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NEWS RELEASE
#01
 
CONTACTS:
                                
 Media Relations  Investor Relations
 Philippa Dworkin - 585-218-3733  Lisa Schnorr - 585-218-3677
 Mike Martin - 585-218-3669  Bob Czudak - 585-218-3668
 
 

STRONG WINE GROWTH DRIVES RECORD
CONSTELLATION SALES IN 3RD QUARTER
 
HIGHLIGHTS
 
  Second consecutive quarter of net sales above $1 billion
  Net sales up 10% from prior year
  Reported net income up 17% to $96.9 million
  Reported diluted EPS up 14% from prior year to $0.83
  Comparable basis net income up 9% to $99.2 million
  Comparable basis diluted EPS up 6% to $0.85
  Net sales for wines segment up 14%
  Net sales for beers and spirits segment up 2%
  Company affirms full-year diluted EPS guidance
  Robert Mondavi acquisition strengthens #1 global wine position
  Constellation also becomes top premium wine producer in U.S. and largest in U.S. dollar sales of wine
  Ruffino Tuscan wines, Effen Vodka also come aboard

FAIRPORT, N.Y., Jan. 6, 2005 - Constellation Brands, Inc. (NYSE: STZ, ASX: CBR), a leading international producer and marketer of beverage alcohol brands, today reported record net sales for its third quarter ended Nov. 30, 2004, topping $1 billion for the second consecutive quarter. Net sales increased 10 percent, driven by growth across the company’s branded wine, U.K. wholesale and spirits businesses. Currency contributed four percent of the increase.
 

 
     
 
 
2
 

"Constellation’s beverage alcohol business growth continues to be dynamic, with growth coming from existing brands in our wine and spirits portfolios, as well as from new product introductions, line extensions and marketing initiatives," stated Richard Sands, Constellation Brands chairman and chief executive officer. "We’re also experiencing healthy growth from the Australian and New Zealand wines, as well as from our wholesale business in the United Kingdom. We’re confident in the sustainability of our business growth trend, as well as our ability to create incremental value for our shareholders, customers and retailers."
Constellation’s net income, as reported under generally accepted accounting principles ("reported"), increased 17 percent for the third quarter, to $96.9 million, and reported diluted earnings per share increased 14 percent to $0.83. Third quarter fiscal 2005 and fiscal 2004 reported results include restructuring and related charges and net unusual costs of $2.3 million after tax, or $0.02 per share, and $8.4 million after tax, or $0.08 per share, respectively. Net income, on a comparable basis, which excludes the restructuring and related charges and net unusual costs, increased nine percent, to $99.2 million, and comparable diluted earnings per share increased six percent to $0.85.
 
Constellation Wines Results
Net sales for the quarter grew 14 percent, to $773.8 million, driven by growth in branded wine net sales and the U.K. wholesale business, as well as a six percent favorable impact from currency.
Worldwide branded wine net sales increased 11 percent, to reach $509.5 million, driven by volume growth and a four percent benefit from currency.
Branded wine net sales in Europe grew 26 percent, including an 11 percent benefit from currency, with volume gains from Hardys, Stowells and the company’s California wine brands. The demand for Australian and California wine continues to increase throughout the continent and Constellation continues to benefit from this trend.
 

 
     
 
 
 
3
 
 
Branded wine net sales in the U.S. increased eight percent, driven in part by distribution gains for brands given incremental marketing support, such as Alice White, Hardy’s, Blackstone and Ravenswood, as well as by the fine wine portfolio which includes brands such as Franciscan Oakville Estate, Estancia, Simi and Mount Veeder.
Wholesale and other net sales increased 20 percent driven by strong U.K. wholesale volume and a 10 percent benefit from currency. The breadth of Constellation’s portfolio, combined with its distribution scale, has allowed the company to continue to grow share in the U.K.
Operating income for Constellation Wines for the third quarter increased 13 percent to reach $127.7 million. For the quarter, operating margins were essentially even with last year on a percentage basis.
 
Constellation Beers and Spirits Results
Net sales for the quarter totaled $311.9 million, which was up two percent compared to last year’s result. Beers net sales decreased two percent due to a reduction in volume driven primarily by last year’s buy-in ahead of the Mexican portfolio price increase. Despite last year’s price increase, the company’s Mexican imported beers portfolio continues to maintain its retail market share as sales to retailers continued to increase. Across the U.S., Corona Extra is expected to post a volume record of 97 million cases in calendar 2004 when the sales numbers are finalized.
 
Spirits net sales increased 11 percent on strong growth in production services, bulk sales in our Canadian operations and continued growth in the branded business. Barton Vodka, Montezuma Tequila and Black Velvet Canadian Whisky were among the brands that contributed to solid branded spirits sales.
 
Operating income for Constellation Beers and Spirits totaled $71.4 million and was down slightly from prior year as a result of increased selling, general and administrative costs.


 
     
 
 
 
4
 
Robert Mondavi, Ruffino, Effen Come Aboard
"To ensure we continue to deliver profitable growth, we are vigilant in our quest for new opportunities that enhance and expand the breadth of our portfolio of offerings and operational scale," explained Sands. "The addition of the Robert Mondavi brand, and all it stands for with consumers, retailers, distributors and employees, is a major milestone in Constellation’s 60-year history. The integration of the Robert Mondavi business is underway. We will provide this heralded portfolio of fine wines with the nurturing and support it deserves to grow both domestically and internationally, in the finest tradition of the Mondavi family name."
The acquisition of The Robert Mondavi Corporation ("Robert Mondavi") strengthens Constellation’s position as the largest wine producer and marketer in the world, and makes it the top premium wine company in the U.S., as well as the largest wine company in the U.S. based on dollar sales.
On Dec. 3, 2004, Constellation announced the purchase of a 40 percent ownership position in the premier Italian fine wine producer Ruffino. "By adding well-known, respected and high quality Tuscan fine wines to our portfolio, we fill a need for a product line that is in growing demand by American consumers," stated Sands. "Our goal is to expand distribution, availability and sales volume for Ruffino’s spectacular portfolio of fine Tuscan wines and we will be working closely with the Folonari family, owners of Ruffino since 1913, to increase Ruffino’s presence in the U.S. Tuscany is the preeminent wine producing region of Italy, and Ruffino products range from $10 bottles of Ruffino Chianti Classico to $40+ bottles of Riserva Ducale Oro."
In late December, Constellation’s Barton Brands entered into a joint venture with jstar Brands L.L.C. to form "Planet 10 Spirits L.L.C.", with the goal of creating and marketing premium spirits brands in the U.S. The first product marketed by the Planet 10 team will be Effen, an established Vodka brand imported from Northern Holland with significant growth potential in the U.S. Planet 10 creates a new strategic marketing and development company for the importation of premium spirits. With Barton’s established sales and distribution capabilities, and the joint venture’s marketing and new product development expertise, Planet 10 is optimistic about prospects for adding more premium spirits to its portfolio, and maximizing their growth.

 
     
 
 
 
5
 

Financing
On Dec. 22, 2004, the company entered into a new $2.9 billion credit agreement ("2004 Credit Agreement"), proceeds of which were used to fund the acquisition of Robert Mondavi, pay certain obligations of Robert Mondavi and repay the balance outstanding on Constellation’s prior credit agreement.
 
Certain Key Terms of the 2004 Credit Agreement ($ millions)

Description
Available Amount
Current Interest Rate
Maturity/ Expiration
Balance outstanding
as of Dec.
 31, 2004
Tranche A Term Loan
$600
LIBOR + 1.50%
Nov. 2010
$600
Tranche B Term Loan
$1,800
LIBOR + 1.75%
Nov. 2011
$1,800
Revolving Credit Facility
$500
LIBOR + 1.50%
Dec. 2010
$5
 
 
On Dec. 22, 2004, the company also entered into five-year interest rate swap agreements to minimize interest rate volatility. The swap agreements fix U.S. LIBOR interest rates on $1.2 billion of the company’s floating rate debt at an average rate of four percent over the five-year term.
After the interest rate swap went into effect, the company’s debt mix was approximately 65 percent fixed and 35 percent floating.
 
Summary
"Because our primary focus is on creating value on a sustained basis, we will continue to emphasize growing the sales volume of our existing product portfolio, creating new products and line extensions, and acquiring companies and brands that fit well with our business," said Sands. "We have beverage alcohol products for all occasions and for all consumers. Our portfolio breadth, production and distribution scale, marketing and sales expertise, entrepreneurial culture and decentralized structure allow us to be responsive to ever-changing consumer tastes and distributor needs. We will continue to build our portfolio, as well as our relationships with our distributor and retail customers, consumers, business partners, employees and suppliers in our quest to create true growth and value by offering quality products and services," concluded Sands.
 

 
     
 
 

6
 
 
 
About Constellation
Constellation Brands, Inc. is a leading international producer and marketer of beverage alcohol brands with a broad portfolio across the wine, spirits and imported beer categories. Well-known brands in Constellation’s portfolio include: Corona Extra, Pacifico, St. Pauli Girl, Tsingtao, Black Velvet, Fleischmann’s, Mr. Boston, Paul Masson Grande Amber Brandy, Franciscan Oakville Estate, Estancia, Simi, Ravenswood, Ruffino, Blackstone, Banrock Station, Hardys, Nobilo, Alice White, Vendange, Almaden, Arbor Mist, Stowells and Blackthorn.
With the completion of the Robert Mondavi acquisition, additional well-known brands such as Woodbridge, Robert Mondavi Private Selection and the Robert Mondavi Napa, District and Reserve wines are now part of Constellation’s portfolio of wine offerings. For additional information about Constellation Brands, as well as its product portfolio, visit the company’s Web site at www.cbrands.com.
 
Quarterly Conference Call
A conference call to discuss third quarter fiscal 2005 results will be hosted by Chairman and Chief Executive Officer Richard Sands and Executive Vice President and Chief Financial Officer Tom Summer on Thursday, Jan. 6, 2005 at 5:00 p.m. (Eastern). The conference call can be accessed by dialing 412-858-4600 beginning 10 minutes prior to the start of the call. A live listen-only web cast of the conference call, together with a copy of this press release (including the attachments) and other financial information that may be discussed in the call are available on the Internet at Constellation’s web site: www.cbrands.com under "Investors."
 
 

 
     
 
 
 
7

Explanations
Net income and diluted earnings per share on a comparable basis exclude restructuring and related charges and net unusual costs. The company discusses results on a comparable basis in order to give investors better insight on underlying business trends from continuing operations.
A table reconciling these measures, as well as other related financial measures to reported results, is included in this release. For a detailed discussion of these items, please see the section "Items Affecting Comparability" following the financial statements. The company’s measure of segment profitability excludes restructuring and related charges and net unusual costs, which is consistent with the measure used by management to evaluate results.
 
Outlook
The 2005 table below sets forth management’s current diluted earnings per share expectations both on a reported basis and a comparable basis for the fourth quarter and fiscal year ending Feb. 28, 2005. This is compared to actual diluted earnings per share both on a reported basis and a comparable basis for the fourth quarter and fiscal year ended Feb. 29, 2004. The 2006 table below sets forth management’s current diluted earnings per share expectations both on a reported basis and a comparable basis for the fiscal year ending Feb. 28, 2006.
With respect to both tables, the reported basis estimates are subject to final purchase accounting adjustments related to acquisitions. The reported basis and comparable basis estimates for the 2006 table exclude the impact of Statement of Financial Accounting Standards No. 123 (revised 2004) ("SFAS No. 123(R)") "Share-Based Payment," which the company is required to adopt during fiscal year 2006. With respect to both tables, reconciliations of reported information to comparable information are included in this media release.


 

 
     
 
 
 
8
 

Constellation Brands Fourth Quarter and Fiscal Year 2005
Diluted Earnings Per Share Outlook
 

 
Reported Basis
Comparable Basis
FY05 Estimate
FY04 Actual
FY05 Estimate
FY04
Actual
Fourth Quarter
Ending Feb. 28/
Ended Feb. 29
$0.31 - $0.36
$0.55
$0.54 - $0.59
$0.54
Fiscal Year
Ending Feb. 28/
Ended Feb. 29
$2.29 - $2.34
$2.06
$2.62 - $2.67
$2.49
 
 
 
Constellation Brands Fiscal Year 2006
Diluted Earnings Per Share Outlook
 

 
FY 06 Estimate
 
Reported
Basis
Comparable
Basis
Fiscal Year
Ending Feb. 28, 2006
$2.77 - $2.92
$3.05 - $3.20
 
 
 

 
     
 
 
 
9
 
FORWARD-LOOKING STATEMENTS
The statements made under the heading Outlook (collectively, the "Outlook"), as well as all other statements set forth in this press release which are not historical facts, are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by the forward-looking statements.
During the quarter, Constellation may reiterate the estimates set forth above under the heading Outlook. Prior to the start of the company’s quiet period, beginning Feb. 14, 2005, the public can continue to rely on the Outlook as still being Constellation’s current expectations on the matters covered, unless Constellation publishes a notice stating otherwise.
Beginning Feb. 14, 2005, Constellation will observe a "quiet period" during which the Outlook no longer constitutes the company’s current expectations. During the quiet period, the Outlook should be considered to be historical, speaking as of prior to the quiet period only, and not subject to update by the company.
The company’s forward-looking statements are based on management’s current expectations and, unless otherwise noted, do not take into account the impact of any future acquisition, merger or any other business combination, divestiture or financing that may be completed after the date of this release. Also, the reported basis and comparable basis estimates in the fiscal 2006 table under the heading Outlook exclude the impact of Statement of Financial Accounting Standards No. 123 (revised 2004)("SFAS No. 123(R)") "Share-Based Payment," which the company is required to adopt during fiscal year 2006. Any projections of future results of operations, and in particular, (i) the company’s estimated diluted earnings per share on a reported basis for fourth quarter 2005 and fiscal 2005, (ii) the company’s estimated diluted earnings per share on a comparable basis for fourth quarter 2005 and fiscal 2005, and (iii) the company’s estimated diluted earnings per share on a reported basis and comparable basis for fiscal 2006, should not be construed in any manner as a guarantee that such results will in fact occur. In addition to the risks and uncertainties of ordinary business operations, the forward-looking statements of the company contained in this press release are also subject to the following risks and uncertainties: the successful integration of the Robert Mondavi business into that of the company; final management determinations and independent appraisals vary materially from current management estimates of the fair value of assets acquired and liabilities assumed in the Robert Mondavi acquisition; the company achieving certain sales projections and meeting certain cost targets; wholesalers and retailers may give higher priority to products of the company’s competitors; raw material supply, production or shipment difficulties could adversely affect the company’s ability to supply its customers; increased competitive activities in the form of pricing, advertising and promotions could adversely impact consumer demand for the company’s products and/or result in higher than expected selling, general and administrative expenses; a general decline in alcohol consumption; increases in excise and other taxes on beverage alcohol products; and changes in foreign currency exchange rates. For additional information about risks and uncertainties that could adversely affect the company’s forward-looking statements, please refer to the company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended Feb. 29, 2004.



 
     
 
 
 
10

CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
  
CONDENSED CONSOLIDATED BALANCE SHEETS
  
(in thousands)
  
           
   
November 30, 2004
 
February 29, 2004
 
ASSETS
          
CURRENT ASSETS:
          
Cash and cash investments
  
$
12,754
 
$
37,136
 
Accounts receivable, net
    
906,317
   
635,910
 
Inventories
    
1,443,430
   
1,261,378
 
Prepaid expenses and other
    
185,626
   
137,047
 
Total current assets
    
2,548,127
   
2,071,471
 
PROPERTY, PLANT AND EQUIPMENT, net
    
1,124,070
   
1,097,362
 
GOODWILL
    
1,562,762
   
1,540,637
 
INTANGIBLE ASSETS, net
    
748,106
   
744,978
 
OTHER ASSETS, net
    
96,819
   
104,225
 
Total assets
  
$
6,079,884
 
$
5,558,673
 
               
LIABILITIES AND STOCKHOLDERS' EQUITY
              
CURRENT LIABILITIES:
              
Notes payable to banks
  
$
226,058
 
$
1,792
 
Current maturities of long-term debt
    
85,838
   
267,245
 
Accounts payable
    
383,416
   
270,291
 
Accrued excise taxes
    
73,579
   
48,465
 
Other accrued expenses and liabilities
    
558,682
   
442,009
 
Total current liabilities
    
1,327,573
   
1,029,802
 
LONG-TERM DEBT, less current maturities
    
1,716,685
   
1,778,853
 
DEFERRED INCOME TAXES
    
206,429
   
187,410
 
OTHER LIABILITIES
    
159,954
   
184,989
 
STOCKHOLDERS' EQUITY
    
2,669,243
   
2,377,619
 
Total liabilities and stockholders' equity
  
$
6,079,884
 
$
5,558,673
 
 
 



 
     
 
 
11

 
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF INCOME
 
ON A REPORTED BASIS
 
(in thousands, except per share data)
 
               
   
For the Three
 
For the Three
     
   
Months Ended
 
Months Ended
 
Percent
 
   
November 30, 2004
 
November 30, 2003
 
Change
 
Sales
 
$
1,360,431
 
$
1,213,541
   
12
%
Excise taxes
   
(274,720
)
  
(226,293
)
  
21
%
Net sales
   
1,085,711
   
987,248
   
10
%
Cost of product sold
   
(772,047
)
  
(704,632
)
  
10
%
Gross profit
   
313,664
   
282,616
   
11
%
Selling, general and administrative expenses
   
(130,333
)
  
(113,333
)
  
15
%
Restructuring and related charges
   
(1,644
)
  
(8,088
)
  
-80
%
Operating income
   
181,687
   
161,195
   
13
%
Gain on change in fair value of derivative instruments
   
-
   
-
   
N/A
  
Equity in earnings of equity method investees
   
359
   
126
   
185
%
Interest expense, net
   
(30,651
)
  
(31,889
)
  
-4
%
Income before income taxes
   
151,395
   
129,432
   
17
%
Provision for income taxes
   
(54,502
)
  
(46,592
)
  
17
%
Net income
   
96,893
   
82,840
   
17
%
Dividends on preferred stock
   
(2,451
)
  
(2,450
)
  
0
%
Income available to common stockholders
 
$
94,442
 
$
80,390
   
17
%
                     
                     
Earnings per common share:
                   
Basic - Class A Common Stock
 
$
0.88
 
$
0.77
   
14
%
Basic - Class B Common Stock
 
$
0.80
 
$
0.70
   
14
%
Diluted
 
$
0.83
 
$
0.73
   
14
%
                     
Weighted average common shares outstanding:
                   
Basic - Class A Common Stock
   
96,012
   
93,255
   
3
%
Basic - Class B Common Stock
   
11,997
   
12,068
   
-1
%
Diluted
   
116,726
   
114,196
   
2
%
                     
Segment Information:
                   
Net sales:
                   
Constellation Wines
                   
Branded wine
 
$
509,520
 
$
460,805
   
11
%
Wholesale and other
   
264,324
   
219,740
   
20
%
Net sales
 
$
773,844
 
$
680,545
   
14
%
Constellation Beers and Spirits
                   
Imported beers
 
$
225,846
 
$
229,538
   
-2
%
Spirits
   
86,021
   
77,165
   
11
%
Net sales
 
$
311,867
 
$
306,703
   
2
%
Consolidated net sales
 
$
1,085,711
 
$
987,248
   
10
%
                     
Operating income:
                   
Constellation Wines
 
$
127,700
 
$
112,772
   
13
%
Constellation Beers and Spirits
   
71,360
   
72,228
   
-1
%
Corporate Operations and Other
   
(13,839
)
  
(10,669
)
  
30
%
Restructuring and related charges and unusual costs (a)
   
(3,534
)
  
(13,136
)
  
-73
%
Consolidated operating income
 
$
181,687
 
$
161,195
   
13
%
                     
                     
(a) Restructuring and related charges and unusual costs for Third Quarter 2005 include restructuring and related
charges of $1,644, and the flow through of inventory step-up associated with the Hardy acquisition of $1,890.
Restructuring and related charges and unusual costs for Third Quarter 2004 include the flow through of
     
inventory step-up associated with the Hardy acquisition of $2,720, financing costs of $2,328 and restructuring and
related charges of $8,088.
                   
 
 

 

 
     
 
 
 
12

 

CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF INCOME
 
ON A REPORTED BASIS
 
(in thousands, except per share data)
 
               
   
For the Nine
 
For the Nine
     
   
Months Ended
 
Months Ended
 
Percent
 
   
November 30, 2004
 
November 30, 2003
 
Change
 
Sales
 
$
3,834,988
 
$
3,354,298
   
14
%
Excise taxes
   
(785,031
)
  
(683,184
)
  
15
%
Net sales
   
3,049,957
   
2,671,114
   
14
%
Cost of product sold
   
(2,196,148
)
  
(1,938,881
)
  
13
%
Gross profit
   
853,809
   
732,233
   
17
%
Selling, general and administrative expenses
   
(401,116
)
  
(348,428
)
  
15
%
Restructuring and related charges
   
(4,426
)
  
(27,487
)
  
-84
%
Operating income
   
448,267
   
356,318
   
26
%
Gain on change in fair value of derivative instruments
   
-
   
1,181
   
-100
%
Equity in earnings of equity method investees
   
621
   
965
   
-36
%
Interest expense, net
   
(91,332
)
  
(112,230
)
  
-19
%
Income before income taxes
   
357,556
   
246,234
   
45
%
Provision for income taxes
   
(128,720
)
  
(88,641
)
  
45
%
Net income
   
228,836
   
157,593
   
45
%
Dividends on preferred stock
   
(7,353
)
  
(3,294
)
  
123
%
Income available to common stockholders
 
$
221,483
 
$
154,299
   
44
%
                     
                     
Earnings per common share:
                   
Basic - Class A Common Stock
 
$
2.08
 
$
1.58
   
32
%
Basic - Class B Common Stock
 
$
1.89
 
$
1.43
   
32
%
Diluted
 
$
1.97
 
$
1.51
   
30
%
                     
Weighted average common shares outstanding:
                   
Basic - Class A Common Stock
   
95,392
   
86,832
   
10
%
Basic - Class B Common Stock
   
12,035
   
12,070
   
0
%
Diluted
   
116,005
   
104,559
   
11
%
                     
Segment Information:
                   
Net sales:
                   
Constellation Wines
                   
Branded wine
 
$
1,286,966
 
$
1,155,170
   
11
%
Wholesale and other
   
769,720
   
611,854
   
26
%
Net sales
 
$
2,056,686
 
$
1,767,024
   
16
%
Constellation Beers and Spirits
                   
Imported beers
 
$
751,879
 
$
684,216
   
10
%
Spirits
   
241,392
   
219,874
   
10
%
Net sales
 
$
993,271
 
$
904,090
   
10
%
Consolidated net sales
 
$
3,049,957
 
$
2,671,114
   
14
%
                     
Operating income:
                   
Constellation Wines
 
$
283,104
 
$
258,208
   
10
%
Constellation Beers and Spirits
   
223,023
   
202,228
   
10
%
Corporate Operations and Other
   
(38,964
)
  
(30,978
)
  
26
%
Restructuring and related charges and unusual costs (a)
   
(18,896
)
  
(73,140
)
  
-74
%
Consolidated operating income
 
$
448,267
 
$
356,318
   
26
%
                     
                     
(a) Restructuring and related charges and unusual costs for Nine Months 2005 include financing costs of $10,313,
restructuring and related charges of $4,426, and the flow through of inventory step-up associated with the Hardy
acquisition of $4,157. Restructuring and related charges and unusual costs for Nine Months 2004 include the
flow through of inventory step-up associated with the Hardy acquisition of $17,254, financing costs of $11,572 and
restructuring and related charges of $44,314.
                   
 

 
     
 
 
13

CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
(in thousands)
 
           
   
For the Nine
 
For the Nine
 
   
Months Ended
 
Months Ended
 
   
November 30, 2004
 
November 30, 2003
 
           
CASH FLOWS FROM OPERATING ACTIVITIES:
         
Net income
 
$
228,836
 
$
157,593
 
               
Adjustments to reconcile net income to net cash used in operating activities:
             
Depreciation of property, plant and equipment
   
65,121
   
58,666
 
Deferred tax provision
   
33,524
   
4,622
 
Amortization of intangible and other assets
   
8,491
   
18,713
 
Loss on disposal of assets
   
4,225
   
2,108
 
Noncash portion of loss on extinguishment of debt
   
1,799
   
800
 
Stock-based compensation expense
   
69
   
208
 
Amortization of discount on long-term debt
   
53
   
59
 
Equity in earnings of equity method investees
   
(621
)
  
(965
)
Gain on change in fair value of derivative instruments
   
-
   
(1,181
)
Change in operating assets and liabilities, net of effects from purchases of businesses:
     
Accounts receivable, net
   
(258,052
)
  
(218,730
)
Inventories
   
(189,406
)
  
32,305
 
Prepaid expenses and other current assets
   
(3,400
)
  
13,417
 
Accounts payable
   
108,358
   
23,615
 
Accrued excise taxes
   
24,103
   
23,845
 
Other accrued expenses and liabilities
   
59,966
   
39,989
 
Other, net
   
(1,644
)
  
24,458
 
Total adjustments
   
(147,414
)
  
21,929
 
Net cash provided by operating activities
   
81,422
   
179,522
 
               
CASH FLOWS FROM INVESTING ACTIVITIES:
             
Purchases of property, plant and equipment
   
(78,356
)
  
(70,584
)
Purchases of businesses, net of cash acquired
   
(8,899
)
  
(1,070,074
)
Payment of accrued earn-out amount
   
(2,617
)
  
(2,035
)
Proceeds from sale of assets
   
1,225
   
11,085
 
Proceeds from sale of business
   
-
   
4,431
 
Proceeds from sale of marketable equity securities
   
-
   
790
 
Net cash used in investing activities
   
(88,647
)
  
(1,126,387
)
               
CASH FLOWS FROM FINANCING ACTIVITIES:
             
Principal payments of long-term debt
   
(254,606
)
  
(1,240,395
)
Payment of preferred stock dividends
   
(7,353
)
  
-
 
Payment of issuance costs of long-term debt
   
(901
)
  
(34,147
)
Net proceeds from notes payable
   
219,953
   
165,209
 
Exercise of employee stock options
   
25,257
   
23,756
 
Proceeds from employee stock purchases
   
2,441
   
1,822
 
Proceeds from issuance of long-term debt
   
-
   
1,600,000
 
Proceeds from equity offerings, net of fees
   
-
   
426,069
 
Net cash (used in) provided by financing activities
   
(15,209
)
  
942,314
 
               
Effect of exchange rate changes on cash and cash investments
   
(1,948
)
  
29,116
 
               
NET (DECREASE) INCREASE IN CASH AND CASH INVESTMENTS
   
(24,382
)
  
24,565
 
CASH AND CASH INVESTMENTS, beginning of period
   
37,136
   
13,810
 
CASH AND CASH INVESTMENTS, end of period
 
$
12,754
 
$
38,375
 



 

 

 
     
 
 
 
14


RECONCILIATION OF REPORTED AND COMPARABLE HISTORICAL INFORMATION
 
(in thousands, except per share data)
 
                                   
Comparable measures are provided because management uses this information in evaluating the results of the continuing operations of the Company and 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, an increase in cost of goods sold resulting from the flow through of inventory step-up associated with acquisitions, the imputed interest charge associated with the Hardy acquisition, financing costs, restructuring, integration and related charges (including exiting the U.S. commodity concentrate product line), gains on changes in fair value of derivative instruments, and the relief from certain excise tax, duty and other costs incurred in prior years are excluded from comparable results. You may also visit the Company's website at www.cbrands.com under Investors/Financial Information/Financial Reports for a historical reconciliation between reported and comparable information.
  
                                   
   
For the Three
     
For the Three
     
For the Nine
     
For the Nine
     
   
Months Ended
     
Months Ended
     
Months Ended
     
Months Ended
     
   
November 30, 2004
 
Margin
 
November 30, 2003
 
Margin
 
November 30, 2004
 
Margin
 
November 30, 2003
 
Margin
 
                                   
Reported net sales
  
$
1,085,711
   
100.0
%
$
987,248
   
100.0
%
$
3,049,957
   
100.0
%
$
2,671,114
   
100.0
%
                                                   
Reported gross profit
  
$
313,664
   
28.9
%
$
282,616
   
28.6
%
$
853,809
   
28.0
%
$
732,233
   
27.4
%
Inventory step-up
    
1,890
   
0.2
%
  
2,720
   
0.3
%
  
4,157
   
0.1
%
  
17,254
   
0.6
%
Concentrate inventory write-down
    
-
   
0.0
%
  
-
   
0.0
%
  
-
   
0.0
%
  
16,827
   
0.6
%
Comparable gross profit
  
$
315,554
   
29.1
%
$
285,336
   
28.9
%
$
857,966
   
28.1
%
$
766,314
   
28.7
%
                                                   
                                                   
Reported operating income
  
$
181,687
   
16.7
%
$
161,195
   
16.3
%
$
448,267
   
14.7
%
$
356,318
   
13.3
%
Financing costs
    
-
   
0.0
%
  
2,328
   
0.2
%
  
10,313
   
0.3
%
  
11,572
   
0.4
%
Restructuring and related charges
    
1,644
   
0.2
%
  
8,088
   
0.8
%
  
4,426
   
0.1
%
  
27,487
   
1.0
%
Inventory step-up
    
1,890
   
0.2
%
  
2,720
   
0.3
%
  
4,157
   
0.1
%
  
17,254
   
0.6
%
Concentrate inventory write-down
    
-
   
0.0
%
  
-
   
0.0
%
  
-
   
0.0
%
  
16,827
   
0.6
%
Comparable operating income
  
$
185,221
   
17.1
%
$
174,331
   
17.7
%
$
467,163
   
15.3
%
$
429,458
   
16.1
%
                                                   
                                                   
Reported net income
  
$
96,893
   
8.9
%
$
82,840
   
8.4
%
$
228,836
   
7.5
%
$
157,593
   
5.9
%
Financing costs
    
-
   
0.0
%
  
1,489
   
0.2
%
  
6,600
   
0.2
%
  
7,405
   
0.3
%
Restructuring and related charges
    
1,052
   
0.1
%
  
5,175
   
0.5
%
  
2,833
   
0.1
%
  
17,591
   
0.7
%
Inventory step-up
    
1,210
   
0.1
%
  
1,740
   
0.2
%
  
2,660
   
0.1
%
  
11,042
   
0.4
%
Concentrate inventory write-down
    
-
   
0.0
%
  
-
   
0.0
%
  
-
   
0.0
%
  
10,769
   
0.4
%
Imputed interest charge
    
-
   
0.0
%
  
-
   
0.0
%
  
-
   
0.0
%
  
1,061
   
0.0
%
Gain on derivative instruments
    
-
   
0.0
%
  
-
   
0.0
%
  
-
   
0.0
%
  
(756
)
  
0.0
%
Comparable net income
  
$
99,155
   
9.1
%
$
91,244
   
9.2
%
$
240,929
   
7.9
%
$
204,705
   
7.7
%
                                                   
                                                   
Reported diluted earnings per share
  
$
0.83
       
$
0.73
       
$
1.97
       
$
1.51
       
Financing costs
    
-
         
0.01
         
0.06
         
0.07
       
Restructuring and related charges
    
0.01
         
0.05
         
0.02
         
0.17
       
Inventory step-up
    
0.01
         
0.02
         
0.02
         
0.11
       
Concentrate inventory write-down
    
-
         
-
         
-
         
0.10
       
Imputed interest charge
    
-
         
-
         
-
         
0.01
       
Gain on derivative instruments
    
-
         
-
         
-
         
(0.01
)
      
Comparable diluted earnings per share (1)
  
$
0.85
       
$
0.80
       
$
2.08
       
$
1.96
       
                                                   
                                                   
(1) May not sum due to rounding as each item is computed independently.
                                    

 

 
     
 
 
15


RECONCILIATION OF REPORTED AND COMPARABLE DILUTED EARNINGS PER SHARE GUIDANCE
     
                   
                   
                   
   
Range for the Quarter
 
Range for the Year
 
   
Ending February 28, 2005
 
Ending February 28, 2005
 
                   
Forecasted reported diluted earnings per share
  
$
0.31
 
$
0.36
 
$
2.29
 
$
2.34
 
Inventory step-up
    
0.05
   
0.05
   
0.07
   
0.07
 
Financing costs
    
0.12
   
0.12
   
0.18
   
0.18
 
Restructuring, integration and related charges
    
0.06
   
0.06
   
0.08
   
0.08
 
Forecasted comparable diluted earnings per share
  
$
0.54
 
$
0.59
 
$
2.62
 
$
2.67
 
 

 

           
   
Actual
For the Three
Months Ended
February 29, 2004
 
Actual
For the Year Ended
February 29, 2004
 
           
Reported diluted earnings per share
  
$
0.55
 
$
2.06
 
Excise tax, duty and other costs
    
(0.06
)
  
(0.06
)
Inventory step-up
    
0.03
   
0.13
 
Concentrate inventory write-down
    
-
   
0.10
 
Financing costs
    
-
   
0.07
 
Restructuring and related charges
    
0.02
   
0.19
 
Imputed interest charge
    
-
   
0.01
 
Gain on derivative instruments
    
-
   
(0.01
)
Comparable diluted earnings per share (1)
 
  
$
0.54
 
$
2.49
 
               
               
(1) May not sum due to rounding as each item is computed independently.
 
      
 
 
 
 

   
Range for the Year
 
   
Ending February 28, 2006
 
           
Forecasted reported diluted earnings per share
  
$
2.77
 
$
2.92
 
Inventory step-up
    
0.21
   
0.21
 
Restructuring and integration charges
    
0.07
   
0.07
 
Forecasted comparable diluted earnings per share
  
$
3.05
 
$
3.20
 
 

 
     
 

16

ATTACHMENTS TO CONSTELLATION BRANDS THIRD QUARTER FISCAL 2005 MEDIA RELEASE

ITEMS AFFECTING COMPARABILITY FOR FISCAL 2005
Financing costs - On Feb. 10, 2004, the company called its $200,000,000 8.5% senior subordinated notes due 2009 which were redeemed March 2004. In connection with this redemption, the company incurred an unusual charge of $0.06 in the first quarter of fiscal 2005 related to the call premium and the remaining unamortized financing fees associated with the original issuance of the bonds. On Dec. 22, 2004, the company entered into a new $2.9 billion credit agreement, proceeds of which were used to fund the acquisition of Robert Mondavi, pay certain obligations of Robert Mondavi and to repay the outstanding balance on Constellation’s prior credit agreement. The company expects to record an unusual charge of $0.12 per share in the fourth quarter of fiscal 2005 for the write-off of bank fees related to the repayment of the company’s prior credit agreement. The company expects total charges of $0.18 per share for financing costs in fiscal 2005.
Restructuring, integration and related charges - As previously announced, in connection with the further realignment of business operations within the company’s wines segment, the company expects restructuring and related charges of approximately $0.01 per share in the fourth quarter of fiscal 2005 and $0.03 per share for fiscal 2005. As a result of the Robert Mondavi acquisition, the company expects restructuring and integration charges of approximately $0.05 in the fourth quarter of fiscal 2005. The company expects total restructuring, integration and related charges of $0.08 per share for fiscal 2005.
Inventory step-up - The allocation of purchase price in excess of book value for certain inventory on hand at the date of acquisition is referred to as inventory step-up. Inventory step-up represents an assumed manufacturing profit attributable to the acquired company prior to acquisition. For inventory produced and sold after the acquisition date, the related manufacturer’s profit accrues to the company. As a result of final appraisals, the company expects the flow through of inventory step-up of the Hardy acquisition to have a negative impact of approximately $0.01 per share in the fourth quarter of fiscal 2005 and $0.03 per share for fiscal 2005. In connection with the Robert Mondavi acquisition, the company estimates the impact of inventory step-up to be approximately $0.04 per share for the fourth quarter of fiscal 2005. The total impact of the flow through of inventory step-up is expected to be $0.07 per share for fiscal 2005.

ITEMS AFFECTING COMPARABILITY FOR FISCAL 2004
Excise tax, duty and other costs - In the fourth quarter of fiscal 2004, the company recognized a net benefit of $10.4 million related to relief from certain excise taxes, duty and other costs incurred in prior years. The net $10.4 million is comprised of a $9.2 million increase in net sales, a $2.3 million reduction in cost of product sold and a $1.1 million increase in SG&A. This had a positive impact of approximately $0.06 per share for fiscal 2004.
Inventory step-up - The flow through of inventory step-up had an impact of approximately $0.13 per share for fiscal 2004.
Concentrate inventory write-down - The company made a decision to exit the U.S. commodity concentrate product line - located in Madera, California. The commodity concentrate product line was facing declining sales and profits and was not part of the company’s core business, beverage alcohol. The company continues to produce and sell value-added, proprietary products such as MegaColors. The charge for the write-down of concentrate inventory was $0.10 per share for fiscal 2004. In addition, and related to exiting this product line, the company expects to record restructuring and related charges of approximately $0.17 per share, of which $0.14 was recorded in fiscal 2004 and $0.03 will be recorded in fiscal 2005.
Financing costs - Hardy acquisition - In connection with the Hardy acquisition, the company recorded amortization expense for deferred financing costs associated with noncontinuing financing, primarily related to the bridge loan agreement. This charge was $0.07 per share for fiscal 2004.
Restructuring and related charges - Restructuring and related charges resulted from the realignment of business operations in the company’s wines segment, as previously announced in the fourth quarter of fiscal 2003, and exiting the commodity concentrate product line. The company incurred total charges of approximately $0.19 per share for fiscal 2004 ($0.05 for realignment of businesses and $0.14 for exiting the commodity concentrate product line).
Imputed interest charge - In connection with the Hardy acquisition and in accordance with purchase accounting, the company was required to take a one-time imputed interest charge for the time period between when the company obtained control of Hardy and the date it paid Hardy shareholders. The company incurred a charge of $0.01 per share for fiscal 2004.
Gain on change in fair value of derivative instruments - In connection with the Hardy acquisition, the company entered into derivative instruments to cap the cost of the acquisition in U.S. dollars. The company recorded a gain in the first quarter, which represented the net change in value of the derivative instruments from the beginning of the first quarter until the date Hardy shareholders were paid. The company recorded a gain of $0.01 per share for fiscal 2004.

ITEMS AFFECTING COMPARABILITY FOR FISCAL 2006
Restructuring and integration charges - The company estimates restructuring and integration charges associated with the Robert Mondavi acquisition to be $0.07 per share for fiscal 2006.
Inventory step-up - The impact of flow through of inventory step-up related primarily to the Robert Mondavi acquisition is estimated to be approximately $0.21 per share in fiscal 2006.

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