Business Context and Reporting Period
Company: Constellation Brands, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: October 4, 2017
Reporting Period: Second quarter ended August 31, 2017
Context: This filing announces the Company's financial condition and results of operations for the second quarter of fiscal 2017 via a news release (Exhibit 99.1). It also includes a declaration of a quarterly cash dividend.
Key Financial Metrics
The provided text serves as a cover document referencing a news release for detailed financial data. Specific numerical values for revenue, profit, cash flow, margins, debt, and liquidity are not contained within this 8-K text; they are located in the attached Exhibit 99.1.
Dividend Declaration:
- Class A Common Stock: $0.52 per share
- Class B Common Stock: $0.47 per share
- Class 1 Common Stock: $0.47 per share
- Record Date: November 7, 2017
- Payment Date: November 21, 2017
Material Changes and Non-GAAP Adjustments
The filing details the methodology for "comparable" or "organic" measures used by management to evaluate core operations. These measures exclude specific items to reflect underlying business trends:
- Net gain/loss on mark-to-fair value of undesignated commodity derivative contracts and their settlements.
- Flow-through of inventory step-up associated with acquisitions.
- Transaction, integration, and other costs related to acquisitions.
- Impairments of intangible and other assets.
- Net gain/costs related to the divestiture of the Canadian wine business (completed December 17, 2016).
- Restructuring charges and certain other SG&A costs.
- Loss on write-off of debt issuance costs.
Acquisition Context: Organic net sales exclude products from The Prisoner Wine Company (acquired April 2016), High West Holdings (acquired October 2016), and Charles Smith Wines (acquired October 2016).
Guidance, Outlook, and Risks
Forward-Looking Statements: The filing notes that the news release contains projections and guidance. Management states that these involve risks and uncertainties, and actual results may vary materially from forecasts. Investors are directed to the "Forward-Looking Statements" section of the news release for specific risk factors.
Regulatory Status: The information in the news release is "furnished" and not "filed" under Section 18 of the Securities Exchange Act of 1934, limiting liability for the forward-looking content.
Investor Verification Checklist
- Review Exhibit 99.1: Verify specific revenue, net income, and cash flow figures in the attached news release, as they are not listed in this 8-K text.
- Confirm Dividend Eligibility: Verify share ownership status as of the close of business on November 7, 2017, to receive the declared dividend.
- Assess Organic Growth: Compare GAAP results against the "organic" measures to understand the impact of acquisitions (Prisoner, High West, Charles Smith) and the Canadian divestiture.
- Check Reconciliations: Review the reconciliation of non-GAAP measures to GAAP measures provided in the news release to understand the magnitude of excluded items.