Business Context and Reporting Period
Company: Constellation Brands, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: July 1, 2009
Reporting Period: First fiscal quarter ended May 31, 2009.
Context: This filing announces the Company's financial condition and results of operations for the quarter via a news release (Exhibit 99.1). The information is "furnished" rather than "filed" under Section 18 of the Securities Exchange Act of 1934.
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 states that the attached news release contains these figures, including non-GAAP measures referred to as "comparable," "organic," or "constant currency."
Material Changes and Adjustments
The filing details specific adjustments made to calculate non-GAAP financial measures to reflect underlying business trends. Items excluded from comparable results include:
- Flow through of adverse grape costs and inventory step-up associated with acquisitions.
- Accelerated depreciation, inventory write-downs, and other costs related to restructuring and integration activities.
- Losses from the disposal of businesses or assets.
- Restructuring charges and acquisition-related integration costs.
Divestitures Impacting Organic Sales:
- Pacific Northwest wine brands (divested June 5, 2008).
- Certain spirits production contracts (exited August 31, 2008).
- Certain value spirits brands (sold March 24, 2009).
Guidance, Outlook, and Risks
Guidance: The referenced news release includes projections and guidance. Management notes 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.
Regulation FD: The news release satisfies public disclosure requirements under Regulation FD.
Investor Verification Checklist
- Review Exhibit 99.1 (News Release) for specific GAAP and non-GAAP financial figures (revenue, net income, EPS).
- Verify the reconciliation of non-GAAP measures to GAAP measures provided in the news release.
- Assess the impact of the March 2009 sale of value spirits brands on current quarter organic sales.
- Examine the "Forward-Looking Statements" section in the news release for specific risk factors affecting the guidance.
- Confirm the specific currency exchange rate impacts excluded from constant currency measures.