-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UpTZm0MQKUdhhKRfjfRYGuVstE+XglaUxUHW+SA6jKgy0xgP/Gs2JF6CP48sdQgc gn2+E6DuMWdYZi1o05ccZQ== 0001157523-04-009967.txt : 20041028 0001157523-04-009967.hdr.sgml : 20041028 20041027194839 ACCESSION NUMBER: 0001157523-04-009967 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041027 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041028 DATE AS OF CHANGE: 20041027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MONDAVI ROBERT CORP CENTRAL INDEX KEY: 0000902276 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 942765451 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21624 FILM NUMBER: 041100687 BUSINESS ADDRESS: STREET 1: 7801 ST HELENA HWY STREET 2: PO BOX 106 CITY: OAKVILLE STATE: CA ZIP: 94562 BUSINESS PHONE: 7072599463 MAIL ADDRESS: STREET 1: 7801 ST HELENA HWY CITY: OAKVILLE STATE: CA ZIP: 94562 8-K 1 a4752454.txt ROBERT MONDAVI CORPORATION ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM 8-K CURRENT REPORT Pursuant To Section 13 Or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 27, 2004 The Robert Mondavi Corporation (Exact Name of Registrant as Specified in Charter) California (State or Other Jurisdiction of Incorporation) 33-61516 94-2765451 (Commission File Number) (IRS Employer Identification No.) 841 Latour Court Napa, California 94558 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (707) 226-1395 ---------------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ Item 2.02. Results of Operations and Financial Condition On October 27, 2004, The Robert Mondavi Corporation issued a press release announcing its financial results for the quarter ended September 30, 2004. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, unless expressly set forth by specific reference in such filing. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. Exhibits No. Description ------------------------------------------- 99.1 Press Release dated October 27, 2004 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. The Robert Mondavi Corporation Date: October 27, 2004 By: /s/ Henry J. Salvo., Jr. ---------------- -------------------------------- Name: Henry J. Salvo, Jr. Title: Executive Vice President, Chief Financial Officer EX-99.1 2 a4752454ex991.txt PRESS RELEASE Exhibit 99.1 Robert Mondavi Reports Results for First Quarter of Fiscal Year 2005 NAPA, Calif.--(BUSINESS WIRE)--Oct. 27, 2004-- -- Excluding Recapitalization and Restructuring Charges, Company Reports Adjusted Net Income of $7.3 million or $0.44 per diluted share -- The Robert Mondavi Corporation (Nasdaq:MOND) today announced results for its first quarter of fiscal year 2005 ended September 30, 2004. The company reported a net loss of $(57.7) million, or $(3.47) per diluted share, for the quarter ended September 30, 2004, compared to net income of $9.8 million, or $0.60 per diluted share, during the same period a year ago. This year's quarter included $105.9 million in pre-tax net charges, or $3.91 per diluted share, while last year's quarter included $0.9 million in pre-tax net gains, or $0.04 per diluted share. Details of these items are listed following the Financial Highlights. Excluding the aforementioned charges and gains, first quarter adjusted earnings of $0.44 per diluted share compare to $0.57 per diluted share a year ago and to the company's previously issued guidance of $0.33 per diluted share. Net revenues for the quarter grew 1 percent from the same period last year to $105.1 million, reflecting a 2 percent increase in sales volume and a 1 percent decrease in average price per case. Wholesaler depletions grew 3 percent, resulting in 46 days of inventory of the company's products held by wholesalers, compared to 49 days last year and 48 days at the end of June. The company also reported that its September 30, 2004 balance sheet included $54.4 million in cash, up from $49.0 million on June 30, 2004. "Our results for the quarter reflected continued strong performance by the Robert Mondavi Private Selection and Robert Mondavi Winery brands," said Greg Evans, President and CEO. "While Woodbridge posted a 2 percent decline in depletions during the quarter, we are encouraged by its improving trends in scanning channels during each of the last four months and the strong level of marketing and trade support planned for the fall holidays." The company also said that based upon current business and wine industry conditions, it remains comfortable with its previously disclosed earnings guidance for fiscal 2005 of $1.30 to $1.50 per fully diluted share, excluding any recapitalization and restructuring charges which are expected to range from $161 million to $200 million, pre-tax. The company continues to forecast sales volume and revenue growth of between 2 percent and 4 percent for the year. The company also reported that its proxy statement became effective October 25, 2004 and is being mailed to shareholders immediately. The proxy is currently available for viewing on the SEC's EDGAR database. Ted Hall, Chairman of the Board, noted "We continue to move ahead towards completing the recapitalization and reincorporation initiatives essential to enhancing shareholder value. These items will be presented to shareholders at the annual shareholder meeting on November 30, 2004 in Napa." Robert Mondavi Corporation produces and markets fine wines under the following labels: Woodbridge Winery, Robert Mondavi Private Selection, Robert Mondavi Winery, La Famiglia, Kirralaa, Byron Vineyards and Winery, Io, Arrowood Vineyards and Winery and Grand Archer by Arrowood. The company also produces Opus One, in partnership with the Baroness Philippine de Rothschild of Chateau Mouton Rothschild of Bordeaux, France; Luce, Lucente, Danzante, and the wines of Tenuta dell'Ornellaia, in partnership with the Marchesi de' Frescobaldi of Tuscany, Italy; and Sena and Arboleda, in partnership with the Eduardo Chadwick family of Vina Errazuriz in Chile. In addition to the partnership wines, Robert Mondavi Imports represents the wines of Marchesi de' Frescobaldi, Attems and Caliterra in the United States. The company will conduct a conference call to discuss its first quarter results at 7:30 a.m. PT / 10:30 a.m. ET October 28, 2004. The phone number for the call is (800) 218-8862. A live listen-only web cast and a copy of the prepared remarks of the conference call are available at www.robertmondavi.com under "Investor Relations." On January 27, 2005, Robert Mondavi expects to announce its second quarter fiscal 2005 results, followed by a conference call at 7:30 a.m. PT / 10:30 a.m. ET. A live listen-only web cast and a copy of the prepared remarks of the conference call will be available at www.robertmondavi.com under "Investor Relations." Three Months Ended September 30, ---------------------------- 2004 2003 ------------ ------------- Cases sold 2,166 2,130 Net revenues $105,115 $103,937 Cost of goods sold (1) 95,464 61,924 ------------ ------------- Gross profit 9,651 42,013 Gross profit % 9.2% 40.4% Operating expenses 30,728 28,730 Special charges (2) 73,534 -- ------------ ------------- Operating income (loss) (94,611) 13,283 Other (income) expense: Interest 5,106 5,540 Equity (income) from joint ventures (5,383) (8,006) Other (423) 240 ------------ ------------- Income (loss) before income taxes (93,911) 15,509 Income tax provision (benefit) (36,250) 5,661 ------------ ------------- Net income (loss) (57,661) 9,848 Weighted average number of shares outstanding - Diluted 16,629 16,404 Earnings (loss) per share - Diluted $(3.47) $0.60 Net cash flows from Operating Activities $11,694 $15,346 At 9/30/04 At 6/30/04 ------------ -------------- Current assets $606,300 $538,474 Total assets 999,821 978,170 Current liabilities 151,589 82,512 Total liabilities 574,021 498,370 Shareholders' equity 425,800 479,800 Working capital 454,711 455,962 Total debt 379,751 382,199 Total debt, net of Cash 325,374 333,239 (1) The three months ended September 30, 2004 include inventory write-downs totaling $32,152 related to restructuring. (2) The three months ended September 30, 2004 include fixed asset impairment charges and related selling expenses of $54,472, severance charges of $10,955, and other fees of $4,365 related to the restructuring of the company. Also included in these charges are fees related to the company's recapitalization of $3,742. Items included in GAAP Earnings per share ----------------------------------------- $000 (3) $ per diluted share ---------- ------------------- Q1 Fiscal 2005 Reported Net Income (GAAP) $(57,661) $(3.47) Included in Net Income - ---------------------- Recapitalization charges 2,297 0.14 Restructuring charges: Fixed Asset impairment charges 27,920 1.68 Inventory write-downs 19,741 1.19 Severance charges 6,727 0.40 Selling expenses 5,526 0.33 Other 2,680 0.16 ---------- ------------------- Sub-total 62,594 3.76 Inventory step-up 122 $0.01 ---------- ------------------- Adjusted Net Income excluding above items $7,352 $0.44 Q1 Fiscal 2004 Net Income (GAAP) $9,848 $0.60 Included in Net Income - ---------------------- Inventory step-up 396 $0.02 Net gain on sale of Fixed Assets (972) ($0.06) Adjusted Net Income excluding above items $9,272 $0.57 (3) Numbers are reported after tax. Cautionary Statement Regarding Forward-Looking Statements This announcement and other information provided from time to time by the company contain historical information as well as forward-looking statements about the company, the premium wine industry and general business and economic conditions. Such forward-looking statements include, for example, the anticipated approval of the company's proposed recapitalization plan by its shareholders, other statements regarding the announced restructuring and the amount of the related charges, the estimate of proceeds from the sale of assets, projections or predictions about the company's future earnings before interest and tax ratios and financial returns, consumer demand for its wines, including new brands and brand extensions, margin trends, anticipated future investment in vineyards and other capital projects, the premium wine grape market and the premium wine industry generally. Actual results may differ materially from the company's present expectations. Among other things, a soft economy, a downturn in the travel and entertainment sector, risk associated with continued conflict in the Middle East, reduced consumer spending, or changes in consumer preferences could reduce demand for the company's wines. Similarly, increased competition or changes in tourism to our California properties could affect the company's volume and revenue growth outlook. The supply and price of grapes, the company's most important raw material, is beyond the company's control. A shortage of grapes might constrict the supply of wine available for sale and cause higher grape costs that put more pressure on gross profit margins. A surplus of grapes might allow for greater sales and lower grape costs, but it might also result in more competition and pressure on selling prices or marketing spending. Interest rates and other business and economic conditions could increase significantly the cost and risks of projected capital spending. The restructuring announced on September 14, 2004 may impair management's ability to focus on other needed areas of business execution. There are also significant risks associated with the restructuring, including the divestiture of the company's luxury wine assets and investments and non-strategic assets announced on September 14, 2004. There is no assurance that the company will successfully complete the divestitures within the company's expected timeframe or at all, or that it will realize the after-tax proceeds it presently estimates for such divestitures. There is no assurance the company will be able to effectively re-deploy any proceeds received from such divestitures. The lay-offs and significant restructuring charges announced in connection with the company's September 14, 2004 restructuring will materially affect future earnings. There is no assurance that the proposed restructuring will enable the company to achieve significant cost savings or asset rationalization, or if any cost savings or assets rationalization is achieved, that it will be sufficient to grow the company's volumes, profit or cash flow, or to enhance the company's competitive position. For additional cautionary statements identifying important factors that could cause actual results to differ materially from such forward-looking information, please refer to Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," in the company's Annual Report on Form 10-K for the fiscal year ended June 30, 2004 and the company's proxy statement dated October 25, 2004, on file with the Securities and Exchange Commission. For these and other reasons, no forward-looking statement by the company can nor should be taken as a guarantee of what will happen in the future. CONTACT: The Robert Mondavi Corporation Robert Philipps, 707-251-4850 (VP, Treasury & IR) Hilary Martin, 707-251-4487 (VP Corporate Communications) -----END PRIVACY-ENHANCED MESSAGE-----