-----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, A9EHWQP1En3+GdlhEdl89gb86hfkq7M2Ed+xkH4MhqimaT7UiRnpL0qdMdTWe8uT Hom/mLalBZl5C3WaMpYKxg== 0000950005-00-000352.txt : 20001109 0000950005-00-000352.hdr.sgml : 20001109 ACCESSION NUMBER: 0000950005-00-000352 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAVENSWOOD WINERY INC CENTRAL INDEX KEY: 0000937015 STANDARD INDUSTRIAL CLASSIFICATION: 2080 IRS NUMBER: 943026706 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-30002 FILM NUMBER: 542700 BUSINESS ADDRESS: STREET 1: 18701 GEHRICKE RD STREET 2: SUITE 308 CITY: SONOMA STATE: CA ZIP: 95476 MAIL ADDRESS: STREET 1: 18701 GEHRICKE RD CITY: SONOMA STATE: CA ZIP: 95476 10QSB 1 10QSB ================================================================================ SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________________ to ___________________ Commission file number: 0-30002 RAVENSWOOD WINERY, INC. (Exact Name of Small Business Issuer as Specified in its Charter) California 94-3026706 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 18701 Gehricke Road Sonoma, California 95476 (Address of Principal Executive Offices) (Zip Code) Issuer's Telephone Number: 707-938-1960 Check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] The number of shares outstanding of the Issuer's Common Stock on February 8, 2000 was 4,855,053. Transitional Small Business Disclosure Format: Yes [ ] No [X] ================================================================================ RAVENSWOOD WINERY, INC. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Page ---- Balance Sheets as of December 31, 1999 and June 30, 1999. 2 Statements of Income for the three months and six months ended December 31 , 1999 and 1998. 3 Statements of Cash Flows for the three months and six months ended December 31, 1999 and 1998. 4 Notes to Financial Statements. 5 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 8 PART II. OTHER INFORMATION ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 23 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 23 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 24 1 RAVENSWOOD WINERY, INC. PART I. FINANCIAL INFORMATION Item 1. Financial Statements RAVENSWOOD WINERY, INC. BALANCE SHEET
December 31, June 30, 1999 1999 ----------- ----------- ASSETS (unaudited) Current assets: Cash and cash equivalents $ 7,585,695 $11,390,903 Accounts receivable, less allowance of $10,000 5,144,037 2,763,418 Inventories 19,960,310 14,581,973 Prepaid expenses 322,875 116,676 Deferred tax assets 155,000 162,800 ----------- ----------- Total current assets 33,167,917 29,015,770 Property, plant and equipment, net 14,213,111 9,001,147 Notes receivable from shareholder 314,475 314,475 Other assets 129,103 186,921 ----------- ----------- Total Assets $47,824,606 $38,518,313 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 90,857 $ 109,722 Current portion of capital lease obligations 372,837 368,203 Short-term borrowings 1,000,000 1,700,000 Accounts payable 6,355,311 3,382,118 Accrued commissions 677,954 396,358 Accrued liabilities 640,253 433,011 ----------- ----------- Total current liabilities 9,137,212 6,389,412 Long-term liabilities: Long-term debt, net 6,749,564 4,525,231 Capital lease obligations, net 2,551,992 1,551,762 Convertible debentures 1,687,500 2,502,500 ----------- ----------- Total liabilities 20,126,268 14,968,905 ----------- ----------- Shareholders' equity: Preferred stock, no par value; 1 million shares authorized, none issued -- -- Common stock, no par value; 20 million shares authorized, 4,855,053 and 4,568,352 issued and outstanding 15,038,965 14,211,018 Retained earnings 12,616,157 9,338,390 Unrealized gain on available-for-sale securities 43,216 -- ----------- ----------- Total shareholders' equity 27,698,338 23,549,408 ----------- ----------- $47,824,606 $38,518,313 =========== =========== See accompanying notes to financial statements.
2 RAVENSWOOD WINERY, INC. STATEMENT OF INCOME (UNAUDITED)
Three months ended December 31, Six months ended December 31, -------------------------------- -------------------------------- 1999 1998 1999 1998 ------------ ------------ ------------ ------------ Gross Sales $ 10,437,413 $ 5,853,049 $ 18,726,389 $ 12,194,996 Less excise taxes (199,045) (50,736) (533,690) (275,795) Less discounts, allowances and returns (314,777) (181,574) (576,925) (336,684) ------------ ------------ ------------ ------------ Net sales 9,923,591 5,620,739 17,615,774 11,582,517 Cost of goods sold 4,813,758 2,538,146 8,277,176 5,066,471 ------------ ------------ ------------ ------------ Gross profit 5,109,833 3,082,593 9,338,598 6,516,046 Operating expenses 2,001,483 1,125,183 3,741,333 2,340,009 ------------ ------------ ------------ ------------ Operating income 3,108,350 1,957,410 5,597,265 4,176,037 Interest expense (232,678) (127,901) (356,444) (225,669) Other income 72,282 54,146 158,076 78,713 ------------ ------------ ------------ ------------ (160,396) (73,755) (198,368) (146,956) Income before income taxes 2,947,954 1,883,655 5,398,897 4,029,081 Provision for income taxes 1,168,000 815,349 2,121,130 1,743,849 ------------ ------------ ------------ ------------ Net income $ 1,779,954 $ 1,068,306 $ 3,277,767 $ 2,285,232 ============ ============ ============ ============ Earnings per share: Basic $ 0.39 $ 0.31 $ 0.72 $ 0.65 ============ ============ ============ ============ Diluted $ 0.36 $ 0.28 $ 0.67 $ 0.60 ============ ============ ============ ============ Weighted average number of common shares outstanding: Basic 4,571,435 3,498,942 4,569,893 3,498,942 ============ ============ ============ ============ Diluted 5,006,546 3,932,964 5,006,562 3,867,329 ============ ============ ============ ============ See accompanying notes to financial statements.
3 RAVENSWOOD WINERY, INC. STATEMENT OF CASH FLOWS (UNAUDITED)
Three months ended December 31, Six months ended December 31, -------------------------------- --------------------------------- 1999 1998 1999 1998 ------------ ------------ ------------ ------------- Operations: Net income $ 1,779,954 $ 1,068,306 $ 3,277,767 $ 2,285,232 Items not requiring the current use of cash: Depreciation and amortization 315,441 121,458 458,831 170,668 Unrealized capital appreciation 5,649 -- 43,216 -- Deferred income taxes -- -- 7,800 -- Changes in other operating items: Accounts receivable (1,176,461) (44,496) (2,380,620) (747,982) Inventories (3,521,358) (3,237,568) (5,378,337) (2,503,980) Prepaid expenses (169,092) (19,191) (206,200) 26,902 Other assets 500 -- (3,672) -- Accounts payable 2,326,683 2,664,490 2,973,194 1,429,719 Accrued liabilities 121,329 (105,662) 207,243 (133,555) Income taxes payable (929,480) (850,000) -- -- Accrued commissions 185,285 24,657 281,595 128,769 ------------ ------------ ------------ ------------- Cash provided by (used for) operations (1,061,550) (378,006) (719,183) 655,773 ------------ ------------ ------------ ------------- Investing: Shareholder receivables (4,107) (58,968) (8,215) (59,435) Additions to plant & equipment (2,382,011) (288,520) (4,484,459) (548,390) ------------ ------------ ------------ ------------- Cash used for investing activities (2,386,118) (347,488) (4,492,674) (607,825) ------------ ------------ ------------ ------------- Financing: Short-term borrowings, net 250,000 300,000 (700,000) (400,000) Proceeds from long-term debt 1,933,509 550,000 2,252,036 550,000 Proceeds from convertible debentures -- 1,443,750 -- 1,443,750 Proceeds from sale of securities 12,948 1,647,739 12,948 1,647,739 Repayments of long-term debt (73,955) (177,934) (158,335) (220,335) ------------ ------------ ------------ ------------- Cash provided by financing activities 2,122,502 3,763,555 1,406,649 3,021,154 ------------ ------------ ------------ ------------- Change in cash & cash equivalents (1,325,166) 3,038,061 (3,805,208) 3,069,102 Balance at beginning of period 8,910,861 133,314 11,390,903 102,272 ------------ ------------ ------------ ------------- Balance at end of period $ 7,585,695 $ 3,171,375 $ 7,585,695 $ 3,171,374 ============ ============ ============ ============= Cash paid during the period for: Interest $ 253,835 $ 113,882 $ 377,824 $ 209,497 ============ ============ ============ ============= Taxes $ 2,353,850 $ 1,670,000 $ 2,353,850 $ 1,670,000 ============ ============ ============ ============= Noncash investing and financing: Plant and equipment purchased with long-term liabilities $ 411,576 $ 515,718 $ 1,116,631 $ 515,718 ============ ============ ============ ============= Conversion of convertible debentures to common stock $ 815,000 $ -- $ 815,000 $ -- ============ ============ ============ ============= See accompanying notes to financial statements.
4 - - -------------------------------------------------------------------------------- RAVENSWOOD WINERY, INC. NOTES TO FINANCIAL STATEMENTS NOTE 1 - Basis of presentation: The financial statements included herein for Ravenswood Winery, Inc. (the "Company") have been prepared by the Company, without audit pursuant to the rules and regulations of the Securities and Exchange Commission. In management's opinion, the interim financial data presented includes all adjustments (which include only normal recurring adjustments) necessary for a fair presentation. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The results of operations for the three and six months ended December 31, 1999 are not necessarily indicative of the operating results expected for the entire fiscal year. The financial statements included herein should be read in conjunction with other documents the Company files from time to time with the Securities and Exchange Commission, including the Company's Form 10-KSB for the fiscal year ended June 30, 1999 dated September 29, 1999 and its Quarterly Report on Form 10-QSB dated November 12, 1999. NOTE 2 - Reclassifications: Certain prior period amounts have been reclassified in order to conform to the current period presentation. NOTE 3 - Earnings per Share Basic EPS represents the income available to common shareholders divided by the weighted average number of common shares outstanding for the period. Diluted EPS represents the income available to common shareholders divided by the weighted average of common shares outstanding while also giving effect to the potential dilution that could occur if securities or other contracts to issue common stock (e.g. stock options and convertible debentures) were exercised and converted into stock. For all periods presented, the difference between basic and diluted EPS for the Company is due to the dilutive effect of stock options and convertible debentures. This effect is calculated using the treasury stock method. On December 31, 1999, debentures with a face value of $815,000 were converted into 285,250 shares of the Company's common stock. During the three month period ended December 31, 1999, 1,451 shares of common stock were issued under Ravenswood's Employee Stock Purchase Plan. NOTE 4 - Recent accounting pronouncements: In June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative Instruments," SFAS 137 extends the effective date of SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," SFAS 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. The statement requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. As amended by SFAS 137, SFAS 133 is effective for the Company's fiscal year ending June 30, 2001. The Company does not anticipate that SFAS No. 137 will have a material impact on its financial statements 5 NOTE 5 - Inventories: Inventories are summarized as follows: December 31, June 30, 1999 1999 ----------- ----------- (Unaudited) Bulk wine $16,107,838 $10,355,759 Bottled wine 3,473,618 3,870,548 Crop costs 36,337 88,725 Supplies 193,400 124,298 Tasting room merchandise 149,117 142,643 ----------- ----------- $19,960,310 $14,581,973 =========== =========== NOTE 6 - Property, plant and equipment: Property, plant and equipment is summarized as follows: December 31, June 30, 1999 1999 ----------- ----------- (Unaudited) Land $ 245,135 $ 245,135 Vineyards 134,033 134,033 Vineyards under development 211,440 211,440 Buildings and improvements 1,647,634 1,647,637 Leasehold improvements 174,331 174,331 Machinery and equipment 835,850 835,850 Barrels and equipment held under capital leases 3,740,608 2,623,977 Tanks 172,172 145,688 Office equipment 134,578 131,127 Transportation equipment 40,999 38,469 Construction in progress 8,918,530 4,466,534 ----------- ----------- 16,255,310 10,654,221 Less accumulated depreciation 2,042,199 1,653,074 ----------- ----------- $14,213,111 $ 9,001,147 =========== =========== NOTE 7 - Comprehensive income: In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 130 - Reporting Comprehensive Income ("SFAS 130"). SFAS 130 requires the additional reporting of a new measure of income which takes into account certain elements otherwise recorded as part of equity. For all periods presented, the difference between net income and comprehensive income consists of the changes in the unrealized gain in securities available-for-sale included as part of the Company's equity. 6 The following is a reconciliation of net income and comprehensive income:
Three months ended Six months ended December 31, December 31, ---------------------------- ---------------------------- 1999 1998 1999 1998 ---------- ---------- ---------- ---------- (Unaudited) Net income $1,779,954 $1,068,306 $3,277,767 $2,285,232 Change in unrealized gain on available-for-sale securities 5,649 -- 43,216 -- ---------- ---------- ---------- ---------- Comprehensive income $1,785,603 $1,068,306 $3,320,983 $2,285,232 ========== ========== ========== ==========
7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Statements From time to time, statements made by Ravenswood's employees or information included in Ravenswood's filings with the Securities and Exchange Commission (including this Form 10-QSB) may contain statements that are not historical facts, so called "forward-looking statements," which are subject to risks and uncertainties that could cause actual results to differ materially. Forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. When used in this Form 10-QSB, the terms "anticipates," "expects," "estimates," "believes," and other similar terms as they relate to Ravenswood or its management are intended to identify such forward-looking statements. For example, statements made herein relating to operating expenses, gross sales attributable to specific product series, and future capital expenditures, are forward-looking statements. Factors that may cause actual results to vary include, but are not limited to: (i) future and past weather and general farming conditions affecting the annual grape harvest; (ii) variations in consumer taste and preference; and (iii) changes in the wine industry regulatory environment. Each of these factors, and others, are discussed beginning on page 17 of this report and in the section entitled "Factors that May Affect Future Results" of Ravenswood's Form 10-KSB for the fiscal year ended June 30, 1999, filed with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Ravenswood undertakes no obligation to update or revise these statements. Overview Ravenswood produces, markets and sells premium California wines exclusively under the Ravenswood brand name. The vast majority of wines produced and sold by Ravenswood are red wines, including Merlot, Cabernet Sauvignon and, particularly, Zinfandel. To a lesser extent, Ravenswood produces white wines, including Chardonnay, French Colombard and Gewurztraminer. Ravenswood's red wines accounted for approximately 93% of gross sales in the 1999 fiscal year, with sales of Zinfandel accounting for approximately 67% of gross sales for that period. Ravenswood believes that sales of its red wines, particularly Zinfandel, will continue to account for a significant portion of its sales in the future. Since its inception in 1976, Ravenswood has grown by increasing its production volume and its portfolio of wine products. For the fiscal year ended June 30, 1999, Ravenswood realized total gross sales of $23.7 million from the sale of 270,760 cases of wine and Ravenswood branded merchandise. The mix of products sold in any given period affects Ravenswood's gross profit as a percentage of net sales, or gross margin. In particular, as sales of the value-priced Vintners Blend Series have increased as a percentage of gross sales, Ravenswood's gross margin has decreased. The gross margin for the Vintners Blend Series traditionally is also more variable than that of Ravenswood's higher-priced product series, because a significant portion of the wine used in the Vintners Blend series is purchased in the bulk market rather than produced by Ravenswood from grapes acquired from its traditional grape suppliers. Ravenswood has no bulk wine purchase contracts. The price, quality and available quantity of bulk wine have fluctuated in the past and Ravenswood expects that they will continue to fluctuate in the future. The timing for release of Ravenswood's products, particularly its County Series and Vineyard Designate Series, also significantly affects Ravenswood's sales in specific periods. Ravenswood traditionally releases 8 new vintages of its Vineyard Designate Series in the fourth fiscal quarter or the first fiscal quarter of the subsequent fiscal year. In addition, the release dates of some of Ravenswood's County Series wines fluctuate between the third and fourth fiscal quarters of each fiscal year. The timing of these release dates is based upon the winemakers' determination as to the optimal flavor characteristics of these wines and available inventory. Fluctuation of release dates may make comparison of results on a period-to-period basis less meaningful. The nature of the winemaking process, including the need for wine to be aged before it is released, requires Ravenswood to incur significant expenses in producing products which may not generate revenues until up to two years later. Any factors that may prevent or delay the sale of Ravenswood's wines at the prices anticipated at the time of their production could adversely affect its liquidity and reduce its profits. Pricing for grapes purchased by Ravenswood is determined annually by reference to benchmark price quotations or through negotiation. As a result, the cost of grapes used in Ravenswood's wine production has fluctuated and is expected to continue to fluctuate. Ravenswood has traditionally attempted to moderate and stabilize price increases from year to year. Consequently, gross margins realized by Ravenswood have fluctuated in the past and are expected to continue to fluctuate with the price of grapes used in production. Within the United States, Ravenswood utilizes distributors in every state except California. Brokers are used to assist the sales effort in California and 29 other states. Brokers act as an independent sales force and receive commissions as compensation for their sales. Brokers do not take title to the wines they sell. Distributors purchase wine from Ravenswood and sell the wine to their own retail accounts such as restaurants, grocery stores and wines shops. Ravenswood uses both brokers and distributors in most of the foreign countries in which Ravenswood's wines are sold. Ravenswood primarily uses smaller, well-positioned brokers and distributors for whom Ravenswood is a key brand. Although Ravenswood has very few long-term agreements for distribution of its products, Ravenswood believes that its relationships with existing brokers and distributors are excellent. Ravenswood's executive management also takes an active role in assisting brokers and distributors with sales within California and within major geographic markets outside California. Ravenswood sells its products directly in California, utilizing five warehouses throughout the state and a network of seven brokers. Ravenswood realizes significantly greater gross margins in areas, such as California, where it relies on direct sales facilitated through brokers without the use of distributors. Sales within California accounted for approximately 48% of Ravenswood's gross sales in the 1999 fiscal year. Of this amount, approximately 9% of gross sales were retail purchases by California and non-California consumers through Ravenswood's tasting room and approximately 39% of gross sales were sales to retail accounts. Ravenswood expects similar results for fiscal 2000. Ravenswood believes that sales within California will continue to account for a substantial portion of its sales in the future. 9 Results of Operations The following table sets forth items from Ravenswood's statement of income, expressed as a percentage of net sales, for the periods indicated:
Three Months Ended Six Months Ended December 31, December 31, ------------ ------------ Statement of Income Data: 1998 1999 1998 1999 Net Sales 100.0% 100.0% 100.0% 100.0% Cost of Goods Sold 45.2 48.5 43.7 47.0 ------ ------ ------ ------ Gross Profit 54.8 51.5 56.3 53.0 Operating Expenses 20.0 20.2 20.2 21.2 ------ ------ ------ ------ Operating Income 34.8 31.3 36.1 31.8 Other Expense, net 1.3 1.6 1.3 1.1 ------ ------ ------ ------ Income Before Income Taxes 33.5 29.7 34.8 30.7 Provision for Income Taxes 14.5 11.8 15.1 12.1 ------ ------ ------ ------ Net Income 19.0% 17.9% 19.7% 18.6% ====== ====== ====== ======
Three Months Ended December 31, 1999 and 1998 Sales Net sales of Ravenswood's products increased to $9.9 million in the three months ended December 31, 1999, from $5.6 million in the three months ended December 31, 1998. This increase is primarily attributable to an increase in the volume of wines produced and sold by Ravenswood. In the three months ended December 31, 1999, case sales increased to 119,966 cases from 67,030 cases in the three months ended December 31, 1998, while the average price per case increased slightly to $86.13 from $86.07 in these respective periods. Gross sales for each product series grew in the three months ending December 31, 1999, with increases for Vintners Blend Series, County Series and Vineyard Designate Series of 100.1%, 30.9% and 86.9%, respectively, over the three months ended December 31, 1998. The percentages of gross sales attributable to the Vintners Blend Series, County Series and Vineyard Designate Series were 62.5%, 19.8% and 16.8%, respectively, for the three months ended December 31, 1999, as compared to 55.6%, 26.9% and 16.0%, respectively, in the three months ended December 31, 1998. Sales of Ravenswood branded merchandise accounted for approximately .9% of gross sales for the three months ended December 31, 1999, as compared to 1.5% of gross sales for the three months ended December 31, 1998. 10 Cost of Goods Sold Cost of goods sold increased to $4.8 million, or 48.5% of net sales, for the three months ended December 31, 1999, from $2.5 million, or 45.2% of net sales, for the three months ended December 31, 1998. The increase in cost of goods sold as a percentage of net sales is primarily attributable to the increase in sales of Ravenswood's Vintners Blend Series as a percentage of gross sales. Gross Profit Ravenswood's gross profit increased to $5.1 million for the three months ended December 31, 1999, from $3.1 million for the three months ended December 31, 1998, and decreased as a percentage of net sales to 51.5% from 54.8% in these respective periods. The increase in aggregate gross profit is primarily attributable to increases in sales volumes across all of Ravenswood's product series. The decrease in gross profit as a percentage of net sales is primarily attributable to an increase in sales of the Vintners Blend Series as a percentage of gross sales. Traditionally, Vintners Blend Series wines have a lower percentage gross margin than those of Vineyard Designate and County Series wines. As a result, as gross sales of Vintners Blend Series wines increase as a percentage of Ravenswood's product mix, gross margin will decrease as a percentage of net sales. Operating Expenses Operating expenses increased to $2.0 million for the three months ended December 31, 1999, from $1.1 million for the three months ended December 31, 1998, and increased slightly as a percentage of net sales to 20.2% from 20.0% in these respective periods. The increase in the amount of operating expenses is attributable to several different factors. Increased sales volumes resulted in increased brokerage commissions. A portion of estimated annual employee bonuses is being accrued in each quarter of fiscal 2000, while in fiscal 1999 these expenses were accrued in the third and fourth quarters only. Ravenswood has also incurred additional expenses since becoming a public company in the fourth quarter of fiscal 1999, such as increased legal and accounting fees. Other Expense, Net Other expense amounted to $160,396 and $73,755, or 1.6% and 1.3% of net sales, in the three months ended December 31, 1999, and 1998, respectively. The increase in other expense is primarily attributable to interest incurred on both Ravenswood's December 1998 offering of $1,687,500 of securities and on the construction loan for its new production facility, referred to as the Quarry Facility, offset by an increase in interest income on the proceeds from Ravenswood's initial public offering. Provision for Income Taxes The provision for income taxes reflects an estimated annualized effective tax rate of 39.6% for the three months ended December 31, 1999, as compared to 43.3% for the three months ended December 31, 1998. The decrease is due to the effective tax rate for the three months ended December 31, 1998 not reflecting adjustments for deferred taxes and recognition of manufacturer's tax credits until the third 11 and fourth quarters of fiscal 1999. Six Months Ended December 31, 1999 and 1998 Sales Net sales of Ravenswood's products increased to $17.6 million in the six months ended December 31, 1999, from $11.6 million in the six months ended December 31, 1998. This increase is primarily attributable to an increase in the volume of wines produced and sold by Ravenswood. In the six months ended December 31, 1999, case sales increased to 206,654 cases, from 130,493 cases in the six months ended December 31, 1998, while the average price per case decreased to $89.59 from $92.03 in these respective periods. The decrease in the average price per case is primarily attributable to the increase in sales of Ravenswood's Vintners Blend Series as a percentage of gross sales. Gross sales for each product series grew in the six months ended December 31, 1999, with increases for Vintners Blend Series, County Series and Vineyard Designate Series of 82.2%, 20.9% and 34.1%, respectively, over the six months ending December 31, 1998. The percentages of gross sales attributable to the Vintners Blend Series, County Series and Vineyard Designate Series were 57.2%, 20.5% and 21.2%, respectively, for the six months ended December 31, 1999, as compared to 48.2%, 25.9% and 24.3%, respectively, for the six months ended December 31, 1998. Sales of Ravenswood branded merchandise accounted for approximately 1.1% of gross sales for the six months ended December 31, 1999, and 1.6% of gross sales for the six months ended December 31, 1998. Cost of Goods Sold Cost of goods sold increased to $8.3 million, or 47.0% of net sales, for the six months ended December 31, 1999, from $5.1 million, or 43.7% of net sales, for the six months ended December 31, 1998. The increase in cost of goods sold as a percentage of net sales is primarily attributable to the increase in sales of Ravenswood's Vintners Blend Series as a percentage of gross sales. Gross Profit Ravenswood's gross profit increased to $9.3 million for the six months ended December 31, 1999, from $6.5 million for the six months ended December 31, 1998, and decreased as a percentage of net sales to 53.0% from 56.3% in these respective periods. The increase in aggregate gross profit is primarily attributable to increases in sales volumes across all of Ravenswood's product series. The decrease in gross profit as a percentage of net sales is primarily attributable to an increase in sales of the Vintners Blend Series as a percentage of gross sales. Operating Expenses Operating expenses increased to $3.7 million for the six months ended December 31, 1999, from $2.3 million for the six months ended December 31, 1998, and increased as a percentage of net sales to 21.2% from 20.2% in these respective periods. The increase in the amount of operating expenses is attributable to several different factors. Increased sales volumes resulted in increased brokerage commissions. A portion of estimated annual employee bonuses is being accrued in each quarter of fiscal 2000, while in fiscal 1999, these expenses were accrued in the third and fourth quarters only. Ravenswood has also 12 incurred additional expenses since becoming a public company in the fourth quarter of fiscal 1999, such as increased legal and accounting fees. Other Expense, Net Other expense amounted to $198,368 and $146,956, or 1.1% and 1.3% of net sales, in the six months ended December 31, 1999 and 1998, respectively. The increase in other expense is primarily attributable to interest incurred on both Ravenswood's December 1998 offering of $1,687,500 of securities and on its construction loan for the Quarry Facility, offset by an increase in interest income on the proceeds from Ravenswood's s initial public offering. Provision for Income Taxes The provision for income taxes reflects an estimated annualized effective tax rate of 39.3% for the six months ended December 31, 1999, and 43.3% for the six months ended December 31, 1998. The decrease is due to the effective tax rate for the six months ended December 31, 1998 not reflecting adjustments for deferred taxes and recognition of manufacturer's tax credits until the third and fourth quarters of fiscal 1999. Selected Quarterly Results of Operations The following table presents Ravenswood's results of operations for each of the six quarters prior to and including the quarter ended December 31, 1999. The quarterly information is unaudited, but management believes that the information regarding these quarters has been prepared on the same basis as the audited financial statements appearing in Ravenswood's Form 10-KSB for the fiscal year ended June 30, 1999. In the opinion of management, all necessary adjustments, which include only normal recurring adjustments, have been included to present fairly the unaudited quarterly results when read in conjunction with the financial statements and related notes appearing elsewhere in this Form 10-QSB.
Quarter Ended (In Thousands) ----------------------------------------------------------------------------------- September 30, December 31, March 31, June 30, September 30, December 31 1998 1998 1999 1999 1999 1999 ------- ------- ------- ------- ------- ------- Statement of Income Data: Gross Sales $ 6,342 $ 5,853 $ 5,415 $ 6,119 $ 8,289 $10,437 Less Excise Taxes 225 51 272 361 335 199 Less Discounts, Allowance and Returns 155 182 182 234 262 315 ------- ------- ------- ------- ------- ------- Net Sales 5,962 5,620 4,961 5,525 7,692 9,924 Cost of Goods Sold 2,528 2,538 2,405 2,788 3,463 4,814 ------- ------- ------- ------- ------- ------- Gross Profit 3,434 3,082 2,556 2,737 4,229 5,110 Operating Expenses 1,215 1,125 1,396 1,503 1,740 2,001 ------- ------- ------- ------- ------- ------- Operating Income 2,219 1,957 1,160 1,234 2,489 3,108 Other (Income) Expense 73 74 92 (12) 38 160 ------- ------- ------- ------- ------- ------- Income Before Income Taxes 2,146 1,884 1,068 1,247 2,451 2,947 Provision for Income Taxes 929 815 312 385 953 1,168 ------- ------- ------- ------- ------- ------- Net Income $ 1,217 $ 1,068 $ 756 $ 862 $ 1,498 $ 1,780 ======= ======= ======= ======= ======= =======
13 Ravenswood experiences seasonal and quarterly fluctuations in sales, operating expenses and net income. Because Ravenswood manages its business to achieve long-term strategic objectives, it may make decisions that it believes will enhance its long-term growth and profitability, even if these decisions adversely affect quarterly earnings. These decisions include: (a) when to release its wines for sale; (b) how to position its wines competitively; and (c) which grape and bulk wine sources to use to produce its wines. In addition, variations in the release dates of Ravenswood's Vineyard Designate Series and County Series have resulted in fluctuations in Ravenswood's results on a quarter-to-quarter basis. Ravenswood's sales volume may also change depending upon its distributors' inventory levels. The results of operations for any quarter are not necessarily indicative of the results of any future period. The market price of Ravenswood's common stock may fluctuate significantly in response to these quarter-to-quarter variations. FINANCIAL CONDITION Assets Ravenswood's total assets increased by 24.2% to $47.8 million at December 31, 1999, from $38.5 million at June 30, 1999. Ravenswood's inventory increased by 36.9% to $19.9 million on December 31, 1999, from $14.5 million at June 30, 1999. Property, plant and equipment, net of depreciation, increased 57.9% to $14.2 million at December 31, 1999, from $9.0 million at June 30, 1999. Ravenswood expects total assets to continue to increase as Ravenswood expands its inventory and completes construction of the Quarry Facility. Liabilities Ravenswood's total liabilities increased 34.5% to $20.1 million at December 31, 1999, from $15.0 million at June 30, 1999. At December 31, 1999, Ravenswood's outstanding long-term liabilities were $10.9 million, and a total of $1.0 million was available under the terms of Ravenswood's lines of credit. 14 Liquidity and Capital Resources Ravenswood has funded its capital requirements primarily with cash flows from operations, a mix of short-term and long-term borrowings, and the sale of its securities, most recently with its initial public offering in April 1999. Cash and cash equivalents totaled $7.6 million at December 31, 1999, as compared to $11.4 million at June 30, 1999. The decrease in cash and cash equivalents is primarily due to cash required to expand inventory, to continue construction of the Quarry Facility and to retire indebtedness. Net cash used by operations was $1.1 million for the three months ended December 31, 1999, as compared to $378,006 for the three months ended December 31, 1998. The principal uses of cash from operations for the three months ended December 31, 1999 was the acquisition of inventory, especially grapes received through the harvest. Net cash used by operations was $719,183 for the six months ended December 31, 1999, as compared to $655,773 provided by operations for the six months ended December 31, 1998. The principal use of cash from operations for the six months ended December 31, 1999 was the acquisition of additional inventory, especially grapes received through the harvest. Net cash used for investing activities totaled $2.4 million for the three months ended December 31, 1999, as compared to $347,488 for the three months ended December 31, 1998. The principal use of cash for investing activities during this period was primarily the costs associated with construction of the Quarry Facility. Net cash used for investing activities totaled $4.5 million for the six months ended December 31, 1999, as compared to $607,825 for the six months ended December 31, 1998. The increase was primarily attributable to costs associated with construction of the Quarry Facility. Ravenswood expects that net cash used for investing activities will increase in the future as additional investments for plant and equipment are made to complete the Quarry Facility. Net cash provided by financing activities was $2.1 million for the three months ended December 31, 1999, as compared to $3.7 million for the three months ended December 31, 1998. The principal source of cash for the three months ended December 31, 1999 was financing provided by Pacific Coast Farm Credit Association to construct the Quarry Facility, while the principal source of cash for the three months ended December 31, 1998 was Ravenswood's sale of securities, which was completed in December 1998. Net cash provided by financing activities was $1.4 million for the six months ended December 31, 1999, as compared to $3.0 million for the six months ended December 31, 1998. The principal source of cash for the six months ended December 31, 1999 was financing provided by Pacific Coast Farm Credit Association to construct the Quarry Facility. The principal source of cash for the six months ended December 31, 1998 was Ravenswood's sale of securities, which was completed in December 1998. The majority of Ravenswood's grape purchases occur in the second fiscal quarter, when the fruit is harvested. Most grape purchase contracts specify the timing of payment for these purchases. The actual payment dates vary depending upon the terms of the individual contract. Based upon its grape purchase contracts for the 1999 harvest, these payments will be made in the following manner: 42%, 29% and 17% in the second, third and fourth quarters of fiscal 2000, respectively, and the remaining 12% in the first quarter of fiscal 2001. As a result of harvest costs and the timing of grape and bulk wine purchase payments, Ravenswood's inventory and related cash requirements generally peak during the second or third fiscal quarters. Cash requirements also fluctuate depending upon the level and timing of capital spending and tax payments. 15 Ravenswood leases barrels and other equipment used in the production of its wines. Ravenswood estimates that aggregate lease payments for barrels and other equipment will be approximately $545,000 for fiscal 2000. Ravenswood anticipates that it will enter into additional leasing arrangements for barrels and other equipment as it increases its production. In December 1994, Ravenswood completed a private sale of $865,000 of convertible debentures due December 31, 2004. Each $10,000 debenture was convertible into 3,500 shares of common stock at any time prior to December 31, 1999, upon request of the holder. $50,000 of convertible debentures were converted into 17,500 shares of common stock in April 1999. The remaining $815,000 in convertible debentures were converted into 285,250 shares of common stock in December 1999. In December 1998, Ravenswood completed a private sale of $1.7 million of convertible debentures due December 31, 2008 and $1.7 million of common stock. Each $10,000 debenture is convertible into 900 shares of common stock at any time prior to December 31, 2003, upon request of the holder. If the debentures are not converted, Ravenswood may redeem them at face value at any time during the period from January 1, 2004 until the maturity date. Ravenswood pays interest quarterly on the debentures in an amount equal to the prime interest rate quoted by Bank of America NT&SA plus 1%. The interest rate is adjusted every 18 months, except that in no period may the interest rate adjustment exceed 2%, or the maximum interest rate exceed 11%. Ravenswood has a line of credit with Pacific Coast Farm Credit Association, under which Ravenswood may borrow up to $2 million. As of December 31, 1999, Ravenswood had $1,000,000 outstanding under this line of credit. In addition, on April 26, 1999 Ravenswood obtained a $4.6 million construction loan from Pacific Coast for the purpose of financing the construction of the Quarry Facility. The loan is being used as funds for construction are needed. The loan is secured by the Quarry Facility and its lease. The estimated $5 million in remaining costs to complete the facility are being funded from its December 1998 sale of securities and proceeds from Ravenswood's initial public offering in April 1999. Equipment is being acquired through a $3 million commitment for leases. In April 1999, Ravenswood completed an initial public offering of one million shares of its common stock at a price of $10.50 per share. W.R. Hambrecht & Company, LLC acted as underwriter for the offering. The net proceeds from the offering of approximately $9,528,000 have been and will continue to be used for: investment in wine inventory, expansion of production facilities, general corporate purposes, and retirement of indebtedness. Ravenswood's shares are listed on the Nasdaq National Market under the trading symbol RVWD. The full extent of Ravenswood's future capital requirements and the adequacy of its available funds will depend on many factors, not all of which can be accurately predicted. Although no assurance can be given, Ravenswood believes that anticipated cash flow from operations, borrowings under its existing credit agreements, proceeds from its initial public offering and the private placements in 1994 and 1998 described above, will be sufficient to fund its capital requirements, including its planned expansion, for at least the next 12 months. In the event that additional capital is required, Ravenswood may seek to raise that capital through public or private equity or debt financings. Future capital funding transactions may result in dilution to shareholders. There can be no assurance that additional capital will be available on favorable terms, if at all. Ravenswood's inability to obtain additional capital on acceptable terms would limit its growth and could have a negative impact on its business. Ravenswood uses substantial amounts of its working capital to purchase grapes and bulk wine supplies from third parties and to pay for the use of third-party production facilities in its wine production. Ravenswood also uses capital to fund its own grape-growing and 16 winemaking activities. Ravenswood expects that it will need an increased amount of working capital over the next several years to fund increases in its production level and inventory. Risks associated with potential Year 2000 problems Even though the date is now past January 1, 2000 and Ravenswood has not experienced any immediate adverse impact from the transition to the Year 2000, Ravenswood cannot provide assurance that its suppliers and customers have not been affected in a manner that is not yet apparent. In addition, certain computer programs that were date sensitive to the Year 2000 may not process the Year 2000 as a leap year and any negative consequential effects remain unknown. As a result, Ravenswood will continue to monitor its Year 2000 compliance and the Year 2000 compliance of its suppliers and customers. FACTORS THAT MAY AFFECT RESULTS A reduction in consumer demand for premium red wines could harm our business Because a large percentage of the wines we produce are premium red wines, including Merlot, Cabernet Sauvignon and, in particular, Zinfandel, our business would be harmed if consumer demand for red wines in general, or Zinfandel in particular, failed to grow or declined. An overall reduction in consumer demand for premium wine would also harm our business. A reduction in the supply of grapes and bulk wine available to us from the independent grape growers and bulk wine suppliers on whom we rely could reduce our annual production of wine We rely on annual contracts, many of which are not in writing, with over 60 independent growers to purchase substantially all of the grapes used in our wine production. We cannot assure you that we will be able to contract for the purchase of grapes at acceptable prices from these or other suppliers in the future. The terms of many of our purchase agreements also constrain our ability to discontinue purchasing grapes in circumstances where we might want to do so. Those agreements typically provide that, while either party may terminate the agreement at any time, both parties must continue to abide by its terms for three years following termination. We are dependent on bulk wine suppliers for the production of several of our wines, particularly our Vintners Blend Series. We do not have contracts with bulk wine suppliers or agreements that would protect us from fluctuations in the price or availability of bulk wine. The availability and price of bulk wine significantly affect the quality and production levels of our products that contain bulk wine. The price, quality and available quantity of bulk wine have fluctuated in the past. It is possible that we will not be able 17 to purchase bulk wine of acceptable quality at acceptable prices and quantities in the future, which could increase the cost or reduce the amount of wine we produce for sale. This could cause reductions in our sales and profits. Bad weather, plant diseases and other factors could reduce the amount or quality of the grapes we need to produce our wines A shortage in the supply of quality grapes may result from the occurrence of any number of the factors which determine the quality and quantity of grape supply, such as weather conditions, pruning methods, the existence of diseases and pests, and the number of vines producing grapes, as well as the level of consumer demand for wine. Any shortage could cause an increase in the price of some or all of the grape varieties required for our wine production and/or a reduction in the amount of wine we are able to produce, which could harm our business and reduce our sales and profits. For example, due to the effects of El Nino, the grape supply available to us for the 1998 harvest was lower than for the 1997 harvest, which we believe was an unusually large harvest. Therefore, the inventory of our 1998 vintage may be less than that of our 1997 vintage. As a result, the growth of our sales may be limited in fiscal years 2000 and 2001, when most of our 1998 vintage will be released for sale. Factors which reduce the quantity of grapes may also reduce their quality, which in turn could reduce the quality or amount of wine we produce. A deterioration in the quality of our wines could harm our brand name, and a decrease in our production could reduce our sales and profits. Although we grow only a small portion of the grapes we use, our business is still subject to numerous agricultural risks. Most of the vineyards that supply our grapes are primarily planted to rootstocks believed to be resistant to Phylloxera, a pest that feeds on susceptible grape rootstocks. However, we cannot be certain that these vineyards, or vineyards from which we obtain grapes in the future, will not become susceptible to current or new strains of Phylloxera, plant insects or diseases. Any resulting reduction in grape supply could reduce our sales and profits. An oversupply of grapes may also harm our business by increasing the supply of wine sold by our competitors The recent increase in demand for premium wine has resulted in the planting of additional vineyards, both domestically and internationally, and the replanting of existing vineyards to greater densities, which could result in a significant increase in the supply of premium wine grapes. An oversupply of grapes may significantly increase the amount of premium wine produced. An increase in the supply of premium wine may reduce the price of premium wines. This oversupply of premium wines could harm our business because we only produce premium wines. Oversupply may also increase the amount of premium wine available to our distributors and retail outlets, which would increase competition in our distribution channels. The loss of Mr. Foster, Mr. Peterson or other key employees would damage our reputation and business We believe that our success largely depends on the continued employment of a number of our key employees, including W. Reed Foster, our chairman and chief executive officer, and Joel E. Peterson, our president and winemaker. Any inability or unwillingness of Mr. Foster, Mr. Peterson or other key management team members to continue in their present capacities could harm our business and our reputation. For instance, if Mr. Peterson's relationship with Ravenswood were to terminate for any reason, we would need to find a successor winemaker. We cannot be certain that we could find or hire a successor winemaker with skills equivalent to those of Mr. Peterson. 18 Because a significant amount of our sales is made through brokers, a change in our relationship with any of them could harm our business In the 1999 fiscal year, approximately 75% of our gross sales were made through brokers. A change in our relationship with any of our brokers could harm our business and reduce our sales. Our most successful broker was responsible for 22% of our gross sales in the 1999 fiscal year, and our ten most successful brokers were responsible for 70% of our gross sales in the 1999 fiscal year. Our sales outside of California largely depend on the use of distributors. Our ten largest distributors accounted for approximately 23% of our gross sales for the 1999 fiscal year, and we expect that sales to our ten largest distributors will continue to represent a substantial portion of our sales in the future. The laws and regulations of several states prohibit distributor changes except under limited circumstances. As a result, it may be difficult for us to replace distributors that do not perform adequately, which may reduce our sales and profits. Our business may be harmed if our distributors fail to market our products effectively We depend largely on our distributors in areas outside California to market our products to the restaurants and retail outlets they service. Other premium wine producers, as well as the producers of alternative beverages, compete for our distributors' marketing resources. A failure by our distributors to market our products as effectively as they, or other distributors, market our competitors' products could harm our business. The market price of our stock may fluctuate due to seasonal fluctuations in our wine sales, operating expenses and net income We experience seasonal and quarterly fluctuations in sales, operating expenses and net income. Generally, the second and third quarters of our fiscal year have lower sales volumes than the first and fourth quarters. We have managed, and will continue to manage, our business to achieve long-term objectives. In doing so, we may make decisions that we believe will enhance our long-term profitability, even if these decisions may reduce quarterly earnings. These decisions include: (a) when to release our wines for sale; (b) how to position our wines competitively; and (c) which grape and bulk wine sources to use to produce our wines. In addition, fluctuations in our distributors' inventory levels may affect our sales volume. These and other factors relating to seasonality and business decisions may cause fluctuations in the market price of our common stock. We also compete with popular low-priced "generic" wines and with beer and other alcoholic and non-alcoholic beverages both for demand and for access to distribution channels. Many of the producers of these beverages also have significantly greater financial, technical, marketing and public relations resources than we do. Our sales may be harmed to the extent any alternative beverages are introduced that compete with wine. We may not be able to compete successfully against these wine or alternative beverage producers. A reduction in our access to, or an increase in the cost of, the third-party services we use to produce our wine could harm our business We utilize several third-party facilities, of which there is a limited supply, for the production activities associated with our wines. Our inability in the future to use these or alternative facilities, at reasonable prices or at all, could increase the cost or reduce the amount of our production, which could reduce our sales and our profits. We do not have long-term agreements with any of these facilities. The activities conducted at 19 outside facilities include: (a) crushing; (b) fermentation; (c) storage; (d) blending; and (e) bottling. Our reliance on these third parties varies according to the type of production activity. As production increases, we must increasingly rely upon these third-party production facilities. Reliance on third parties will also vary with annual harvest volumes. A failure to complete the expansion of our facilities as planned could limit our production of wine and harm our business We are currently building a new facility, which we are calling the Quarry Facility, in order to increase our production capacity. While the Quarry Facility is still under construction, we crushed and fermented a portion of the 1999 harvest at the facility. Our failure to complete the Quarry Facility, or otherwise expand our production capabilities, would limit our production capacity, would require greater use of third-party production facilities, and could reduce our sales and/or profits. Upon its completion, we expect to use both the Quarry Facility and our current Gehricke Road Facility for a majority of our operations. We expect to utilize the Quarry Facility fully upon its completion. As a result, any further expansion of our production capacity may require us to use third-party production facilities or to continue to expand our own production capacity. Our failure to expand our production capacity, or to secure capacity from third parties, either at acceptable prices or at all, could limit our production and reduce our sales and/or profits. Adverse public opinion about alcohol may harm our business While a number of research studies suggest that moderate alcohol consumption may provide various health benefits, other studies conclude or suggest that alcohol consumption has no health benefits and may increase the risk of stroke, cancer and other illnesses. An unfavorable report on the health effects of alcohol consumption could significantly reduce the demand for wine, which could harm our business and reduce our sales and profits. In recent years, activist groups have used advertising and other methods to inform the public about the societal harms associated with the consumption of alcoholic beverages. These groups have also sought, and continue to seek, legislation to reduce the availability of alcoholic beverages, to increase the penalties associated with the misuse of alcoholic beverages, or to increase the costs associated with the production of alcoholic beverages. Over time, these efforts could cause a reduction in the consumption of alcoholic beverages generally, which could harm our business and reduce our sales and profits. Contamination of our wines would harm our business Because our products are designed for human consumption, our business is subject to hazards and liabilities related to food products, such as contamination. A discovery of contamination in any of our wines, through tampering or otherwise, could result in a recall of our products. Any recall would significantly damage our reputation for product quality, which we believe is one of our principal competitive assets, and could seriously harm our business and sales. Although we maintain insurance to protect against these risks, we may not be able to maintain insurance on acceptable terms and this insurance may not be adequate to cover any resulting liability. Increased regulatory costs or taxes would harm our financial performance The wine industry is regulated extensively by the Federal Bureau of Alcohol, Tobacco and Firearms, various foreign agencies, and state and local liquor 20 authorities. These regulations and laws dictate various matters, including: o Excise taxes o Licensing requirements o Trade and pricing practices o Permitted distribution channels o Permitted and required labeling o Advertising o Relationships with distributors and retailers Recent and future zoning ordinances, environmental restrictions and other legal requirements may limit our plans to expand our production capacity, as well as any future development of new vineyards and wineries. In addition, federal legislation has been proposed that could significantly increase excise taxes on wine. Other federal legislation has been proposed which would prevent us from selling wine directly through the mail or the Internet. This proposed legislation, or other new regulations, requirements or taxes could harm our business and operating results. Future legal or regulatory challenges to the wine industry could also harm our business and impact our operating results. Because our directors and officers have significant control over Ravenswood, other investors do not have as much influence on corporate decisions as they would if control were less concentrated Assuming conversion of all debentures held by our directors and executive officers and their respective affiliates, our directors and executive officers and their respective affiliates would beneficially own 2,178,541 shares of common stock, or approximately 42.9% of our outstanding common stock and common stock equivalents. Of these shares, 2,077,051 shares, plus an additional 19,530 shares not held of record by Ravenswood's affiliates, have been placed in a voting trust. The trustees of this voting trust are Messrs. Foster, Peterson, and Faggioli, and Ms. Konno, all of whom serve as directors of Ravenswood. As a result, Messrs. Foster, Peterson, and Faggioli and Ms. Konno have significant influence in the election of directors and the approval of corporate actions that must be submitted for a vote of shareholders. The interests of these affiliates may conflict with the interests of other shareholders, and the actions they take or approve may be contrary to those desired by the other shareholders. This concentration of ownership may also have the effect of delaying, preventing or deterring an acquisition of Ravenswood by a third party. Natural disasters, including earthquakes or fires, could destroy our facilities or our inventory The Gehricke Road Facility, the Quarry Facility and all of the third-party facilities we use to produce and store our wine are located in areas that are subject to earthquake activity. If we lost all or a portion of our wine prior to its sale or distribution as a result of earthquake activity, we would lose our investment in, and anticipated profits and cash flows from, that wine. Such a loss would seriously harm our business and reduce our sales and profits. In addition, we must store our wine in a limited number of locations for a period of time prior to its sale or distribution. Any intervening catastrophies, such as a fire, that result in the destruction of all or a portion of our wine would result in a loss of our investment in, and anticipated profits and cash flows from, that wine. Such a loss would seriously harm our business and reduce our sales and profits. 21 Our small size and relatively low trading volume may limit the market price, liquidity or trading volume of our stock Our small size and relatively low trading volume may reduce the amount of research coverage from market analysts. This reduced level of coverage may limit the market price, liquidity or trading volume of our common stock. 22 RAVENSWOOD WINERY, INC. PART II. OTHER INFORMATION Item 2. Changes in Securities and Use of Proceeds The following table describes the use of proceeds from Ravenswood's initial public offering in April 1999.
(IN THOUSANDS) Effective Date of the Company's Registration Statement: April 8, 1999 Commission File Number 333-71729 Date Offering Commenced: April 9, 1999 Date Offering Completed: Upon the sale of all the shares registered Names of Managing Underwriters: W. R. Hambrecht & Co., LLP Class of Securities Registered: Common Stock Shares Registered and Sold: 1,000* Sold by Company: 1,000* Sold by Shareholders: 0 Aggregate Price of Offering Amount Registered and Sold: $10,500 Gross Proceeds to Company: $10,500 Gross Proceeds to Selling Shareholders 0 Underwriter's Discounts and Commission Charged to the Company: $420 Other issuance costs: $552 Net offering proceeds to the Company: $9,528 Approximate use of net offering proceeds through December 31, 1999: Working capital $525 Retirement of debt $1,000 Expansion of production facilities $2,300 - - ----------- *In connection with the initial public offering, Ravenswood granted the underwriters an over-allotment option to purchase 150,000 additional shares of Ravenswood's common stock at the original initial public offering price. The option was not exercised.
Item 4. Submission of Matters to a Vote of Security Holders The following matters were submitted to the shareholders at Ravenswood's Annual Meeting of Shareholders held on November 4, 1999. Each of these matters was approved by a majority of the shares present at the meeting. (1) The uncontested reelection of each member of the Board of Directors: Name Shares Voted For Shares Withheld W. Reed Foster 4,012,584 400 Joel E. Peterson 4,012,584 400 Callie S. Konno 4,012,584 400 Justin M. Faggioli 4,012,584 400 James F. Wisner 4,012,584 400 Robert E. McGill III 4,012,584 400 23 (2) Ratification of the appointment of Ravenswood's Independent Auditors: Shares voted for: 4,011,890 Shares voted against: 704 Abstentions: 390 Broker Non-votes: none Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. Exhibit Number 27.1 Financial Data Schedule (b) Reports on Form 8-K. None. 24 RAVENSWOOD WINERY, INC. 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, thereunto duly authorized. Dated: February 11, 2000 Ravenswood Winery, Inc. /s/ Callie S. Konno ----------------------------------- Callie S. Konno Chief Financial Officer Dated: February 11, 2000 /s/ W. Reed Foster ----------------------------------- W. Reed Foster Chairman of the Board and Chief Executive Officer 25 EX-27.1 2 FINANCIAL DATA SCHEDULE
5 3-MOS JUN-30-1999 OCT-1-1999 DEC-31-1999 7,585,695 0 5,154,037 10,000 19,960,310 33,167,917 16,255,310 2,042,199 47,824,606 9,137,212 6,840,421 0 0 15,038,965 12,659,373 47,824,606 17,615,774 17,615,774 8,277,176 3,741,333 0 0 356,444 5,398,897 2,121,130 3,277,767 0 0 0 3,277,767 0.72 0.67
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