Business Context and Reporting Period
Company: Constellation Brands, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: October 5, 2006
Reporting Period: Second fiscal quarter ended August 31, 2006.
Context: The filing announces results of operations and financial condition via a press release (Exhibit 99.1). The Company acquired Vincor International Inc. on June 5, 2006, which impacts year-over-year comparisons.
Key Financial Metrics
Revenue, Profit, Cash Flow, Margins, Debt, Liquidity: The provided text does not contain specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. These figures are contained within the attached press release (Exhibit 99.1), which is incorporated by reference but not included in the text of this 8-K summary.
Material Changes and Non-GAAP Measures
The filing details the methodology for "comparable," "organic," and "constant currency" measures used to evaluate underlying business trends. Material adjustments excluded from comparable results include:
- Flow through of adverse grape costs and inventory step-up associated with acquisitions (specifically Vincor).
- Accelerated depreciation costs related to restructuring activities.
- Acquisition-related integration costs and restructuring charges.
- Write-off of deferred financing fees.
- Loss on the sale of the branded water business.
- Gain on change in fair value of derivative instruments hedging foreign currency denominated acquisitions.
- Foreign currency losses on intercompany loan balances.
- Due diligence costs for a potential offer for Allied Domecq.
- Income tax adjustments related to the reversal of accruals from tax examinations.
Organic Net Sales: Explicitly exclude net sales of Vincor products during the indicated periods.
Guidance, Outlook, and Risks
Guidance: The press release includes projections and guidance. Management notes these involve risks and uncertainties, and actual results may vary materially from forecasts.
Forward-Looking Statements: The filing references a specific section in the press release regarding forward-looking statements.
Regulation FD: The information is furnished to satisfy public disclosure requirements under Regulation FD.
Legal Status: The information in the release and Item 2.02 is "furnished" and not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, limiting liability exposure.
Investor Verification Checklist
- Review Exhibit 99.1 (Press Release) for specific GAAP and non-GAAP financial figures (revenue, EPS, cash flow) which are absent from the 8-K text.
- Verify the reconciliation of non-GAAP measures to GAAP measures as required by Regulation G.
- Assess the impact of the June 5, 2006, acquisition of Vincor International Inc. on year-over-year growth metrics.
- Examine the specific risks and uncertainties outlined in the "Forward-Looking Statements" section of the press release.
- Confirm the status of the potential offer for Allied Domecq and associated due diligence costs.