Business Context and Reporting Period
Company: Constellation Brands, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: January 6, 2011
Reporting Period: Third fiscal quarter ended November 30, 2010.
Context: This filing serves to announce the Company's financial condition and results of operations for the specified quarter via a news release (Exhibit 99.1). The filing also addresses Regulation FD disclosure requirements.
Key Financial Metrics
The provided text is a cover document for a news release and does not contain specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. The filing states that these metrics are detailed in the attached news release (Exhibit 99.1), which is incorporated by reference but not included in the input text.
The Company utilizes non-GAAP financial measures, referred to as "comparable," "organic," or "constant currency" measures, to evaluate underlying business trends. Reconciliations to GAAP measures are provided in the referenced release.
Material Changes and Adjustments
While specific comparative figures are absent from this text, the filing outlines the specific items excluded from "comparable" results to isolate organic performance. 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 or assets.
- Losses/gains on the disposal of businesses, including a specific loss regarding the contractual obligation to purchase the equity interest of Ruffino S.r.l. (a 9.9% shareholder exercise of a put option).
- Impairments of intangible assets and equity method investments.
- Loss on write-off of financing costs and valuation allowances against deferred tax assets in the United Kingdom.
Business Dispositions: The Company previously sold certain value spirits brands and contract production services on March 24, 2009, and its United Kingdom cider business on January 15, 2010. Organic net sales measures exclude these divested operations.
Guidance, Outlook, and Risks
Guidance: The referenced news release contains projections and guidance. The filing explicitly warns that these projections 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 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, meaning it is not subject to the liabilities of that section unless specifically incorporated by reference in a subsequent filing.
Investor Verification Checklist
- Retrieve Exhibit 99.1: The specific financial results (revenue, EPS, cash flow) are not in this text; the attached news release must be reviewed for actual numbers.
- Review Non-GAAP Reconciliations: Verify the adjustments made to reach "comparable" and "organic" figures, particularly regarding the Ruffino S.r.l. put option loss and restructuring charges.
- Assess Forward-Looking Risks: Examine the "Forward-Looking Statements" in the news release to understand the specific uncertainties affecting the guidance.
- Confirm Currency Impact: Review the "constant currency" measures to understand the impact of exchange rate fluctuations on reported performance.