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): September 30, 2003
------------------
Constellation Brands, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
001-08495
------------------------
(Commission File Number)
Delaware 16-0716709
---------------------------- -------------------
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
300 WillowBrook Office Park, Fairport, New York 14450
---------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(585) 218-3600
----------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
-------------------------------------------------------------
(Former name or former address, if changed since last report)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) The following exhibit is furnished pursuant to Item 12 of this Form 8-K.
No. Description
---- -----------
99.1 Press Release of Constellation Brands, Inc. (the "Company"), dated
September 30, 2003.
ITEM 9. REGULATION FD DISCLOSURE.
The information included in Item 12 of this Form 8-K, including the press
release attached as Exhibit 99.1, is incorporated by reference into this Item 9
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 and Exchange Act of 1934, or otherwise subject to the liabilities of
that section. It 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 the information
incorporated by reference herein.
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On September 30, 2003, the Company issued a press release (the "release")
announcing its results of operations and financial condition for the three and
six months ended and as of August 31, 2003 and providing forward looking
guidance for the Company's third quarter ending November 30, 2003 and the fiscal
year ending February 29, 2004. 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 12 is "furnished" and not
"filed" for purposes of Section 18 of the Securities and 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," "pro forma" or "organic" 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 a 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 the acquisition of BRL Hardy Limited (now known as Hardy Wine
Company Limited) ("Hardy"), financing costs and the imputed interest charge
associated with the Hardy acquisition, restructuring charges (including exiting
the United States commodity concentrate product line) and a gain on change in
fair value of derivative instruments are excluded from comparable results.
Similarly, the Company believes that pro forma information including Hardy sales
information in the year ago periods or organic information excluding such
information in the current year periods set forth in the release provides
investors with a better basis for year over year comparison.
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.
CONSTELLATION BRANDS, INC.
Dated: September 30, 2003 By: /s/ Thomas S. Summer
--------------------------------
Thomas S. Summer, Executive Vice
President and Chief Financial
Officer
INDEX TO EXHIBITS
(1) UNDERWRITING AGREEMENT
Not Applicable.
(2) PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION
Not Applicable.
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
Not Applicable.
(16) LETTER RE CHANGE IN CERTIFYING ACCOUNTANT
Not Applicable.
(17) LETTER RE DIRECTOR RESIGNATION
Not Applicable.
(20) OTHER DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS
Not Applicable.
(23) CONSENTS OF EXPERTS AND COUNSEL
Not Applicable.
(24) POWER OF ATTORNEY
Not Applicable.
(99) ADDITIONAL EXHIBITS
99.1 Press Release dated September 30, 2003.