Business Context and Reporting Period
Company: Constellation Brands, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: January 7, 2010
Reporting Period: Third fiscal quarter ended November 30, 2009.
Context: This filing announces the Company's financial condition and results of operations for the third fiscal quarter. The detailed financial data is contained in a news release (Exhibit 99.1) incorporated by reference.
Key Financial Metrics
The provided text serves as a cover document referencing a news release and does not contain specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. The filing explicitly states that the news release contains non-GAAP financial measures referred to as "comparable," "organic," or "constant currency" measures, alongside GAAP reconciliations.
Material Changes and Adjustments
While specific comparative figures are absent from this text, the filing details the methodology for calculating "comparable" results by excluding specific items to reflect underlying business trends. Excluded items include:
- Adverse grape cost flow-through and inventory step-up associated with acquisitions.
- Accelerated depreciation and inventory write-downs related to restructuring activities.
- Costs incurred for restructuring, integration, and disposal of businesses or assets.
- A loss on a contractual obligation regarding the 9.9% shareholder of Ruffino S.r.l. exercising a put option.
- Impairment of intangible assets and equity method investments.
- Income tax expense related to gains on foreign currency economic hedges.
Divestitures Impacting Organic Sales: Organic net sales measures exclude net sales from Pacific Northwest wine brands (divested June 2008), certain spirits production contracts (exited August 2008), and certain value spirits brands (sold March 2009).
Guidance, Outlook, and Risks
Guidance: The referenced news release includes projections and guidance. The filing warns that these involve risks and uncertainties, and actual results may vary materially from forecasts.
Forward-Looking Statements: Investors are directed to the "Forward-Looking Statements" section of the news release for details on risks.
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 (News Release) for specific revenue, earnings, and cash flow figures for the quarter ended November 30, 2009.
- Verify the reconciliation between non-GAAP "comparable" measures and GAAP financial measures provided in the news release.
- Assess the impact of the Ruffino S.r.l. put option exercise on the Company's financial position.
- Confirm the specific guidance figures and the associated risk factors detailed in the "Forward-Looking Statements" section of the news release.