8-K: Current report filing
Published on April 3, 2008
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
3, 2008
CONSTELLATION
BRANDS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-08495
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16-0716709
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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370
Woodcliff Drive, Suite 300, Fairport, NY 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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
2.02.
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Results
of Operations and Financial
Condition.
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On April
3, 2008, Constellation Brands, Inc. (the “Company”), a Delaware corporation,
issued a news release (the “release”) announcing its financial condition and
results of operations as of and for the fourth fiscal quarter and full year
ended February 29, 2008. 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 section is “furnished” and not
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and
is not otherwise subject to the liabilities of that section. Such information
may 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 the information incorporated by
reference herein.
The
release contains non-GAAP financial measures; in the release these are referred
to as “comparable,” “organic” or “constant currency” 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 and organic net sales measures are provided because management uses
this information in evaluating the results of the continuing operations of
the
Company and/or in internal goal setting. In addition, the Company believes
this
information provides investors a better insight on underlying business trends
and results in order to evaluate year over year financial performance. As such,
the following items, when appropriate, are excluded from comparable results:
the
flow through of adverse grape cost associated with an acquisition; the flow
through of inventory step-up associated with acquisitions and investments in
equity method investees; accelerated depreciation costs in connection with
certain restructuring activities; the write-down of inventory in connection
with
certain restructuring and/or integration activities; acquisition-related
integration costs; restructuring and related charges and other costs; the loss
on the sale of the Company’s branded water business; the loss on disposal in
connection with the Company’s contribution of its U.K. wholesale business to the
Matthew Clark joint venture and the provision for income taxes in connection
with the repatriation of proceeds associated with this transaction; the gain
on
change in fair value of derivative instrument entered into to hedge the U.S.
dollar cost of a foreign currency denominated acquisition and related payment
of
certain outstanding indebtedness; the write-off of deferred financing fees;
foreign currency losses on foreign denominated intercompany loan balances
associated with an acquisition; a realized gain on a prior non-strategic asset
sale; the loss on the sale of the Almaden and Inglenook wine brands; impairment
of goodwill, intangible assets, and property, plant and equipment; impairment
of
an equity method investment; a valuation allowance against net operating loss
carrryforwards in Australia; and a tax benefit related to prior period stock
option exercises. The Company acquired Vincor International Inc. (“Vincor”) on
June 5, 2006, the Svedka Vodka brand and related business on March 19, 2007
and
acquired the Fortune Brands U.S. wine business (“BWE”) on December 17,
2007. In
addition, the Company formed the Crown Imports LLC joint venture (“Crown
Imports”) effective January 2, 2007 and the Matthew Clark joint venture
(“Matthew Clark”) effective April 17, 2007. Accordingly, during the indicated
periods organic net sales measures exclude the net sales of Vincor products,
Svedka Vodka and BWE products or the net sales of the imported beers business
and the U.K. wholesale business, as applicable.
Constant
currency measures, which exclude the impact of year over year currency exchange
rate fluctuations, are provided because management believes this information
provides investors better insight on underlying business trends and results
in
order to evaluate year over year financial performance.
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Item
7.01.
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Regulation
FD Disclosure.
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On
April
3, 2008, Constellation Brands, Inc. (“Constellation”) issued a news release, a
copy of which is furnished herewith as Exhibit 99.1 and is incorporated herein
by reference.
References
to Constellation’s website in the release do not incorporate by reference the
information on such website into this Current Report on Form 8-K and
Constellation disclaims any such incorporation by reference. The information
in
the news release attached as Exhibit 99.1 is incorporated by reference into
this
Item 7.01 in satisfaction of the public disclosure requirements of Regulation
FD. This information is “furnished” and not “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, and is not otherwise subject to the
liabilities of that section. It may 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 the
information incorporated by reference herein.
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Item
9.01.
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Financial
Statements and Exhibits.
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(a)
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Financial
statements of businesses acquired.
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Not
applicable.
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(b)
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Pro
forma financial information.
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Not
applicable.
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(c)
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Shell
company transactions.
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Not
applicable.
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(d)
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Exhibits.
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The
following exhibits are filed or furnished as part of this Current
Report
on Form 8-K:
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Exhibit
No.
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Description
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99.1
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News
Release of Constellation Brands, Inc. dated April 3,
2008.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date:
April 3, 2008
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CONSTELLATION
BRANDS, INC.
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By:
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/s/
Robert Ryder
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Robert
Ryder
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Executive
Vice President and
Chief
Financial Officer
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INDEX
TO EXHIBITS
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Exhibit
No.
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Description
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(1)
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UNDERWRITING
AGREEMENT
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Not
Applicable.
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(2)
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PLAN
OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR
SUCCESSION
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Not
Applicable.
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(3)
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ARTICLES
OF INCORPORATION AND BYLAWS
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Not
Applicable.
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(4)
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INSTRUMENTS
DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES
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Not
Applicable.
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(7)
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CORRESPONDENCE
FROM AN INDEPENDENT ACCOUNTANT REGARDING NON-RELIANCE ON A PREVIOUSLY
ISSUED AUDIT REPORT OR COMPLETED INTERIM REVIEW
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Not
Applicable.
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(14)
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CODE
OF ETHICS
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Not
Applicable.
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(16)
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LETTER
RE CHANGE IN CERTIFYING ACCOUNTANT
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Not
Applicable.
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(17)
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CORRESPONDENCE
ON DEPARTURE OF DIRECTOR
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Not
Applicable.
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(20)
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OTHER
DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS
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Not
Applicable.
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(23)
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CONSENTS
OF EXPERTS AND COUNSEL
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Not
Applicable.
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(24)
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POWER
OF ATTORNEY
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Not
Applicable.
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(99)
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ADDITIONAL
EXHIBITS
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(99.1)
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News
Release of Constellation Brands, Inc. dated April 3,
2008.
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(100)
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XBRL-RELATED
DOCUMENTS
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Not
Applicable.
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