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 9, 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 as part of this Form 8-K.
No. Description
-- -----------
99.1 Press Release dated April 9, 2003.
ITEM 9. REGULATION FD DISCLOSURE (ALSO BEING PROVIDED UNDER NEW ITEM 12.
RESULTS OF OPERATIONS AND FINANCIAL CONDITION).
The information in this Report, including the Exhibit attached hereto, is
furnished pursuant to Item 9 and Item 12 of this Form 8-K. Consequently, it is
not deemed "filed" for the 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 Exchange Act or
Securities Act of 1933 if such subsequent filing specifically references this
Form 8-K.
On April 9, 2003, Constellation Brands, Inc. (the "Company") reported its
results for the fourth quarter and year ended February 28, 2003. The Company's
earnings release for the fourth quarter and year ended February 28, 2003 is
attached as Exhibit 99.1
The earnings release contains non-GAAP financial 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 earnings release of the non-GAAP financial measures to the most directly
comparable GAAP financial measures.
Adjusted EBITDA is presented in the earnings release. This measure is
routinely calculated and communicated by the Company because management believes
it is of interest to investors and lenders in relation to its overall capital
structure and its ability to borrow additional funds. The Company defines
adjusted EBIDTA as operating income, plus restructuring charges, depreciation,
amortization and equity in earnings of joint venture. Adjusted EBIDTA does not
represent cash flow from operations, as defined by generally accepted accounting
principles in the United States. Adjusted EBIDTA should not be considered as a
substitute for net income or loss, or as an indicator of operating performance
or whether cash flows will be sufficient to fund cash needs.
The other non-GAAP financial measures presented in the earnings release
exclude charges and gains related to actions that impacted the Company's results
during the past two fiscal years. These measures are presented because
management uses this information excluding these charges and gains in evaluating
results of the continuing operations of the Company and believes that this
information provides the users of the financial statements a valuable insight
into the operating results.
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: April 9, 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 April 9, 2003