Special Items

9 Months Ended

Sep. 30, 2020

Unusual or Infrequent Items, or Both [Abstract]

We incurred charges or realized benefits that either we do not believe to be indicative of our core operations, or we believe are significant to our current operating results warranting separate classification. As such, we separately classified these charges (benefits) as special items.


	Three Months Ended				Nine Months Ended
	September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
	(In millions)
Employee-related charges
Restructuring	$	8.9	$	4.4	$	61.8	$	10.7
Impairments or asset abandonment charges
North America - Asset abandonment(1)	20.6		3.8		110.5		20.7
North America - Impairment losses(2)	—		669.6		7.6		669.6
Europe - Asset abandonment	0.1		0.3		0.6		0.9
Europe - Impairment losses(3)	30.0		12.2		30.0		12.2
Termination fees and other (gains) losses
North America(4)	0.1		—		0.1		(60.8)
Europe(5)	—		13.0		—		13.1
Total Special items, net	$	59.7	$	703.3	$	210.6	$	666.4

(1) Following management approval in December 2019, in January 2020, we announced plans to cease production at our Irwindale, California brewery and entered into an option agreement with Pabst Brewing Company, LLC ("Pabst"), granting Pabst an option to purchase our Irwindale, California brewery, including plant equipment and machinery and the underlying land for $150 million, subject to adjustment as further specified in the option agreement. Pursuant to the option agreement, on May 4, 2020, Pabst exercised its option to purchase the Irwindale brewery, and such purchase is currently expected to be completed in the fourth quarter of 2020, subject to the satisfaction of certain customary closing conditions. Production at the Irwindale brewery ceased during the third quarter of 2020.

Charges associated with the planned brewery closure for the three and nine months ended September 30, 2020 totaled $17.6 million and $115.9 million, respectively, and primarily consisted of accelerated depreciation in excess of normal depreciation of $13.0 million and $96.0 million, respectively. Charges also included employee related costs of retention and severance of $1.5 million and $16.3 million, recognized during the three and nine months ended September 30, 2020, respectively, which are included within the restructuring line above. We will continue to recognize related activity in special items through the expected sale of the brewery in the fourth quarter of 2020, however, this activity is not expected to be significant. The Irwindale brewery disposal group, which includes land, buildings, machinery and equipment and other intangible assets, with an aggregate carrying value of approximately $150 million, is considered held for sale and included within other current assets, net on our unaudited condensed consolidated balance sheet as of September 30, 2020. We could incur additional asset abandonment charges if the expected sale is not completed.

In addition, during the three and nine months ended September 30, 2020 and September 30, 2019 we incurred asset abandonment charges, primarily related to the accelerated depreciation in excess of normal depreciation as a result of the Vancouver brewery closure, which occurred in the third quarter of 2019, and the planned Montreal brewery closure, which is currently expected to occur in 2021. We currently expect to incur additional charges, including estimated accelerated depreciation charges in excess of normal depreciation of approximately CAD 14 million, through the completion of the Montreal brewery closure. However, due to the uncertainty inherent in our estimates, these estimated future accelerated depreciation charges as well as the timing of the brewery closure are subject to change.

(2) During the third quarter of 2019, we recognized goodwill impairment losses of $668.3 million. See Note 7, "Goodwill and In tangible Assets" for further discussion.

(3) During the third quarter of 2020, we recognized as a special charge an impairment loss of $30.0 million related to the held for sale classification of a disposal group within our India business, representing an insignificant part of our Europe segment. The held for sale disposal group was measured at fair value on a nonrecurring basis using Level 3 inputs. The estimated fair value less cost to sell was determined using a market approach, based upon the expected net sales proceeds of the disposal group. The remaining carrying value of the disposal group held for sale is presented within other current assets, net on our unaudited condensed consolidated balance sheet as of September 30, 2020.

In addition, during the third quarter of 2019, we recorded aggregate impairment losses of $12.2 million related to goodwill and definite-lived intangible assets. See Note 7, "Goodwill and Intangible Assets" for further discussion.

(4) During the second quarter of 2019, we completed the sale of the Montreal brewery property for $96.2 million and recognized a gain of $61.3 million.

(5) During the third quarter of 2019, we recorded special charges of $12.4 million resulting from the deconsolidation of the Grolsch joint venture, which were primarily comprised of impairment losses of the associated definite-lived intangible assets.

Restructuring Activities

On October 28, 2019, as part of our revitalization plan, we made the determination to establish Chicago, Illinois as our North American operational headquarters, close our office in Denver, Colorado and consolidate certain administrative functions into our other existing office locations. In connection with these consolidation activities, certain impacted employees have been extended an opportunity to continue their employment with MCBC in the new organization and locations and, for those not continuing with MCBC, certain of such employees have been asked to provide transition assistance and offered severance and retention packages in connection with their termination of service. We expect the costs associated with the restructuring to be substantially recognized by the end of fiscal year 2021. After taking into account all changes in each of the business units, including Europe, the revitalization plan is expected to reduce employment levels, in aggregate, by approximately 600 employees globally.

In connection with these consolidation activities and related organizational and personnel changes, we currently expect to incur certain cash and non-cash restructuring charges related to severance, retention and transition costs, employee relocation, non-cash asset related costs, lease impairment and exit costs in connection with our office lease in Denver, Colorado, and other transition activities currently estimated in the range of approximately $90 million to $120 million in the aggregate, the majority of which will be cash charges that we began recognizing in the fourth quarter of 2019, and will be further recognized through the balance of fiscal years 2020 and 2021. During the three and nine months ended September 30, 2020, we recognized severance and retention charges of $2.8 million and $33.9 million, respectively, and our remaining accrued restructuring balance related to the revitalization plan as of September 30, 2020 was approximately $23 million. Actual severance and retention costs related to this restructuring, which are primarily being recognized ratably over the employees' required future service period, may differ from original estimates based on actual employee turnover levels prior to achieving severance and retention eligibility requirements. Employee relocation charges are recognized in the period incurred and totaled $2.6 million and $9.0 million for the three and nine months ended September 30, 2020, respectively. Additionally, during the second quarter of 2020, we recognized an aggregate impairment loss of $7.6 million related to the closure of the office facility in Denver, Colorado, including our lease right-of use asset, in light of the sublease market outlook as a result of the coronavirus pandemic. Should our ability to obtain future subtenant occupancy for the office location significantly differ from the estimates and assumptions used to determine its fair value, which represent Level 3 measurements, additional impairment losses may be recognized in the future.

Other than those noted above, there were no material changes to our restructuring activities since December 31, 2019, as reported in Part II - Item 8. Financial Statements and Supplementary Data, Note 7, "Special Items" in our Annual Report. We continually evaluate our cost structure and seek opportunities for further efficiencies and cost savings as part of ongoing and new initiatives. As such, we may incur additional restructuring related charges or adjustments to previously recorded charges in the future, however, we are unable to estimate the amount of charges at this time.

The accrued restructuring balances as of September 30, 2020 represent expected future cash payments required to satisfy our remaining obligations to terminated employees, the majority of which we expect to be paid in the next 12 months.


	North America		Europe		Total
	(In millions)
As of December 31, 2019	$	42.6	$	4.5	$	47.1
Charges incurred	58.3		8.3		66.6
Payments made	(60.6)		(10.2)		(70.8)
Changes in estimates	(4.0)		(0.8)		(4.8)
Foreign currency and other adjustments	(0.3)		—		(0.3)
As of September 30, 2020	$	36.0	$	1.8	$	37.8


	North America		Europe		Total
	(In millions)
As of December 31, 2018	$	24.5	$	1.1	$	25.6
Charges incurred and changes in estimates	5.8		4.9		10.7
Payments made	(22.9)		(3.4)		(26.3)
Foreign currency and other adjustments	0.1		(0.1)		—
As of September 30, 2019	$	7.5	$	2.5	$	10.0