UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) April
7, 2005
CONSTELLATION
BRANDS, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
001-08495 |
16-0716709 |
(State
or other jurisdication |
(Commission |
(IRS
Employer |
of
incorporation) |
File
Number) |
Identification
No.) |
370
Woodcliff Drive, Suite 300, Fairport, New York 14450
(Address
of Principal Executive Offices) |
(Zip
Code) |
Registrant's telephone number, including area code |
|
(585)
218-3600 |
Not
applicable |
(Former
name or former address, if changed since last
report) |
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under
any
of
the following
provisions
(see
General Instruction A.2. below): |
o |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
|
|
o |
Soliciting
material pursuant to Rule 14a.12 under the Exchange Act (17 CFR
240.14a-12) |
|
|
o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
|
|
o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)) |
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL
CONDITION.
On April 7, 2005,
Constellation Brands, Inc. (the "Company"), a
Delaware corporation, issued a press release (the "release")
announcing its results of operations and financial condition for the fourth
quarter and full year ended as of February 28, 2005. A copy of the release
is attached hereto as Exhibit 99.1 and incorporated herein by reference. The
projections constituting the guidance included in the release involve risks and
uncertainties, the outcome of which cannot be foreseen at this time and,
therefore, actual results may vary materially from these forecasts. In this
regard, see the information included in the release under the caption
"Forward-Looking Statements."
The information in
the release and in this Item 2.02 is "furnished" and not "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the
liabilities of that section. Such information may only be incorporated by
reference in another filing under the Securities Exchange Act of 1934 or the
Securities Act of 1933 only if and to the extent such subsequent filing
specifically references such information.
The release contains
non-GAAP financial measures; in the release these are referred to as
"comparable" or "pro forma" measures. For purposes of Regulation G, a non-GAAP
financial measure is a numerical measure of a registrant's historical or future
financial performance, financial position or cash flows that excludes amounts,
or is subject to adjustments that have the effect of excluding amounts, that are
included in the most directly comparable measure calculated and presented in
accordance with GAAP in the statement of income, balance sheet or statement of
cash flows (or equivalent statements) of the issuer; or includes amounts, or is
subject to adjustments that have the effect of including amounts, that are
excluded from the most directly comparable measure so calculated and presented.
In this regard, GAAP refers to generally accepted accounting principles in the
United States. Pursuant to the requirements of Regulation G, the Company has
provided reconciliations within the release of the non-GAAP financial measures
to the most directly comparable GAAP financial measures.
Comparable measures
are provided because management uses this information in evaluating the results
of the continuing operations of the Company and in internal goal setting. In
addition, the Company believes this information provides investors better
insight on underlying business trends and results in order to evaluate year over
year financial performance. As such, the relief from certain excise tax, duty
and other costs incurred in prior years, the flow through of adverse grape cost
associated with the acquisition of The Robert Mondavi Corporation ("Mondavi"),
the flow through of inventory step-up associated with acquisitions, financing
costs, acquisition-related integration costs, restructuring and related charges
(including exiting the United States commodity concentrate product line), net
gain on the sale of non-strategic assets, gain on transaction termination, the
imputed interest charge associated with the acquisition of BRL Hardy Limited
(now known as Hardy Wine Company Limited) ("Hardy"), and gains on changes in
fair value of derivative instruments are excluded from comparable results.
Similarly, the Company believes that pro forma information including Robert
Mondavi and Hardy net sales information in the year ago periods set forth in the
release provides investors with better insight on underlying business trends and
results in order to evaluate year over year financial performance.