01—Abstract
Summary
Summary of the 10-K/A filed September 13, 2013. Cited figures are marked; the original filing is the authoritative source.
This amendment to Constellation Brands, Inc.'s annual report for the fiscal year ended February 28, 2013, was signed by Robert Ryder, Executive Vice President and Chief Financial Officer, and dated September 13, 2013.
It revises the exhibit index and adds Exhibit 99.5, a Professional Services Contract with Achieve Brand Integrity, LLC. The filing states that the consolidated financial statements, the Crown Imports LLC financial statements (for Constellation's 50 percent owned joint venture), and other exhibits were previously submitted with the original Annual Report on Form 10-K, so they are not restated here. The filing's substantive content is its exhibit list, which documents major transactions and financing arrangements.
It references the Membership Interest Purchase Agreement and Stock Purchase Agreement with Anheuser-Busch InBev SA/NV, dated June 28, 2012 and amended and restated on February 13, 2013, along with a First Amendment dated April 19, 2013. It also lists the April 19, 2013 Stipulation and Order and Proposed Final Judgment involving Constellation, Anheuser-Busch InBev, Grupo Modelo, and the U.S. Department of Justice Antitrust Division. The exhibit index further lists bank credit agreements with Bank of America, N.A.
(including a May 3, 2012 Credit Agreement and an August 8, 2012 Amended and Restated Credit Agreement), senior note indentures, and management compensation plans. The only new contract in Exhibit 99.5 is a recognition-program engagement effective February 12, 2013.
The filing sets the planned investment at $150,000,a a fixed fee of $80,000 payable upon signing, a $70,000 fixed fee for the 12-month management period, and an estimated annual license fee of approximately $70,000 beginning around April 2014. The agreement specifies a 99.5 percent monthly availability target for the hosted platform.
02—Key points
Key Highlights
- Filed as an amendment to the fiscal 2013 Form 10-K (year ended February 28, 2013) to revise the exhibit index and add Exhibit 99.5; the core financial statements were previously submitted with the original report.
- Financial statements of Crown Imports LLC, the 50 percent owned joint venture, were previously included under Rule 3-09 of Regulation S-X, covering the three years ended December 31, 2012.
- Anheuser-Busch InBev transaction documents: a Membership Interest Purchase Agreement dated June 28, 2012, amended and restated February 13, 2013, and a Stock Purchase Agreement dated February 13, 2013, with amendments dated April 19, 2013.
- A April 19, 2013 Stipulation and Order and Proposed Final Judgment with the U.S. Department of Justice Antitrust Division were filed in connection with the Anheuser-Busch InBev transaction.
- Bank financing includes a May 3, 2012 Credit Agreement, an August 8, 2012 Amended and Restated Credit Agreement, and interim loan agreements with Bank of America, N.A., with the second amended interim loan agreement dated February 13, 2013.
- Exhibit 99.5 is a Professional Services Contract with Achieve Brand Integrity, LLC, effective February 12, 2013, with a planned investment of $150,000 and an estimated annual license fee of approximately $70,000 starting around April 2014.
- The filing lists senior notes outstanding under indentures, including 7.25% Senior Notes due 2016, 8 3/8% Senior Notes due 2014, 7.25% Senior Notes due May 2017, 6.0% Senior Notes due May 2022, and 4.625% Senior Notes due March 2023.
03—One dollar
Follow one dollar
Of each $1.00 of revenue in FY2013, Constellation Brands kept $0.12.
- Revenue$3.17B100.0%
- Cost of revenue−$2.06B65.1%
- Gross profit$1.11B34.9%
- Operating costs−$585.4M18.5%
- Operating income$522.9M16.5%
- Interest, other & tax−$135.1M4.3%
- Net income$387.8M12.2%
Where FY2013 revenue went
$3.17B- Cost of revenue: $1.69B, 53% of revenue
- SG&A: $585.4M, 18% of revenue
- Net income: $387.8M, 12% of revenue
- Other operating costs: $375.3M, 12% of revenue
- Interest, other & tax: $135.1M, 4.3% of revenue
Kept 12% as net income
Full revenue history →04—Financials
Financial Highlights
Figures from 10-K/AFY2013filed September 13, 2013Financial Statements
FY2013 against FY2012
| Line item | FY2013FY2012 | Change |
|---|---|---|
| Revenue | $3.17B$2.98B | +6.5% |
| Cost of Revenue | $1.69B$1.59B | +6.0% |
| Gross Profit | $1.11B$1.06B | +4.3% |
| SG&A Expenses | $585.40M$537.50M | +8.9% |
| Operating Income | $522.90M$486.50M | +7.5% |
| Interest Expense | $233.90M$187.60M | +24.7% |
| Net Income | $387.80M$445.00M | −12.9% |
05—Questions
Frequently Asked Questions
What does this amended filing change?
It revises the Index to Exhibits, adds Exhibit 31.3 and 31.4 (certifications filed herewith) and Exhibit 99.5 (a Professional Services Contract with Achieve Brand Integrity, LLC). The consolidated financial statements were previously submitted with the original Annual Report on Form 10-K.
Where can investors find the consolidated financial statements for fiscal 2013?
The filing states that the consolidated balance sheets, statements of comprehensive income, changes in stockholders' equity, cash flows, and notes for the years ended February 28, 2013, February 29, 2012, and February 28, 2011 were previously submitted with the original Annual Report on Form 10-K.
What is the Achieve Brand Integrity contract?
It is a Professional Services Contract effective February 12, 2013, for a Constellation Brands recognition program. The planned investment is $150,000, including an $80,000 fee payable on signing and a $70,000 fixed fee for the 12-month management period, with an estimated annual license fee of approximately $70,000 from around April 2014. The hosted platform carries a 99.5 percent monthly availability target.
What regulatory and transaction documents are referenced?
The exhibit index references agreements with Anheuser-Busch InBev SA/NV dated June 28, 2012, amended and restated on February 13, 2013, and amended again on April 19, 2013. It also references an April 19, 2013 Stipulation and Order and Proposed Final Judgment among Constellation, Anheuser-Busch InBev, Grupo Modelo, and the U.S. Department of Justice Antitrust Division.
Who signed the filing?
The report was signed on September 13, 2013 by Robert Ryder, Executive Vice President and Chief Financial Officer, on behalf of Constellation Brands, Inc.
06—Continue