Business Context and Reporting Period
Company: Constellation Brands, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: October 1, 2009
Reporting Period: Second fiscal quarter ended August 31, 2009.
Purpose: Announcement of financial condition and results of operations via a news release (Exhibit 99.1).
Key Financial Metrics
The provided filing text serves as a cover document referencing a news release. It does not contain specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. The text notes that the referenced release includes non-GAAP financial measures (comparable, organic, constant currency) and reconciliations to GAAP measures, but the actual figures are not present in this document.
Material Changes and Adjustments
The filing details specific exclusions used to calculate "comparable" and "organic" results to reflect underlying business trends:
- Acquisition Impacts: Excludes flow-through of adverse grape costs and inventory step-up associated with acquisitions.
- Restructuring: Excludes accelerated depreciation, inventory write-downs, and other costs related to restructuring and integration activities.
- Asset Dispositions: Excludes losses from the disposal of businesses or assets held for sale.
- Divestitures: Organic net sales exclude net sales from Pacific Northwest wine brands (divested June 2008), certain spirits production contracts (exited August 2008), and value spirits brands (sold March 2009).
- Currency: Constant currency measures exclude year-over-year exchange rate fluctuations.
Guidance, Outlook, and Risks
Guidance: The referenced news release contains projections and guidance. The filing explicitly states 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 is "furnished" and not "filed" under Section 18 of the Securities Exchange Act of 1934, limiting liability for the forward-looking content.
Investor Verification Checklist
- Review Exhibit 99.1 (News Release dated October 1, 2009) for specific revenue, earnings, and cash flow figures.
- Verify the reconciliation between non-GAAP measures (organic/comparable) and GAAP measures provided in the news release.
- Assess the impact of the 2008 and 2009 divestitures on year-over-year sales comparisons.
- Examine the "Forward-Looking Statements" section in the news release for specific risks affecting the guidance.