CONSTELLATION BRANDS, INC. (NYSE:STZ) Files An 8-K Results of Operations and Financial Condition
Item 2.02
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Results of Operations and Financial Condition.
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On April 6, 2017, Constellation Brands, Inc. (Constellation or
the Company), a Delaware corporation, issued a news release (the
release) announcing its financial condition and results of
operations as of and for the fourth quarter>and fiscal year
ended February 28, 2017. A copy of the release is attached hereto
as Exhibit 99.1 and incorporated herein by reference. The
projections constituting the guidance included in the release
involve risks and uncertainties, the outcome of which cannot be
foreseen at this time; therefore, actual results may vary
materially from these forecasts. In this regard, see the
information included in the release under the caption
Forward-Looking Statements.
the Company), a Delaware corporation, issued a news release (the
release) announcing its financial condition and results of
operations as of and for the fourth quarter>and fiscal year
ended February 28, 2017. A copy of the release is attached hereto
as Exhibit 99.1 and incorporated herein by reference. The
projections constituting the guidance included in the release
involve risks and uncertainties, the outcome of which cannot be
foreseen at this time; therefore, actual results may vary
materially from these forecasts. In this regard, see the
information included in the release under the caption
Forward-Looking Statements.
The information in the release is furnished and not filed for
purposes of Section 18 of the Securities Exchange Act of 1934,
and is not otherwise subject to the liabilities of that section.
Such information may be incorporated by reference in another
filing under the Securities Exchange Act of 1934 or the
Securities Act of 1933 only if and to the extent such subsequent
filing specifically references the information incorporated by
reference herein.
purposes of Section 18 of the Securities Exchange Act of 1934,
and is not otherwise subject to the liabilities of that section.
Such information may be incorporated by reference in another
filing under the Securities Exchange Act of 1934 or the
Securities Act of 1933 only if and to the extent such subsequent
filing specifically references the information incorporated by
reference herein.
The release contains non-GAAP financial measures; in the release
these are referred to as comparable, organic or constant currency
measures. For purposes of Regulation G, a non-GAAP financial
measure is a numerical measure of a registrants historical or
future financial performance, financial position or cash flows
that excludes amounts, or is subject to adjustments that have the
effect of excluding amounts, that are included in the most
directly comparable measure calculated and presented in
accordance with GAAP in the statement of income, balance sheet or
statement of cash flows (or equivalent statements) of the issuer;
or includes amounts, or is subject to adjustments that have the
effect of including amounts, that are excluded from the most
directly comparable measure so calculated and presented. In this
regard, GAAP refers to generally accepted accounting principles
in the United States. to the requirements of Regulation G, the
Company has provided reconciliations within the release of the
non-GAAP financial measures to the most directly comparable GAAP
financial measures.
these are referred to as comparable, organic or constant currency
measures. For purposes of Regulation G, a non-GAAP financial
measure is a numerical measure of a registrants historical or
future financial performance, financial position or cash flows
that excludes amounts, or is subject to adjustments that have the
effect of excluding amounts, that are included in the most
directly comparable measure calculated and presented in
accordance with GAAP in the statement of income, balance sheet or
statement of cash flows (or equivalent statements) of the issuer;
or includes amounts, or is subject to adjustments that have the
effect of including amounts, that are excluded from the most
directly comparable measure so calculated and presented. In this
regard, GAAP refers to generally accepted accounting principles
in the United States. to the requirements of Regulation G, the
Company has provided reconciliations within the release of the
non-GAAP financial measures to the most directly comparable GAAP
financial measures.
Comparable measures, organic net sales measures and constant
currency measures are provided because management uses this
information in monitoring and evaluating the results and
underlying business trends of the core operations of the Company
and/or in internal goal setting. In addition, the Company
believes this information provides investors better insight on
underlying business trends and results in order to evaluate
year-over-year financial performance. As such, the following
items, including any related income tax effect, are excluded from
comparable results, when appropriate: settlements of undesignated
commodity derivative contracts; net gain (loss) on the mark to
fair value of undesignated commodity derivative contracts; flow
through of inventory step-up associated with acquisitions;
transaction, integration and other related costs recognized in
connection with acquisitions; impairments of certain intangible
and other assets; net gain and/or net costs in connection with
the divestiture of the Canadian wine business and related
activities; restructuring and related charges; certain other
selling, general and administrative costs; dividend income from a
retained interest in a previously divested business; and loss on
write-off of financing costs. The Company acquired the Meiomi
wine brand and related assets (Meiomi) on August 3, 2015. The
Company acquired all of the issued and outstanding common and
preferred stock of Home Brew Mart, Inc. d/b/a Ballast Point
Brewing Spirits (Ballast Point) on December 16, 2015. The Company
acquired The Prisoner Wine Company portfolio of brands and
related assets (Prisoner) on April 29, 2016. The Company acquired
all of the issued and outstanding common and preferred membership
interests of High West Holdings, LLC (High West) on October 14,
2016. The Company acquired the Charles Smith Wines, LLC
collection of five super and ultra-premium wine brands and
related assets (Charles Smith) on October 19, 2016. The Company
sold its Canadian wine business on December 17, 2016 (the
Canadian Divestiture). Accordingly, during the indicated periods,
organic net sales measures exclude the net sales of products of
Meiomi, Ballast Point, Prisoner, High West, Charles Smith and the
Canadian Divestiture, as appropriate. Constant currency measures
exclude the impact of year-over-year currency exchange rate
fluctuations.
currency measures are provided because management uses this
information in monitoring and evaluating the results and
underlying business trends of the core operations of the Company
and/or in internal goal setting. In addition, the Company
believes this information provides investors better insight on
underlying business trends and results in order to evaluate
year-over-year financial performance. As such, the following
items, including any related income tax effect, are excluded from
comparable results, when appropriate: settlements of undesignated
commodity derivative contracts; net gain (loss) on the mark to
fair value of undesignated commodity derivative contracts; flow
through of inventory step-up associated with acquisitions;
transaction, integration and other related costs recognized in
connection with acquisitions; impairments of certain intangible
and other assets; net gain and/or net costs in connection with
the divestiture of the Canadian wine business and related
activities; restructuring and related charges; certain other
selling, general and administrative costs; dividend income from a
retained interest in a previously divested business; and loss on
write-off of financing costs. The Company acquired the Meiomi
wine brand and related assets (Meiomi) on August 3, 2015. The
Company acquired all of the issued and outstanding common and
preferred stock of Home Brew Mart, Inc. d/b/a Ballast Point
Brewing Spirits (Ballast Point) on December 16, 2015. The Company
acquired The Prisoner Wine Company portfolio of brands and
related assets (Prisoner) on April 29, 2016. The Company acquired
all of the issued and outstanding common and preferred membership
interests of High West Holdings, LLC (High West) on October 14,
2016. The Company acquired the Charles Smith Wines, LLC
collection of five super and ultra-premium wine brands and
related assets (Charles Smith) on October 19, 2016. The Company
sold its Canadian wine business on December 17, 2016 (the
Canadian Divestiture). Accordingly, during the indicated periods,
organic net sales measures exclude the net sales of products of
Meiomi, Ballast Point, Prisoner, High West, Charles Smith and the
Canadian Divestiture, as appropriate. Constant currency measures
exclude the impact of year-over-year currency exchange rate
fluctuations.
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Item 7.01
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Regulation FD Disclosure.
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On April 6, 2017, Constellation issued a news release regarding
its fourth quarter and fiscal 2017 results and fiscal 2018
outlook, a copy of which release is furnished herewith as Exhibit
99.1 and is incorporated herein by reference.
its fourth quarter and fiscal 2017 results and fiscal 2018
outlook, a copy of which release is furnished herewith as Exhibit
99.1 and is incorporated herein by reference.
References to Constellations website in the release do not
incorporate by reference the information on such website into
this Current Report on Form 8-K and Constellation disclaims any
such incorporation by reference. The information in the news
release attached as Exhibit 99.1 is incorporated by reference
into this Item 7.01 in satisfaction of the public disclosure
requirements of Regulation FD. This information is furnished and
not filed for purposes of Section 18 of the Securities Exchange
Act of 1934, and is not otherwise subject to the liabilities of
that section. Such information may be incorporated by reference
in another filing under the Securities Exchange Act of 1934 or
the Securities Act of 1933 only if and to the extent such
subsequent filing specifically references the information
incorporated by reference herein.
incorporate by reference the information on such website into
this Current Report on Form 8-K and Constellation disclaims any
such incorporation by reference. The information in the news
release attached as Exhibit 99.1 is incorporated by reference
into this Item 7.01 in satisfaction of the public disclosure
requirements of Regulation FD. This information is furnished and
not filed for purposes of Section 18 of the Securities Exchange
Act of 1934, and is not otherwise subject to the liabilities of
that section. Such information may be incorporated by reference
in another filing under the Securities Exchange Act of 1934 or
the Securities Act of 1933 only if and to the extent such
subsequent filing specifically references the information
incorporated by reference herein.
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Item 8.01
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Other Events.
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On April 5, 2017, the Board of Directors of Constellation Brands,
Inc. declared a quarterly cash dividend in the amount of
$0.52>per issued and outstanding share of the Companys Class A
Common Stock, $0.47>per issued and outstanding share of the
Companys Class B Common Stock and $0.47>per issued and
outstanding share of the Companys Class 1 Common Stock, in each
case payable on May 24, 2017, to stockholders of record of each
respective class as of the close of business on May 10, 2017.
Inc. declared a quarterly cash dividend in the amount of
$0.52>per issued and outstanding share of the Companys Class A
Common Stock, $0.47>per issued and outstanding share of the
Companys Class B Common Stock and $0.47>per issued and
outstanding share of the Companys Class 1 Common Stock, in each
case payable on May 24, 2017, to stockholders of record of each
respective class as of the close of business on May 10, 2017.
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Item 9.01
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Financial Statements and Exhibits.
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(a)
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Financial statements of businesses acquired.
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Not applicable.
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(b)
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Pro forma financial information.
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Not applicable.
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(c)
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Shell company transactions.
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Not applicable.
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(d)
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Exhibits.
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The following exhibit is furnished as part of this Current Report
on Form 8-K:
on Form 8-K:
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Exhibit No.
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Description
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99.1
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News Release of Constellation Brands, Inc. dated April
6, 2017. |
About CONSTELLATION BRANDS, INC. (NYSE:STZ)
Constellation Brands, Inc. is an international beverage alcohol company. The Company is a producer and marketer of beer, wine and spirits with operations in the United States, Canada, Mexico, New Zealand and Italy. Its segments include Beer, Wine and Spirits, and Corporate Operations and Other. It is a multi-category supplier (beer, wine and spirits) of beverage alcohol in the United States. It sells a number of brands in the import and craft beer categories, including Corona Extra, Corona Light, Modelo Especial, Ballast Point and others. It is a producer and marketer of wine, and sells a number of wine brands across various categories, including table wine, sparkling wine and dessert wine, and across all price points, such as popular, premium and luxury categories. Some of its wine and spirits brands sold in the United States, which comprise its U.S. Focus Brands (Focus Brands) include Meiomi, Robert Mondavi, Wild Horse and others. CONSTELLATION BRANDS, INC. (NYSE:STZ) Recent Trading Information
CONSTELLATION BRANDS, INC. (NYSE:STZ) closed its last trading session up +12.24 at 173.64 with 1,858,855 shares trading hands.
