Business Context and Reporting Period
Company: Constellation Brands, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: April 7, 2011
Reporting Period: Fourth fiscal quarter and fiscal year ended February 28, 2011.
This filing serves to announce the Company's financial condition and results of operations for the period noted above. 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 the filing.
The filing notes the use of non-GAAP financial measures, referred to as "comparable," "organic," or "constant currency" measures, to evaluate underlying business trends.
Material Changes and Adjustments
The filing details specific items excluded from comparable results to provide a clearer view of ongoing operations. These exclusions include:
- Inventory step-up flow-through associated with acquisitions.
- Accelerated depreciation and inventory write-downs related to restructuring activities.
- Costs incurred for restructuring, integration, and disposal of businesses.
- Losses or gains from the disposal of businesses and assets.
- Losses on contractual obligations regarding Ruffino S.r.l. shareholder put options.
- Impairments of intangible assets and equity method investments.
- Valuation allowances against deferred tax assets in the United Kingdom.
Divestitures Impacting Comparability:
- Sale of certain value spirits brands and contract production services (March 24, 2009).
- Sale of the United Kingdom cider business (January 15, 2010).
- Sale of 80.1% of the Australian and United Kingdom business (January 31, 2011).
Organic net sales measures exclude the net sales of these divested businesses.
Guidance, Outlook, and Risks
The filing states that the news release includes projections and guidance. Management warns that these projections involve risks and uncertainties, and actual results may vary materially from forecasts. Investors are directed to the "Forward-Looking Statements" section of the attached release for specific risk factors.
The information in the 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, as they are not present in this cover document.
- Verify the reconciliation between GAAP and non-GAAP ("comparable" or "organic") measures provided in the news release.
- Assess the impact of the January 31, 2011, sale of 80.1% of the Australian and UK business on future revenue streams.
- Examine the "Forward-Looking Statements" in the news release for specific risks related to the provided guidance.
- Confirm the treatment of Ruffino S.r.l. put option obligations and their effect on financial results.