Business Context and Reporting Period
Company: Constellation Brands, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: October 6, 2005
Reporting Period: Second fiscal quarter ended August 31, 2005.
Context: This filing announces the results of operations and financial condition for the quarter via a press release (Exhibit 99.1). The information is "furnished" rather than "filed" under Section 18 of the Securities Exchange Act of 1934.
Key Financial Metrics
The provided text serves as a cover document referencing a press release and does not contain specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. The filing explicitly states that the press release contains non-GAAP financial measures referred to as "comparable" or "pro forma" measures, with reconciliations to GAAP measures provided therein.
Material Changes and Adjustments
Management utilizes "comparable" measures to evaluate underlying business trends by excluding specific one-time or acquisition-related items. The filing lists the following adjustments excluded from comparable results:
- Adverse grape cost flow-through associated with the acquisition of The Robert Mondavi Corporation.
- Inventory step-up flow-through associated with acquisitions and equity method investees.
- Accelerated depreciation costs related to U.S. West Coast facility rationalization.
- Financing costs from the redemption of senior notes and repayment of the prior credit agreement.
- Due diligence costs regarding a potential offer for Allied Domecq.
- Net gain on the sale of non-strategic assets and gain on transaction termination.
- Acquisition-related integration costs for the Robert Mondavi acquisition.
- Restructuring charges for business realignment in the wine segment, the Robert Mondavi acquisition, and facility rationalization.
- Income tax adjustments related to the reversal of an accrual from completed tax examinations.
Guidance, Outlook, and Risks
Guidance: The referenced press release includes projections and guidance. The filing warns that 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 press release for details on risks.
Regulation FD: The information is disclosed to satisfy public disclosure requirements under Regulation FD.
Investor Verification Checklist
- Review Exhibit 99.1 (Press Release) for specific GAAP and non-GAAP financial figures, as they are not present in this 8-K text.
- Verify the reconciliation between non-GAAP "comparable" measures and GAAP measures to understand the impact of the Robert Mondavi acquisition and restructuring charges.
- Assess the status of the potential offer for Allied Domecq mentioned in the due diligence costs.
- Examine the "Forward-Looking Statements" in the press release for specific risks affecting the guidance provided.