Business Context and Reporting Period
Company: Constellation Brands, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: January 5, 2012
Reporting Period: Third fiscal quarter ended November 30, 2011.
Context: This filing announces the Company's financial condition and results of operations for the quarter. 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 a news release (Exhibit 99.1) for specific financial data. Consequently, the filing text does not provide clear values for the following metrics:
- Revenue and Net Sales
- Profit and Earnings
- Cash Flow
- Margins
- Debt and Liquidity
The filing notes that the referenced release contains non-GAAP financial measures (referred to as "comparable," "organic," or "constant currency") alongside GAAP reconciliations.
Material Changes and Adjustments
While specific numerical changes are not listed in this text, the filing details the methodology for calculating "comparable" results by excluding specific items. These exclusions indicate material events or adjustments impacting the period:
- Divestitures: 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 businesses.
- Restructuring and Integration: Exclusions include accelerated depreciation, inventory write-downs, and costs related to restructuring and integration activities.
- Asset Disposal: Gains or losses from the disposal of businesses and assets held for sale are excluded from comparable results.
- Ruffino S.r.l. Transaction: Adjustments include losses on contractual obligations regarding a shareholder's put option and net gains from acquiring the remaining portion of Ruffino.
- Other Items: Inventory step-up from acquisitions, impairments of intangible assets, and valuation allowances against deferred tax assets in the United Kingdom.
Guidance, Outlook, and Risks
Guidance and Outlook: 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.
Risks and Contingencies:
- 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" under 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.
- Non-GAAP Measures: The Company uses non-GAAP measures to monitor business trends, which require reconciliation to GAAP measures as provided in the release.
Investor Verification Checklist
- Review Exhibit 99.1 (News Release dated January 5, 2012) for specific revenue, profit, and cash flow figures, as they are not present in the 8-K text.
- Verify the reconciliation between the reported non-GAAP "comparable" measures and the most directly comparable GAAP financial measures.
- Assess the impact of the 2011 divestiture of the Australian and UK businesses on year-over-year organic sales comparisons.
- Examine the "Forward-Looking Statements" section in the news release for specific risks related to the provided guidance.
- Confirm the treatment of the Ruffino S.r.l. transaction (put option losses and acquisition gains) in the financial results.