Business Context and Reporting Period
Company: Constellation Brands, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: October 6, 2011
Reporting Period: Second fiscal quarter ended August 31, 2011.
Context: This filing announces the Company's financial condition and results of operations for the period. The detailed financial data is contained in a news release attached as Exhibit 99.1 and incorporated by reference.
Key Financial Metrics
The provided text serves as a cover document referencing an external news release (Exhibit 99.1). Consequently, specific numerical values for revenue, profit, cash flow, margins, debt, and liquidity are not present in this filing text. The filing notes that the referenced release contains non-GAAP financial measures (referred to as "comparable," "organic," or "constant currency") alongside GAAP measures.
Material Changes and Adjustments
The filing details specific items excluded from "comparable" results to reflect underlying business trends. These exclusions include:
- Inventory step-up flow-through associated with acquisitions.
- Accelerated depreciation and costs related to restructuring and integration activities.
- Gains from the disposal of businesses or assets.
- Losses related to a shareholder option to put equity interest in Ruffino S.r.l.
- Impairments of intangible assets and restructuring charges.
- Losses from an equity method investee's disposal of a business.
- Valuation allowance against deferred tax assets in the United Kingdom.
Significant Transaction: The Company sold 80.1% of its Australian and United Kingdom business on January 31, 2011. Organic net sales measures exclude the net sales of these sold businesses.
Guidance, Outlook, and Risks
Guidance: The referenced 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 news 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, limiting liability under that section.
Investor Verification Checklist
- Review Exhibit 99.1 (News Release) for specific revenue, earnings, and cash flow figures, as they are not listed in the 8-K text.
- Verify the reconciliation between non-GAAP measures (comparable/organic) and GAAP measures provided in the news release.
- Assess the impact of the January 31, 2011, sale of the Australian and UK business on year-over-year comparisons.
- Examine the "Forward-Looking Statements" in the news release for specific risks affecting the guidance.
- Confirm the treatment of the Ruffino S.r.l. shareholder option loss in the financial results.