(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Not Applicable |
(Former name or former address, if changed since last report.) |
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)) |
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
Emerging growth company | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
Item 2.02 | Results of Operations and Financial Condition. |
Three Months Ended August 31, 2019 | Six Months Ended August 31, 2019 | ||||||
(U.S. dollars in millions) | |||||||
Equity in earnings (losses) and related activities of Canopy's results of operations | $ | (75.4 | ) | $ | (181.4 | ) | |
Impact from the June 2019 Warrant Modification (1) | (409.0 | ) | (409.0 | ) | |||
Equity in earnings (losses) and related activities - reported basis, Canopy EIE (GAAP) (2) | (484.4 | ) | (590.4 | ) | |||
Benefit from income taxes (3) | 117.7 | 145.5 | |||||
Net income (loss) attributable to CBI - reported basis, Canopy EIE (GAAP) (2) | $ | (366.7 | ) | $ | (444.9 | ) | |
Three Months Ended August 31, 2019 | Six Months Ended August 31, 2019 | ||||||
Equity in earnings (losses) and related activities - reported basis, Canopy EIE (GAAP) (2) | $ | (484.4 | ) | $ | (590.4 | ) | |
Comparable adjustments: (4) | |||||||
Impact from the June 2019 Warrant Modification (1) | 409.0 | 409.0 | |||||
Net (gain) loss on fair value financial instruments | (4.6 | ) | 34.1 | ||||
Flow through of inventory step-up | 6.2 | 11.8 | |||||
Share-based compensation expense related to acquisition milestones | 2.7 | 7.7 | |||||
Acquisition costs | 3.5 | 7.2 | |||||
Other (gains) losses, net | 12.9 | 11.5 | |||||
429.7 | 481.3 | ||||||
Equity in earnings (losses) - comparable basis Canopy EIE (Non-GAAP) (2) | (54.7 | ) | (109.1 | ) | |||
Benefit from income taxes (3) | 16.3 | 31.9 | |||||
Net income (loss) attributable to CBI - comparable basis, Canopy EIE (Non-GAAP) (2) | $ | (38.4 | ) | $ | (77.2 | ) |
[1] | In June 2019, the Canopy shareholders approved the modification of the terms of certain warrants and certain other rights (the “June 2019 Warrant Modification”). |
(2) | The amounts shown represent 35.8%, or Constellation’s share, of Canopy’s results of operations from January 1, 2019, through March 31, 2019 and 35.6%, or Constellation’s share, of Canopy’s results of operations from April 1, 2019, through June 30, 2019, reported in U.S. dollars. Constellation’s share of Canopy’s results of operations is determined based on Constellation’s ownership interest as of March 31, 2019 and as of June 30, 2019. |
[3) | The effective tax rate applied to Constellation’s equity in earnings (losses) of Canopy is generally based on the tax rates of the legal entities that hold Constellation’s investment in Canopy. |
[4) | The effective tax rate applied to each comparable adjustment amount is generally based upon the jurisdiction in which the comparable adjustment was recognized. |
Item 7.01 | Regulation FD Disclosure. |
Item 9.01 | Financial Statements and Exhibits. |
Exhibit No. | Description |
(99) | ADDITIONAL EXHIBITS |
(99.1) | |
(104) | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Date: | October 3, 2019 | CONSTELLATION BRANDS, INC. | |
By: | /s/ David Klein | ||
David Klein | |||
Executive Vice President and Chief Financial Officer |
Net Sales | Operating Income | Earnings Before Interest & Taxes (EBIT) | Diluted Net Income (Loss) Per Share Attributable to CBI (EPS) | Diluted EPS Excluding Canopy | |
Second Quarter Fiscal Year 2020 Financial Highlights (1) | In millions, except per share data | |||||
Reported | $2,344 | $720 | NA | $(2.77) | NA |
% Change | 2% | (6%) | NA | (147%) | NA |
Comparable | $2,344 | $792 | $736 | $2.72 | $2.91 |
% Change | 2% | 1% | (5%) | (5%) | 1% |
• | Generates reported basis EPS of $(2.77) and comparable basis EPS of $2.72, including Canopy Growth equity losses of $0.20. Excluding Canopy Growth equity losses, achieved comparable basis EPS of $2.91 |
• | Generates $1.4 billion of operating cash flow and $1.1 billion of free cash flow, an increase of 6% and 10%, respectively |
• | Repurchases approximately 266,000 shares of common stock for $50 million |
• | Signs agreement with Heaven Hill Brands to divest Black Velvet Canadian Whisky for $266 million |
• | Wine and Spirits Transaction now expected to close by year-end fiscal 2020 |
• | Updates fiscal 2020 reported basis EPS outlook to $0.55 - $0.75. Increases comparable basis EPS outlook to $9.00 - $9.20; for guidance purposes assumes close of the Wine and Spirits Transaction at the end of third quarter fiscal 2020 and close of the Black Velvet Transaction at the beginning of November 2019 |
• | Increases fiscal 2020 operating cash flow target to approximately $2.2 billion and free cash flow projection to $1.3 - $1.4 billion |
• | Declares quarterly cash dividend |
![]() | ![]() | ![]() |
![]() | ”The winning streak for our beer business continues with Modelo Especial generating the most growth in the entire U.S. beer category, while Corona remains the #1 high-end beer brand family. This powerful combination gives us confidence in high-single digit beer growth for years to come. Our Wine & Spirits innovation pipeline is primed to launch impactful product introductions, as we head into the key selling season this fall.” | ![]() | “We continue to deliver impressive beer business operating performance and cash flow results. The share repurchases we made during the quarter reflect the confidence we have in our long-term business model, and our ongoing commitment to return cash to shareholders. | |||
Bill Newlands | David Klein | |||||
President and Chief Executive Officer | Chief Financial Officer |
Constellation Brands, Inc. Q2 FY2020 Earnings Release | 1 |
beer | ||||
Shipment Volume | Depletion Volume | Net Sales | Operating Income | |
Three Months Ended | In millions; branded product, 24-pack, 12-ounce case equivalents | ||||
August 31, 2019 | 91.9 | $1,640.4 | $685.3 | |
August 31, 2018 | 87.3 | $1,527.1 | $630.6 | |
% Change | 5.3% | 6.2% | 7.4% | 8.7% |
• | Constellation Beer Business posted 6.2% depletion growth driven by Modelo Especial, which generated the most growth for the entire U.S. beer category and depletion growth of 15%. When adjusted for one less selling day in the quarter, the beer business generated 7.5% depletion growth. |
• | Corona Refresca became a “top 5” U.S. high-end beer market share gainer with accelerating depletion growth throughout the summer months. |
• | Corona Premier achieved double digit sales and distribution growth in IRI channels during the quarter and has become the fastest growing beer in the on-premise. |
• | Pacifico showed continued strength with double digit depletion growth. |
• | The remaining beer shipment volume timing benefit which occurred at year-end fiscal 2019 is expected to reverse during the remainder of fiscal 2020. |
• Operating margin increased 50 basis points to 41.8%, as benefits from favorable pricing and foreign currency were partially offset by higher COGS.• The beer business continues to target 7 - 9% net sales and operating income growth for fiscal 2020. | |
![]() |
wine and spirits | ||||
Shipment Volume | Depletion Volume | Net Sales | Operating Income | |
Three Months Ended | In millions; branded product, 9-liter case equivalents | ||||
August 31, 2019 | 14.4 | $703.6 | $160.4 | |
August 31, 2018 | 16.0 | $772.0 | $201.4 | |
% Change | (10.0%) | (13.3%) | (8.9%) | (20.4%) |
• | Wine and spirits business performance continues to be impacted by transition activities with distributors who are repositioning for ownership of brands upon close of the pending transaction with E.J. Gallo. |
• | Power Brand depletions declined almost 4%. As the wine and spirits business transformation strategy evolves under a new set of strategic imperatives, select promotional retail activities for key brands that occurred during last year’s second quarter were not repeated this year as they did not meet the return targets for the business. However, Power Brand marketplace performance continues to outpace the overall U.S. wine and spirits category with brands like Kim Crawford, Ruffino, Meiomi, and Cooper & Thief generating double digit growth in IRI channels during the quarter. |
• | The wine and spirits innovation pipeline is primed for the upcoming holiday selling season with impactful innovation planned for key brands in the second half of the fiscal year. Innovation introductions include wine in a can for Woodbridge and Kim Crawford as well as Robert Mondavi Private Selection Rye Barrel Aged Red Blend. |
• | Woodbridge continued to accelerate in IRI channels fueled by its new marketing campaign, growing sales 2% and outpacing growth of its price segment by 400 basis points. |
● SVEDKA continued its hot streak with ongoing share gains in the U.S. vodka category, bolstered by the new “Bring Your Own Spirit” national advertising campaign. ● Operating margin decreased 330 basis points to 22.8% primarily due to higher COGS and marketing spend. ● The wine and spirits business now expects fiscal 2020 net sales and operating income to decline 15 - 20% and approximately 25%, respectively largely due to updated assumptions for transaction timing. | ||
![]() | ||
Woodbridge new football campaign |
Constellation Brands, Inc. Q2 FY2020 Earnings Release | 2 |
OUTLOOK The table below sets forth management’s current EPS expectations for fiscal 2020 compared to fiscal 2019 actual results, both on a reported basis, a comparable basis, and a comparable basis excluding Canopy equity losses and related activities. | |||||||
Reported Basis | Comparable Basis | ||||||
FY20 Estimate | FY19 Actual | FY20 Estimate (Excl. Canopy) | FY19 Actual | FY19 Actual (Excl. Canopy) | |||
Fiscal Year Ending February 28/29 | $0.55 - $0.75 | $17.57 | $9.00 - $9.20 | $9.28 | $9.34 | ||
Fiscal Year 2020 Guidance Assumptions: Assumes Wine and Spirits Transaction closes at the end of third quarter fiscal 2020 and Black Velvet Transaction closes at the beginning of November 2019. | |||||||
● Beer: net sales and operating income growth 7 - 9% ● Wine and Spirits: net sales decline 15 - 20% and operating income decline of approximately 25% ● Interest expense: $430 - $440 million ● Tax rate: reported 95% to 97%, reflecting fiscal 2020 year to date Canopy fair value tax benefit, comparable excluding Canopy equity earnings impact approximately 17% | ● Weighted average diluted shares outstanding: approximately 195 million; assumes no additional share repurchases for fiscal 2020 ● Operating cash flow: $2.1 - $2.3 billion ● Capital expenditures: $800 - $900 million, including approximately $600 million targeted for Mexico beer operations expansion activities ● Free cash flow: $1.3 - $1.4 billion | ||||||
The reported basis EPS guidance includes the fiscal 2020 year to date Canopy equity earnings and related activities impact. Our guidance does not reflect future changes in the fair value of the company’s investments in Canopy’s warrants and convertible debt securities. Additionally, the company continues to evaluate the future potential equity earnings impact from the Canopy equity method investment and related activities and, as such, these items have been excluded from the guidance assumptions noted above. |
Summary Information for Businesses to be Divested | FY19 Q1 | FY19 Q2 | FY19 Q3 | FY19 Q4 | FY20 Q1 | FY20 Q2 | |||||
(in millions) | |||||||||||
Shipment volume (9-liter case equivalents) | ~7.1 | ~8.4 | ~7.7 | ~7.4 | ~6.7 | ~7.0 | |||||
Net sales | ~$273 | ~$319 | ~$305 | ~$285 | ~$258 | ~$264 | |||||
CAM (gross profit less marketing) | ~$95 | ~$114 | ~$111 | ~$105 | ~$99 | ~$93 | |||||
The impact of the Wine and Spirits and Black Velvet Transactions on fiscal 2020 wine and spirits guidance is as follows: | |||||||||||
Reported basis net sales decline | 15 - 20% | ||||||||||
Reported basis operating income decline | Approximately 25% |
As a result of the Wine and Spirits and Black Velvet Transactions, a cost reduction plan is expected to be implemented for fiscal 2020 and 2021 to address stranded costs. The table below sets forth management’s current estimate of the total annual stranded costs expected from the Wine and Spirits and Black Velvet Transactions, and the estimated fiscal year timing of when these costs will be removed from our remaining wine and spirits business. Amounts shown for fiscal 2020 are included in the guidance assumptions noted above. | |||||
Stranded costs | ~$130 million | ||||
Fiscal Year 2020 cost reductions | ~$20 million | ||||
Fiscal Year 2021 cost reductions | ~$110 million |
Constellation Brands, Inc. Q2 FY2020 Earnings Release | 3 |
![]() | The Beverage Information Group recognized Constellation Brands in October 2019 with five Growth Brands Awards: Modelo Especial, Modelo Negra, Corona Extra, Corona Light, and Corona Refresca. All awards are given based on sales from the prior calendar year. |
ABOUT CONSTELLATION BRANDS Constellation Brands (NYSE: STZ and STZ.B), a Fortune 500® company, is a leading international producer and marketer of beer, wine and spirits with operations in the U.S., Mexico, New Zealand, Italy, and Canada. Constellation is the No. 3 beer company in the U.S. with high-end, iconic imported beer brands such as the Corona and Modelo brand families, and Pacifico. Its high-quality wine and spirits brands include the Robert Mondavi and The Prisoner Wine Company brand families, Kim Crawford, Ruffino, Meiomi, and SVEDKA Vodka. The company’s portfolio also includes a collection of highly-rated wine brands such as SIMI and Mount Veeder Winery, spirits brands High West Whiskey and Casa Noble Tequila, as well as new wine innovations such as Cooper & Thief and Spoken Barrel. Based in Victor, N.Y., the company believes that industry leadership involves a commitment to brand building, our trade partners, the environment, our investors, and to consumers around the world who choose our products when celebrating big moments or enjoying quiet ones. Since its founding in 1945, Constellation’s ability to see, meet and stay ahead of shifting consumer preferences and trends across total beverage alcohol has fueled our success and made us one of the top growth contributors in beverage alcohol in the U.S. To learn more, follow us on Twitter @cbrands and visit www.cbrands.com. |
MEDIA CONTACTS | INVESTOR RELATIONS CONTACTS | ||||
Mike McGrew | 773-251-4934 | michael.mcgrew@cbrands.com | Patty Yahn-Urlaub | 585-678-7483 | patty.yahn-urlaub@cbrands.com |
Amy Martin | 585-678-7141 | amy.martin@cbrands.com | Bob Czudak | 585-678-7170 | bob.czudak@cbrands.com |
Tom Conaway | 585-678-7503 | thomas.conaway@cbrands.com |
Constellation Brands, Inc. Q2 FY2020 Earnings Release | 4 |
• | completion and timing of the pending Wine and Spirits Transaction and of the pending Black Velvet Transaction; |
• | impact of the pending Wine and Spirits Transaction and of the pending Black Velvet Transaction, amount and use of expected proceeds from the pending transactions, amount of stranded costs, and amount and timing of cost reductions may vary from management’s current expectations; |
• | beer operations expansion, construction, and optimization activities, and costs and timing associated with these activities, may vary from management’s current estimates; |
• | accuracy of supply projections, including those relating to beer operations expansion activities and glass sourcing; |
• | operating cash flow, free cash flow, effective tax rate, and capital expenditures to support long-term growth may vary from management’s current estimates; |
• | accuracy of projections associated with market opportunities and with previously announced acquisitions, investments, and divestitures; |
• | accuracy of projections relating to the Canopy investments may vary from management’s current expectations; |
• | exact duration of the share repurchase implementation and the amount, timing, and source of funds for any share repurchases; |
• | amount and timing of future dividends are subject to the determination and discretion of the board of directors; |
• | raw material and water supply, production or shipment difficulties could adversely affect the company’s ability to supply its customers; |
• | general economic, geo-political, domestic, international and regulatory conditions, instability in world financial markets, unanticipated environmental liabilities and costs, or enhanced competitive activities; |
• | changes to international trade agreements and tariffs, accounting standards, elections or assertions, tax laws or other governmental rules and regulations, and other factors which could impact the company’s reported financial position, results of operations, or effective tax rate, and accuracy of any associated projections; |
• | 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 February 28, 2019, as supplemented by the company’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2019, which could cause actual future performance to differ from current expectations. |
Constellation Brands, Inc. Q2 FY2020 Earnings Release | 5 |
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in millions, unaudited) | |||||||
August 31, 2019 | February 28, 2019 | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 81.3 | $ | 93.6 | |||
Accounts receivable | 953.7 | 846.9 | |||||
Inventories | 1,311.4 | 2,130.4 | |||||
Prepaid expenses and other | 525.1 | 613.1 | |||||
Assets held for sale - current | 666.0 | — | |||||
Total current assets | 3,537.5 | 3,684.0 | |||||
Property, plant, and equipment | 5,141.6 | 5,267.3 | |||||
Goodwill | 7,696.7 | 8,088.8 | |||||
Intangible assets | 2,787.0 | 3,198.1 | |||||
Equity method investments | 3,003.8 | 3,465.6 | |||||
Securities measured at fair value | 1,572.2 | 3,234.7 | |||||
Deferred income taxes | 2,146.8 | 2,183.3 | |||||
Assets held for sale | 1,019.1 | — | |||||
Other assets | 650.4 | 109.7 | |||||
Total assets | $ | 27,555.1 | $ | 29,231.5 | |||
LIABILITIES AND STOCKHOLDER’S EQUITY | |||||||
Current liabilities: | |||||||
Short-term borrowings | $ | 150.9 | $ | 791.5 | |||
Current maturities of long-term debt | 636.1 | 1,065.2 | |||||
Accounts payable | 608.6 | 616.7 | |||||
Other accrued expenses and liabilities | 800.3 | 690.4 | |||||
Total current liabilities | 2,195.9 | 3,163.8 | |||||
Long-term debt, less current maturities | 12,159.8 | 11,759.8 | |||||
Deferred income taxes and other liabilities | 1,508.4 | 1,470.7 | |||||
Total liabilities | 15,864.1 | 16,394.3 | |||||
CBI stockholders’ equity | 11,377.5 | 12,551.0 | |||||
Noncontrolling interests | 313.5 | 286.2 | |||||
Total stockholders’ equity | 11,691.0 | 12,837.2 | |||||
Total liabilities and stockholders’ equity | $ | 27,555.1 | $ | 29,231.5 |
Constellation Brands, Inc. Q2 FY2020 Earnings Release | 6 |
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except per share data, unaudited) | |||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||
August 31, 2019 | August 31, 2018 | August 31, 2019 | August 31, 2018 | ||||||||||||
Sales | $ | 2,573.4 | $ | 2,525.7 | $ | 4,855.9 | $ | 4,755.7 | |||||||
Excise taxes | (229.4 | ) | (226.6 | ) | (414.7 | ) | (409.5 | ) | |||||||
Net sales | 2,344.0 | 2,299.1 | 4,441.2 | 4,346.2 | |||||||||||
Cost of product sold | (1,158.1 | ) | (1,130.9 | ) | (2,226.6 | ) | (2,129.4 | ) | |||||||
Gross profit | 1,185.9 | 1,168.2 | 2,214.6 | 2,216.8 | |||||||||||
Selling, general, and administrative expenses | (466.4 | ) | (403.2 | ) | (872.4 | ) | (826.4 | ) | |||||||
Operating income (loss) | 719.5 | 765.0 | 1,342.2 | 1,390.4 | |||||||||||
Income (loss) from unconsolidated investments | (1,324.7 | ) | 688.4 | (2,255.3 | ) | 1,052.8 | |||||||||
Interest expense | (111.6 | ) | (88.0 | ) | (226.2 | ) | (175.8 | ) | |||||||
Loss on extinguishment of debt | (2.4 | ) | — | (2.4 | ) | — | |||||||||
Income (loss) before income taxes | (719.2 | ) | 1,365.4 | (1,141.7 | ) | 2,267.4 | |||||||||
(Provision for) benefit from income taxes | 202.2 | (214.1 | ) | 387.6 | (369.8 | ) | |||||||||
Net income (loss) | (517.0 | ) | 1,151.3 | (754.1 | ) | 1,897.6 | |||||||||
Net income (loss) attributable to noncontrolling interests | (8.2 | ) | (1.8 | ) | (16.5 | ) | (4.3 | ) | |||||||
Net income (loss) attributable to CBI | $ | (525.2 | ) | $ | 1,149.5 | $ | (770.6 | ) | $ | 1,893.3 | |||||
Net income (loss) per common share attributable to CBI: | |||||||||||||||
Basic – Class A Common Stock | $ | (2.77 | ) | $ | 6.11 | $ | (4.08 | ) | $ | 10.03 | |||||
Basic – Class B Convertible Common Stock | $ | (2.52 | ) | $ | 5.55 | $ | (3.71 | ) | $ | 9.11 | |||||
Diluted – Class A Common Stock | $ | (2.77 | ) | $ | 5.87 | $ | (4.08 | ) | $ | 9.64 | |||||
Diluted – Class B Convertible Common Stock | $ | (2.52 | ) | $ | 5.41 | $ | (3.71 | ) | $ | 8.89 | |||||
Weighted average common shares outstanding: | |||||||||||||||
Basic – Class A Common Stock | 168.310 | 167.172 | 168.215 | 167.617 | |||||||||||
Basic – Class B Convertible Common Stock | 23.316 | 23.323 | 23.316 | 23.325 | |||||||||||
Diluted – Class A Common Stock | 168.310 | 195.907 | 168.215 | 196.468 | |||||||||||
Diluted – Class B Convertible Common Stock | 23.316 | 23.323 | 23.316 | 23.325 | |||||||||||
Cash dividends declared per common share: | |||||||||||||||
Class A Common Stock | $ | 0.75 | $ | 0.74 | $ | 1.50 | $ | 1.48 | |||||||
Class B Convertible Common Stock | $ | 0.68 | $ | 0.67 | $ | 1.36 | $ | 1.34 |
Constellation Brands, Inc. Q2 FY2020 Earnings Release | 7 |
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions, unaudited) | |||||||
Six Months Ended | |||||||
August 31, 2019 | August 31, 2018 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||||
Net income (loss) | $ | (754.1 | ) | $ | 1,897.6 | ||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||
Unrealized net (gain) loss on securities measured at fair value | 1,666.6 | (950.4 | ) | ||||
Equity in (earnings) losses of equity method investees, net of distributed (earnings) losses | 580.3 | 2.1 | |||||
Depreciation | 169.1 | 168.8 | |||||
Loss on inventory and related contracts | 61.0 | — | |||||
(Gain) loss on sale of business and assets held for sale | 36.0 | (6.2 | ) | ||||
Stock-based compensation | 33.6 | 35.9 | |||||
Impairment and amortization of intangible assets | 13.9 | 3.0 | |||||
Amortization of debt issuance costs and loss on extinguishment of debt | 9.7 | 8.9 | |||||
Net gain (loss) on sale of unconsolidated investment | 0.1 | (99.8 | ) | ||||
Deferred tax provision (benefit) | (452.7 | ) | 202.3 | ||||
Change in operating assets and liabilities, net of effects from purchases of businesses: | |||||||
Accounts receivable | (106.2 | ) | (173.8 | ) | |||
Inventories | 92.7 | 123.8 | |||||
Prepaid expenses and other current assets | 32.2 | (49.0 | ) | ||||
Accounts payable | 3.9 | 111.0 | |||||
Deferred revenue | 34.0 | 35.6 | |||||
Other accrued expenses and liabilities | (61.0 | ) | 15.6 | ||||
Other | 60.3 | 13.1 | |||||
Total adjustments | 2,173.5 | (559.1 | ) | ||||
Net cash provided by (used in) operating activities | 1,419.4 | 1,338.5 | |||||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||||
Purchases of property, plant, and equipment | (355.2 | ) | (370.6 | ) | |||
Purchases of businesses, net of cash acquired | (36.2 | ) | (20.2 | ) | |||
Investments in equity method investees and securities | (33.0 | ) | (152.1 | ) | |||
Proceeds from sale of unconsolidated investment | — | 110.2 | |||||
Proceed from sales of assets | — | 44.7 | |||||
Other investing activities | (1.3 | ) | (0.8 | ) | |||
Net cash provided by (used in) investing activities | (425.7 | ) | (388.8 | ) | |||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||||
Principal payments of long-term debt | (1,331.5 | ) | (23.5 | ) | |||
Net proceeds from (repayments of) short-term borrowings | (640.5 | ) | (32.4 | ) | |||
Dividends paid | (285.0 | ) | (279.1 | ) | |||
Purchases of treasury stock | (50.0 | ) | (504.3 | ) | |||
Payments of minimum tax withholdings on stock-based payment awards | (14.2 | ) | (13.5 | ) | |||
Payments of debt issuance costs | (8.0 | ) | (13.6 | ) | |||
Proceeds from issuance of long-term debt | 1,291.3 | 12.0 | |||||
Proceeds from shares issued under equity compensation plans | 32.9 | 21.5 | |||||
Net cash provided by (used in) financing activities | (1,005.0 | ) | (832.9 | ) | |||
Effect of exchange rate changes on cash and cash equivalents | (1.0 | ) | (1.0 | ) | |||
Net increase (decrease) in cash and cash equivalents | (12.3 | ) | 115.8 | ||||
Cash and cash equivalents, beginning of period | 93.6 | 90.3 | |||||
Cash and cash equivalents, end of period | $ | 81.3 | $ | 206.1 |
Constellation Brands, Inc. Q2 FY2020 Earnings Release | 8 |
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES SUMMARIZED SEGMENT AND INCOME (LOSS) FROM UNCONSOLIDATED INVESTMENTS INFORMATION (in millions, unaudited) | |||||||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||||||
August 31, 2019 | August 31, 2018 | Percent Change | August 31, 2019 | August 31, 2018 | Percent Change | ||||||||||||||||
Beer | |||||||||||||||||||||
Segment net sales | $ | 1,640.4 | $ | 1,527.1 | 7 | % | $ | 3,117.8 | $ | 2,902.2 | 7 | % | |||||||||
Segment gross profit | $ | 913.3 | $ | 843.4 | 8 | % | $ | 1,732.8 | $ | 1,592.8 | 9 | % | |||||||||
% Net sales | 55.7 | % | 55.2 | % | 55.6 | % | 54.9 | % | |||||||||||||
Segment operating income (loss) | $ | 685.3 | $ | 630.6 | 9 | % | $ | 1,265.9 | $ | 1,150.6 | 10 | % | |||||||||
% Net sales | 41.8 | % | 41.3 | % | 40.6 | % | 39.6 | % | |||||||||||||
Wine and Spirits | |||||||||||||||||||||
Wine net sales | $ | 611.1 | $ | 671.0 | (9 | %) | $ | 1,146.1 | $ | 1,262.8 | (9 | %) | |||||||||
Spirits net sales | 92.5 | 101.0 | (8 | %) | 177.3 | 181.2 | (2 | %) | |||||||||||||
Segment net sales | $ | 703.6 | $ | 772.0 | (9 | %) | $ | 1,323.4 | $ | 1,444.0 | (8 | %) | |||||||||
Segment gross profit | $ | 292.1 | $ | 336.6 | (13 | %) | $ | 563.8 | $ | 627.4 | (10 | %) | |||||||||
% Net sales | 41.5 | % | 43.6 | % | 42.6 | % | 43.4 | % | |||||||||||||
Segment operating income (loss) | $ | 160.4 | $ | 201.4 | (20 | %) | $ | 321.2 | $ | 369.2 | (13 | %) | |||||||||
% Net sales | 22.8 | % | 26.1 | % | 24.3 | % | 25.6 | % | |||||||||||||
Segment income (loss) from unconsolidated investments | $ | (1.0 | ) | $ | (1.0 | ) | — | % | $ | 3.0 | $ | 3.8 | (21 | %) | |||||||
Corporate Operations and Other | |||||||||||||||||||||
Segment operating income (loss) | $ | (53.7 | ) | $ | (51.3 | ) | 5 | % | $ | (97.4 | ) | $ | (101.5 | ) | (4 | %) | |||||
Segment income (loss) from unconsolidated investments | $ | (0.2 | ) | $ | (1.1 | ) | NM | $ | (1.3 | ) | $ | (1.2 | ) | NM | |||||||
Canopy equity losses (1) | $ | (54.7 | ) | NA | $ | (109.1 | ) | NA | |||||||||||||
Consolidated operating income (loss) | $ | 719.5 | $ | 765.0 | $ | 1,342.2 | $ | 1,390.4 | |||||||||||||
Comparable Adjustments | 72.5 | 15.7 | 147.5 | 27.9 | |||||||||||||||||
Comparable operating income (loss) | $ | 792.0 | $ | 780.7 | $ | 1,489.7 | $ | 1,418.3 | |||||||||||||
Consolidated income (loss) from unconsolidated investments | $ | (1,324.7 | ) | $ | 688.4 | $ | (2,255.3 | ) | $ | 1,052.8 | |||||||||||
Comparable Adjustments | 1,268.8 | (690.5 | ) | 2,147.9 | (1,050.2 | ) | |||||||||||||||
Comparable income (loss) from unconsolidated investments | $ | (55.9 | ) | $ | (2.1 | ) | $ | (107.4 | ) | $ | 2.6 | ||||||||||
Consolidated EBIT | $ | 736.1 | $ | 778.6 | $ | 1,382.3 | $ | 1,420.9 |
(1) | Beginning March 1, 2019, we have changed our internal management financial reporting to include Canopy as a segment. We recognize our equity in earnings (losses) for Canopy on a two-month lag. Accordingly, we recognized our share of Canopy’s losses for the periods April 1, 2019, through June 30, 2019, and January 1, 2019, through June 30, 2019 in our consolidated results for the three and six months ended August 31, 2019, respectively. The summarized financial information below represents 100% of Canopy’s reported results, prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”), and converted from Canadian dollars to U.S. dollars using the weighted average exchange rates for April 1, 2019, through June 30, 2019 and January 1, 2019, through June 30, 2019. | |||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||
August 31, 2019 | August 31, 2018 | August 31, 2019 | August 31, 2018 | |||||||||||
Net sales | $ | 67.7 | NA | $ | 138.4 | NA | ||||||||
Gross profit | 9.8 | NA | $ | 21.1 | NA | |||||||||
% Net sales | 14.5 | % | NA | 15.2 | % | NA | ||||||||
Operating income (loss) | $ | (160.5 | ) | NA | $ | (330.5 | ) | NA | ||||||
% Net sales | NM | NA | NM | NA |
Constellation Brands, Inc. Q2 FY2020 Earnings Release | 9 |
Three Months Ended | Six Months Ended | ||||||||||||||||
August 31, 2019 | August 31, 2018 | Percent Change | August 31, 2019 | August 31, 2018 | Percent Change | ||||||||||||
Beer | |||||||||||||||||
(in millions, branded product, 24-pack, 12-ounce case equivalents) | |||||||||||||||||
Shipment volume | 91.9 | 87.3 | 5.3 | % | 174.0 | 165.2 | 5.3 | % | |||||||||
Depletion volume (1) | 6.2 | % | 6.4 | % | |||||||||||||
Wine and Spirits | |||||||||||||||||
(in millions, branded product, 9-liter case equivalents) | |||||||||||||||||
Shipment volume | 14.4 | 16.0 | (10.0 | %) | 26.8 | 29.5 | (9.2 | %) | |||||||||
U.S. Domestic shipment volume | 13.5 | 14.8 | (8.8 | %) | 24.8 | 27.3 | (9.2 | %) | |||||||||
U.S. Domestic Power Brands shipment volume (2) | 6.3 | 6.3 | — | % | 10.8 | 11.6 | (6.9 | %) | |||||||||
U.S. Domestic depletion volume (1) | (13.3 | %) | (7.5 | %) | |||||||||||||
U.S. Domestic Power Brands depletion volume (1) (2) | (3.8 | %) | (0.3 | %) |
(1) | Depletions represent distributor shipments of our respective branded products to retail customers, based on third-party data. | ||||||
(2) | U.S. Domestic Power Brands include the following brands and/or portfolio of brands: | ||||||
Wine Brands | Wine Portfolio of Brands | Spirits Brands | |||||
● 7 Moons | ● Drylands | ● SIMI | ● Charles Smith | ● Casa Noble | |||
● Auros | ● Kim Crawford | ● Spoken Barrel | ● Prisoner | ● High West | |||
● Champagne Palmer & Co | ● Meiomi | ● Robert Mondavi | ● Mi CAMPO | ||||
● Cooper & Thief | ● Mount Veeder | ● Schrader | ● Nelson’s Green Brier | ||||
● Crafters Union | ● Nobilo | ● SVEDKA | |||||
● Cuvée Sauvage | ● Ruffino | ● The Real McCoy |
Constellation Brands, Inc. Q2 FY2020 Earnings Release | 10 |
Three Months Ended August 31, 2019 | Three Months Ended August 31, 2018 | Percent Change - Reported Basis (GAAP) | Percent Change - Comparable Basis (Non-GAAP) | ||||||||||||||||||||||
Reported Basis (GAAP) | Comparable Adjustments | Comparable Basis (Non-GAAP) | Reported Basis (GAAP) | Comparable Adjustments | Comparable Basis (Non-GAAP) | ||||||||||||||||||||
Net sales | $ | 2,344.0 | $ | 2,344.0 | $ | 2,299.1 | $ | 2,299.1 | 2 | % | 2 | % | |||||||||||||
Cost of product sold | (1,158.1 | ) | $ | 19.5 | (1,130.9 | ) | $ | 11.8 | |||||||||||||||||
Gross profit | 1,185.9 | 19.5 | $ | 1,205.4 | 1,168.2 | 11.8 | $ | 1,180.0 | 2 | % | 2 | % | |||||||||||||
Selling, general, and administrative expenses | (466.4 | ) | 53.0 | (403.2 | ) | 3.9 | |||||||||||||||||||
Operating income (loss) | 719.5 | 72.5 | $ | 792.0 | 765.0 | 15.7 | $ | 780.7 | (6 | %) | 1 | % | |||||||||||||
Income (loss) from unconsolidated investments | (1,324.7 | ) | 1,268.8 | 688.4 | (690.5 | ) | |||||||||||||||||||
EBIT | $ | 736.1 | $ | 778.6 | NA | (5 | %) | ||||||||||||||||||
Interest expense | (111.6 | ) | (88.0 | ) | 0.2 | ||||||||||||||||||||
Loss on extinguishment of debt | (2.4 | ) | 2.4 | — | |||||||||||||||||||||
Income (loss) before income taxes | (719.2 | ) | 1,343.7 | $ | 624.5 | 1,365.4 | (674.6 | ) | $ | 690.8 | (153 | %) | (10 | %) | |||||||||||
(Provision for) benefit from income taxes (1) | 202.2 | (289.1 | ) | (214.1 | ) | 87.3 | |||||||||||||||||||
Net income (loss) | (517.0 | ) | 1,054.6 | 1,151.3 | (587.3 | ) | |||||||||||||||||||
Net income (loss) attributable to noncontrolling interests | (8.2 | ) | (1.8 | ) | |||||||||||||||||||||
Net income (loss) attributable to CBI | $ | (525.2 | ) | $ | 1,054.6 | $ | 529.4 | $ | 1,149.5 | $ | (587.3 | ) | $ | 562.2 | (146 | %) | (6 | %) | |||||||
EPS (2) | $ | (2.77 | ) | $ | 5.41 | $ | 2.72 | $ | 5.87 | $ | (3.00 | ) | $ | 2.87 | (147 | %) | (5 | %) | |||||||
Weighted average common shares outstanding – diluted (3) | 168.310 | 26.621 | 194.931 | 195.907 | 195.907 | ||||||||||||||||||||
Gross margin | 50.6 | % | 51.4 | % | 50.8 | % | 51.3 | % | |||||||||||||||||
Operating margin | 30.7 | % | 33.8 | % | 33.3 | % | 34.0 | % | |||||||||||||||||
Effective tax rate | 28.1 | % | 13.9 | % | 15.7 | % | 18.4 | % |
Constellation Brands, Inc. Q2 FY2020 Earnings Release | 11 |
Three Months Ended August 31, 2019 | Three Months Ended August 31, 2018 | ||||||||||||||||||||||||
Comparable Adjustments | Acquisitions, Divestitures, and Related Costs (4) | Restructuring and Other Strategic Business Development Costs (5) | Other (6) | Total | Acquisitions, Divestitures, and Related Costs (4) | Restructuring and Other Strategic Business Development Costs (5) | Other (6) | Total | |||||||||||||||||
Cost of product sold | $ | (0.8 | ) | $ | (19.8 | ) | $ | 1.1 | $ | (19.5 | ) | $ | (0.8 | ) | $ | (1.6 | ) | $ | (9.4 | ) | $ | (11.8 | ) | ||
Selling, general, and administrative expenses | $ | (3.2 | ) | $ | (26.5 | ) | $ | (23.3 | ) | $ | (53.0 | ) | $ | 0.4 | $ | (4.3 | ) | $ | — | $ | (3.9 | ) | |||
Operating income (loss) | $ | (4.0 | ) | $ | (46.3 | ) | $ | (22.2 | ) | $ | (72.5 | ) | $ | (0.4 | ) | $ | (5.9 | ) | $ | (9.4 | ) | $ | (15.7 | ) | |
Income (loss) from unconsolidated investments | $ | (9.7 | ) | $ | — | $ | (1,259.1 | ) | $ | (1,268.8 | ) | $ | (1.6 | ) | $ | — | $ | 692.1 | $ | 690.5 | |||||
Interest expense | $ | — | $ | — | $ | — | $ | — | $ | (0.2 | ) | $ | — | $ | — | $ | (0.2 | ) | |||||||
Loss on extinguishment of debt | $ | — | $ | — | $ | (2.4 | ) | $ | (2.4 | ) | $ | — | $ | — | $ | — | $ | — | |||||||
(Provision for) benefit from income taxes (1) | $ | 3.3 | $ | 11.1 | $ | 274.7 | $ | 289.1 | $ | 6.0 | $ | 1.5 | $ | (94.8 | ) | $ | (87.3 | ) | |||||||
Net income (loss) attributable to CBI | $ | (10.4 | ) | $ | (35.2 | ) | $ | (1,009.0 | ) | $ | (1,054.6 | ) | $ | 3.8 | $ | (4.4 | ) | $ | 587.9 | $ | 587.3 | ||||
EPS (2) | $ | (0.05 | ) | $ | (0.18 | ) | $ | (5.18 | ) | $ | (5.41 | ) | $ | 0.02 | $ | (0.02 | ) | $ | 3.00 | $ | 3.00 |
(1) | The effective tax rate applied to each Comparable Adjustment amount is generally based upon the jurisdiction in which the Comparable Adjustment was recognized. Additionally, for the six months ended August 31, 2019, the (provision for) benefit from income taxes includes a benefit recognized for the reversal of a valuation allowance for capital loss carryforwards as a result of classifying assets held for sale in connection with the definitive agreement to sell a portion of the wine and spirits business to E. & J. Gallo Winery (the “Wine and Spirits Transaction”). |
(2) | May not sum due to rounding as each item is computed independently. For the three months and six months ended August 31, 2019, the comparable adjustments and comparable basis diluted net income per share are calculated on a fully dilutive basis. (3) |
(3) | We have excluded 23,316,411 and 23,316,505 of Class B Convertible Common Stock and 3,304,955 and 3,367,943 of shares issuable under the assumed exercise of stock options using the treasury stock method from the calculation of reported basis diluted net loss per share for the three months and six months ended August 31, 2019, respectively, as the effect of including these would have been anti-dilutive. |
(4) | For the three months ended August 31, 2019, acquisitions, divestitures, and related costs primarily consist of flow through of inventory basis adjustments associated with our investment in Canopy Growth Corporation (“Canopy”) as well as Canopy’s transaction related costs for acquisitions. For the three months ended August 31, 2018, acquisitions, divestitures, and related costs consist primarily of a net gain on the sale of certain assets, partially offset by transaction-related costs recognized in connection with the November 2018 investment in Canopy announced in August 2018. |
(5) | For the three months ended August 31, 2019, and August 31, 2018, restructuring and other strategic business development costs consist primarily of costs recognized in connection with the development of a program specifically intended to identify opportunities for further streamlining of processes and improving capabilities, linking strategy with execution, prioritizing resources, and enabling a new enterprise resource planning system. For the three months ended August 31, 2019, restructuring and other strategic business development costs also consist of costs to optimize our portfolio, gain efficiencies, and reduce our cost structure primarily within the wine and spirits segment. |
(6) | For the three months ended August 31, 2019, other consists primarily of an unrealized net loss from the mark to fair value of our investments in Canopy and costs associated with Canopy equity losses and related activities, partially offset by an unrealized gain from the June 2019 modification of the terms of the November 2018 Canopy Warrants. For the three months ended August 31, 2018, other consists primarily of an unrealized net gain from the mark to fair value of our investments in Canopy, partially offset by a net loss from the mark to fair value of undesignated commodity derivative contracts. |
Constellation Brands, Inc. Q2 FY2020 Earnings Release | 12 |
Six Months Ended August 31, 2019 | Six Months Ended August 31, 2018 | Percent Change - Reported Basis (GAAP) | Percent Change - Comparable Basis (Non-GAAP) | ||||||||||||||||||||||
Reported Basis (GAAP) | Comparable Adjustments | Comparable Basis (Non-GAAP) | Reported Basis (GAAP) | Comparable Adjustments | Comparable Basis (Non-GAAP) | ||||||||||||||||||||
Net sales | $ | 4,441.2 | $ | 4,441.2 | $ | 4,346.2 | $ | 4,346.2 | 2 | % | 2 | % | |||||||||||||
Cost of product sold | (2,226.6 | ) | $ | 82.0 | (2,129.4 | ) | $ | 3.4 | |||||||||||||||||
Gross profit | 2,214.6 | 82.0 | $ | 2,296.6 | 2,216.8 | 3.4 | $ | 2,220.2 | — | % | 3 | % | |||||||||||||
Selling, general, and administrative expenses | (872.4 | ) | 65.5 | (826.4 | ) | 24.5 | |||||||||||||||||||
Operating income (loss) | 1,342.2 | 147.5 | $ | 1,489.7 | 1,390.4 | 27.9 | $ | 1,418.3 | (3 | %) | 5 | % | |||||||||||||
Income (loss) from unconsolidated investments | (2,255.3 | ) | 2,147.9 | 1,052.8 | (1,050.2 | ) | |||||||||||||||||||
EBIT | $ | 1,382.3 | $ | 1,420.9 | NA | (3 | %) | ||||||||||||||||||
Interest expense | (226.2 | ) | (175.8 | ) | 0.2 | ||||||||||||||||||||
Loss on extinguishment of debt | (2.4 | ) | 2.4 | — | |||||||||||||||||||||
Income (loss) before income taxes | (1,141.7 | ) | 2,297.8 | $ | 1,156.1 | 2,267.4 | (1,022.1 | ) | $ | 1,245.3 | (150 | %) | (7 | %) | |||||||||||
(Provision for) benefit from income taxes (1) | 387.6 | (568.0 | ) | (369.8 | ) | 124.3 | |||||||||||||||||||
Net income (loss) | (754.1 | ) | 1,729.8 | 1,897.6 | (897.8 | ) | |||||||||||||||||||
Net income (loss) attributable to noncontrolling interests | (16.5 | ) | (4.3 | ) | |||||||||||||||||||||
Net income (loss) attributable to CBI | $ | (770.6 | ) | $ | 1,729.8 | $ | 959.2 | $ | 1,893.3 | $ | (897.8 | ) | $ | 995.5 | (141 | %) | (4 | %) | |||||||
EPS (2) | $ | (4.08 | ) | $ | 8.88 | $ | 4.92 | $ | 9.64 | $ | (4.57 | ) | $ | 5.07 | (142 | %) | (3 | %) | |||||||
Weighted average common shares outstanding – diluted | 168.215 | 26.684 | 194.899 | 196.468 | 196.468 | ||||||||||||||||||||
Gross margin | 49.9 | % | 51.7 | % | 51.0 | % | 51.1 | % | |||||||||||||||||
Operating margin | 30.2 | % | 33.5 | % | 32.0 | % | 32.6 | % | |||||||||||||||||
Effective tax rate | 33.9 | % | 15.6 | % | 16.3 | % | 19.7 | % |
Constellation Brands, Inc. Q2 FY2020 Earnings Release | 13 |
Six Months Ended August 31, 2019 | Six Months Ended August 31, 2018 | ||||||||||||||||||||||||
Comparable Adjustments | Acquisitions, Divestitures, and Related Costs (5) | Restructuring and Other Strategic Business Development Costs (6) | Other (7) | Total | Acquisitions, Divestitures, and Related Costs (5) | Restructuring and Other Strategic Business Development Costs | Other (7) | Total | |||||||||||||||||
Cost of product sold | $ | (1.2 | ) | $ | (67.8 | ) | $ | (13.0 | ) | $ | (82.0 | ) | $ | (1.4 | ) | $ | (5.0 | ) | $ | 3.0 | $ | (3.4 | ) | ||
Selling, general, and administrative expenses | $ | 6.0 | $ | (50.1 | ) | $ | (21.4 | ) | $ | (65.5 | ) | $ | 0.4 | $ | (8.6 | ) | $ | (16.3 | ) | $ | (24.5 | ) | |||
Operating income (loss) | $ | 4.8 | $ | (117.9 | ) | $ | (34.4 | ) | $ | (147.5 | ) | $ | (1.0 | ) | $ | (13.6 | ) | $ | (13.3 | ) | $ | (27.9 | ) | ||
Income (loss) from unconsolidated investments | $ | (19.0 | ) | $ | — | $ | (2,128.9 | ) | $ | (2,147.9 | ) | $ | 99.8 | $ | — | $ | 950.4 | $ | 1,050.2 | ||||||
Interest expense | $ | — | $ | — | $ | — | $ | — | $ | (0.2 | ) | $ | — | $ | — | $ | (0.2 | ) | |||||||
Loss on extinguishment of debt | $ | — | $ | — | $ | (2.4 | ) | $ | (2.4 | ) | $ | — | $ | — | $ | — | $ | — | |||||||
(Provision for) benefit from income taxes (1) | $ | 57.5 | $ | 28.5 | $ | 482.0 | $ | 568.0 | $ | 4.3 | $ | 3.4 | $ | (132.0 | ) | $ | (124.3 | ) | |||||||
Net income (loss) attributable to CBI | $ | 43.3 | $ | (89.4 | ) | $ | (1,683.7 | ) | $ | (1,729.8 | ) | $ | 102.9 | $ | (10.2 | ) | $ | 805.1 | $ | 897.8 | |||||
EPS (2) | $ | 0.22 | $ | (0.46 | ) | $ | (8.64 | ) | $ | (8.88 | ) | $ | 0.52 | $ | (0.05 | ) | $ | 4.10 | $ | 4.57 |
(5) | For the six months ended August 31, 2019, acquisitions, divestitures, and related costs consist primarily of a net income tax benefit recognized for the reversal of a valuation allowance and a gain related to the remeasurement of our previously held equity interest in Nelson’s Green Brier to the acquisition-date fair value, partially offset by flow through of inventory basis adjustments associated with our investment in Canopy as well as Canopy’s transaction related costs for acquisitions. For the six months ended August 31, 2018, acquisitions, divestitures, and related costs consist of a net gain in connection with the sale of our remaining interest in our previously-owned Australian and European business (the “Accolade Wine Investment”) and a net gain on the sale of certain assets, partially offset by transaction-related costs recognized primarily in connection with the November 2018 investment in Canopy announced in August 2018. |
(6) | For the six months ended August 31, 2019, and August 31, 2018, restructuring and other strategic business development costs consist primarily of costs recognized in connection with the development of a program specifically intended to identify opportunities for further streamlining of processes and improving capabilities, linking strategy with execution, prioritizing resources, and enabling a new enterprise resource planning system. For the six months ended August 31, 2019, restructuring and other strategic business development costs also consist of costs to optimize our portfolio, gain efficiencies, and reduce our cost structure primarily within the wine and spirits segment. |
(7) | For the six months ended August 31, 2019, other consists primarily of an unrealized net loss from the mark to fair value of our investments in Canopy and costs associated with Canopy equity losses and related activities, partially offset by an unrealized gain from the June 2019 modification of the terms of the November 2018 Canopy Warrants. For the six months ended August 31, 2018, other consists primarily of an unrealized net gain from the mark to fair value of our investment in Canopy and a net gain from the mark to fair value of undesignated commodity derivative contracts, partially offset by a prior period adjustment for deferred compensation related to certain employment agreements. |
Constellation Brands, Inc. Q2 FY2020 Earnings Release | 14 |
Three Months Ended August 31, 2019 | Six Months Ended August 31, 2019 | ||||||
Equity losses and related activities- reported basis, Canopy EIE (GAAP) (1) | $ | (484.4 | ) | $ | (590.4 | ) | |
Comparable Adjustments (2)(3) | 429.7 | 481.3 | |||||
Equity losses and related activities - comparable basis, Canopy EIE (Non-GAAP) | (54.7 | ) | (109.1 | ) | |||
Benefit from income taxes (3) | 16.3 | 31.9 | |||||
Net income (loss) attributable to CBI - comparable basis, Canopy EIE (Non-GAAP) | $ | (38.4 | ) | $ | (77.2 | ) |
Three Months Ended August 31, 2019 | Six Months Ended August 31, 2019 | ||||||
EPS - reported basis, Canopy EIE (GAAP) | $ | (1.93 | ) | $ | (2.35 | ) | |
Comparable Adjustments - Canopy EIE (Non-GAAP) | 1.68 | 1.89 | |||||
EPS - comparable basis, Canopy EIE (Non-GAAP) (4) | $ | (0.20 | ) | $ | (0.40 | ) |
Three Months Ended August 31, 2019 | Six Months Ended August 31, 2019 | ||||||
EBIT - comparable basis (Non-GAAP) (5) | $ | 736.1 | $ | 1,382.3 | |||
Equity losses and related activities - comparable basis, Canopy EIE (Non-GAAP) | (54.7 | ) | (109.1 | ) | |||
EBIT - comparable basis, excluding Canopy EIE (Non-GAAP) | $ | 790.8 | $ | 1,491.4 |
Three Months Ended August 31, 2019 | Six Months Ended August 31, 2019 | ||||||
EPS - comparable basis (Non-GAAP) (5) | $ | 2.72 | $ | 4.92 | |||
EPS - comparable basis, Canopy EIE (Non-GAAP) | (0.20 | ) | (0.40 | ) | |||
EPS - comparable basis, excluding Canopy EIE (Non-GAAP) (4) | $ | 2.91 | $ | 5.32 |
EPS Guidance | Range for the Year Ending February 29, 2020 | ||||||
Forecasted EPS - reported basis (GAAP) | $ | 0.55 | $ | 0.75 | |||
Acquisitions, divestitures, and related costs (6) | (0.24 | ) | (0.24 | ) | |||
Restructuring and other strategic business development costs (7) | 0.47 | 0.47 | |||||
Other (8) | 8.62 | 8.62 | |||||
Comparable basis, Canopy EIE | (0.40 | ) | (0.40 | ) | |||
Forecasted EPS - comparable basis (Non-GAAP) (4) | $ | 9.00 | $ | 9.20 |
Actual for the Year Ended February 28, 2019 | |||
EPS - reported basis (GAAP) | $ | 17.57 | |
Acquisitions, divestitures, and related costs (6) | (0.44 | ) | |
Restructuring and other strategic business development costs (7) | 0.10 | ||
Other (8) | (7.95 | ) | |
EPS - comparable basis (Non-GAAP) (4) | 9.28 | ||
EPS - comparable basis, Canopy EIE (Non-GAAP) | (0.06 | ) | |
EPS - comparable basis, excluding Canopy EIE (Non-GAAP) (4) | $ | 9.34 |
Constellation Brands, Inc. Q2 FY2020 Earnings Release | 15 |
(1) | Equity earnings (losses) and related activities are included in income (loss) from unconsolidated investments. | |||||||
(2) | Comparable Adjustments, Canopy EIE include: impact from the June 2019 warrant modification, unrealized net (gain) loss from the mark to fair value of securities measured at fair value and related activities, flow through of inventory step-up, share-based compensation expense related to acquisition milestones, acquisition costs, loss on dilution due to Canopy’s issuance of additional stock, and other (gains) losses. | |||||||
(3) | The Comparable Adjustment effective tax rate applied to each Comparable Adjustment amount is generally based upon the jurisdiction in which the adjustment was recognized.The benefit from income taxes effective tax rate applied to our equity in earnings (losses) of Canopy is generally based on the tax rates of the legal entities that hold our investment. | |||||||
(4) | May not sum due to rounding as each item is computed independently. The comparable adjustments and comparable basis diluted net income per share are calculated on a fully dilutive basis. | |||||||
(5) | See reconciliation of the applicable non-GAAP financial measures for the three months and six months ended August 31, 2019, on pages 11 and 13, respectively. | |||||||
(6) | Acquisitions, divestitures, and related costs include: (4) | Estimated for the Year Ending February 29, 2020 | Actual for the Year Ended February 28, 2019 | |||||
Net income tax benefit recognized for the reversal of a valuation allowance | $ | (0.28 | ) | $ | — | |||
Gain on the remeasurement of our investment in Nelson’s Green Brier | $ | (0.05 | ) | $ | — | |||
Net (gain) loss on sale of Accolade Wine Investment | $ | — | $ | (0.50 | ) | |||
Net (gain) loss on interest rate swap contracts associated with debt financing of investment | $ | — | $ | (0.13 | ) | |||
(Gain) loss on sale of certain assets | $ | — | $ | (0.06 | ) | |||
Net (gain) loss on foreign currency derivative contracts associated with investment | $ | — | $ | 0.13 | ||||
Bridge commitment fees associated with debt financing of investment | $ | — | $ | 0.06 | ||||
Transaction, integration, and other acquisition-related costs in connection with: | ||||||||
Investments in Canopy | $ | 0.07 | $ | 0.05 | ||||
The Wine and Spirits Transaction | $ | 0.02 | $ | — | ||||
Schrader Cellars wine acquisition | $ | — | $ | 0.01 | ||||
October 2016 Wine and Spirits Acquisitions | $ | — | $ | 0.01 | ||||
(7) | For the years ended February 29, 2020, and February 28, 2019, restructuring and other strategic business development costs consist primarily of costs recognized in connection with the development of a program specifically intended to identify opportunities for further streamlining of processes and improving capabilities, linking strategy with execution, prioritizing resources, and enabling a new enterprise resource planning system. For the year ended February 29, 2020, restructuring and other strategic business development costs also consist of costs to gain efficiencies and reduce our cost structure in connection with a program intended to optimize the wine and spirits segment. | |||||||
(8) | Other includes: (4) | Estimated for the Year Ending February 29, 2020 | Actual for the Year Ended February 28, 2019 | |||||
Unrealized net (gain) loss from mark to fair value of investments in Canopy | $ | 6.67 | $ | (7.99 | ) | |||
Canopy equity losses and related activities comparable adjustments | $ | 1.76 | $ | (0.03 | ) | |||
Net (gain) loss from mark to fair value of undesignated commodity derivative contracts | $ | 0.08 | $ | 0.03 | ||||
Unconsolidated investments, other | $ | 0.05 | $ | (0.04 | ) | |||
Loss on change in estimated fair value of a contingent liability associated with a prior period acquisition | $ | 0.05 | $ | — | ||||
Impairment of certain Ballast Point intangible assets | $ | 0.04 | $ | 0.41 | ||||
Loss on extinguishment of debt | $ | 0.01 | $ | 0.01 | ||||
Loss on (recovery of) write-down of certain bulk wine inventory as a result of smoke damage sustained during wildfires in California | $ | (0.04 | ) | $ | 0.01 | |||
Net income tax benefit recognized for the reversal of a valuation allowance | $ | — | $ | (0.26 | ) | |||
Net income tax benefit recognized in connection with the TCJ Act | $ | — | $ | (0.19 | ) | |||
Prior period adjustment for deferred compensation related to certain employment contracts | $ | — | $ | 0.08 | ||||
Adverse supply contracts | $ | — | $ | 0.02 |
Constellation Brands, Inc. Q2 FY2020 Earnings Release | 16 |
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 29, 2020 | |||||||
Net cash provided by operating activities (GAAP) | $ | 2,100.0 | $ | 2,300.0 | |||
Purchases of property, plant, and equipment | (800.0 | ) | (900.0 | ) | |||
Free cash flow (Non-GAAP) | $ | 1,300.0 | $ | 1,400.0 | |||
Actual for the Six Months Ended August 31, 2019 | Actual for the Six Months Ended August 31, 2018 | ||||||
Net cash provided by operating activities (GAAP) | $ | 1,419.4 | $ | 1,338.5 | |||
Purchases of property, plant, and equipment | (355.2 | ) | (370.6 | ) | |||
Free cash flow (Non-GAAP) | $ | 1,064.2 | $ | 967.9 |
Constellation Brands, Inc. Q2 FY2020 Earnings Release | 17 |