Business Context and Reporting Period
Company: Constellation Brands, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: January 9, 2013
Reporting Period: Third fiscal quarter ended November 30, 2012.
Context: The filing announces the Company's financial condition and results of operations for the period, incorporating a news release (Exhibit 99.1) by reference.
Key Financial Metrics
The provided text serves as a cover document referencing a news release. It does not contain specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. The filing explicitly states that the detailed financial data and projections are located in the attached news release (Exhibit 99.1).
Material Changes and Non-GAAP Measures
The filing details the methodology for "comparable," "organic," and "constant currency" non-GAAP measures used to evaluate underlying business trends. Items excluded from these comparable results include:
- Inventory step-up flow-through from acquisitions.
- Accelerated depreciation and other costs related to restructuring activities.
- Gains or losses from the disposal of businesses or assets.
- Losses related to the Ruffino S.r.l. shareholder put option.
- Impairments of intangible assets and restructuring charges.
- Net gains from the acquisition of the remaining portion of Ruffino (completed October 5, 2011).
- Transaction costs associated with pending and completed acquisitions.
- Organic net sales measures exclude net sales from Ruffino and the Mark West wine brand (acquired July 16, 2012).
Guidance, Outlook, and Risks
Guidance and Outlook: The referenced news release contains financial projections and guidance. The filing warns that these projections involve risks and uncertainties, and actual results may vary materially from forecasts.
Risks and Contingencies: The document highlights standard forward-looking statement risks. It notes that the information is "furnished" rather than "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, 2012.
- Verify the reconciliation of non-GAAP measures (comparable/organic) to GAAP measures as required by Regulation G.
- Assess the impact of the Mark West acquisition (July 2012) on organic sales growth calculations.
- Examine the "Forward-Looking Statements" section in the news release for specific risks affecting the guidance.