Business Context and Reporting Period
Company: Constellation Brands, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: April 5, 2012
Reporting Period: Fourth fiscal quarter and fiscal year ended February 29, 2012.
This filing serves to announce the Company's financial condition and results of operations for the specified period. The detailed financial data is contained in a news release attached as Exhibit 99.1, which is incorporated by reference.
Key Financial Metrics
The provided text is a cover document for the Form 8-K and does not contain specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. These figures are located in the attached news release (Exhibit 99.1) referenced in Item 2.02.
Non-GAAP Measures: The filing notes that the Company utilizes non-GAAP financial measures referred to as "comparable," "organic," or "constant currency" to evaluate underlying business trends. Reconciliations to GAAP measures are provided in the attached release.
Material Changes and Adjustments
While specific comparative numbers are absent from this text, the filing details significant adjustments made to derive "comparable" results. Items excluded from comparable results include:
- Inventory step-up flow-through associated with acquisitions.
- Accelerated depreciation and restructuring charges.
- Write-downs of inventory related to business disposals.
- Gains or losses from the disposal of businesses or assets.
- Losses related to a shareholder's option to put equity interest in Ruffino S.r.l.
- Acquisition-related integration costs and impairments of intangible assets.
- Valuation allowances against deferred tax assets in the United Kingdom.
- Net gains from the acquisition of the remaining portion of Ruffino.
Significant Transactions Affecting Comparability:
- Disposal: The Company sold 80.1% of its Australian and United Kingdom business on January 31, 2011.
- Acquisition: The Company acquired the remaining portion of Ruffino on October 5, 2011.
Consequently, organic net sales measures exclude the net sales of the Australian and UK businesses and Ruffino to ensure accurate year-over-year trend analysis.
Guidance, Outlook, and Risks
Guidance: The attached news release includes projections and guidance. The filing explicitly states 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 attached release for details on risks.
Regulatory Status: The information in the news release is "furnished" and not "filed" for purposes of 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.
Investor Verification Checklist
- Review Exhibit 99.1 (News Release) for specific revenue, earnings, and cash flow figures for the quarter and year ended February 29, 2012.
- Examine the reconciliation tables in the news release to understand the difference between GAAP and non-GAAP ("comparable") results.
- Verify the impact of the Ruffino acquisition and the prior Australian/UK business disposal on current period comparability.
- Assess the specific risks and uncertainties outlined in the "Forward-Looking Statements" section of the news release regarding future guidance.