Business Context and Reporting Period
Company: Constellation Brands, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: January 8, 2014
Reporting Period: Third fiscal quarter ended November 30, 2013.
Purpose: The filing incorporates by reference a news release (Exhibit 99.1) announcing the Company's financial condition and results of operations for the period.
Key Financial Metrics
The provided text serves as a cover document for the news release and does not contain specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. The filing explicitly states that the detailed financial results and projections are contained within the attached news release (Exhibit 99.1).
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 such as:
- Inventory step-up flow-through from acquisitions.
- Restructuring costs and charges.
- Gains/losses on disposal of businesses or assets.
- Transaction costs related to acquisitions.
- Impairments of intangible assets.
- Currency exchange rate fluctuations (for constant currency measures).
Material Changes and Acquisitions
The filing references significant acquisition activity that impacts the calculation of organic net sales:
- Mark West Acquisition: Acquired on July 16, 2012. Net sales from Mark West products are excluded from organic net sales measures.
- Beer Business Acquisition: On June 7, 2013, the Company acquired the remaining 50% interest in Crown Imports LLC, all interests in Compañía Cervecera de Coahuila and Servicios Modelo de Coahuila, and an exclusive license to produce and sell Mexican beer brands in the U.S. and Guam. Net sales from this business are excluded from organic net sales measures.
Guidance, Outlook, and Risks
Forward-Looking Statements: The filing notes that the news release contains projections and guidance. Management warns that these involve risks and uncertainties, and actual results may vary materially from forecasts.
Regulatory Status: The information in the news release is "furnished" and not "filed" under 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.
Regulation FD: The news release was issued to satisfy public disclosure requirements under Regulation FD.
Investor Verification Checklist
- Review Exhibit 99.1: The specific financial figures (revenue, EPS, cash flow) are not in this text; investors must read the attached news release.
- Reconcile Non-GAAP Measures: Verify the reconciliation between the reported "comparable/organic" metrics and GAAP measures as required by Regulation G.
- Assess Acquisition Impact: Understand how the exclusion of Mark West and the Beer Business Acquisition affects year-over-year growth comparisons.
- Evaluate Forward-Looking Risks: Review the "Forward-Looking Statements" section in the news release for specific risks cited by management.