Business Context and Reporting Period
Constellation Brands, Inc. filed this Form 8-K on March 28, 2018, to report the declaration of a quarterly dividend and to reference a news release issued on March 29, 2018. The referenced release details the Company's financial condition and results of operations for the fourth quarter and fiscal year ended February 28, 2018.
Key Financial Metrics
This filing serves as a current report referencing an external news release (Exhibit 99.1) for specific financial data. The text of this 8-K does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. It notes that the referenced release contains non-GAAP "comparable" or "organic" measures which exclude items such as inventory write-downs, acquisition-related costs, and the impact of the Tax Cuts and Jobs Act.
Material Changes and Unusual Items
The filing highlights several material items excluded from comparable results in the referenced release:
- Loss on inventory write-down and flow-through of inventory step-up from acquisitions.
- Transaction, integration, and restructuring costs.
- Net gains or costs related to the divestiture of the Canadian wine business (completed December 17, 2016).
- Net income tax benefits recognized in connection with the Tax Cuts and Jobs Act.
- Acquisitions of The Prisoner Wine Company, High West Holdings, and Charles Smith Wines in 2016 are excluded from organic net sales measures.
Guidance, Outlook, and Dividend Declaration
Dividend Declaration: On March 28, 2018, the Board of Directors declared a quarterly cash dividend payable on May 24, 2018, to stockholders of record as of May 10, 2018. The amounts are:
- Class A Common Stock: $0.74 per share.
- Class B Common Stock: $0.67 per share.
- Class 1 Common Stock: $0.67 per share.
Guidance and Risks: The referenced news release includes forward-looking projections and guidance. Management states that these involve risks and uncertainties, and actual results may vary materially from forecasts. Specific risks are detailed in the "Forward-Looking Statements" section of the attached news release.
Investor Verification Checklist
- Review Exhibit 99.1 (News Release dated March 29, 2018) for specific revenue, earnings, and cash flow figures for the fiscal year ended February 28, 2018.
- Verify the reconciliation of non-GAAP "organic" measures to GAAP measures provided in the news release.
- Confirm the impact of the Tax Cuts and Jobs Act on the Company's effective tax rate as detailed in the referenced release.
- Check the "Forward-Looking Statements" section in the news release for updated guidance and risk factors.