- Company generates strong free cash flow
- Debt decreases by more than $400 million
- Reaffirms fiscal 2009 comparable EPS guidance
FAIRPORT, N.Y., Oct. 2 /PRNewswire-FirstCall/ -- Constellation Brands, Inc. (NYSE: STZ, ASX: CBR), a leading international producer and marketer of beverage alcohol, today reported its fiscal 2009 second quarter results. "The company's second quarter comparable net income and diluted EPS of $0.45 per share were in line with our expectations and represent positive momentum toward achieving our full-year goals," said Rob Sands, Constellation Brands president and chief executive officer. "During the quarter, we generated strong free cash flow, reduced our debt, improved comparable margins and are well on our way to achieving our ROIC goals for the year. We are especially encouraged by the improved profitability from our North American wine and spirits businesses, and we are particularly gratified by our ongoing ability to rapidly delever."
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On a reported basis, the company incurred a net loss of $23 million, or $0.11 diluted loss per share for the quarter ended Aug. 31, 2008 ("second quarter 2009"), compared with net income of $72 million or $0.33 diluted earnings per share ("EPS") for the prior year. The net loss was driven by $129 million ($122 million after tax) of charges and inventory write-downs primarily associated with the previously announced business realignment activities related to the company's Australian operations.
Second quarter 2009 net income on a comparable basis, which excludes restructuring charges, acquisition-related integration costs and unusual items, totaled $99 million versus $77 million for the prior year, with $0.45 diluted EPS for the quarter versus $0.35 for the prior year.
Second Quarter 2009 Net Sales Highlights*
(in millions)
Reported Organic ----------------------- ---------------------- Constant Constant Net Currency Net Currency Sales Change Change Sales Change Change ----- ------ ------ ----- ------ ------ Consolidated $957 7% 7% $911 6% 6% Branded Wine $782 6% 5% $736 4% 4% Spirits $109 4% 4% $109 4% 4%
Second Quarter 2009 Profit Highlights*
(in millions, except per share data)
Reported Change Comparable Change -------- ------ ---------- ------ Operating income $22 -82% $146 17% Equity in earnings of equity method investees** $70 -12% $74 -7% Earnings before interest and taxes (EBIT) - - $220 7% Operating margin 2.2% NM 15.3% 130 bps Net (loss)/income ($23) NM $99 28% Diluted (loss)/earnings per share ($0.11) NM $0.45 29% * Definitions of reported, comparable, organic and constant currency, as well as reconciliations of non-GAAP financial measures, are contained elsewhere in this news release. ** Hereafter referred to as "equity earnings." NM = not meaningful
Net Sales Commentary
The reported consolidated net sales increase of seven percent primarily reflects branded wine growth, which includes the benefit of the acquisition of the Clos du Bois and Wild Horse brands, partially offset by the sale of the Almaden, Inglenook and certain Pacific Northwest wine brands. Organic net sales increased six percent on a constant currency basis.
Branded wine organic net sales on a constant currency basis increased four percent. For North America, branded wine organic net sales on a constant currency basis increased seven percent primarily as a result of the company's fiscal 2008 initiative to reduce distributor wine inventory levels in the U.S., which negatively impacted net sales in the first and second quarters of fiscal 2008. In addition, Canada delivered solid growth for second quarter 2009.
"In the U.S., our premium and above portfolio is performing well in the marketplace with brands such as Woodbridge by Robert Mondavi, Estancia, Toasted Head and Wild Horse," said Sands. "In addition, our Jackson-Triggs, Inniskillin and Naked Grape brands continued to drive strong premium portfolio performance in Canada."
Branded wine organic net sales on a constant currency basis for Europe and Australia/New Zealand decreased three percent and one percent, respectively. Internationally, to improve margins and enhance ROIC, the company has implemented price increases and SKU reductions that have unfavorably impacted volume growth in the near term.
Total spirits net sales increased four percent for the quarter, led by double-digit gains for SVEDKA Vodka, Black Velvet Canadian Whisky and Effen vodka.
"SVEDKA continued its excellent growth trajectory during the second quarter, and spirits brands including Ridgemont Reserve 1792 bourbon, 99 Schnapps, Caravella aperitif and Meukow cognac also performed very well," stated Sands. "In particular, we continue to see consumer and retail enthusiasm for SVEDKA's 'Join the Party' election year marketing campaign, which is generating a considerable amount of excitement for the brand."
Operating Income, Net Income, Diluted EPS Commentary
Wines segment operating income increased $24 million versus the prior year quarter. This increase reflects higher net sales in North America as the company overlapped its initiative to reduce U.S. distributor inventories, and contribution from the Clos du Bois and Wild Horse brands, partially offset by the divestiture of Almaden, Inglenook and certain Pacific Northwest wine brands. The repositioning of the company's U.S. portfolio and resulting synergies has positively impacted profit margins.
Spirits segment operating income increased $2 million primarily due to higher net sales and lower operating costs.
Constellation's equity earnings from its 50 percent interest in the Crown Imports joint venture totaled $74 million compared to $79 million in the prior year second quarter. For second quarter 2009, Crown Imports generated net sales of $732 million, an increase of one percent, and operating income of $149 million, a decrease of five percent. The decrease in operating income was driven primarily by a fixed contractual cost increase for product purchases from Grupo Modelo and year-over-year timing of marketing activities.
For second quarter 2009, pre-tax restructuring charges, acquisition-related integration costs and unusual items totaled $129 million compared to $8 million for the prior year quarter.
Interest expense decreased seven percent to $81 million for second quarter 2009. On a year-to-date basis through August, the company has generated free cash flow of $125 million. "Due primarily to the strong free cash flow and proceeds from asset sales during the first half of fiscal 2009, total borrowings have decreased by more than $400 million from fiscal year end 2008 levels," stated Bob Ryder, Constellation Brands chief financial officer.
Summary
"We remain confident about Constellation's ability to achieve targeted EPS and free cash flow goals for the remainder of the fiscal year while improving return on invested capital," said Sands. "We continue to focus on efforts to improve our effectiveness and efficiency while adapting to ever-changing market and economic conditions in our key markets around the world."
Outlook
The table below sets forth management's current diluted earnings per share expectations for fiscal year 2009 compared to fiscal year 2008 actual results, both on a reported basis and a comparable basis.
Constellation Brands Fiscal Year 2009
Diluted Earnings Per Share Outlook
Reported Basis Comparable Basis FY09 FY08 FY09 FY08 Estimate Actual Estimate Actual Fiscal Year Ending Feb. 28 or Feb. 29 $0.83 - $0.91 ($2.83) $1.68 - $1.76 $1.44
Full-year fiscal 2009 guidance includes the following current assumptions:
- Net sales: mid to high single-digit growth in organic net sales combined with the incremental benefit from the Beam Wine Estates acquisition, impact of reporting the joint venture for the Matthew Clark wholesale business under the equity method, and divestiture of the Almaden, Inglenook and certain Pacific Northwest wine brands, are expected to result in reported net sales increasing mid single-digits from net sales for fiscal 2008
- Interest expense: approximately $325 - $335 million
- Tax rate: approximately 46 percent on a reported basis, due to the company's inability to recognize tax benefits on net operating losses primarily associated with the Australian initiative, and 37 percent on a comparable basis
- Weighted average diluted shares outstanding: approximately 222 million
- Free cash flow: $310 - $340 million
Conference Call
A conference call to discuss second quarter 2009 results and fiscal 2009 outlook will be hosted by President and Chief Executive Officer Rob Sands and Executive Vice President and Chief Financial Officer Bob Ryder on Thursday, Oct. 2, 2008 at 10:00 a.m. (eastern). The conference call can be accessed by dialing +973-935-8505 beginning 10 minutes prior to the start of the call. A live listen-only webcast of the conference call, together with a copy of this news release (including the attachments) and other financial information that may be discussed in the call will be available on the Internet at Constellation's Web site: www.cbrands.com under "Investors," prior to the call.
Explanations
Reported basis ("reported") operating income, equity in earnings of equity method investees, net income and diluted earnings per share are as reported under generally accepted accounting principles. Operating income, equity in earnings of equity method investees, net income and diluted earnings per share on a comparable basis ("comparable"), exclude restructuring charges, acquisition-related integration costs and unusual items. The company's measure of segment profitability excludes restructuring charges, acquisition-related integration costs and unusual items, which is consistent with the measure used by management to evaluate results.
The company discusses additional non-GAAP measures in this news release, including constant currency net sales, organic net sales, comparable basis EBIT and free cash flow.
Tables reconciling non-GAAP measures, together with definitions of these measures and the reasons management uses these measures, are included in this news release.
About Constellation Brands
Constellation Brands, Inc. is a leading international producer and marketer of beverage alcohol in the wine, spirits and imported beer categories, with significant market presence in the U.S., Canada, U.K., Australia and New Zealand. Based in Fairport, N.Y., the company has more than 250 brands, sales in about 150 countries and operates approximately 50 facilities worldwide. It is also the largest wine producer in the world and an S&P 500 Index and Fortune 500® company. Major brands in the company's portfolio include Corona, Black Velvet, SVEDKA Vodka, Robert Mondavi, Clos du Bois, Ravenswood, Blackstone, Hardys, Banrock Station, Nobilo, Kim Crawford, Inniskillin, Jackson-Triggs and Arbor Mist. To learn more about the company and its products, visit Constellation's Web site at www.cbrands.com.
Forward-Looking Statements
The statements made under the heading Outlook, as well as all other statements set forth in this news release which are not historical facts regarding Constellation's business strategy, future operations, financial position, estimated revenues, projected costs, prospects, plans and objectives of management, or information concerning expected actions of third parties, are forward-looking statements (collectively, the "Projections") that involve risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by the Projections.
During the current quarter, Constellation may reiterate the Projections. Prior to the start of the company's quiet period, which will begin at the close of business on Nov., 21, 2008, the public can continue to rely on the Projections as still being Constellation's current expectations on the matters covered, unless Constellation publishes a notice stating otherwise. During Constellation's "quiet period" the Projections should not be considered to constitute the company's expectations and should be considered historical, speaking as of prior to the quiet period only and not subject to update by the company.
The Projections 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, restructuring or other strategic business realignments, or financing that may be completed after the date of this release. The Projections 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 Projections of the company contained in this news release are subject to a number of risks and uncertainties, including:
- successful integration of acquired businesses, realization of expected synergies and completion of various portfolio actions;
- achievement of all expected cost savings from the company's various restructuring plans and realization of expected asset sale proceeds from the sale of inventory and other assets;
- accuracy of the bases for forecasts relating to joint ventures and associated costs and capital investment requirements;
- final management determinations and independent appraisals may vary materially from current management estimates of the fair value of assets acquired and liabilities assumed in the company's acquisitions and from estimates of goodwill and intangible asset impairment charges;
- restructuring charges, acquisition-related integration costs, other one-time costs and purchase accounting adjustments associated with integration and restructuring plans may vary materially from management's current estimates due to variations in one or more of anticipated headcount reductions, contract terminations, costs or timing of plan implementation;
- 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 lower than expected sales or higher than expected expenses;
- general economic, geo-political and regulatory conditions or unanticipated environmental liabilities and costs;
- changes to accounting rules and tax laws, and other factors which could impact the company's reported financial position or effective tax rate;
- changes in interest rates and the inherent unpredictability of currency fluctuations, commodity prices and raw material costs; and
- other factors and uncertainties disclosed in 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, 2008, which could cause actual future performance to differ from current expectations.
Constellation Brands, Inc. and Subsidiaries CONDENSED CONSOLIDATED BALANCE SHEETS (in millions) August 31, February 29, 2008 2008 ----------- ----------- Assets Current Assets: Cash and cash investments $24.9 $20.5 Accounts receivable, net 775.9 731.6 Inventories 2,005.1 2,179.5 Prepaid expenses and other 232.2 267.4 ----- ----- Total current assets 3,038.1 3,199.0 Property, plant and equipment, net 1,752.6 2,035.0 Goodwill 3,049.8 3,123.9 Intangible assets, net 1,107.8 1,190.0 Other assets, net 473.5 504.9 ----- ----- Total assets $9,421.8 $10,052.8 ======== ========= Liabilities and Stockholders' Equity Current Liabilities: Notes payable to banks $87.0 $379.5 Current maturities of long-term debt 264.3 229.3 Accounts payable 347.7 349.4 Accrued excise taxes 68.3 62.4 Other accrued expenses and liabilities 573.8 697.7 ----- ----- Total current liabilities 1,341.1 1,718.3 Long-term debt, less current maturities 4,486.5 4,648.7 Deferred income taxes 549.7 535.8 Other liabilities 368.7 384.1 ----- ----- Total liabilities 6,746.0 7,286.9 Total stockholders' equity 2,675.8 2,765.9 ------- ------- Total liabilities and stockholders' equity $9,421.8 $10,052.8 ======== ========= Constellation Brands, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except per share data) Three Months Ended Six Months Ended ------------------ ---------------- August 31, August 31, August 31, August 31, 2008 2007 2008 2007 ----------- ----------- ----------- ----------- Sales $1,239.2 $1,167.9 $2,451.2 $2,343.3 Excise taxes (282.7) (275.3) (562.9) (549.5) ------ ------ ------ ------ Net sales 956.5 892.6 1,888.3 1,793.8 Cost of product sold (650.7) (582.9) (1,253.5) (1,215.9) ------ ------ -------- -------- Gross profit 305.8 309.7 634.8 577.9 Selling, general and administrative expenses (225.2) (190.5) (458.7) (388.1) Impairment of intangible assets (21.8) - (21.8) - Restructuring charges (35.5) (0.4) (36.0) (0.8) Acquisition-related integration costs (1.8) (1.6) (6.1) (3.6) ---- ---- ---- ---- Operating income 21.5 117.2 112.2 185.4 Equity in earnings of equity method investees 70.1 80.1 142.2 155.9 Interest expense, net (80.7) (86.7) (167.3) (166.4) ----- ----- ------ ------ Income before income taxes 10.9 110.6 87.1 174.9 Provision for income taxes (33.6) (38.5) (65.2) (73.0) ----- ----- ----- ----- Net (loss) income $(22.7) $72.1 $21.9 $101.9 ====== ===== ===== ====== (Loss) Earnings Per Common Share: Basic - Class A Common Stock $(0.11) $0.34 $0.10 $0.46 Basic - Class B Common Stock $(0.10) $0.31 $0.09 $0.42 Diluted - Class A Common Stock $(0.11) $0.33 $0.10 $0.45 Diluted - Class B Common Stock $(0.10) $0.30 $0.09 $0.41 Weighted Average Common Shares Outstanding: Basic - Class A Common Stock 193.733 191.308 193.262 198.472 Basic - Class B Common Stock 23.754 23.819 23.762 23.821 Diluted - Class A Common Stock 193.733 219.300 219.828 226.395 Diluted - Class B Common Stock 23.754 23.819 23.762 23.821 Constellation Brands, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) Six Months Ended ---------------- August 31, August 31, 2008 2007 ----------- ----------- Cash Flows From Operating Activities Net income $21.9 $101.9 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation of property, plant and equipment 79.3 71.6 Write-down of inventory associated with the Australian Initiative 47.6 - Loss on disposal or impairment of long-lived assets, net 28.6 0.7 Stock-based compensation expense 22.3 16.9 Impairment of intangible assets 21.8 - Loss on businesses sold 15.8 6.8 Deferred tax provision 11.8 3.4 Amortization of intangible and other assets 5.9 5.4 Equity in earnings of equity method investees, net of distributed earnings 3.1 2.2 Change in operating assets and liabilities, net of effects from purchases and sales of businesses: Accounts receivable, net (76.0) (56.6) Inventories (28.3) 1.8 Prepaid expenses and other current assets 9.7 (9.0) Accounts payable 10.2 (10.7) Accrued excise taxes 9.5 13.1 Other accrued expenses and liabilities (65.5) 61.4 Other, net 59.1 (31.2) ---- ----- Total adjustments 154.9 75.8 ----- ---- Net cash provided by operating activities 176.8 177.7 ----- ----- Cash Flows From Investing Activities Proceeds from sales of businesses 204.2 3.0 Proceeds from sales of assets 16.0 2.3 Purchase of business, net of cash acquired 0.6 (386.3) Purchases of property, plant and equipment (52.0) (47.0) Investment in equity method investee (0.6) (0.6) Proceeds from formation of joint venture - 185.6 Payment of accrued earn-out amount - (2.8) Other investing activities 11.3 - ---- ---- Net cash provided by (used in) investing activities 179.5 (245.8) ----- ------ Cash Flows From Financing Activities Net repayment of notes payable (281.0) (2.1) Principal payments of long-term debt (99.5) (163.1) Exercise of employee stock options 19.2 12.5 Excess tax benefits from stock-based payment awards 6.4 7.4 Proceeds from employee stock purchases 2.9 3.0 Proceeds from issuance of long-term debt - 716.1 Purchases of treasury stock - (500.0) Payment of financing costs of long-term debt - (6.1) ---- ---- Net cash (used in) provided by financing activities (352.0) 67.7 ------ ---- Effect of exchange rate changes on cash and cash investments 0.1 0.1 --- --- Net increase (decrease) in cash and cash investments 4.4 (0.3) Cash and cash investments, beginning of period 20.5 33.5 ---- ---- Cash and cash investments, end of period $24.9 $33.2 ===== ===== Constellation Brands, Inc. and Subsidiaries SEGMENT INFORMATION (in millions) Three Months Ended ------------------ August 31, August 31, Percent 2008 2007 Change ------------ ------------ Segment Net Sales and Operating Income Constellation Wines Branded wine net sales $782.1 $738.9 6% Wholesale and other net sales 65.3 48.9 34% ---- ---- Segment net sales $847.4 $787.8 8% Operating income $149.0 $124.9 19% % Net sales 17.6% 15.9% Equity in earnings of equity method investees $(0.2) $1.4 NM Constellation Spirits Segment net sales $109.1 $104.8 4% Operating income $23.3 $20.9 11% % Net sales 21.4% 19.9% Crown Imports Segment net sales $732.1 $722.7 1% Operating income $148.8 $157.3 (5%) % Net sales 20.3% 21.8% Consolidation and Eliminations Segment net sales $(732.1) $(722.7) 1% Operating income $(148.8) $(157.3) (5%) Equity in earnings of Crown Imports $74.4 $78.8 (6%) Corporate Operations and Other Consolidated net sales $956.5 $892.6 7% Operating income $(26.2) $(20.7) 27% % Net sales 2.7% 2.3% Six Months Ended ---------------- August 31, August 31, Percent 2008 2007 Change ------------ ------------ Segment Net Sales and Operating Income Constellation Wines Branded wine net sales $1,547.8 $1,358.8 14% Wholesale and other net sales 125.8 233.3 (46%) ----- ----- Segment net sales $1,673.6 $1,592.1 5% Operating income $293.5 $211.1 39% % Net sales 17.5% 13.3% Equity in earnings of equity method investees $2.2 $4.0 (45%) Constellation Spirits Segment net sales $214.7 $201.7 6% Operating income $34.1 $36.7 (7%) % Net sales 15.9% 18.2% Crown Imports Segment net sales $1,404.6 $1,380.8 2% Operating income $287.4 $303.6 (5%) % Net sales 20.5% 22.0% Consolidation and Eliminations Segment net sales $(1,404.6) $(1,380.8) 2% Operating income $(287.4) $(303.6) (5%) Equity in earnings of Crown Imports $144.1 $152.2 (5%) Corporate Operations and Other Consolidated net sales $1,888.3 $1,793.8 5% Operating income $(50.2) $(40.4) 24% % Net sales 2.7% 2.3%
Constellation Brands, Inc. and Subsidiaries GEOGRAPHIC INFORMATION (in millions) Three Months Ended Constant ------------------ Currency August 31, August 31, Percent Currency Percent 2008 2007 Change Impact Change(3) ---- ---- Geographic Net Sales (1)(2) North America $666.1 $604.0 10% 1% 10% Branded wine $534.7 $488.1 10% 1% 9% Spirits $109.1 $104.8 4% - 4% Wholesale and other $22.3 $11.1 101% 2% 99% Europe $191.1 $194.4 (2%) (3%) 1% Branded wine $153.1 $162.8 (6%) (3%) (3%) Wholesale and other $38.0 $31.6 20% (4%) 24% Australia/New Zealand $99.3 $94.2 5% 8% (3%) Branded wine $94.3 $88.0 7% 8% (1%) Wholesale and other $5.0 $6.2 (19%) 6% (26%) Three Months Ended ------------------ August 31, August 31, Percent Acquisition 2008 2007 Change Impact(4) ---- ---- Branded Wine Geographic Net Sales (1)(2) North America $534.7 $488.1 10% 9% Europe 153.1 162.8 (6%) - Australia/New Zealand 94.3 88.0 7% - ---- ---- Consolidated branded wine net sales $782.1 $738.9 6% 6% ====== ====== Organic Constant Currency Divestiture Currency Percent Impact(5) Impact Change(3) Branded Wine Geographic Net Sales (1)(2) North America (7%) 1% 7% Europe - (3%) (3%) Australia/New Zealand - 8% (1%) Consolidated branded wine net sales (5%) 1% 4% Six Months Ended Constant ---------------- Currency August 31, August 31, Percent Currency Percent 2008 2007 Change Impact Change(3) ---- ---- Geographic Net Sales (1)(2) North America $1,318.6 $1,110.2 19% 1% 18% Branded wine $1,065.4 $881.5 21% 1% 19% Spirits $214.7 $201.7 6% - 6% Wholesale and other $38.5 $27.0 43% 4% 39% Europe $373.2 $496.6 (25%) (1%) (24%) Branded wine $296.1 $306.1 (3%) (1%) (2%) Wholesale and other $77.1 $190.5 (60%) (1%) (59%) Australia/New Zealand $196.5 $187.0 5% 10% (5%) Branded wine $186.3 $171.2 9% 11% (2%) Wholesale and other $10.2 $15.8 (35%) 7% (42%) Six Months Ended ---------------- August 31, August 31, Percent Acquisition 2008 2007 Change Impact(4) ---- ---- Branded Wine Geographic Net Sales (1)(2) North America $1,065.4 $881.5 21% 11% Europe 296.1 306.1 (3%) - Australia/New Zealand 186.3 171.2 9% - ----- ----- Consolidated branded wine net sales $1,547.8 $1,358.8 14% 7% ======== ======== Organic Constant Currency Divestiture Currency Percent Impact(5) Impact Change(3) Branded Wine Geographic Net Sales (1)(2) North America (7%) 1% 16% Europe 3% (1%) (5%) Australia/New Zealand - 11% (2%) Consolidated branded wine net sales (4%) 2% 9% (1) Refer to discussion under "Reconciliation of Reported, Organic and Constant Currency Net Sales" on following page for definition of constant currency net sales and organic constant currency net sales and reasons for use. (2) Net sales are attributed to countries based on the location of the selling company. (3) May not sum due to rounding as each item is computed independently. (4) Acquisition impact includes net sales of branded wine acquired in the BWE Acquisition for the period June 1, 2008, through August 31, 2008, included in the three months ended August 31, 2008, and March 1, 2008, through August 31, 2008, included in the six months ended August 31, 2008. (5) Divestiture impact includes (i) the removal of Almaden and Inglenook branded wine net sales for the period June 1, 2007, through August 31, 2007, included in the three months ended August 31, 2007, and for the period March 1, 2007, through August 31, 2007, included in the six months ended August 31, 2007; (ii) the removal of branded wine net sales associated with the Pacific Northwest brands for the period June 1, 2007, through August 31, 2007, included in the three months and six months ended August 31, 2007; and (iii) the add-back of U.K. branded wine net sales previously sold through the U.K. wholesale business for the period March 1, 2007, through April 16, 2007, included in the six months ended August 31, 2007.
Constellation Brands, Inc. and Subsidiaries
RECONCILIATION OF REPORTED, ORGANIC AND CONSTANT CURRENCY NET SALES
(in millions)
As the company formed its U.K. wholesale joint venture on April 17, 2007; acquired BWE on December 17, 2007; sold its Almaden and Inglenook wine brands on February 28, 2008; and sold certain Pacific Northwest wine brands on June 5, 2008, organic net sales for the respective periods are defined by the company as reported net sales plus/less net sales of U.K. wholesale, U.K. branded wine, Almaden and Inglenook branded wine, Pacific Northwest brands, or BWE products, as appropriate. As the company acquired Svedka on March 19, 2007, organic net sales for the six months ended August 31, 2008, have not been adjusted for net sales of Svedka products during the period March 1, 2008, through March 18, 2008, as amounts are not significant. Organic net sales and percentage increase (decrease) in constant currency net sales (which excludes the impact of year over year currency exchange rate fluctuations) are provided because management uses this information in monitoring and evaluating the underlying business trends of the continuing operations of the company. 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.
Three Months Ended ------------------ Constant August August Currency 31, 31, Percent Currency Percent 2008 2007 Change Impact Change (1) ---- ---- Consolidated Net Sales Branded wine $782.1 $738.9 6% 1% 5% Wholesale and other 65.3 48.9 34% (1%) 35% Spirits 109.1 104.8 4% - 4% ----- ----- Consolidated reported net sales 956.5 892.6 7% - 7% Less: BWE (2) (46.0) - Less: U.K. wholesale, net of U.K. branded wine (3) - - Less: Almaden and Inglenook branded wine net sales (4) - (27.2) Less: Pacific Northwest branded wine net sales (5) - (6.7) - ---- Consolidated organic net sales $910.5 $858.7 6% 1% 6% ====== ====== Branded Wine Net Sales Branded wine reported net sales $782.1 $738.9 6% 1% 5% Less: BWE (2) (46.0) - Plus: U.K. branded wine (3) - - Less: Almaden and Inglenook branded wine net sales (4) - (27.2) Less: Pacific Northwest branded wine net sales (5) - (6.7) - ---- Branded wine organic net sales $736.1 $705.0 4% 1% 4% ====== ====== Wholesale and Other Net Sales Wholesale and Other reported net sales $65.3 $48.9 34% (1%) 35% Less: U.K. wholesale (3) - - - - Wholesale and other organic net sales $65.3 $48.9 34% (1%) 35% ===== ===== Six Months Ended ---------------- Constant August August Currency 31, 31, Percent Currency Percent 2008 2007 Change Impact Change (1) ---- ---- Consolidated Net Sales Branded wine $1,547.8 $1,358.8 14% 2% 12% Wholesale and other 125.8 233.3 (46%) 1% (47%) Spirits 214.7 201.7 6% - 6% ----- ----- Consolidated reported net sales 1,888.3 1,793.8 5% 2% 4% Less: BWE (2) (93.5) - Less: U.K. wholesale, net of U.K. branded wine (3) - (117.1) Less: Almaden and Inglenook branded wine net sales (4) - (51.3) Less: Pacific Northwest branded wine net sales (5) - (6.7) - ---- Consolidated organic net sales $1,794.8 $1,618.7 11% 2% 9% ======== ======== Branded Wine Net Sales Branded wine reported net sales $1,547.8 $1,358.8 14% 2% 12% Less: BWE (2) (93.5) - Plus: U.K. branded wine (3) - 8.4 Less: Almaden and Inglenook branded wine net sales (4) - (51.3) Less: Pacific Northwest branded wine net sales (5) - (6.7) - ---- Branded wine organic net sales $1,454.3 $1,309.2 11% 2% 9% ======== ======== Wholesale and Other Net Sales Wholesale and other reported net sales $125.8 $233.3 (46%) 1% (47%) Less: U.K. wholesale (3) - (125.5) - ------ Wholesale and other organic net sales $125.8 $107.8 17% 1% 16% ====== ====== (1) May not sum due to rounding as each item is computed independently. (2) For the period June 1, 2008, through August 31, 2008, included in the three months ended August 31, 2008, and March 1, 2008, through August 31, 2008, included in the six months ended August 31, 2008. (3) For the period March 1, 2007, through April 16, 2007, included in the six months ended August 31, 2007. (4) For the period June 1, 2007, through August 31, 2007, included in the three months ended August 31, 2007, and March 1, 2007, through August 31, 2007, included in the six months ended August 31, 2007. (5) For the period June 1, 2007, through August 31, 2007, included in the three months and six months ended August 31, 2007.
Constellation Brands, Inc. and Subsidiaries
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES (1)
(in millions, except per share data)
Three Months Ended August 31, 2008
----------------------------------
Strategic Compar-
Reported Business able
Basis Inventory Realign- Other Basis
(GAAP) Step-up ment(2) (3) (Non-GAAP)
--------- -------- --------- ----- ----------
Net Sales $956.5 $956.5
Cost of product sold (650.7) 4.3 49.9 (596.5)
------ --- ---- ------
Gross Profit 305.8 4.3 49.9 360.0
Selling, general
and administrative
expenses ("SG&A") (225.2) 11.3 (213.9)
Impairment of
intangible assets (21.8) 21.8 -
Restructuring charges (35.5) 35.5 -
Acquisition-related
integration costs (1.8) 1.8 -
---- --- --- -
Operating Income 21.5 4.3 120.3 146.1
Equity in earnings
of equity method
investees 70.1 4.1 74.2
----
EBIT 220.3
Interest expense, net (80.7) (80.7)
----- --- ----- --- -----
Income Before Income
Taxes 10.9 4.3 120.3 4.1 139.6
Provision for
income taxes (33.6) (1.6) (5.4) - (40.6)
----- ---- ---- - -----
Net (Loss) Income $(22.7) $2.7 $114.9 $4.1 $99.0
====== ==== ====== ==== =====
Diluted (Loss)
Earnings Per Common
Share $(0.11) $0.45
====== =====
Weighted Average
Common Shares
Outstanding -
Diluted(4) 193.733 220.353
======= =======
Gross Margin 32.0% 37.6%
SG&A as a percent of
net sales 23.5% 22.4%
Operating Margin 2.2% 15.3%
Effective Tax Rate NM 29.1%
-- ----
Three Months Ended August 31, 2007
----------------------------------
Strategic Compar-
Reported Business able
Basis Inventory Realign- Basis
(GAAP) Step-up ment(2) Other (Non-GAAP)
-------- -------- --------- ----- ----------
Net Sales $892.6 $892.6
Cost of product sold (582.9) 2.3 2.1 0.1 (578.4)
------ --- --- --- ------
Gross Profit 309.7 2.3 2.1 0.1 314.2
Selling, general
and administrative
expenses ("SG&A") (190.5) 1.4 (189.1)
Impairment of
intangible assets - -
Restructuring
charges (0.4) 0.4 -
Acquisition-related
integration costs (1.6) 1.6 -
---- --- --- --- -
Operating Income 117.2 2.3 5.5 0.1 125.1
Equity in earnings
of equity method
investees 80.1 80.1
----
EBIT 205.2
Interest expense, net (86.7) (86.7)
----- --- --- --- -----
Income Before Income
Taxes 110.6 2.3 5.5 0.1 118.5
Provision for
income taxes (38.5) (0.9) (1.7) (0.1) (41.2)
----- ---- ---- ---- -----
Net (Loss) Income $72.1 $1.4 $3.8 $- $77.3
===== ==== ==== == =====
Diluted (Loss)
Earnings Per Common
Share $0.33 $0.35
===== =====
Weighted Average
Common Shares
Outstanding -
Diluted(4) 219.300 219.300
======= =======
Gross Margin 34.7% 35.2%
SG&A as a percent of
net sales 21.3% 21.2%
Operating Margin 13.1% 14.0%
Effective Tax Rate 34.8% 34.8%
---- ----
Percent Percent
Change - Change -
Reported Comparable
Basis Basis
(GAAP) (Non-GAAP)
--------- ---------
- -
Net Sales 7% 7%
Cost of product sold 12% 3%
Gross Profit (1%) 15%
Selling, general
and administrative
expenses ("SG&A") 18% 13%
Impairment of
intangible assets N/A N/A
Restructuring
charges NM N/A
Acquisition-related
integration costs 13% N/A
Operating Income (82%) 17%
Equity in earnings
of equity method
investees (12%) (7%)
EBIT N/A 7%
Interest expense, net (7%) (7%)
Income Before Income
Taxes (90%) 18%
Provision for
income taxes (13%) (1%)
Net (Loss) Income NM 28%
Diluted (Loss)
Earnings Per Common
Share NM 29%
Weighted Average
Common Shares
Outstanding -
Diluted(4)
Gross Margin
SG&A as a percent of net sales
Operating Margin
Effective Tax Rate
Constellation Brands, Inc. and Subsidiaries
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES (1)
(in millions, except per share data)
Six Months Ended August 31, 2008
--------------------------------
Strategic Compar-
Reported Business able
Basis Inventory Realign- Other Basis
(GAAP) Step-up ment(5) (6) (Non-GAAP)
-------- -------- --------- ----- --------
Net Sales $1,888.3 $1,888.3
Cost of product sold (1,253.5) 10.6 53.9 0.1 (1,188.9)
-------- ---- ---- --- --------
Gross Profit 634.8 10.6 53.9 0.1 699.4
Selling, general
and administrative
expenses ("SG&A") (458.7) 36.7 (422.0)
Impairment of
intangible assets (21.8) 21.8 -
Restructuring
charges (36.0) 36.0 -
Acquisition-related
integration costs (6.1) 6.1 -
---- ---- --- --- -
Operating Income 112.2 10.6 154.5 0.1 277.4
Equity in earnings
of equity method
investees 142.2 4.1 146.3
-----
EBIT 423.7
Interest expense, net (167.3) (167.3)
------ ---- ----- --- ------
Income Before Income
Taxes 87.1 10.6 154.5 4.2 256.4
(Provision for)
benefit from income
taxes (65.2) (4.0) (14.6) - (83.8)
----- ---- ----- - -----
Net Income $21.9 $6.6 $139.9 $4.2 $172.6
===== ==== ====== ==== ======
Diluted Earnings Per
Common Share $0.10 $0.03 $0.64 $0.02 $0.79
===== ===== ===== ===== =====
Weighted Average
Common Shares
Outstanding -
Diluted 219.828 219.828 219.828 219.828 219.828
======= ======= ======= ======= =======
Gross Margin 33.6% 37.0%
SG&A as a percent of
net sales 24.3% 22.3%
Operating Margin 5.9% 14.7%
Effective Tax Rate NM 32.7%
-- ----
Six Months Ended August 31, 2007
--------------------------------
Strategic Compar-
Reported Business able
Basis Inventory Realign- Basis
(GAAP) Step-up ment(5) Other (Non-GAAP)
-------- -------- --------- ----- --------
Net Sales $1,793.8 $1,793.8
Cost of product sold (1,215.9) 5.2 4.3 0.1 (1,206.3)
-------- --- --- --- --------
Gross Profit 577.9 5.2 4.3 0.1 587.5
Selling, general
and administrative
expenses ("SG&A") (388.1) 8.0 (380.1)
Impairment of
intangible assets - -
Restructuring
charges (0.8) 0.8 -
Acquisition-related
integration costs (3.6) 3.6 -
---- --- --- --- -
Operating Income 185.4 5.2 16.7 0.1 207.4
Equity in earnings
of equity method
investees 155.9 0.2 156.1
-----
EBIT 363.5
Interest expense, net (166.4) (166.4)
------ --- ---- --- ------
Income Before Income
Taxes 174.9 5.4 16.7 0.1 197.1
(Provision for)
benefit from income
taxes (73.0) (2.0) 3.8 (0.1) (71.3)
----- ---- --- ---- -----
Net Income $101.9 $3.4 $20.5 $- $125.8
====== ==== ===== == ======
Diluted Earnings Per
Common Share $0.45 $0.02 $0.09 $- $0.56
===== ===== ===== == =====
Weighted Average
Common Shares
Outstanding -
Diluted 226.395 226.395 226.395 226.395 226.395
======= ======= ======= ======= =======
Gross Margin 32.2% 32.8%
SG&A as a percent of
net sales 21.6% 21.2%
Operating Margin 10.3% 11.6%
Effective Tax Rate 41.7% 36.2%
---- ----
Percent Percent
Change - Change -
Reported Comparable
Basis Basis
(GAAP) (Non-GAAP)
--------- ---------
Net Sales 5% 5%
Cost of product sold 3% (1%)
Gross Profit 10% 19%
Selling, general
and administrative
expenses ("SG&A") 18% 11%
Impairment of
intangible assets N/A N/A
Restructuring
charges NM N/A
Acquisition-related
integration costs 69% N/A
Operating Income (39%) 34%
Equity in earnings
of equity method
investees (9%) (6%)
EBIT N/A 17%
Interest expense, net 1% 1%
Income Before Income
Taxes (50%) 30%
(Provision for)
benefit from income
taxes (11%) 18%
Net Income (79%) 37%
Diluted Earnings Per
Common Share (78%) 41%
Weighted Average
Common Shares
Outstanding -
Diluted
Gross Margin
SG&A as a percent of net sales
Operating Margin
Effective Tax Rate
Constellation Brands, Inc. and Subsidiaries
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES (continued)
NOTES
(1) The company reports its financial results in accordance with generally accepted accounting principles in the U.S. ("GAAP"). However, non-GAAP financial measures, as defined in the reconciliation tables above, are provided because management uses this information in evaluating the results of the continuing operations of the company and/or 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. See the tables above for supplemental financial data and corresponding reconciliations of these non-GAAP financial measures to GAAP financial measures for the three months and six months ended August 31, 2008, and August 31, 2007. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the company's reported results prepared in accordance with GAAP. Please refer to the company's Web site at http://www.cbrands.com/CBI/investors.htm for more detailed description and further discussion of these non-GAAP financial measures.
(2) For the three months ended August 31, 2008, strategic business realignment items consist primarily of costs recognized by the company in connection with its Australian Initiative of $104.0 million, net of a tax benefit of $0.6 million, and the loss in connection with the sale of a nonstrategic Canadian distilling facility of $5.1 million, net of a tax benefit of $2.7 million. For the three months ended August 31, 2007, strategic business realignment items primarily include costs recognized by the company in connection with (i) its Fiscal 2007 Wine Plan of $1.4 million, net of a tax benefit of $0.6 million, (ii) the Vincor Plan of $1.1 million, net of a tax benefit of $0.6 million and (iii) the Fiscal 2006 Plan of $0.7 million, net of a tax benefit of $0.4 million.
(3) For the three months ended August 31, 2008, other consists of $4.1 million, net of a tax benefit of $0 million, associated with the impairment of an Australian equity method investment.
(4) In accordance with the antidilution provisions of Statement of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS No. 128"), the dilutive impact of potential common shares is excluded from the company's reported diluted weighted average common shares outstanding for the three months ended August 31, 2008. As a result of the company having net income on a comparable basis, the dilutive impact of potential common shares is included in the company's comparable diluted weighted average common shares outstanding.
(5) For the six months ended August 31, 2008, strategic business realignment items consist primarily of (i) costs recognized by the company in connection with the Australian Initiative, of $104.0 million, net of a tax benefit of $0.6 million, and (ii) the loss in connection with the disposal of the Pacific Northwest wine brands of $17.1 million, net of a tax benefit of $6.1 million. For the six months ended August 31, 2007, strategic business realignment items primarily include the loss on disposal in connection with the company's contribution of its U.K. wholesale business of $13.8 million, including $7.2 million additional tax expense, and costs recognized by the company primarily in connection with (i) the Fiscal 2007 Wine Plan of $2.5 million, net of a tax benefit of $1.1 million, (ii) the Vincor Plan of $2.4 million, net of a tax benefit of $1.2 million and (iii) the Fiscal 2006 Plan of $1.6 million, net of a tax benefit of $1.0 million.
(6) For the six months ended August 31, 2008, other consists primarily of $4.1 million, net of a tax benefit of $0 million, associated with the impairment of an Australian equity method investment.
DEFINITIONS
Australian Initiative
The company's plan announced in August 2008 to sell certain assets and implement operational changes designed to improve the efficiencies and returns associated with its Australian business.
Fiscal 2008 Plan
The company's plan announced in November 2007 to streamline certain of its international operations, primarily in Australia, and its plan announced in January 2008 to streamline certain of its operations in the U.S., primarily in connection with the restructuring and integration of the operations of BWE (collectively, the "Fiscal 2008 Plan").
Fiscal 2007 Wine Plan
The company's plan announced in August 2006 to invest in new distribution and bottling facilities in the U.K. and to streamline certain Australian wine operations (collectively, the "Fiscal 2007 Wine Plan").
Vincor Plan
The company's plan announced in July 2006 to restructure and integrate the operations of Vincor International Inc. (the "Vincor Plan").
Fiscal 2006 Plan
The company's worldwide wine reorganization plan announced in fiscal 2006, including its program to consolidate certain west coast production processes in the U.S. (collectively, the "Fiscal 2006 Plan").
Constellation Brands, Inc. and Subsidiaries RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES (continued) GUIDANCE - DILUTED EARNINGS PER SHARE AND FREE CASH FLOW (in millions, except per share data) Range for the Year Diluted Earnings Per Share Guidance Ending February 28, 2009 ------------------- Forecasted diluted earnings per share - Reported basis (GAAP) $0.83 $0.91 Inventory step-up 0.05 0.05 Strategic business realignment (1) 0.78 0.78 Other (2) 0.02 0.02 ---- ---- Forecasted diluted earnings per share - comparable basis (Non-GAAP) (3) $1.68 $1.76 ===== ===== Actual for the Year Ended February 29, 2008 -------------- Diluted earnings per share - reported basis (GAAP) $(2.83) Inventory step-up 0.03 Strategic business realignment (1) 0.31 Other (2) 3.85 Impact of anti-dilutive potential common shares (4) 0.08 ---- Diluted earnings per share - comparable basis (Non-GAAP) (3) $1.44 =====
(1) Includes $0.54, $0.08, $0.06, $0.06, $0.02 and $0.01 diluted earnings per share for the year ending February 28, 2009, associated with the Australian Initiative, the loss in connection with the disposal of the Pacific Northwest wine brands, the Fiscal 2008 Plan, the Fiscal 2007 Wine Plan, the loss in connection with the sale of a nonstrategic Canadian distilling facility, and other previously announced restructuring plans, respectively. Includes $0.12, $0.11, $0.06, $0.02, $0.02 and ($0.02) diluted earnings per share for the year ended February 29, 2008, associated with the loss on disposal of the Almaden and Inglenook wine brands, the Fiscal 2008 Plan, the loss on disposal in connection with the company's contribution of its U.K. wholesale business to the Matthew Clark joint venture and the company's provision for income taxes in connection with the repatriation of proceeds associated with this transaction, the Fiscal 2007 Wine Plan, other previously announced restructuring plans, and the realized gain on a prior asset sale, respectively.(3)
(2) Includes $0.02 diluted earnings per share for the year ending February 28, 2009, associated with the Australian initiative for impairment of an equity method investment. Includes $3.57, $0.23, $0.07, $0.02 and ($0.05) diluted earnings per share for the year ended February 29, 2008, associated with an impairment of goodwill and intangible assets, a valuation allowance against net operating loss carryforwards in Australia, an impairment of an equity method investment, a loss on write-off of certain property, plant and equipment, and a tax benefit related to prior period stock option exercises.(3)
(3) May not sum due to rounding as each item is computed independently.
(4) In accordance with the antidilution provisions of SFAS No. 128, the dilutive impact of potential common shares is excluded from the company's reported diluted earnings per share calculation for the year ended February 29, 2008. As a result of the company having net income on a comparable basis for the year ended February 29, 2008, the dilutive impact of potential common shares is included in the company's comparable diluted earnings per share calculation.
Free Cash Flow Guidance
Free cash flow, as defined in the reconciliation below, is considered a liquidity measure and is considered to provide useful information to investors about the amount of cash generated, which can then be used, after required debt service and dividend payments, for other general corporate purposes. A limitation of free cash flow is that it does not represent the total increase or decrease in the cash balance for the period. Free cash flow should be considered in addition to, not as a substitute for, or superior to, cash flow from operating activities prepared in accordance with GAAP.
Range for the Year Ending February 28, 2009 ------------------------ Net cash provided by operating activities (GAAP) $460.0 $510.0 Purchases of property, plant and equipment (150.0) (170.0) ------ ------ Free cash flow (Non-GAAP) $310.0 $340.0 ====== ====== Actual for Actual for the Six the Six Months Ended Months Ended August 31, August 31, 2008 2007 ------------- ------------- Net cash provided by operating activities (GAAP) $176.8 $177.7 Purchases of property, plant and equipment (52.0) (47.0) ----- ----- Free cash flow (Non-GAAP) $124.8 $130.7 ====== ======