Business Context and Reporting Period
Constellation Brands, Inc. filed this Form 8-K on January 4, 2017, to report events occurring on January 4 and January 5, 2017. The filing primarily serves to incorporate by reference a news release detailing the Company's financial results for the third quarter ended November 30, 2016.
Key Financial Metrics and Dividends
The specific numerical values for revenue, profit, cash flow, margins, debt, and liquidity for the third quarter ended November 30, 2016, are not contained within the text of this Form 8-K. These figures are located in the attached news release (Exhibit 99.1), which is incorporated by reference. The filing notes that the release contains non-GAAP measures (comparable, organic, constant currency) reconciled to GAAP measures.
Dividend Declaration: On January 4, 2017, the Board of Directors declared a quarterly cash dividend payable on February 23, 2017, to stockholders of record as of February 9, 2017:
- Class A Common Stock: $0.40 per share
- Class B Common Stock: $0.36 per share
- Class 1 Common Stock: $0.36 per share
Material Changes and Acquisitions
Recent Acquisition: On January 5, 2017, the Company announced the completion of the purchase of the Obregon, Sonora, Mexico brewery operation business from a subsidiary of Anheuser-Busch InBev SA/NV.
Historical Acquisitions Impacting Metrics: The filing details several acquisitions made in 2015 and 2016 that are excluded from "organic" net sales measures in the referenced release:
- Meiomi wine brand (August 3, 2015)
- Ballast Point Brewing & Spirits (December 16, 2015)
- The Prisoner Wine Company portfolio (April 29, 2016)
- High West Holdings, LLC (October 14, 2016)
- Charles Smith Wines, LLC collection (October 19, 2016)
Guidance, Outlook, and Risks
The filing states that the news release includes projections and guidance involving risks and uncertainties. Actual results may vary materially from these forecasts. Investors are directed to the "Forward-Looking Statements" section of the attached release for details on these risks.
The filing clarifies that the information in the news release is "furnished" and not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, limiting liability under that section.
Investor Verification Checklist
- Review Exhibit 99.1 (News Release dated January 5, 2017) for specific Q3 2016 revenue, earnings, and cash flow figures.
- Verify the reconciliation of non-GAAP measures (organic, comparable, constant currency) to GAAP measures in the news release.
- Confirm the impact of the newly acquired Obregon brewery on future operational capacity and financial results.
- Check the "Forward-Looking Statements" in the news release for updated guidance and risk factors.
- Confirm dividend payment dates and record dates for Class A, B, and 1 stockholders.