Business Context and Reporting Period
Company: Constellation Brands, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: October 5, 2012
Reporting Period: Second fiscal quarter ended August 31, 2012
This filing serves to announce the company's financial condition and results of operations for the specified period via a news release (Exhibit 99.1), which is incorporated by reference. The filing also satisfies Regulation FD disclosure requirements.
Key Financial Metrics
The provided text is a cover document for the Form 8-K and does not contain specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. These figures are contained within the attached news release (Exhibit 99.1), which is not included in the input text.
Non-GAAP Measures Discussed: The filing details the company's use of "comparable," "organic," and "constant currency" measures to evaluate underlying business trends. These measures exclude specific items to provide a clearer view of operational performance.
Material Changes and Adjustments
While specific financial variances are not listed in this text, the filing outlines the specific items excluded from comparable results to calculate non-GAAP metrics:
- Inventory step-up flow-through associated with acquisitions.
- Accelerated depreciation and other costs related to restructuring activities.
- Gains or losses from the disposal of businesses or assets.
- Losses related to the Ruffino S.r.l. shareholder put option.
- Impairments of intangible assets and restructuring charges.
- Net gains from the acquisition of the remaining portion of Ruffino.
- Transaction costs associated with pending and completed acquisitions.
Recent Acquisitions Impacting Metrics:
- Ruffino S.r.l.: Remaining portion acquired on October 5, 2011.
- Mark West: Wine brand and related assets acquired on July 16, 2012.
Organic net sales measures exclude the net sales of Ruffino and Mark West products for the indicated periods.
Guidance, Outlook, and Risks
Forward-Looking Statements: The filing explicitly states that the projections and guidance included in the attached news release involve risks and uncertainties. Actual results may vary materially from these forecasts.
Regulatory Status: The information in the news release is "furnished" and not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, meaning it is not subject to the liabilities of that section unless specifically incorporated by reference in a subsequent filing.
Website Disclaimer: References to the company's website in the release do not incorporate website information by reference into this report.
Investor Verification Checklist
- Review Exhibit 99.1 (News Release) for specific revenue, earnings, and cash flow figures, as they are not present in the 8-K text.
- Verify the reconciliation of non-GAAP measures (comparable, organic, constant currency) to GAAP measures as required by Regulation G.
- Assess the impact of the July 2012 Mark West acquisition on current quarter sales versus organic growth.
- Examine the "Forward-Looking Statements" section in the news release for specific risks related to the provided guidance.
- Confirm the treatment of the Ruffino S.r.l. put option losses and restructuring charges in the financial statements.