MOLSON COORS BREWING CO ITEM 1A Risk Factors The reader should carefully consider the following factors and the other information contained within this document |
The most important factors that could influence the achievement of our goals, and cause actual results to differ materially from those expressed in the forward-looking statements, include, but are not limited to, the following: Risks specific to the Molson Merger We may not realize the cost savings and other benefits we currently anticipate due to challenges associated with integrating the operations, technologies, sales and other aspects of the businesses of Molson and Coors |
Our success will depend in large part on managementapstas success in integrating the operations, technologies and personnel of Molson and Coors |
If we fail to integrate the operations of Molson and Coors or otherwise fail to realize any of the anticipated benefits of the Merger transaction, including the estimated cost savings of approximately dlra175 million annually by the third year following the Merger, our results of operations could be impaired |
In addition, the overall integration of the two companies may result in unanticipated operations problems, expenses and liabilities, and diversion of managementapstas attention |
If Pentland and the Coors Trust do not agree on a matter submitted to stockholders, generally the matter will not be approved, even if beneficial to the Company or favored by other stockholders |
Pentland and the Coors Trust, which together control more than two-thirds of the Companyapstas Class A Common and Exchangeable stock, have voting trust agreements through which they have combined their voting power over the shares of our Class A common stock and the Class A exchangeable shares that they own |
However, in the event that these two stockholders do not agree to vote in favor of a matter submitted to a stockholder vote (other than the election of directors), the voting trustees will be required to vote all of the Class A common stock and Class A exchangeable shares deposited in the voting trusts against the matter |
There is no other mechanism in the voting trust agreements to resolve 15 _________________________________________________________________ a potential deadlock between these stockholders |
Therefore, if either Pentland or the Coors Trust is unwilling to vote in favor of a transaction that is subject to a stockholder vote, we may be unable to complete the transaction even if our board, management or other stockholders believe the transaction is beneficial for Molson Coors |
Risks specific to our Discontinued Operations Indemnities provided to the purchaser of 68prca of the Kaiser business in Brazil could result in future cash outflows and income statement charges |
On January 13, 2006, we sold a 68prca equity interest in Kaiser to FEMSA for dlra68 million cash, including the assumption by FEMSA of Kaiser-related debt and contingencies |
The terms of the agreement require us to indemnify FEMSA for exposures related to certain tax, civil and labor contingencies |
The ultimate resolution of these claims is not under our control, and we cannot predict the outcomes of administrative and judicial proceedings that will occur with regard to these claims |
It is possible that we will have to make cash outlays to FEMSA with regard to these indemnities |
While the fair values of these indemnity obligations will be recorded on our balance sheet in conjunction with the sale, we could incur future income statement charges as facts further develop resulting in changes to our fair value estimates |
Risks specific to our Company Our success as an enterprise depends largely on the success of three primary products; the failure or weakening of one or more could materially adversely affect our financial results |
Although we currently have 14 products in our US portfolio, Coors Light represented more than 72prca of our US sales volume for 2005 |
Carling lager is the best-selling brand in the United Kingdom and represented approximately 75prca of CBL sales volume in 2005 |
The combination of the Molson Canadian and Coors Light brands represented approximately 45prca of our Canada segmentapstas sales volume for the year ended December 25, 2005 |
Consequently, any material shift in consumer preferences away from these brands would have a disproportionately large adverse impact on our business |
We have indebtedness that is substantial in relation to our stockholders &apos equity, which could hinder our ability to adjust to rapid changes in market conditions or to respond to competitive pressures |
As of December 25, 2005, we had dlra850 million in debt primarily related to our acquisition of CBL, and dlra1dtta4 billion of debt primarily related to our Merger with Molson |
As a result, we must use a substantial portion of our cash flow from operations to pay principal and interest on our debt |
If our financial and operating performance is insufficient to generate sufficient cash flow for all of our activities, our operations could be adversely impacted |
We rely on a small number of suppliers to obtain the packaging we need to operate our business, of which the loss or inability to obtain materials could negatively affect our ability to produce our products |
For our US business, we purchase most of our paperboard and container supplies from a single supplier or a small number of suppliers |
Additionally, we are contractually obligated to purchase substantially all our can and bottle needs in the United States from our container joint ventures or from our partners in those ventures, Ball Corporation (RMMC) and Owens-Brockway Glass Container, Inc |
Consolidation of the glass bottle industry in North America has reduced local supply alternatives and increased risks of glass bottle supply disruptions |
CBL has only a single source for its can supply (Ball) |
The inability of any of these suppliers to meet our production requirements without sufficient time to develop an alternative source could have a material adverse effect on our business |
Our primary production facilities in Europe and the United States are located at single sites, so we could be more vulnerable than our competitors to transportation disruptions, fuel increases and natural disasters |
Our primary production facility in the United States is in Golden, Colorado and in Europe, our primary production facility is located in Burton-on-Trent, England |
In both countries, our competitors 16 _________________________________________________________________ have multiple geographically dispersed breweries and packaging facilities |
As a result, we must ship our products greater distances than some of our competitors, making us more vulnerable to fluctuations in costs such as fuel, as well as the impact of any localized natural disasters should they occur |
The termination of one or more manufacturer/distribution agreements could have a material adverse effect on our business |
We manufacture and/or distribute products of other beverage companies, including those of one or more competitors, through various licensing, distribution or other arrangements in Canada and the United Kingdom |
The loss of one or more of these arrangements could have a material adverse effect on the results of one or more reporting segments |
Because we will continue to face intense global competition, operating results may be negatively impacted |
The brewing industry is highly competitive and requires substantial human and capital resources |
Competition in our various markets could cause us to reduce prices, increase capital and other expenditures or lose sales volume, any of which could have a material adverse effect on our business and financial results |
In addition, in some of our markets, our primary competitors have substantially greater financial, marketing, production and distribution resources than Molson Coors has |
In all of the markets where Molson Coors operates, aggressive marketing strategies by our main competitors could adversely affect our financial results |
Changes in tax, environmental or other regulations or failure to comply with existing licensing, trade and other regulations could have a material adverse effect on our financial condition |
Our business is highly regulated by federal, state, provincial and local laws and regulations in various countries regarding such matters as licensing requirements, trade and pricing practices, labeling, advertising, promotion and marketing practices, relationships with distributors, environmental matters and other matters |
Failure to comply with these laws and regulations could result in the loss, revocation or suspension of our licenses, permits or approvals |
In addition, changes in tax, environmental or any other laws or regulations could have a material adverse effect on our business, financial condition and results of operations |
We are subject to fluctuations in foreign exchange rates, most significantly the British pound and the Canadian dollar |
We hold assets and incur liabilities, earn revenues and pay expenses in different currencies, most significantly sales of Coors Light in Canada, and sales of the Carling brand in the United Kingdom |
Since our financial statements are presented in US dollars, we must translate our assets, liabilities, income and expenses into US dollars at current exchange rates |
Increases and decreases in the value of the US dollar will affect, perhaps adversely, the value of these items in our financial statements, even if their local currency value has not changed |
Our operations face significant commodity price change and foreign exchange rate exposure which could materially and adversely affect our operating results |
We will use a large volume of agricultural and other raw materials to produce our products, including malt, hops, water and packaging materials |
The supply and price of these raw materials can be affected by a number of factors beyond our control, including frosts, droughts and other weather conditions, economic factors affecting growth decisions, plant diseases, theft and market demand |
To the extent any of the foregoing factors affect the prices of ingredients or packaging; our results of operations could be materially and adversely impacted |
We have active hedging programs to address commodity price and foreign exchange rate changes |
However, to the extent we fail to adequately manage the foregoing risks, including if our hedging arrangements do not effectively or completely hedge changes in foreign currency rates or commodity price risks, our results of operations may be adversely impacted |
We could be adversely affected by overall declines in the beer market |
Industry trends in many global markets indicate increases in consumer preference for wine and spirits, as well as for lower priced, value segment beer brands in some Canada markets, which could result in loss of volume or operating margins |
17 _________________________________________________________________ Because of our reliance on a limited number of technical service suppliers, we could experience significant disruption to our business |
We rely exclusively on one information technology services provider for our network, help desk, hardware, and software configuration for our US and UK businesses |
Additionally, we rely on a single provider in Canada |
If the service providers fail and we are unable to find a suitable replacement in a timely manner, we could be unable to properly administer our information technology systems |
Due to a high concentration of unionized workers in the United Kingdom and Canada, we could be significantly affected by labor strikes, work stoppages or other employee-related issues |
Approximately 29prca of CBLapstas total workforce and approximately 67prca of Molsonapstas total workforce is represented by trade unions |
Although we believe relations with our employees are good, more stringent labor laws in the United Kingdom expose us to a greater risk of loss should we experience labor disruptions in that market |
Changes to the regulation of the distribution systems for our products could adversely impact our business |
The US Supreme Court recently ruled that certain state regulations of interstate wine shipments are unlawful |
As a result of this decision, states may alter the three-tier distribution system that has historically applied to the distribution of our products |
Although it is too early to tell what, if any, changes states may make as a result of this decision, changes to the three-tier distribution system could have a materially adverse impact on our business |
Further, in certain Canadian provinces, our products are distributed through joint venture arrangements that are mandated and regulated by provincial government regulators |
If provincial regulation should change, effectively eliminating the distribution channels, the costs to adjust our distribution methods could have a material adverse impact on our business |
Risks specific to the US Segment Litigation directed at the alcohol beverage industry may adversely affect our sales volumes, our business and our financial results |
Molson Coors and many other brewers and distilled spirits manufacturers have been sued in several courts regarding advertising practices and underage consumption |
The suits allege that each defendant intentionally marketed its products to "e children and other underage consumers "e |
In essence, each suit seeks, on behalf of an undefined class of parents and guardians, an injunction and unspecified money damages |
We will vigorously defend these lawsuits and it is not possible at this time to estimate the possible loss or range of loss, if any, in these lawsuits |
We are highly dependent on independent distributors in the United States to sell our products, with no assurance that these distributors will effectively sell our products |
We sell all of our products in the United States to distributors for resale to retail outlets |
Some of our distributors are at a competitive disadvantage because they are smaller than the largest distributors in their markets |
Our distributors also sell products that compete with our products |
These distributors may give our competitors &apos products higher priority, thereby reducing sales of our products |
In addition, the regulatory environment of many states makes it very difficult to change distributors |
Consequently, if we are not allowed or are unable to replace unproductive or inefficient distributors, our business, financial position, and results of operation may be adversely affected |
Risks specific to the Canada Segment We may be required to provide funding to or exercise control over the entity that owns the entertainment business and the Montreal Canadiens pursuant to the guarantees given to its lenders and the NHL Pursuant to certain guarantees given to the lenders and the NHL in support of the entity that owns the majority of the entertainment business and the Montreal Canadiens professional hockey club (purchased from Molson in 2001), Molson shall provide funding to the entity to meet its obligations to the lenders and the entityapstas operating expenses and Molson shall exercise control over the entity that owns the hockey 18 _________________________________________________________________ club at predetermined conditions, subject to NHL approval, if the entity does not meet its obligations under various agreements |
An adverse result in a lawsuit brought by Miller could have an adverse impact on our business |
In December 2005, Miller Brewing Company sued the Company and several subsidiaries in a Wisconsin federal court |
Miller seeks to invalidate a licensing agreement allowing Molson Canada the sole distribution of Miller products in Canada |
Miller claims US and Canadian antitrust violations, and violations of the Agreementapstas confidentiality provisions |
Miller also claims that the Agreementapstas purposes have been frustrated as a result of the Molson Coors merger |
If Miller were to prevail in this action, it could have an adverse impact on our business |
If we are unsuccessful in renegotiating licensing, distribution and related agreements, our business could suffer adverse effects |
We manufacture and/or distribute products of other beverage companies in Canada, including those of one or more competitors, through various licensing, distribution or other arrangements |
We are currently in negotiations with two of such companies to enter into new agreements |
The loss of one or more of these arrangements could adversely impact our business |
If regulatory authorities determine that industry understandings regarding the bottle standards are invalid, our business could be adversely impacted |
The Canadian Competition Bureau is currently reviewing the validity of industry arrangements regarding industry bottle standards |
If the Bureau were to determine that the agreement is anticompetitive, we may be required to use multiple bottle types which could significantly increase our production and other related costs |
Risks specific to the Europe Segment Consolidation of pubs and growth in the size of pub chains in the United Kingdom could result in less ability to achieve pricing |
The trend toward consolidation of pubs, away from independent pub and club operations, is continuing in the United Kingdom |
These larger entities have stronger price negotiating power, which could impact CBLapstas ability to obtain favorable pricing in the on-premise channel (due to spillover effect of reduced negotiating leverage) and could reduce our revenues and profit margins |
In addition, these larger customers are beginning to purchase directly more of the products that, in the past, we have provided as part of our factored business |
This consolidation could impact us adversely |
We depend exclusively on one logistics provider in England, Wales and Scotland for distribution of our CBL products |
We are involved in a joint venture with Exel Logistics called Tradeteam |
Tradeteam handles all of the physical distribution for CBL in England, Wales and Scotland, except where a different distribution system is requested by a customer |
If Tradeteam were unable to continue distribution of our product and we were unable to find a suitable replacement in a timely manner, we could experience significant disruptions in our business that could have an adverse impact on our operations |
We are reliant on a single third party as a supplier for kegs in the United Kingdom |
We do not own our kegs in the United Kingdom; rather we source our kegs from a logistics provider who is responsible for their ownership, upkeep, and to maintain an adequate stock |
If this third party provider were to have a business failure, we may be required to purchase a stock of kegs, the estimated cost of which would be dlra61 million |
Sales volumes in the United Kingdom brewing industry have been moving from on-premise locations to off-premise locations, a trend which unfavorably impacts our profitability |
We have noted in recent years that beer volume sales in the UK have been shifting from pubs and restaurants (on-premise) to retail stores (off-premise), for the industry in general |
Margins on sales to off-premise customers tend to be lower than margins on sales to on-premise customers |
A continuation of this trend could adversely impact our profitability |