CONSTELLATION BRANDS, INC. 
INTRODUCTION
This MD&A provides additional information on our businesses, current developments, financial condition, cash flows, and results of operations. It should be read in conjunction with our consolidated financial statements and notes thereto included herein (the "Financial Statements") and with our consolidated financial statements and notes included in our 2020 Annual Report. This MD&A is organized as follows:
•Overview. This section provides a general description of our business, which we believe is important in understanding the results of our operations, financial condition, and potential future trends.
•Strategy. This section provides a description of our strategy and a discussion of recent developments, significant investments, acquisitions, and divestitures.
•Results of operations. This section provides an analysis of our results of operations presented on a business segment basis for the three months endedNovember 30, 2020 ("Third Quarter 2021"), andNovember 30, 2019 ("Third Quarter 2020"), and the nine months endedNovember 30, 2020 ("Nine Months 2021"), andNovember 30, 2019 ("Nine Months 2020"). In addition, a brief description of significant transactions and other items that affect the comparability of the results is provided. •Financial liquidity and capital resources. This section provides an analysis of our cash flows, outstanding debt, and a discussion of the amount of financial capacity available to fund our ongoing operations and future commitments, as well as a discussion of other financing arrangements.
OVERVIEW
We are an international beverage alcohol company with a broad portfolio of consumer-preferred high-end imported beer brands, and higher-end wine and spirits brands. Many of our products are recognized as leaders in their respective categories. We are one of the leadingU.S. growth drivers at retail among beverage alcohol suppliers. In the U.S. market, we are the third-largest beer company and a leading higher-end wine and spirits company. Our internal management financial reporting consists of three business divisions: (i) Beer, (ii)Wine and Spirits , and (iii) Canopy and we report our operating results in four segments: (i) Beer, (ii)Wine and Spirits , (iii) Corporate Operations and Other, and (iv) Canopy. OurCanopy Equity Method Investment makes up the Canopy segment. In the Beer segment, our portfolio consists of high-end imported beer, craft beer, and alternative beverage alcohol brands. We have an exclusive perpetual brand license to import, market, and sell our Mexican beer portfolio in theU.S. In theWine and Spirits segment, our portfolio includes higher-margin, higher-growth wine brands complemented by certain higher-end spirits brands. Amounts included in the Corporate Operations and Other segment consist of costs of executive management, corporate development, corporate finance, corporate growth and strategy, human resources, internal audit, investor relations, legal, public relations, and information technology, as well as our investments made through our corporate venture capital function. All costs included in the Corporate Operations and Other segment are general costs that are applicable to the consolidated group and are therefore not allocated to the other reportable segments. All costs reported within the Corporate Operations and Other segment are not included in our CODM's evaluation of the operating income (loss) performance of the other reportable segments. The business segments reflect how our operations are managed, how resources are allocated, how operating performance is evaluated by senior management, and the structure of our internal financial reporting.
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STRATEGY
Our overall strategy is to drive industry-leading growth, build unrivaled
shareholder value, and shape the future of our industry by building brands that
people love. We believe sharing a toast, unwinding after a day, celebrating
milestones, and helping people connect, is Worth Reaching For. We position our
portfolio to benefit from the consumer-led trend towards premiumization, which
we believe will continue to result in faster growth rates in the higher-end of
the beer, wine, and spirits categories. We focus on developing our expertise in
consumer insights and category management, as well as our strong distributor
network, which provides an effective route-to-market. Additionally, we leverage
our scale across the total beverage alcohol market and our level of
diversification hedges our portfolio risk. In addition to growing our existing
business, we focus on targeted acquisitions of, and investments in, businesses
that are higher-margin, higher-growth, consumer-led, have a low integration
risk, and/or fill a gap in our portfolio. We also strive to identify, meet, and
stay ahead of evolving consumer trends and market dynamics. See "Investments,
acquisitions, and divestitures" below.
We strive to strengthen our portfolio of higher-end beer, wine, and spirits brands and differentiate ourselves through:
•leveraging our leading position in total beverage alcohol and our scale with wholesalers and retailers to expand distribution of our product portfolio; •strengthening relationships with wholesalers and retailers by providing consumer and beverage alcohol insights; •investing in brand building and innovation activities; •positioning ourselves for success with consumer-led products that identify, meet, and stay ahead of evolving consumer trends and market dynamics; •realizing operating efficiencies through expanding and enhancing production capabilities and maximizing asset utilization; and •developing employees to enhance performance in the marketplace. Our business strategy for the Beer segment focuses on leading the high-end segment ofU.S. beer and includes continued focus on growing our beer portfolio in theU.S. through expanding distribution for key brands, as well as new product development and innovation within the existing portfolio of brands, and continued expansion, construction, and optimization activities for ourMexico beer operations. Additionally, in an effort to more fully compete in growing sectors of the high-end segment of theU.S. beer market, we have leveraged our innovation capabilities to introduce new brands that align with consumer trends. We continue to refine our options to optimize the value of our Beer segment and drive increased focus on our high-performing import portfolio and new product introductions. See "Investments, acquisitions, and divestitures -Ballast Point Divestiture" below. In connection with our business strategy for the Beer segment, we have more than tripled the production capacity of our brewery located inNava, Coahuila, Mexico (the "Nava Brewery ") since itsJune 2013 acquisition. Additionally, we are continuing to invest to expand our brewery operations in Obregon,Sonora, Mexico (the "Obregon Brewery "), where an additional five million hectoliter expansion is now expected to be completed in early fiscal 2022, although further COVID-19 containment measures may alter that timeline. At this time, we have paused allMexicali Brewery construction activities, following a negative result from a public consultation held inMexico , see "Capital expenditures" below. Expansion, construction, and optimization efforts inMexico continue to align with our anticipated future growth expectations. Our business strategy for theWine and Spirits segment is to build an industry-leading portfolio of higher-end wine and spirits brands. We are investing to meet the evolving needs of consumers, including launching direct-to-consumer and eCommerce platforms; building brands through consumer insights, sensory expertise, and innovation; and refreshing existing brands, as we continue to focus on moving our branded wine and spirits portfolio towards a higher-margin, higher-growth portfolio of brands. We dedicate a large share of our sales and marketing resources to well-known wine and spirits brands sold in theU.S. , which comprise theU.S. Power Brands
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("Power Brands"), as they represent a majority of our U.S. wine and spirits
revenue and profitability, and generally hold strong positions in their
respective price categories. These brands and/or portfolio of brands include:
Wine Portfolio
Wine Brands 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 (1) ? SVEDKA
? Cuvée Sauvage ? Ruffino ? The Real McCoy
(1)See "Recent Developments - Wine and Spirits Transactions" below.
We focus our innovation and investment dollars on those brands within our
portfolio which position us to benefit from the consumer-led trend towards
premiumization. Additionally, in connection with the Wine and Spirits
Transactions, Paul Masson Transaction, and Concentrate Business Transaction, we
expect to optimize the value of our wine and spirits portfolio by driving
increased focus on our higher-end Power Brands to accelerate growth and improve
overall operating margins. In markets where it is feasible, we entered into
contractual arrangements to consolidate our U.S. distribution network in order
to obtain dedicated distributor selling resources which focus on our U.S. wine
and spirits portfolio to drive organic growth. This consolidated U.S.
distribution network currently represents about 70% of our branded wine and
spirits volume in the U.S. Throughout the terms of these contracts, we generally
expect shipments on an annual basis to these distributors to essentially equal
the distributors' shipments to retailers.
Marketing, sales, and distribution of our products are managed on a geographic
basis in order to fully leverage leading market positions. In addition, market
dynamics and consumer trends vary across each of our markets. Within our primary
market in the U.S. , we offer a range of beverage alcohol products across the
imported beer, craft beer, alternative beverage alcohol, branded wine, and
spirits categories, with generally separate distribution networks utilized for
(i) our beer portfolio and (ii) our wine and spirits portfolio. The environment
for our products is competitive in each of our markets.
We complemented our total beverage alcohol strategy in an adjacent category by
making investments in Canopy, a leading cannabis company with operations in
countries across the world. These investments are consistent with our long-term
strategy to identify, meet, and stay ahead of evolving consumer trends and
market dynamics, and they represent a significant expansion of our strategic
relationship to position Canopy as a global leader in cannabis production,
branding, intellectual property, and retailing.
We remain committed to our long-term financial model of: growing sales,
expanding margins, and increasing cash flow in order to achieve earnings per
share growth, maintain our targeted leverage ratio, and deliver returns to
shareholders through the payment of quarterly cash dividends and periodic share
repurchases.
Recent Developments
Wine and Spirits Transactions
In January 2021 , we sold a portion of our wine and spirits business, including
lower-margin, lower-growth wine and spirits brands, wineries, vineyards,
offices, and facilities. We received cash proceeds of $559.5 million , subject to
certain post-closing adjustments from the Further Revised Wine and Spirits
Transaction. In addition, we have the potential to earn an incremental
$250 million of contingent consideration if certain brand performance targets
are met over a two-year period after closing. In January 2021 , we also sold the
New Zealand -based Nobilo Wine brand and certain related assets. We received cash
proceeds of $129.1 million , subject to certain post-closing adjustments from the
Nobilo Wine Transaction. The cash proceeds from these transactions will be
utilized to repay the 3.75% May 2013 Senior Notes and for other general
corporate purposes. These divestitures are consistent with our strategic focus
on higher-margin, higher-growth brands.
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Paul Masson Transaction
In December 2020 , we received FTC clearance to close the Paul Masson
Transaction. In the fourth quarter of fiscal 2021, we currently expect to
receive cash proceeds of approximately $265 million , subject to certain closing
and post-closing adjustments. The net cash proceeds will be used for other
general corporate purposes.
Concentrate Business Transaction
In December 2020 , we sold certain brands used in our concentrates and high-color
concentrate business, and certain intellectual property, inventory, goodwill,
interests in certain contracts, and assets of our concentrates and high-color
concentrate business.
The following table presents selected financial information included in our
historical consolidated financial statements that will no longer be part of our
consolidated results of operations after the Wine and Spirits Transactions, Paul
Masson Transaction, and Concentrate Business Transaction:
Fiscal
Nine Months 2021 Nine Months 2020 2020
(in millions)
Net sales $ 578.4 $ 638.0 $ 874.9
Gross profit $ 229.5 $ 247.0 $ 335.6
Marketing (1) $ 12.4 $ 13.1 $ 17.7 (1)Included in selling, general, and administrative expenses within our consolidated results of operations.
Canopy optimization InDecember 2020 , Canopy announced its plans to close five Canadian production facilities as part of its efforts to streamline its operations and further improve margins. Canopy has publicly disclosed that it expects to record an estimated pre-tax loss of approximatelyC$350 million toC$400 million in their third and fourth quarters of fiscal 2021 results from the facilities closures. We expect to record our proportional share of Canopy's estimated pre-tax loss of approximatelyC$130 million toC$155 million in our fourth quarter of fiscal 2021 and first quarter of fiscal 2022 results. InDecember 2020 , Canopy announced an agreement to divest its ownership interest in Canopy Rivers in the Canopy Rivers Transaction. As additional consideration for the assets being transferred and termination of the royalty agreement, Canopy will make a cash payment ofC$115 million and issue 3,750,000 Canopy shares. The Canopy Rivers Transaction is subject to Canopy Rivers shareholder and regulatory approval. COVID-19 We have an existing Crisis Management Committee that sinceJanuary 2020 has been closely monitoring the impact of the virus that causes COVID-19, on our Company and our workforce. InMarch 2020 , theWorld Health Organization ("WHO") recognized COVID-19 as a pandemic. COVID-19 has severely restricted the level of economic activity around the world. In response to COVID-19, the governments of many countries, states, cities, and other geographic regions took preventative or protective actions, such as imposing restrictions on travel and business operations and advising or requiring individuals to limit or forgo their time outside of their homes. Temporary closures of businesses were ordered, and numerous other businesses temporarily closed voluntarily. Further, individuals' ability to travel was curtailed through mandated travel restrictions and may be further limited through additional voluntary or mandated closures of travel-related businesses. In the key markets where we sell our products, the beverage alcohol industry has been classified as an essential business. We have implemented various measures to reduce the spread of the virus including working from home, restricting visitors to our production locations, splitting our production workforces, reducing the on-site production workforce levels, screening workers before they enter facilities, implementing social distancing, and encouraging employees to adhere to prevention measures recommended by theCenter for Disease Control ("CDC") and the WHO. These prevention measures have been effective as evidenced by the minimal number of
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COVID-19 cases within our workforce. Since our non-production workforce is able
to work remotely using various technology tools, we are able to maintain our
operations and internal controls over financial reporting and disclosures. The
health and safety of our workforce remains a top priority. We continue to
implement and evolve our comprehensive plan to return to our non-production
facilities, with government recommendations and our workforce safety guiding how
we manage our return to facilities.
COVID-19 containment measures have affected us primarily in the reduction of
(i) depletion volume on our products in the on-premise business due to bar and
restaurant closures and (ii) shipment volume related to the reduced production
activity at our major breweries in Mexico . The on-premise business has
historically been about 10% to 15% of our depletion volume for beer, wine, and
spirits. The decrease in the on-premise business has been partially offset by an
increase in off-premise. We expect our on-premise depletion volumes to return to
more normal levels as the Federal Drug Administration approved COVID-19 vaccines
are administered across the U.S. and states begin the process of fully reopening
their economies, including bars and restaurants.
Currently, our breweries, wineries, and bottling facilities are open and
operational. However, certain select facilities may experience occasional
temporary closures due to applicable local conditions. In June 2020 , beer
production at our major breweries in Mexico returned to normal levels following
a slow down earlier in the fiscal year. Our supply chains and distribution
channels have not been materially impacted and we are working to rebuild our
supply of products to meet forecasted demand. As a result of decreased
production levels, we are closely monitoring distributor inventory to optimize
stock levels. Product inventories have improved during the Third Quarter 2021
and are now expected to return to more normal levels by the end of Fiscal 2021.
We have also been impacted by the containment actions imposed by the Mexican
government, including a temporary halt on expansion activities at the Obregon
Brewery in early fiscal 2021. In June 2020 , we resumed construction on a planned
additional five million hectoliters expansion. Expansion is now expected to be
completed in early fiscal 2022, although any further containment actions
associated with COVID-19 may alter that timeline.
We are not able to estimate the long-term impact of COVID-19 on our business,
financial condition, results of operations, and/or cash flow. We believe we have
sufficient liquidity available from operating cash flow, cash on hand, and
availability under our $2.0 billion revolving credit facility. We expect to have
continued access to capital markets and to continue to return value to
shareholders.
Investments, acquisitions, and divestitures
Canopy segment Canopy investments InMay 2020 , we exercised theNovember 2017 Canopy Warrants at an exercise price ofC$12.98 per warrant share forC$245.0 million , or$173.9 million , which increased our ownership interest in Canopy to 38.6%. We expect the value of the Canopy investments accounted for at fair value to be volatile in future periods. Unrealized net gain (loss) from the changes in fair value of our Canopy investments accounted for at fair value in income (loss) from unconsolidated investments, are as follows: Third Third Nine Nine Date of Quarter Quarter Months Months Investment Investment 2021 2020 2021 2020 (in millions) Nov 2017 Warrants (1) $ -$ (91.9) $ (61.8) $ (542.7) Jun 2018 Convertible debt securities 27.7 (15.6) 25.2 (97.0) Nov 2018 Warrants (2) 741.9 (426.8) 561.3 (1,561.2)$ 769.6 $ (534.3) $ 524.7 $ (2,200.9)
(1)For additional information on the
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(2)In June 2019 , the Canopy Shareholders approved the modification of the terms
of the November 2018 Canopy Warrants. For additional information refer to Note 8
of the Financial Statements. Nine Months 2020 includes a $1,176.0 million
unrealized gain resulting from the June 2019 Warrant Modification.
We expect Canopy's earnings to be volatile in future periods. Equity in earnings
(losses) and related activities for our Canopy Equity Method Investment are
recognized on a two-month lag. Accordingly, we recognized our share of Canopy's
earnings (losses) for the periods (i) July through September 2020 , in our Third
Quarter 2021 results, (ii) July through September 2019 , in our Third Quarter
2020 results, (iii) January through September 2020 , in our Nine Months 2021
results, and (iv) January through September 2019 , in our Nine Months 2020
results.
As of November 30, 2020 , the conversion of Canopy equity securities held by its
employees and/or held by other third parties, excluding our November 2018 Canopy
Warrants, Canopy Debt Securities , and the New Acreage Financial Instrument would
not have a significant effect on our share of Canopy's reported earnings or
losses. Additionally, under an amended and restated investor rights agreement,
we have the option to purchase additional common shares of Canopy at the
then-current price of the underlying equity security to allow us to maintain our
relative ownership interest. If we exercised all of our November 2018 Canopy
Warrants, expiring November 1, 2023 , and November 1, 2026 , it could have a
significant effect on our share of Canopy's reported earnings or losses and our
ownership interest in Canopy would be expected to increase to greater than 50%.
In connection with the Acreage Transaction, Canopy and Acreage have entered into
the New Acreage Financial Instrument, which would require the issuance of Canopy
shares. If Canopy exercised the New Acreage Financial Instrument, it could have
a significant effect on our share of Canopy's reported earnings or losses and
our ownership interest in Canopy would decrease and no longer be expected to be
greater than 50%.
As previously noted, these investments are consistent with our long-term strategy to identify, meet, and stay ahead of evolving consumer trends and market dynamics, and they represent a significant expansion of our strategic relationship to position Canopy as a global leader in cannabis production, branding, intellectual property, and retailing.
Beer segment Ballast Point Divestiture InMarch 2020 , we sold theBallast Point craft beer business, including a number of its associated production facilities and brewpubs. Accordingly, our consolidated results of operations include the results of operations of ourBallast Point craft beer business through the date of divestiture. This divestiture is consistent with our strategic focus on our high-performing import portfolio and new product introductions.Wine and Spirits segment Copper and Kings acquisition InSeptember 2020 , we acquired the remaining ownership interest in Copper and Kings which primarily included the acquisition of inventories, and property, plant, and equipment. This acquisition included a collection of traditional and craft batch-distilled American brandies and other select spirits. The results of operations of Copper and Kings are reported in theWine and Spirits segment and have been included in our consolidated results of operations from the date of acquisition. Empathy Wines acquisition InJune 2020 , we acquired Empathy Wines, which primarily included the acquisition of goodwill, trademarks, and inventory. This acquisition, which included a digitally-native wine brand, strengthened our position in the direct-to-consumer and eCommerce markets. The results of operations of Empathy Wines are reported in theWine and Spirits segment and have been included in our consolidated results of operations from the date of acquisition.
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Booker Vineyard investment
In April 2020 , we invested in Booker Vineyard , a super-luxury,
direct-to-consumer focused wine business that is accounted for under the equity
method. We recognize our share of their equity in earnings (losses) in our
consolidated financial statements in the Wine and Spirits segment.
Black Velvet Divestiture
In November 2019 , we sold the Black Velvet Canadian Whisky business and the
brand's associated production facility, along with a subset of Canadian whisky
brands produced at that facility, and related inventory at a transaction value
of $266.3 million . Accordingly, our consolidated results of operations include
the results of operations of our Canadian whisky business through the date of
divestiture. We received cash proceeds of $266.7 million , net of post-closing
adjustments. This divestiture is consistent with our strategic focus on
higher-margin, higher-growth brands. We recognized a net gain of $70.5 million
on the sale of the business primarily in the third quarter of fiscal 2020.
Nelson's Green Brier acquisition
In May 2019 , we increased our ownership interest in Nelson's Green Brier to 75%,
resulting in consolidation of the business and recognition of a 25%
noncontrolling interest. This acquisition included a portfolio of award-winning,
Tennessee -based craft bourbon and whiskey products. The fair value of the
business combination was allocated primarily to goodwill, trademarks, inventory,
and property, plant, and equipment. The results of operations of Nelson's Green
Brier are reported in the Wine and Spirits segment and have been included in our
consolidated results of operations from the date of acquisition.
For additional information on these recent developments, investments, acquisitions, and divestitures, refer to Notes 3, 5, and 8 of the Financial Statements.
RESULTS OF OPERATIONS FINANCIAL HIGHLIGHTS References to organic throughout the following discussion exclude the impact of divested brand activity in connection with the Ballast Point Divestiture (beer), and Black Velvet Divestiture (wine and spirits), as appropriate.
For Third Quarter 2021 compared with Third Quarter 2020:
•Our results of operations benefited from an unrealized net gain from the
changes in fair value of our investments in Canopy in Third Quarter 2021 as well
as improvements within both the
•Net sales increased 22% due to an increase in bothBeer and Wine and Spirits net sales driven primarily by volume growth. Favorable impacts from pricing and product mix shift also contributed to the increase as compared with Third Quarter 2020. •Operating income increased 193% largely due to Third Quarter 2020 impairment of long-lived assets held for sale primarily in connection with the Wine and Spirits Transactions as well as an increase in Beer net sales in Third Quarter 2021 driven by volume growth. •Net income attributable to CBI and diluted net income per common share attributable to CBI increased largely due to (i) an unrealized net gain from the changes in fair value of our investments in Canopy in Third Quarter 2021 as compared with an unrealized net loss in Third Quarter 2020, (ii) an impairment of long-lived assets held for sale in Third Quarter 2020, and (iii) volume growth within both theBeer and Wine and Spirits segments, partially offset by the Third Quarter 2021 provision for income taxes as compared with the benefit from income taxes for Third Quarter 2020.
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For Nine Months 2021 compared with Nine Months 2020:
•Our results of operations benefited from the unrealized net gain from the changes in fair value of our investments in Canopy in Nine Months 2021 and improvements within the Beer segment.
•Net sales increased 3% due to (i) an increase in Beer net sales driven predominantly by volume growth, (ii) favorable impacts from pricing and product mix shift within both theBeer and Wine and Spirits segments, partially offset by (i)Wine and Spirits net sales led by branded volume decline largely from brands to be divested inJanuary 2021 , (ii) the Ballast Point Divestiture, and (iii) the Black Velvet Divestiture. •Operating income increased 39% largely due to charges recognized for Nine Months 2020 in connection with our business transformation strategy within theWine and Spirits segment, including an impairment of long-lived assets held for sale primarily in connection with the Wine and Spirits Transactions and an increase in Beer net sales in Nine Months 2021 driven by volume growth. •Net income attributable to CBI and diluted net income per common share attributable to CBI increased largely due to (i) the increase in unrealized net gain from the changes in fair value of our investments in Canopy in Nine Months 2021 as compared with the unrealized net loss in Nine Months 2020, (ii) an impairment of long-lived assets held for sale in Nine Months 2020, and (iii) volume growth within the Beer segment, partially offset by Nine Months 2021 provision for income taxes as compared with the benefit from income taxes for Nine Months 2020. COMPARABLE ADJUSTMENTS Management excludes items that affect comparability from its evaluation of the results of each operating segment as these Comparable Adjustments are not reflective of core operations of the segments. Segment operating performance and segment management compensation are evaluated based on core segment operating income (loss). As such, the performance measures for incentive compensation purposes for segment management do not include the impact of these Comparable Adjustments.
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As more fully described herein and in the related Notes to the Financial Statements, the Comparable Adjustments that impacted comparability in our segment results for each period are as follows:
Third Third Nine Nine
Quarter Quarter Months Months
2021 2020 2021 2020
(in millions)
Cost of product sold
Recovery of (loss on) inventory write-down $ (26.5) $ - $ (26.5) $ 8.6
COVID-19 incremental costs (0.8) - (6.3) -
Strategic business development costs (0.7) (61.7) (25.8) (124.2)
Net gain (loss) on undesignated commodity
derivative contracts 9.1 3.1 (0.3) (23.7)
Settlements of undesignated commodity
derivative contracts 6.6 2.3 30.2 7.5
Accelerated depreciation - (1.8) - (7.1)
Flow through of inventory step-up - (0.3) (0.1) (1.5)
Total cost of product sold (12.3) (58.4) (28.8) (140.4)
Selling, general, and administrative expenses
Restructuring and other strategic business
development costs (12.7) (2.4) (21.6) (25.5)
Transaction, integration, and other
acquisition-related costs (1.5) (1.2) (5.4) (6.7)
COVID-19 incremental costs (0.2) - (4.8) -
Net gain (loss) on foreign currency derivative
contracts - (0.8) (8.0) (0.8)
Impairment of intangible assets - - - (11.0)
Other gains (losses) (4.3) - 4.6 1.1
Total selling, general, and administrative
expenses (18.7) (4.4) (35.2) (42.9)
Impairment of assets held for sale (21.0) (390.0) (24.0) (417.0)
Gain (loss) on sale of business (0.3) 76.0 (4.7) 76.0
Comparable Adjustments, Operating income (loss)
Income (loss) from unconsolidated investments
Cost of product sold Recovery of (loss on) inventory write-down We recognized (i) a loss on the write-down of certain grapes as a result of smoke damage sustained during the 2020 U.S. wildfires (Third Quarter 2021, Nine Months 2021) and (ii) a reimbursement from our insurance carriers for losses recognized on the write-down of certain bulk wine inventory as a result of smoke damage sustained during the Fall 2017 California wildfires (Nine Months 2020). For additional information on the 2020 U.S. wildfires, refer to Note 2 of the Financial Statements. COVID-19 incremental costs We recognized costs for incremental wages and hazard payments to employees, purchases of personal protective equipment, more frequent and thorough cleaning and sanitization of our facilities, and costs associated with the unused beer keg reimbursement program with distributors. Strategic business development costs We recognized costs primarily in connection with losses on write-downs of excess inventory and contract terminations resulting from our ongoing efforts to optimize our portfolio, gain efficiencies, and reduce our cost structure within theWine and Spirits segment.
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Undesignated commodity derivative contracts
Net gain (loss) on undesignated commodity derivative contracts represents a net
gain (loss) from the changes in fair value of undesignated commodity derivative
contracts. The net gain (loss) is reported outside of segment operating results
until such time that the underlying exposure is recognized in the segment
operating results. At settlement, the net gain (loss) from the changes in fair
value of the undesignated commodity derivative contracts is reported in the
appropriate operating segment, allowing the results of our operating segments to
reflect the economic effects of the commodity derivative contracts without the
resulting unrealized mark to fair value volatility.
Accelerated depreciation We recognized accelerated depreciation for certain assets primarily in connection with the multi-year implementation of a new global enterprise resource planning ("ERP") system which is intended to replace our existing operating and financial systems.
Selling, general, and administrative expenses
Restructuring and other strategic business development costs
We recognized costs primarily in connection with costs to optimize our
portfolio, gain efficiencies, reduce our cost structure within the
Transaction, integration, and other acquisition-related costs We recognized transaction, integration, and other acquisition-related costs in connection with our acquisitions, divestitures, and investments.
COVID-19 incremental costs We recognized costs for payments to third-party general contractors to maintain their workforce for expansion activities at theObregon Brewery and recognized costs for incremental wages and hazard payments to employees. Net gain (loss) on foreign currency derivative contracts We recognized a net loss primarily in connection with the settlement of foreign currency forward contracts entered into to fix theU.S. dollar cost of theMay 2020 Canopy Investment . Impairment of intangible assets We recorded trademark impairment losses related to our Beer segment'sBallast Point craft beer trademark asset. For additional information, refer to Note 5 of the Financial Statements. Other gains (losses) We recognized other gains (losses) primarily in connection with (i) a gain recognized on the sale of a vineyard (Nine Months 2021), (ii) an increase in estimated fair value of a contingent liability associated with a prior period acquisition (Nine Months 2020), and (iii) and a gain on the remeasurement of our previously held equity interest in Nelson's Green Brier to the acquisition-date fair value (Nine Months 2020). Impairment of assets held for sale We recognized impairments of long-lived assets held for sale in connection with the Wine and Spirits Transactions and the Concentrate Business Transaction. For additional information, refer to Note 5 of the Financial Statements. Gain (loss) on sale of business We recognized a net gain (loss) primarily on the completion of the Black Velvet Divestiture. Income (loss) from unconsolidated investments We recognized an unrealized gain (loss) primarily from (i) the changes in fair value of our securities measured at fair value, (ii) equity in earnings (losses) from Canopy's results of operations, (iii) equity losses from
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Canopy related to costs designed to improve their organizational focus,
streamline operations, and align production capability with projected demand
(Nine Months 2021), and (iv) the increase in fair value resulting from the June
2019 modification of the terms of the November 2018 Canopy Warrants (Nine Months
2020). For additional information, refer to Notes 5 and 8 of the Financial
Statements.
THIRD QUARTER 2021 COMPARED TO THIRD QUARTER 2020
Net sales
Third Third
Quarter Quarter Dollar Percent
2021 2020 Change Change
(in millions)
Beer $ 1,677.9 $ 1,310.6 $ 367.3 28 %
Wine and Spirits:
Wine 666.7 601.2 65.5 11 %
Spirits 93.5 87.6 5.9 7 %
Total Wine and Spirits 760.2 688.8 71.4 10 %
Canopy 101.5 58.0 43.5 75 %
Consolidation and Eliminations (101.5) (58.0) (43.5) (75 %)
Consolidated net sales $ 2,438.1 $ 1,999.4 $ 438.7 22 %
Beer segment Third Third
Quarter Quarter Dollar Percent
2021 2020 Change Change
(in millions, branded product, 24-pack, 12-ounce case equivalents)
Net sales $ 1,677.9 $ 1,310.6 $ 367.3 28 %
Shipment volume
Total 92.3 72.6 27.1 %
Organic (1) 92.3 72.1 28.0 %
Depletion volume (1) (2) 12.3 %
(1)Includes an adjustment to remove volume associated with the Ballast Point
Divestiture for the period September 1, 2019 , through November 30, 2019 .
(2)Depletions represent distributor shipments of our respective branded products
to retail customers, based on third-party data.
The increase in Beer net sales is
largely due to
within our Mexican beer portfolio, which benefited from continued consumer demand,
new product introductions, and
line extensions,
pricing in select markets within
our Mexican beer portfolio, and
favorable product mix shift,
partially offset by
Point Divestiture. Favorable product mix shift primarily resulted from a return to
[[Image Removed: stz-20201130_g2.jpg]] smaller packaging sizes, increased sales of our newly-released Corona
and a reduction in on-premise keg sales. The shipment volume trend outpaced the
depletion volume trend for Third Quarter 2021, as we began to replenish inventory
levels in our distribution channels which were lower due to COVID-19 containment
measures negatively affecting early fiscal 2021 production activity at our major
breweries in Mexico . We expect this shipment volume trend to continue in the fourth
quarter of fiscal 2021 and inventory in our distribution channels to return to
normal levels by the end of Fiscal 2021.
Constellation Brands, Inc. Q3 FY 2021 Form 10-Q #WORTHREACHINGFOR I 47
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Wine and Spirits segment Third Third
Quarter Quarter Dollar Percent
2021 2020 Change Change
(in millions, branded product, 9-liter case equivalents)
Net sales $ 760.2 $ 688.8 $ 71.4 10 %
Shipment volume
Total 13.2 12.8 3.1 %
Organic (3) 13.2 12.4 6.5 %
U.S. Domestic 12.2 11.6 5.2 %
Organic U.S. Domestic (3) 12.2 11.3 8.0 %
U.S. Domestic Power Brands 6.1 5.9 3.4 %
Depletion volume (2)
U.S. Domestic (3) (0.8 %)
U.S. Domestic Power Brands 3.7 %
(3)Includes an adjustment to remove volume associated with the Black Velvet
Divestiture for the period
The increase in Wine and Spirits net sales is primarily due to a
increase in branded wine and
spirits volume,
product mix shift, and $15.2 million from favorable pricing, partially offset by
$13.4 million from the Black
Velvet Divestiture, and
[[Image Removed: stz-20201130_g3.jpg]] non-branded and bulk wine and spirits net sales. The Wine and Spirits Third Quarter
2021 results have been favorably impacted by (i) our continued focus on new product
development ("NPD") and Power Brands and (ii) an increase in off-premise. During
Fiscal 2021, as transition activities with distributors who are repositioning for
ownership of brands upon closing the Wine and Spirits Transactions continue to
occur, we do not expect shipment volume to be aligned with depletion volume.
Canopy segment
Our ownership interest in Canopy allows us to exercise significant influence, but
not control, and, therefore, we account for our investment in Canopy under the
equity method. Amounts included for the Canopy segment represent 100% of Canopy's
reported results on a two-month
lag, prepared in accordance with
[[Image Removed: stz-20201130_g4.jpg]] converted from Canadian dollars to
the outstanding shares of Canopy, 100% of the Canopy results are included and
subsequently eliminated in order to reconcile to our consolidated financial
statements. See "Income (loss) from unconsolidated investments" below for a
discussion of Canopy's net sales, gross profit (loss), selling, general, and
administrative expenses, and operating income (loss).
Gross profit
Third Third
Quarter Quarter Dollar Percent
2021 2020 Change Change
(in millions)
Beer $ 952.7 $ 735.3 $ 217.4 30 %
Wine and Spirits 327.8 310.6 17.2 6 %
Canopy 19.6 (7.3) 26.9 NM
Consolidation and Eliminations (19.6) 7.3 (26.9) NM
Comparable Adjustments (12.3) (58.4) 46.1 79 %
Consolidated gross profit $ 1,268.2 $ 987.5 $ 280.7 28 %
NM = Not Meaningful
Constellation Brands, Inc. Q3 FY 2021 Form 10-Q #WORTHREACHINGFOR I 48 -------------------------------------------------------------------------------- MD&A Table of Contents The increase in Beer is largely
due to
favorable impact from pricing,
and
partially offset by $6.8 million of higher cost of product sold and a decrease of
million in gross profit due to the Ballast Point Divestiture. Favorable product mix
shift primarily resulted from the return to smaller packaging sizes and a reduction in
on-premise keg sales, partially offset by increased sales of our newly-released Corona
[[Image Removed: stz-20201130_g2.jpg]]
costs of $10.2 million and
increased transportation costs of
offset by $8.4 million of foreign currency transactional benefits. The increase in
operational costs primarily consisted of higher (i) glass material costs, (ii) brewery
compensation and benefits, and (iii) depreciation, partially offset by favorable fixed
cost absorption. The increase in transportation costs primarily resulted from strategic
actions taken to expedite shipments as we began to replenish inventory levels in our
distribution channels which were lower due to COVID-19 containment measures.
The increase in Wine and Spirits is largely due to
branded wine and spirits volume,
driven by NPD and Power Brands,
favorable product mix shift, and
offset by $32.6 million higher
cost of product sold, a decrease of
[[Image Removed: stz-20201130_g3.jpg]] gross profit due to the Black Velvet Divestiture, and
non-branded and bulk wine and spirits net sales. Higher cost of product sold was
largely attributable to
unfavorable fixed cost absorption of
decreased production levels at certain facilities as a result of the 2020 U.S.
wildfires.
Gross profit as a percent of net sales increased to 52.0% for Third Quarter 2021
compared with 49.4% for Third Quarter 2020. This was largely due to (i) a
favorable change of approximately 200 basis points in Comparable Adjustments,
(ii) approximately 105 basis points of rate growth from volume within the Beer
segment, (iii) approximately 40 basis points of rate growth from favorable Wine
and Spirits product mix shift, and (iv) favorable impact from both Wine and
Spirits and Beer pricing in select markets, which contributed approximately
35 basis points and 30 basis points of rate growth, respectively, partially
offset by approximately 145 basis points and 30 basis points of rate decline
from cost of product sold within the Wine and Spirits and Beer segments,
respectively.
Selling, general, and administrative expenses
Third Third
Quarter Quarter Dollar Percent
2021 2020 Change Change
(in millions)
Beer $ 238.2 $ 220.4 $ 17.8 8 %
Wine and Spirits 145.5 130.2 15.3 12 %
Corporate Operations and Other 61.4 51.3 10.1 20 %
Canopy 233.0 203.5 29.5 14 %
Consolidation and Eliminations (233.0) (203.5) (29.5) (14 %)
Comparable Adjustments 18.7 4.4 14.3 NM
Consolidated selling, general, and
administrative expenses $ 463.8 $ 406.3 $ 57.5 14 %
The increase in Beer is primarily
due to an increase of
spend that was driven by timing
and a
administrative expenses. Many of our planned investments to support the growth of
our Mexican beer portfolio through media and event sponsorships were suspended or
[[Image Removed: stz-20201130_g2.jpg]] canceled in the six months ended
containment measures which shifted our normal spend to the second half of fiscal
2021. We now expect marketing spend will range from 9% to 9.5% of net sales for
Fiscal 2021. The increase in general and administrative expenses is largely driven
by increased compensation and benefits, partially offset by lower travel and
entertainment expenses.
Constellation Brands, Inc. Q3 FY 2021 Form 10-Q #WORTHREACHINGFOR I 49
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The increase in Wine and Spirits is primarily due to an increase of
marketing spend that was driven
by timing and a
administrative expenses. Many of our planned investments to support the growth of
our Power Brands through media and event sponsorships were suspended or canceled in
[[Image Removed: stz-20201130_g3.jpg]] the six months ended
which shifted our normal spend to the second half of fiscal 2021. We now expect
marketing spend will range from 8% to 10% of net sales for Fiscal 2021. The increase
in general and administrative expenses is driven by increased compensation and
benefits.
The increase in Corporate Operations and Other is largely due to approximately an
[[Image Removed: stz-20201130_g5.jpg]]
foreign currency losses.
Selling, general, and administrative expenses as a percent of net sales
decreased to 19.0% for Third Quarter 2021 as compared with 20.3% for Third
Quarter 2020. The decrease is driven largely by 290 basis points of rate decline
as the increase in Beer net sales exceeded the increase in selling, general, and
administrative expenses, partially offset by (i) an increase in Corporate
Operations and Other general and administrative expenses, which resulted in
approximately 65 basis points of rate growth and (ii) an unfavorable change of
65 basis points in Comparable Adjustments.
Operating income (loss)
Third Third
Quarter Quarter Dollar Percent
2021 2020 Change Change
(in millions)
Beer $ 714.5 $ 514.9 $ 199.6 39 %
Wine and Spirits 182.3 180.4 1.9 1 %
Corporate Operations and Other (61.4) (51.3) (10.1) (20 %)
Canopy (213.4) (210.8) (2.6) (1 %)
Consolidation and Eliminations 213.4 210.8 2.6 1 %
Comparable Adjustments (52.3) (376.8) 324.5 86 %
Consolidated operating income (loss) $ 783.1 $ 267.2 $ 515.9 193 %
[[Image Removed: stz-20201130_g2.jpg]] The increase in Beer is largely attributable to the strong net sales volume growth
within our Mexican beer portfolio.
Wine and Spirits remained flat asthe increase in branded wine and spirits volume,
[[Image Removed: stz-20201130_g3.jpg]] favorable product mix shift, and favorable pricing impact, were largely offset by
higher cost of product sold and increased marketing spend.
[[Image Removed: stz-20201130_g5.jpg]] As previously discussed, the Corporate Operations and Other increase in operating
loss is largely due to the increase in compensation and benefit costs.
Constellation Brands, Inc. Q3 FY 2021 Form 10-Q #WORTHREACHINGFOR I 50
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MD&A Table of Contents
Income (loss) from unconsolidated investments
General
Third Third
Quarter Quarter Dollar Percent
2021 2020 Change Change
(in millions)
Unrealized net gain (loss) on securities
measured at fair value $ 769.6 $ (534.3) $ 1,303.9 244 %
Equity in earnings (losses) from Canopy and
related activities (12.4) 46.2 (58.6) (127 %)
Equity in earnings (losses) from other
equity method investees 25.2 31.1 (5.9) (19 %)
Net gain (loss) on sale of unconsolidated
investment - 0.5 (0.5) NM
$ 782.4 $ (456.5) $ 1,238.9 271 %
Canopy segment
Canopy net sales increased to
for Third Quarter 2020. This
increase of
attributable to an increase in Canadian recreational sales as well as other product
offering sales. Third Quarter 2020 Canadian recreational sales were negatively
impacted by returns and pricing adjustments associated with the risk of over-supply of
certain oil and softgel products at that time. The Canadian recreational sales for
Third Quarter 2021 benefited from an increase in consumer demand resulting from
(i) the opening of retail stores
across
dry bud product, and (iii) the introduction of cannabis-infused beverages. The
increase in other sales resulted
from (i) vaporizers sold by
[[Image Removed: stz-20201130_g4.jpg]] KG, (ii) beauty, skincare, wellness, and sleep product sales from their
acquisition of This Works
beverages, mixes, protein, gum,
and mints from their
BioSteel. Canopy gross profit
(loss) increased to
from $(7.3) million for Third
Quarter 2020. This increase of
primarily driven by increased net sales, partially offset by higher cost of product
sold related to facilities not yet cultivating or producing cannabis or
cannabis-related products, or having under-utilized capacity. Canopy selling, general,
and administrative expenses
increased
losses on financial assets and related charges and asset impairment and restructuring
costs, partially offset by a reduction in stock-based compensation expense. The
combination of these factors were the main contributors to the increase in operating
loss of $2.6 million .
Interest expense
Interest expense decreased to $95.7 million for Third Quarter 2021 from $103.1
million for Third Quarter 2020. This decrease of $7.4 million or 7% is
predominantly due to lower average borrowings of approximately $1.0 billion
primarily attributable to the partial repayment of financing entered into in
connection with the November 2018 Canopy Transaction.
(Provision for) benefit from income taxes
Our effective tax rate for Third Quarter 2021 was 12.0% of tax expense as
compared with 225.3% of tax benefit for Third Quarter 2020. In comparison to
prior year, our taxes were negatively impacted primarily by:
•the recognition of a $547.4 million net income tax benefit resulting from the
remeasurement of our deferred tax assets for Third Quarter 2020 in connection
with the September 2019 enactment of tax reform in Switzerland ; and
•lower net income tax benefits recorded for Third Quarter 2021 as compared with
Third Quarter 2020 on the changes in fair value of our investments in Canopy and
Canopy equity in earnings (losses).
For additional information, refer to Note 10 of the Financial Statements.
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MD&A Table of Contents
Net income (loss) attributable to CBI
Net income (loss) attributable to CBI increased to $1,280.9 million for Third
Quarter 2021 from $360.4 million for Third Quarter 2020. This increase in net
income (loss) of $920.5 million is largely attributable to (i) the unrealized
net gain from the changes in fair value of our investments in Canopy in Third
Quarter 2021 as compared with an unrealized net loss in Third Quarter 2020,
(ii) volume growth within the Beer and Wine and Spirits segments, and (iii) an
impairment of long-lived assets held for sale for Third Quarter 2020, partially
offset by the Third Quarter 2021 provision for income taxes as compared with a
benefit from income taxes for Third Quarter 2020.
NINE MONTHS 2021 COMPARED TO NINE MONTHS 2020
Net sales
Nine Nine
Months Months Dollar Percent
2021 2020 Change Change
(in millions)
Beer $ 4,697.9 $ 4,428.4 $ 269.5 6 %
Wine and Spirits:
Wine 1,711.2 1,747.3 (36.1) (2 %)
Spirits 252.8 264.9 (12.1) (5 %)
Total Wine and Spirits 1,964.0 2,012.2 (48.2) (2 %)
Canopy 261.5 196.4 65.1 33 %
Consolidation and Eliminations (261.5) (196.4) (65.1) (33 %)
Consolidated net sales $ 6,661.9 $ 6,440.6 $ 221.3 3 %
Beer segment Nine Nine
Months Months Dollar Percent
2021 2020 Change Change
(in millions, branded product, 24-pack, 12-ounce case equivalents)
Net sales $ 4,697.9 $ 4,428.4 $ 269.5 6 %
Shipment volume
Total 258.9 246.6 5.0 %
Organic (1) 258.9 244.6 5.8 %
Depletion volume (1) (2) 7.3 %
(1)Includes an adjustment to remove volume associated with the Ballast Point
Divestiture for the period March 2, 2019 , through November 30, 2019 .
(2)Depletions represent distributor shipments of our respective branded products
to retail customers, based on third-party data.
The increase in Beer net sales is
largely due to
within our Mexican beer portfolio, which benefited from continued consumer demand,
new product introductions, and
line extensions,
pricing in select markets within
our Mexican beer portfolio, and
increase from favorable product
mix shift, partially offset by
[[Image Removed: stz-20201130_g2.jpg]] the Ballast Point Divestiture. Favorable product mix shift primarily resulted from
increased sales of our
newly-released Corona
on-premise keg sales. The depletion volume trend outpaced the shipment volume trend
for Nine Months 2021, driven by COVID-19 containment measures which negatively
affected early Fiscal 2021
production activity at our major breweries in
partially offset by the increased shipment volume related to replenishing inventory
levels in our distribution channels.
Constellation Brands, Inc. Q3 FY 2021 Form 10-Q #WORTHREACHINGFOR I 52
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MD&A Table of Contents
Wine and Spirits segment Nine Nine
Months Months Dollar Percent
2021 2020 Change Change
(in millions, branded product, 9-liter case
equivalents)
Net sales $ 1,964.0 $ 2,012.2 $ (48.2) (2 %)
Shipment volume
Total 35.6 39.6 (10.1 %)
Organic (3) 35.6 38.2 (6.8 %)
U.S. Domestic 32.8 36.4 (9.9 %)
Organic U.S. Domestic (3) 32.8 35.0 (6.3 %)
U.S. Domestic Power Brands 16.8 16.7 0.6 %
Depletion volume (2)
U.S. Domestic (3) (1.7 %)
U.S. Domestic Power Brands 2.5 %
(3)Includes an adjustment to remove volume associated with the Black Velvet
Divestiture for the period
The decrease in Wine and Spirits net sales is primarily due to a
decline in branded wine and spirits volume, driven by the brands to be divested in
January 2021 , and$51.4 million
from the Black Velvet Divestiture, partially offset
by $74.6 million of favorable
product mix shift and
pricing. The Wine and Spirits Nine Months 2021 results have been negatively impacted
[[Image Removed: stz-20201130_g3.jpg]] by (i) on-premise and retail tasting room closures as a result of COVID-19
containment measures and (ii) transition activities with distributors who are
repositioning for ownership of
brands upon closing the
Transactions, partially offset by an increase in off-premise and a continued focus
on NPD and Power Brands. The benefits from favorable product mix shift are expected
to lessen for the remainder of Fiscal 2021 primarily due to shipment product mix
outpacing depletion product mix.
Gross profit
Nine Nine
Months Months Dollar Percent
2021 2020 Change Change
(in millions)
Beer $ 2,632.9 $ 2,468.1 $ 164.8 7 %
Wine and Spirits 868.2 874.4 (6.2) (1 %)
Canopy (33.0) 13.8 (46.8) NMConsolidation and Eliminations 33.0 (13.8) 46.8
NM
Comparable Adjustments (28.8) (140.4) 111.6 79 %
Consolidated gross profit
The increase in Beer is primarily
due to
$65.9 million favorable impact
from pricing, partially offset by
higher cost of product sold,
Ballast Point Divestiture, and
higher cost of product sold is
largely due to increased operational costs of
[[Image Removed: stz-20201130_g2.jpg]] million and increased transportation costs of
$17.4 million of foreign currency
transactional benefits. The increase in
operational costs primarily consisted of higher material costs, including glass,
cartons, and pallets. Unfavorable product mix shift primarily resulted from
increased sales of our
newly-released Corona
reduction in on-premise keg sales.
Constellation Brands, Inc. Q3 FY 2021 Form 10-Q #WORTHREACHINGFOR I 53
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MD&A Table of Contents
The decrease in Wine and Spirits is largely due to
product sold, $40.2 million of decline in branded wine and spirits volume, driven by
the brands to be divested in
profit due to the Black Velvet
Divestiture, partially offset by
favorable product mix shift and
the
[[Image Removed: stz-20201130_g3.jpg]] cost of product sold was largely attributable to unfavorable fixed cost absorption
including $20.0 million from decreased production levels at certain facilities as a
result of the 2020 U.S. wildfires in the Third Quarter 2021, certain spirits
packaging size obsolescence, increased winery compensation and benefits, as well as
increased packaging costs, including glass and labels, partially offset by lower
grape raw material costs.
Gross profit as a percent of net sales increased to 52.1% for Nine Months 2021
compared with 49.7% for Nine Months 2020. This was largely due to a favorable
change of approximately 170 basis points in Comparable Adjustments and favorable
impacts from both Beer and Wine and Spirits pricing in select markets, which
contributed approximately 50 basis points and 40 basis points of rate growth,
respectively, partially offset by approximately 70 basis points of rate decline
from higher cost of product sold within the Wine and Spirits segment and an
unfavorable product mix shift for the Beer segment contributing approximately 35
basis points of rate decline.
Selling, general, and administrative expenses
Nine Nine
Months Months Dollar Percent
2021 2020 Change Change
(in millions)
Beer $ 644.9 $ 687.3 $ (42.4) (6 %)
Wine and Spirits 360.4 372.8 (12.4) (3 %)
Corporate Operations and Other 171.3 148.7 22.6 15 %
Canopy 1,038.0 555.1 482.9 87 %
Consolidation and Eliminations (1,038.0) (555.1) (482.9) (87 %)
Comparable Adjustments 35.2 42.9 (7.7) (18 %)
Consolidated selling, general, and
administrative expenses $ 1,211.8 $ 1,251.7 $ (39.9) (3 %)
The decrease in Beer is primarily
due to a decrease of
spend that was largely driven by decreased advertising resulting from COVID-19
related event cancellations. Many of our planned investments to support the growth
[[Image Removed: stz-20201130_g2.jpg]] of our Mexican beer portfolio through media and event sponsorships were suspended or
canceled in Nine Months 2021. The favorable marketing spend as a percentage of net
sales recognized in Nine Months 2021 is expected to return to targeted assumptions
during the remainder of Fiscal 2021.
The decrease in Wine and Spirits
is largely due to a decrease of
marketing spend that was largely driven by decreased advertising resulting from
COVID-19 related event
cancellations and a
administrative expenses. Many of our planned investments to support the growth of
[[Image Removed: stz-20201130_g3.jpg]] our Power Brands through media and event sponsorships were suspended or canceled in
Nine Months 2021. The favorable marketing spend as a percentage of net sales
recognized in Nine Months 2021 is expected to return to targeted assumptions during
the remainder of Fiscal 2021. The decrease in general and administrative expenses is
driven by a favorable impact from reduced travel driven by COVID-19 containment
measures and certain cost saving initiatives.
The increase in CorporateOperations and Other is largely due to approximately a
$13 million increase in
compensation and benefits,
[[Image Removed: stz-20201130_g5.jpg]] currency losses, and an increase of
primarily driven by COVID-19
support efforts, partially offset by
favorable impact from reduced travel driven by COVID-19 containment measures.
Selling, general, and administrative expenses as a percent of net sales decreased to 18.2% for Nine Months 2021 as compared with 19.4% for Nine Months 2020. The decrease is driven largely by a reduction in bothBeer and Wine and Spirits selling, general, and administrative expenses, largely related to decreased marketing spend,
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which results in approximately 145 basis points and 20 basis points of rate
decline, respectively, partially offset by an increase in Corporate Operations
and Other general and administrative expenses, which resulted in approximately
35 basis points of rate growth.
Operating income (loss)
Nine Nine
Months Months Dollar Percent
2021 2020 Change Change
(in millions)
Beer $ 1,988.0 $ 1,780.8 $ 207.2 12 %
Wine and Spirits 507.8 501.6 6.2 1 %
Corporate Operations and Other (171.3) (148.7) (22.6) (15 %)
Canopy (1,071.0) (541.3) (529.7) (98 %)
Consolidation and Eliminations 1,071.0 541.3 529.7 98 %
Comparable Adjustments (92.7) (524.3) 431.6 82 %
Consolidated operating income (loss)
The increase in Beer is primarily attributable to the strong volume growth within
[[Image Removed: stz-20201130_g2.jpg]] our Mexican beer portfolio, favorable pricing impact, and decreased marketing
spend, partially offset by the
higher cost of product sold, and the
Divestiture.
The increase in Wine and Spirits was driven largely by the favorable impacts from
[[Image Removed: stz-20201130_g3.jpg]] product mix shift and pricing and decreased marketing spend, partially offset by
the higher cost of product sold, the decline in branded wine and spirits volume,
and the Black Velvet Divestiture.
As previously discussed, the Corporate Operations and Other increase in operating
[[Image Removed: stz-20201130_g5.jpg]] loss is due largely to the increase in compensation and benefits, unfavorable
foreign currency losses, and increased charitable contributions, partially offset by
the favorable impact from reduced travel.
Income (loss) from unconsolidated investments
General
Nine Nine
Months Months Dollar Percent
2021 2020 Change Change
(in millions)
Unrealized net gain (loss) on securities
measured at fair value (1) $ 524.7 $ (2,200.9) $ 2,725.6 124 %
Equity in earnings (losses) from Canopy and
related activities (2) (421.0) (544.2) 123.2 23 %
Equity in earnings (losses) from other
equity method investees 26.8 32.9 (6.1) (19 %)
Net gain (loss) on sale of unconsolidated
investment - 0.4 (0.4) NM
$ 130.5 $ (2,711.8) $ 2,842.3 105 %
(1) Nine Months 2020 includes an unrealized net loss from the changes in fair
value of our securities measured at fair value of $3,376.9 million , partially
offset by an $1,176.0 million unrealized gain resulting from the June 2019
Warrant Modification.
(2) Nine Months 2021 includes $251.5 million of costs designed to improve their
organizational focus, streamline operations, and align production capability
with projected demand and Nine Months 2020 includes our share of Canopy's
additional loss resulting from the June 2019 Warrant Modification of $409.0
million .
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Canopy segment
Canopy net sales increased to
for Nine Months 2020. This
increase of
to an increase in other product offering sales and medical sales, as well as
additional Canadian recreational sales. The increase in other sales resulted from (i)
vaporizers sold by Storz & Bickel
sleep product sales from their
and (iii) sales of sports nutrition beverages, mixes, protein, gum, and mints from
their October 2019 acquisition of BioSteel. The increase in medical sales largely
resulted from Canopy's April 2019 acquisition of C3. Canadian recreational sales
[[Image Removed: stz-20201130_g4.jpg]] benefited from the introductions of retail stores across
beverages. Canopy gross profit
(loss) decreased to
2021 from $13.8 million or Nine
Months 2020. This decrease of
primarily driven by inventory write-downs related to its organizational and strategic
review of their business and detailed evaluation of inventory. Canopy selling,
general, and administrative
expenses increased
decision to close greenhouse facilities as well as other changes related to its
organizational and strategic review of their business and (ii) expected credit losses
on financial assets and related charges, partially offset by a reduction in
stock-based compensation expense. The combination of these factors were the main
contributors to the increase in
operating loss of
Interest expense Interest expense decreased to$295.9 million for Nine Months 2021 from$329.3 million for Nine Months 2020. This decrease of$33.4 million , or 10% is predominantly due to lower average borrowings of approximately$1.2 billion primarily attributable to the partial repayment of financing entered into in connection with theNovember 2018 Canopy Transaction. (Provision for) benefit from income taxes Our effective tax rate for Nine Months 2021 was 20.2% of tax expense as compared with 73.0% of tax benefit for Nine Months 2020. In comparison to prior year, our taxes were negatively impacted primarily by: •the recognition of a$547.4 million net income tax benefit resulting from the remeasurement of our deferred tax assets for Nine Months 2020 in connection with theSeptember 2019 enactment of tax reform inSwitzerland , •lower net income tax benefits recorded for Nine Months 2021 as compared with Nine Months 2020 on the changes in fair value of our investments in Canopy and Canopy equity in earnings (losses); and •a larger net income tax benefit from stock-based compensation award activity for Nine Months 2021 from changes in option exercise activity.
For additional information, refer to Note 10 of the Financial Statements.
We expect our reported effective tax rate for Fiscal 2021 to be in the range of 20% to 22%. This range includes related tax provisions from our Canopy investments for the Nine Months 2021 and estimated impact for (i) benefits related to the recognition of the income tax effect of stock-based compensation awards in the income statement when the awards vest or are settled and (ii) lower effective tax rates applicable to our foreign businesses. Since estimates are not currently available, this range does not reflect (i) any future changes in the fair value of our Canopy investments measured at fair value and any future equity in earnings (losses) and related activities from theCanopy Equity Method Investment and (ii) any gain (loss) recognized in connection with the Wine and Spirits Transactions, the Paul Masson Transaction, and the Concentrate Business Transaction. Net income (loss) attributable to CBI Net income (loss) attributable to CBI increased to$1,615.1 million for Nine Months 2021 from$(410.2) million for Nine Months 2020. This increase of$2,025.3 million is largely attributable to (i) the unrealized net gain from the changes in fair value of our investments in Canopy in Nine Months 2021 as compared with an unrealized net loss in Nine Months 2020, (ii) an impairment of long-lived assets held for sale for Nine Months 2020, (iii) and strong volume growth within the Beer segment, partially offset by the Nine Months 2021 provision for income taxes as compared with a benefit from income taxes for Nine Months 2020.
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FINANCIAL LIQUIDITY AND CAPITAL RESOURCES
General
Our ability to consistently generate cash flow from operating activities is one of our most significant financial strengths. Our strong cash flows enable us to invest in our people and our brands, make appropriate capital investments, provide a quarterly cash dividend program, and from time-to-time, repurchase shares of our common stock, and make strategic investments and acquisitions that we believe will enhance stockholder value. Our primary source of liquidity has been cash flow from operating activities. Our principal use of cash in our operating activities is for purchasing and carrying inventories and carrying seasonal accounts receivable. Historically, we have used cash flow from operating activities to repay our short-term borrowings and fund capital expenditures. Additionally, we have a commercial paper program which we use to fund our short-term borrowing requirements and to maintain our access to the capital markets. We will continue to use our short-term borrowings, including our commercial paper program, to support our working capital requirements and capital expenditures. COVID-19 has negatively impacted the global economy and financial markets which could interfere with our ability to access sources of liquidity at favorable rates and generate operating cash flows. We are taking advantage of opportunities to temporarily defer some payments including certain payroll taxes under the CARES Act. We have maintained adequate liquidity to meet working capital requirements, fund capital expenditures, and repay scheduled principal and interest payments on debt. Absent deterioration of market conditions, we believe that cash flows from operating activities and financing activities, primarily short-term borrowings, will provide adequate resources to satisfy our working capital, scheduled principal and interest payments on debt, anticipated dividend payments, and anticipated capital expenditure requirements for both our short-term and long-term capital needs. We have completed the Wine and Spirits Transactions inJanuary 2021 and inDecember 2020 , we receivedFTC clearance and plan to close the Paul Masson Transaction during the fourth quarter of fiscal 2021. We intend to use the net cash proceeds from closing these transactions to repay the 3.75%May 2013 Senior Notes and for other general corporate purposes. OnMay 1, 2020 , we exercised theNovember 2017 Canopy Warrants at an exercise price ofC$12.98 per warrant share forC$245.0 million , or$173.9 million . TheMay 2020 Canopy Transaction was funded with cash from operations. Cash flows Nine Nine Months Months Dollar 2021 2020 Change (in millions) Net cash provided by (used in): Operating activities$ 2,363.6 $ 2,076.3 $ 287.3 Investing activities (643.2) (335.9) (307.3) Financing activities (1,654.7) (1,740.2) 85.5 Effect of exchange rate changes on cash and cash equivalents 5.8 (0.1) 5.9
Net increase (decrease) in cash and cash equivalents
0.1$ 71.4 Operating activities The increase in net cash provided by operating activities for Nine Months 2021 is largely due to strong cash flow from the Beer segment driven primarily by the segment's solid operating results combined with the timing of collections for recoverable value-added taxes. Net cash provided by operating activities also benefited from reduced inventory levels for theWine and Spirits segment as a result of the 2020 U.S. wildfires. The increase
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in net cash provided by operating activities was partially offset by higher income tax payments in Nine Months 2021 primarily due to the receipt of a federal tax refund in Nine Months 2020.
Investing activities Net cash used in investing activities for Nine Months 2021 increased primarily due to lower proceeds from sale of business of$226.8 million for Nine Months 2021 as compared with Nine Months 2020 and the$173.9 million exercise of theNovember 2017 Canopy Warrants inMay 2020 . The increase in net cash used in investing activities was partially offset by lower capital expenditures of$70.6 million for Nine Months 2021. Financing activities The decrease in net cash provided by (used in) financing activities consists of: Nine Nine Months Months Dollar 2021 2020 Change (in millions) Net proceeds from (payments of) debt, current and long-term, and related activities$ (1,236.5) $ (1,287.9) $ 51.4 Dividends paid (431.2) (427.0) (4.2) Purchases of treasury stock - (50.0) 50.0 Net cash provided by stock-based compensation activities 35.5 24.7 10.8 Distributions to noncontrolling interests (22.5) - (22.5)
Net cash provided by (used in) financing activities
Debt Total debt outstanding as ofNovember 30, 2020 , amounted to$10,984.5 million , a decrease of$1,200.1 million fromFebruary 29, 2020 . This decrease consisted of: [[Image Removed: stz-20201130_g6.jpg]] Bank facilities InMarch 2020 , we entered into the 2020 Restatement Agreement that amended and restated the 2018 Credit Agreement. The 2020 Restatement Agreement resulted in (i) the removal of the subsidiary guarantees and termination of the guarantee agreement, (ii) the inclusion of the parent guaranty provisions in connection with the termination of the guarantee agreement, (iii) the removal of certain provisions pertaining to term loans since no term loans are outstanding, and (iv) the revision of the LIBOR successor rate provisions to permit the use of rates based on the SOFR administered by theFederal Reserve Bank of New York .
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In March 2020 , we entered into the Term Loan Restatement Agreement and the 2020
Term Loan Restatement Agreement, that amended and restated the Term Credit
Agreement and the 2019 Term Credit Agreement, respectively. The Term Loan
Restatement Agreement and the 2020 Term Loan Restatement Agreement each resulted
in (i) the removal of the subsidiary guarantees and termination of the
respective guarantee agreements and (ii) the revision of the LIBOR successor
rate provisions in each to permit the use of rates based on SOFR.
In Second Quarter 2021, we prepaid the remaining outstanding Three-Year Term Facility and Five-Year Term Facility borrowings under our 2020 Term Credit Agreement.
Senior notes InApril 2020 , we issued theApril 2020 Senior Notes. Proceeds from this offering, net of discount and debt issuance costs, of$1,183.3 million were primarily used for the repayment of our 2.25%November 2017 Senior Notes and the repayment of a portion of the Three-Year Term Facility outstanding obligations under our 2020 Term Credit Agreement. InNovember 2020 , we repaid the Senior Floating Rate Notes with cash on hand. InJanuary 2021 , we gave notice for full redemption of the 3.75%May 2013 Senior Notes utilizing cash proceeds from the Wine and Spirits Transactions.
General
The majority of our outstanding borrowings as ofNovember 30, 2020 , consisted of fixed-rate senior unsecured notes, with maturities ranging from calendar 2021 to calendar 2050, and a variable-rate senior unsecured term loan facility under ourMarch 2020 Term Credit Agreement, with a calendar 2024 maturity date. Additionally, we have a commercial paper program which provides for the issuance of up to an aggregate principal amount of$2.0 billion of commercial paper. Our commercial paper program is backed by unused commitments under our revolving credit facility under our 2020 Credit Agreement. Accordingly, outstanding borrowings under our commercial paper program reduce the amount available under our revolving credit facility under our 2020 Credit Agreement. We do not have purchase commitments from buyers for our commercial paper and, therefore, our ability to issue commercial paper is subject to market demand. If the commercial paper market is not available to us for any reason when outstanding commercial paper borrowings mature, we will utilize unused commitments under our revolving credit facility under our 2020 Credit Agreement to repay commercial paper borrowings. We do not expect that fluctuations in demand for commercial paper will affect our liquidity given our borrowing capacity available under our revolving credit facility under our 2020 Credit Agreement. We had the following borrowing capacity available under our 2020 Credit Agreement: Remaining Borrowing Capacity November 30, December 31, 2020 2020 (in millions) Revolving Credit Facility (1)$ 1,948.2 $
1,988.2
(1)Net of outstanding revolving credit facility borrowings and outstanding letters of credit under our 2020 Credit Agreement and outstanding borrowings under our commercial paper program.
The financial institutions participating in our 2020 Credit Agreement have complied with prior funding requests and we believe such financial institutions will comply with any future funding requests. However, there can be no assurances that any particular financial institution will continue to do so.
We and our subsidiaries are subject to covenants that are contained in our 2020 Credit Agreement, including those restricting the incurrence of additional indebtedness, additional liens, mergers and consolidations,
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transactions with affiliates, and sale and leaseback transactions, in each case
subject to numerous conditions, exceptions, and thresholds. The financial
covenants are limited to a minimum interest coverage ratio and a maximum net
leverage ratio, both as defined in our 2020 Credit Agreement. As of November 30,
2020 , under our 2020 Credit Agreement, the minimum interest coverage ratio was
2.5x and the maximum net leverage ratio was 4.5x.
The representations, warranties, covenants, and events of default set forth in
our
Our indentures relating to our outstanding senior notes contain certain covenants, including, but not limited to: (i) a limitation on liens on certain assets, (ii) a limitation on certain sale and leaseback transactions, and (iii) restrictions on mergers, consolidations, and the transfer of all or substantially all of our assets to another person.
As ofNovember 30, 2020 , we were in compliance with our covenants under our 2020 Credit Agreement, ourMarch 2020 Term Credit Agreement, and our indentures, and have met all debt payment obligations.
For a complete discussion and presentation of all borrowings and available sources of borrowing, refer to Note 13 of our consolidated financial statements included in our 2020 Annual Report and Note 9 of the Financial Statements.
Common stock dividends
OnJanuary 6, 2021 , our Board of Directors declared a quarterly cash dividend of$0.75 per share of Class A Common Stock,$0.68 per share of ClassB Convertible Common Stock, and$0.68 per share of Class 1 Common Stock payable onFebruary 23, 2021 , to stockholders of record of each class onFebruary 9, 2021 .
We currently expect to continue to pay a regular quarterly cash dividend to stockholders of our common stock in the future, but such payments are subject to approval of our Board of Directors and are dependent upon our financial condition, results of operations, capital requirements, and other factors, including those set forth under Item 1A "Risk Factors" of our 2020 Annual Report.
Share Repurchase Program
Our Board of Directors have authorized the repurchase of up to$3.0 billion of our Class A Common Stock and Class B Convertible Common Stock under the 2018 Authorization and the repurchase of up to$2.0 billion of our Class A Common Stock and Class B Convertible Common Stock under the 2021 Authorization. Shares repurchased under the 2018 Authorization have become treasury shares and no shares have been repurchased under the 2021 Authorization. No shares were repurchased during Third Quarter 2021.
As of
Class A Common Shares
Repurchase Dollar Value of Number of Shares
Authorization Shares Repurchased Repurchased
(in millions, except share data)
2018 Authorization$ 3,000.0 $ 1,045.9 4,897,605
Share repurchases under the 2018 Authorization and 2021 Authorization may be accomplished at management's discretion from time to time based on market conditions, our cash and debt position, and other factors as determined by management. Shares may be repurchased through open market or privately negotiated transactions. We may fund future share repurchases with cash generated from operations and/or proceeds from borrowings. Any repurchased shares will become treasury shares.
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We currently expect to continue to repurchase shares in the future, but such
repurchases are dependent upon our financial condition, results of operations,
capital requirements, and other factors, including those set forth under Item 1A
"Risk Factors" of our 2020 Annual Report.
For additional information, refer to Note 18 of our consolidated financial statements included in our 2020 Annual Report and Note 11 of the Financial Statements.
Capital expenditures
Management reviews the capital expenditure program periodically and modifies it as required to meet current business needs. We plan to spend from$800 million to$900 million for capital expenditures for Fiscal 2021, including$650 million to$750 million for the Beer Segment associated primarily with ourObregon Brewery expansion project inMexico . The remaining Fiscal 2021 capital expenditures consist of improvements of existing operating facilities and replacements of existing equipment and/or buildings. In fiscal 2017, we began construction of theMexicali Brewery . InMarch 2020 , a public consultation on the construction of ourMexicali Brewery was held. We are in discussions with government officials inMexico regarding next steps for our brewery construction project and options elsewhere in the country following the negative result of the public consultation. These discussions have been positive and we intend to continue working with government officials to mutually agree upon a path forward. At this time, we have paused all construction activities at ourMexicali Brewery . We are continuing to evaluate a variety of alternatives for theMexicali Brewery and related assets, including transferring certain assets to different locations inMexico , where possible. Future impairments may result for any capitalized amounts that are not deemed recoverable based upon our plans for these assets. As ofNovember 30, 2020 , we have approximately$710 million of capitalized fixed assets remaining at theMexicali Brewery .
Guidance
Accounting guidance Accounting guidance adopted for Nine Months 2021 did not have a material impact on our consolidated financial statements. Disclosure guidance InMay 2020 , theSecurities and Exchange Commission ("SEC") issued a final rule that amends business acquisition and disposition financial disclosure requirements. Among other modifications, the amendments change certain criteria in the significance tests used to determine audited financial statements and related pro forma financial information requirements, the periods audited financial statements must cover, and the form and content of the pro forma financial information. We are required to comply with this rule for our annual and interim periods beginningMarch 1, 2021 , however early compliance is permitted. We are currently assessing the impact of this rule on ourSEC filings.
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those set forth in, or implied by, such forward-looking statements. All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q are forward-looking statements, including without limitation:
•The statements regarding the current global COVID-19 pandemic. •The statements regarding the potential impact to supply, production levels, and costs due to wildfires.
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•The statements under Part I - Item 2 "Management's Discussion and Analysis of
Financial Condition and Results of Operations" regarding:
•our business strategy, future operations, future financial position, future
effective tax rate, future net sales and expected volume trends, future
marketing spend, prospects, plans, and objectives of management;
•information concerning expected or potential actions of third parties,
including potential changes to international trade agreements, tariffs, taxes,
and other governmental rules and regulations;
•information concerning the future expected balance of supply and demand for our
products;
•timing and source of funds for operating activities and November 2018 Canopy
Warrant exercises, if any;
•the manner, timing, and duration of the share repurchase program and source of
funds for share repurchases; and
•the amount and timing of future dividends.
•The statements regarding our beer expansion, construction, and optimization
activities, including anticipated costs and timeframes for completion,
discussions with government officials in Mexico , and potential future impairment
of non-recoverable brewery construction assets.
•The statements regarding:
•the volatility of the fair value of our investments in Canopy measured at fair
value;
•our activities surrounding our investments in Canopy;
•our targeted leverage ratio;
•the November 2018 Canopy Warrants; and
•our future ownership level in Canopy and our future share of Canopy's reported
earnings and losses.
•The statements regarding the Wine and Spirits Transactions, Paul Masson
Transaction, and Concentrate Business Transaction, including expected form and
amount of consideration, amount and use of expected proceeds, estimated
remaining costs, and any expected restructuring charge.
•The statements regarding Canopy's expectations and the transactions with
Acreage and Canopy Rivers.
When used in this Quarterly Report on Form 10-Q, the words "anticipate,"
"intend," "expect," and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain
such identifying words. All forward-looking statements speak only as of the date
of this Quarterly Report on Form 10-Q. We undertake no obligation to update or
revise any forward-looking statements, whether as a result of new information,
future events, or otherwise. Although we believe that the expectations reflected
in the forward-looking statements are reasonable, we can give no assurance that
such expectations will prove to be correct. In addition to the risks and
uncertainties of ordinary business operations and conditions in the general
economy and markets in which we compete, our forward-looking statements
contained in this Quarterly Report on Form 10-Q are also subject to the risk and
uncertainty that:
•the duration and impact of the COVID-19 pandemic, including but not limited to
the closure of non-essential businesses, which may include our manufacturing
facilities, and other associated governmental containment actions, may vary from
our current expectations;
•the actual impact to supply, production levels, and costs due to wildfires may
vary from our current expectations due to, among other reasons, the actual
severity and geographical reach of wildfires;
•the actual balance of supply and demand for our products will vary from current
expectations due to, among other reasons, actual raw material supply, actual
shipments to distributors, and actual consumer demand;
•the actual demand, net sales, and volume trends for our products will vary from
current expectations due to, among other reasons, actual shipments to
distributors and actual consumer demand;
•the amount, timing, and source of funds for any share repurchases or Canopy
warrant exercises, if any, may vary due to market conditions; our cash and debt
position; the impact of the beer operations expansion activities; the impact of
our investments in Canopy; any future exercise of the November 2018 Canopy
Warrants; the expected impacts of the Wine and Spirits Transactions, Paul Masson
Transaction, and Concentrate Business Transaction; and other factors as
determined by management from time to time;
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•the amount and timing of future dividends may differ from our current
expectations if our ability to use cash flow to fund dividends is affected by
unanticipated increases in total net debt, we are unable to generate cash flow
at anticipated levels, or we fail to generate expected earnings;
•the fair value of our investments in Canopy may vary due to market and economic
conditions in Canopy's markets and business locations;
•the accuracy of management's projections relating to the Canopy investment may
vary from management's current expectations due to Canopy's actual results of
operations and market and economic conditions;
•the timeframe and actual costs associated with the beer operations expansion
activities and amount of impairment, if any, for non-recoverable brewery
construction assets in Mexico may vary from management's current expectations
due to market conditions, our cash and debt position, receipt of required
regulatory approvals by the expected dates and on the expected terms, results of
discussions with government officials in Mexico , actual amount of
non-recoverable brewery construction assets, and other factors as determined by
management;
•any consummation of the Paul Masson Transaction and its actual date of
consummation may vary from our current expectations;
•the actual restructuring charge, if any, will vary based on management's final
plans; and the amount of additional loss, if any, on the future write-down of
assets held for sale will vary based on the form of consideration, amount of
consideration actually received, and future brand performance;
•the effect of our reliance upon complex information systems and third party
global networks, our ability to withstand cyber-attacks, and our success in the
design, and ongoing implementation of our new ERP system may vary from
management's current expectations;
•any impact of U.S. federal laws on the transaction between Acreage and Canopy
or upon the implementation of that transaction, or the impact of the Acreage
Transaction or the Canopy Rivers Transaction upon our future ownership level in
Canopy or our future share of Canopy's reported earnings and losses, may vary
from management's current expectations; and
•our targeted leverage ratio may vary from management's current expectations due
to market conditions, our ability to generate cash flow at expected levels and
our ability to generate expected earnings.
The Paul Masson Transaction is subject to the satisfaction of certain closing
conditions. For additional information about risks and uncertainties that could
adversely affect our forward looking statements, please refer to Item 1A. "Risk
Factors" of our 2020 Annual Report.
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