Business Context and Reporting Period
Company: Constellation Brands, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: June 30, 2015
Reporting Period Covered: First quarter ended May 31, 2015
This filing serves to incorporate by reference a news release issued on July 1, 2015, detailing the Company's financial condition and results of operations for the first quarter. The filing also announces a quarterly cash dividend declared by the Board of Directors.
Key Financial Metrics
Revenue, Profit, Cash Flow, Margins, Debt, and Liquidity: The specific numerical values for revenue, profit, cash flow, margins, debt, and liquidity for the quarter ended May 31, 2015, 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 but not reproduced in this document.
Dividend Declaration:
- Class A Common Stock: $0.31 per share
- Class B Common Stock: $0.28 per share
- Class 1 Common Stock: $0.28 per share
- Record Date: August 11, 2015
- Payment Date: August 25, 2015
Material Changes and Non-GAAP Measures
The filing references the use of non-GAAP financial measures ("comparable" or "constant currency") to evaluate underlying business trends. The following items are excluded from comparable results when appropriate:
- Transaction, integration, and other costs related to acquisitions.
- Net gain/loss on mark-to-fair value of undesignated commodity derivative contracts and settlements thereof.
- Loss on certain assets due to an earthquake in Napa, California.
- Restructuring and related charges.
- Gain from an adjustment to a guarantee from a prior divestiture.
- Net gain on the sale/write-down of property, plant, and equipment.
- Loss on write-off of financing costs.
Constant currency measures exclude the impact of year-over-year currency exchange rate fluctuations. The filing text does not provide specific quantitative comparisons to the prior period.
Guidance, Outlook, and Risks
Guidance and Outlook: The incorporated news release contains projections and guidance. The filing explicitly states that these involve risks and uncertainties, and actual results may vary materially from forecasts.
Risks and Contingencies:
- 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 exposure for the Company regarding this specific text.
Investor Verification Checklist
- Review Exhibit 99.1: Obtain the full news release dated July 1, 2015, to access the actual revenue, profit, and cash flow numbers for the quarter ended May 31, 2015.
- Verify Non-GAAP Reconciliations: Check the news release for the required Regulation G reconciliations between non-GAAP measures and GAAP measures.
- Confirm Dividend Eligibility: Verify share ownership status as of the close of business on August 11, 2015, to ensure eligibility for the declared dividend.
- Assess Forward-Looking Risks: Read the "Forward-Looking Statements" section in the news release to understand the specific risks cited by management regarding their guidance.