================================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended December 31, 2003
_________________________
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: 33-61516
__________________
THE ROBERT MONDAVI CORPORATION
Incorporated under the laws I.R.S. Employer Identification:
of the State of California 94-2765451
Principal Executive Offices:
7801 St. Helena Highway
Oakville, CA 94562
Telephone: (707) 259-9463
Indicate by check mark whether the registrant (1) has 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
------------ ------------
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes X No
------------ ------------
As of January 31, 2004, there were issued and outstanding 10,351,629 shares of
the issuer's Class A Common Stock and 6,065,718 share of the issuer's Class B
Common Stock.
================================================================================
1
PART I
Item 1. Financial Statements.
CONSOLIDATED BALANCE SHEETS
December 31, June 30,
----------------------------------
(In thousands, except share data) 2003 2003
----------------------------------
Unaudited
ASSETS
Current assets:
Cash.......................................................................... $ 4,808 $ 1,339
Accounts receivable, net...................................................... 110,467 96,111
Inventories................................................................... 421,921 392,635
Prepaid expenses and other current assets..................................... 7,819 12,545
---------- ----------
Total current assets........................................................ 545,015 502,630
Property, plant and equipment, net.............................................. 406,359 416,110
Investments in joint ventures................................................... 33,098 30,763
Other assets, net............................................................... 11,222 11,674
---------- ----------
Total assets............................................................ $ 995,694 $ 961,177
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings......................................................... $ - - $ 5,000
Accounts payable.............................................................. 54,262 28,727
Employee compensation and related costs....................................... 13,258 13,987
Accrued interest.............................................................. 6,792 7,115
Other accrued expenses........................................................ 14,820 7,317
Current portion of long-term debt............................................. 17,888 9,837
---------- ----------
Total current liabilities................................................... 107,020 71,983
Long-term debt, less current portion............................................ 367,022 397,889
Deferred income taxes........................................................... 36,640 30,610
Deferred executive compensation................................................. 7,374 6,508
Other liabilities............................................................... 3,031 3,193
---------- ----------
Total liabilities........................................................... 521,087 510,183
---------- ----------
Commitment and contingencies
Shareholders' equity
Preferred Stock: authorized - 5,000,000 shares;
issued and outstanding - no shares.......................................... - - - -
Class A Common Stock, without par value: authorized - 25,000,000 shares;
issued and outstanding - 10,083,970 and 9,734,645 shares.................... 97,280 95,909
Class B Common Stock, without par value: authorized - 12,000,000 shares;
issued and outstanding - 6,325,767 and 6,621,734 shares..................... 10,157 10,636
Paid in capital............................................................... 11,930 11,579
Retained earnings............................................................. 353,132 333,852
Accumulated other comprehensive income (loss):
Cumulative translation adjustment........................................... 2,027 (1,269)
Forward contracts........................................................... 81 287
---------- ----------
Total shareholders' equity................................................ 474,607 450,994
---------- ----------
Total liabilities and shareholders' equity.............................. $ 995,694 $ 961,177
========== ==========
See Notes to Consolidated Financial Statements.
2
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended Six Months Ended
December 31, December 31,
------------- -------------- -------------- -------------
(In thousands, except share data) 2003 2002 2003 2002
------------- -------------- -------------- -------------
Revenues............................................................. $ 154,890 $ 148,288 $ 263,676 $ 251,748
Less excise taxes.................................................... 7,549 7,194 12,398 12,048
------------ ------------- ------------- ------------
Net revenues......................................................... 147,341 141,094 251,278 239,700
Cost of goods sold................................................... 87,802 81,759 149,726 139,716
------------ ------------- ------------- ------------
Gross profit......................................................... 59,539 59,335 101,552 99,984
Selling, general and administrative expenses......................... 35,904 36,716 64,634 66,622
Special charges...................................................... - - 3,110 - - 3,110
------------ ------------- ------------- ------------
Operating income..................................................... 23,635 19,509 36,918 30,252
Other (income) expense:
Interest........................................................... 5,660 5,534 11,200 10,826
Equity (income) loss from joint ventures........................... 3,549 (1,074) (4,457) (8,395)
Other.............................................................. (427) (408) (187) (424)
------------ ------------- ------------- ------------
Income before income taxes........................................... 14,853 15,457 30,362 28,245
Provision for income taxes........................................... 5,421 5,718 11,082 10,450
============ ============= ============= ============
Net income........................................................... $ 9,432 $ 9,739 $ 19,280 $ 17,795
============ ============= ============= ============
Earnings per share - basic........................................... $ 0.58 $ 0.60 $ 1.18 $ 1.10
============ ============= ============= ============
Earnings per share - diluted......................................... $ 0.57 $ 0.59 $ 1.17 $ 1.09
============ ============= ============= ============
Weighted average number of shares outstanding - basic................ 16,365 16,235 16,361 16,225
============ ============= ============= ============
Weighted average number of shares outstanding - diluted.............. 16,513 16,383 16,447 16,372
============ ============= ============= ============
See Notes to Consolidated Financial Statements.
3
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
December 31,
----------------------------------
(In thousands) 2003 2002
----------------------------------
Cash flows from operating activities:
Net income............................................................................ $ 19,280 $ 17,795
Adjustments to reconcile net income to net cash flows
from operating activities:
Deferred income taxes............................................................... 3,158 (61)
Depreciation and amortization....................................................... 12,207 12,391
Equity income from joint ventures................................................... (4,457) (8,395)
Distributions of earnings from joint ventures....................................... 4,892 7,619
Special charges, net................................................................ - - 3,110
Net gain on sale of assets.......................................................... (1,493) - -
Other............................................................................... - - 1,099
Change in assets and liabilities, net of acquisitions:
Accounts receivable, net.......................................................... (14,356) (2,359)
Inventories....................................................................... (26,746) (52,039)
Other assets...................................................................... 5,387 (625)
Accounts payable and accrued expenses............................................. 32,375 48,605
Deferred executive compensation................................................... 866 671
Other liabilities................................................................. (162) (186)
---------- ----------
Net cash flows from operating activities.............................................. 30,951 27,625
---------- ----------
Cash flows from investing activities:
Acquisitions of property, plant and equipment......................................... (10,472) (18,241)
Proceeds from sale of assets.......................................................... 2,027 77
Contributions of capital to joint ventures............................................ - - (1,468)
Increase in restricted cash........................................................... (20) (42)
---------- ----------
Net cash flows from investing activities.............................................. (8,465) (19,674)
---------- ----------
Cash flows from financing activities:
Book overdraft........................................................................ - - 689
Net repayments under credit lines..................................................... (19,000) (6,500)
Proceeds from issuance of long-term debt.............................................. 4,375 6,822
Principal repayments of long-term debt................................................ (5,360) (9,368)
Proceeds of issuance of Class A Common Stock.......................................... - - 260
Exercise of Class A Common Stock options.............................................. 892 462
Other................................................................................. 76 (316)
---------- ----------
Net cash flows from financing activities.............................................. (19,017) (7,951)
---------- -----------
Net change in cash.................................................................... 3,469 - -
Cash at the beginning of the period................................................... 1,339 - -
---------- ----------
Cash at the end of the period......................................................... $ 4,808 $ - -
========== ==========
See Notes to Consolidated Financial Statements.
4
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, dollars in thousands, except share data)
NOTE 1 SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
In the opinion of management, the accompanying unaudited consolidated financial
statements contain all adjustments (which include only normal recurring
adjustments) necessary to present fairly the Company's financial position at
December 31, 2003, its results of operations for the three and six month periods
ended December 31, 2003 and 2002 and its cash flows for the six month periods
ended December 31, 2003 and 2002. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted from the accompanying consolidated financial statements. In
addition, certain fiscal 2003 balances have been reclassified to conform with
the current year presentation. For further information, reference should be made
to the consolidated financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2003, on
file at the Securities and Exchange Commission.
In January 2003, the Financial Accounting Standards Board (FASB) issued
Financial Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest
Entities", an interpretation of Accounting Research Bulletin No. 51
"Consolidated Financial Statements". Interpretation No. 46 establishes
accounting guidance for the consolidation of variable interest entities that
function to support the activities of the primary beneficiary and applies to any
business enterprise, both public and private, that has a controlling interest,
contractual relationship or other business relationship with a variable interest
entity. The Company maintains master lease facilities that enable the leasing of
certain real property (predominantly vineyards) to be constructed or acquired
and that qualify as variable interest entities with the Company as the primary
beneficiary. Accordingly, the Company has adopted the provisions of FIN 46,
effective July 1, 2003, and has included in its consolidated financial
statements the assets, and related liabilities, leased under its master lease
facilities. As a result, property, plant, and equipment and long-term debt were
increased by $114,095 and $114,557, respectively, and inventory, deferred income
tax liabilities and retained earnings were decreased by $1,754, $826, and
$1,390, respectively, at June 30, 2003. Also, as encouraged by the
Interpretation, the Company has restated prior period financial statements back
to July 1, 2001. As a result, property, plant, and equipment and long-term debt
were increased by $111,484 and $111,431, respectively, and inventory, deferred
income tax liabilities and retained earnings were decreased by $1,611, $583, and
$975, respectively, at December 31, 2002. Net income for the quarter ended
December 31, 2002, was reduced by $98. On July 1, 2001, property, plant, and
equipment and long-term debt were increased by $88,292. In December 2003, the
FASB issued a revised Interpretation No. 46, ("FIN 46R"), which clarified and
enhanced the provisions of FIN 46. The Company is required to adopt FIN 46R in
the three months ending March 31, 2004. The Company has carried out a
preliminary evaluation of FIN 46R and, based on this evaluation, does not
believe that the adoption will have a significant impact on it's financial
condition, results of operations or cash flows.
Earnings per share
Diluted earnings per share is computed by dividing net income by the sum of the
weighted average number of Class A and Class B common shares outstanding plus
the dilutive effect, if any, of common share equivalents for stock option
awards. Potentially dilutive securities are excluded from the computation of
diluted earnings per share if their inclusion would have an antidilutive effect.
These antidilutive securities, which consisted solely of stock options, stated
as equivalent shares of common stock, amounted to 868,000 and 943,000,
respectively, for the three months ended December 31, 2003 and 2002, and
1,160,000 and 1,005,000, respectively, for the six months ended December 31,
2003 and 2002, respectively.
In computing basic earnings per share for all periods presented, no adjustments
have been made to net income (numerator) or weighted-average shares outstanding
(denominator). The computation of diluted earnings per share for all periods is
identical to the computation of basic earnings per share except that the
weighted-average shares outstanding (denominator) has been increased by 148,000
for the three months ended December 31, 2003 and 2002, and by 86,000 and
147,000, respectively, for the six months ended December 31, 2003 and 2002, to
include the dilutive effect of stock options outstanding.
Derivative instruments and hedging activities
The Company has only a limited involvement with derivative instruments and does
not use them for trading purposes. Forward exchange contracts, generally with
average maturities of less than one year, are used as protection against the
risk that the eventual U.S. dollar cash flows resulting from certain
unrecognized firm purchase commitments and forecasted transactions denominated
in foreign currencies will be adversely affected by changes in exchange rates.
The derivative financial instruments associated with unrecognized firm purchase
commitments are designated as fair-value hedges. The derivative financial
instruments associated with forecasted transactions are designated as cash-flow
hedges.
5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, dollars in thousands)
At December 31, 2003, the Company had outstanding forward exchange contracts,
hedging primarily Australian dollar purchases of software, with notional amounts
totaling $659. Using exchange rates outstanding as of December 31, 2003, the
U.S. dollar equivalent of the contracts totaled $888.
During the second quarter of fiscal 2004, the Company entered into two interest
rate swap agreements, with a total notional amount of $95,000, with the
objective to both take advantage of the current low interest rate environment
and to protect against further increases in the fair value of the Company's debt
due to further declines in rates. These swap agreements have been designated as
fair-value hedges of certain of the Company's fixed rate debt, effectively
converting them to variable rate obligations indexed to LIBOR. The variable rate
interest to be paid by the Company will be based on 6-month LIBOR plus a spread
of 2.1%. The swap has been marked to fair value at December 31, 2003, in the
Consolidated Balance Sheets, resulting in the recording of a swap liability of
$229.
Stock-based compensation
The Company measures compensation cost for employee stock options and similar
equity instruments using the intrinsic value method described in Accounting
Principles Board Opinion No. 25 (APB No. 25), "Accounting for Stock Issued to
Employees," and related interpretations. In accordance with APB No. 25, the
compensation cost for stock options is recognized in income based on the excess,
if any, of the quoted market price of the stock at the grant date of the award
or other measurement date over the amount an employee must pay to acquire the
stock. No stock-based employee compensation cost is reflected in net income for
the three and six month periods ended December 31, 2003 or 2002 as all options
granted had an exercise price equal to or greater than the fair market value of
the underlying common stock on the date of grant. The Company utilizes the
disclosure-only provisions of Statement of Financial Accounting Standards No.
123, "Accounting for Stock-Based Compensation," as amended by Statement 148.
The following table illustrates the effect on net income and earnings per share
if the Company had applied the fair value recognition provisions of Statement
123 to stock-based employee compensation.
Three Months Ended Six Months Ended
December 31, December 31,
------------- ------------ ------------ ------------
2003 2002 2003 2002
------------- ------------ ------------ ------------
Net income, as reported............................................ $ 9,432 $ 9,739 $ 19,280 $ 17,795
Less total stock-based compensation expense determined under
fair value based method for all awards, net of tax effects...... (667) (736) (1,421) (1,563)
------- ------- --------- ---------
Pro forma net income............................................... $ 8,765 $ 9,003 $ 17,859 $ 16,232
======= ======= ========= =========
Earnings per share:
Basic, as reported............................................... $ 0.58 $ 0.60 $ 1.18 $ 1.10
======= ======= ========= =========
Basic, pro forma................................................. $ 0.54 $ 0.55 $ 1.09 $ 1.00
======= ======= ========= =========
Diluted, as reported............................................. $ 0.57 $ 0.59 $ 1.17 $ 1.09
======= ======= ========= =========
Diluted, pro forma............................................... $ 0.53 $ 0.55 $ 1.09 $ 0.99
======= ======= ========= =========
For purposes of calculating compensation cost using the fair value-based method,
the fair value of each option grant is estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted-average
assumptions used for grants in fiscal 2004 and 2003, respectively: dividend
yield of 0% for all periods; expected volatility of 42% and 43%; risk-free
interest rates of 3.08% and 3.18%; and expected lives of three to five years for
all periods. The weighted-average grant-date fair value of options granted
during fiscal 2004 and 2003, respectively, was $11.27 and $13.54 per share.
6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, dollars in thousands)
NOTE 2 INVENTORIES
Inventories consist of the following:
December 31, June 30,
---------------------------
2003 2003
---------------------------
Wine in production......................... $ 265,662 $ 224,064
Bottled wine............................... 146,817 145,842
Crop costs and supplies.................... 9,442 22,729
----------- -----------
$ 421,921 $ 392,635
=========== ===========
Inventories are valued at the lower of cost or market. Inventory and cost of
goods sold are determined using the first-in, first-out (FIFO) method. Costs
associated with growing crops, winemaking and other costs associated with the
manufacturing of product for resale are recorded as inventory. The Company's
acquisition of Arrowood Vineyards and Winery in fiscal 2001 resulted in the
allocation of purchase price to inventories in excess of book value. This
difference between the original book value and the fair market value of the
inventory upon acquisition is referred to as inventory step-up. Included in
inventory at December 31, 2003 and June 30, 2003, respectively, was $1,129 and
$2,837 of inventory step-up remaining from the acquisition.
NOTE 3 INVESTMENTS IN JOINT VENTURES
December 31, June 30,
---------------------------
Investments in joint ventures are as follows: 2003 2003
---------------------------
Opus One................................... $ 13,509 $ 10,695
Chile...................................... 2,261 6,160
Italy...................................... 7,641 6,662
Ornellaia.................................. 6,705 4,334
Australia.................................. 2,642 2,295
Other...................................... 340 617
---------- ----------
$ 33,098 $ 30,763
========== ==========
The Company's interest in income and losses for each joint venture is equal to
its ownership percentage. The Opus One joint venture is a general partnership,
of which the Company has a 50% general partnership interest. The Ornellaia joint
venture is a C-Corporation, of which the Company has a 50% interest. The Italy
joint venture is a limited liability company, of which the Company has a 50%
interest. The Australia joint venture operates through two entities: a limited
liability company, of which the Company owns a 50% interest; and a general
partnership, of which the Company has a 50% general partnership interest. Prior
to September 2003, the Chile joint venture was a single corporation, of which
the Company owned a 50% interest. During September 2003, the joint venture was
split into two new corporations in order to separate the Sena and Arboleda
brands and assets from the Caliterra brand and assets. The Company had a 50%
interest in each of the new corporations. In January 2004, the Company sold its
50% interest in the corporation holding the Caliterra brand and assets ("Vina
Caliterra") to its joint venture partner for $1,673 (see Assets Held for Sale
below).
The Company's investment in each joint venture increases or decreases each
period for its share of income and losses (equity income) from each joint
venture and for any contributions of capital to or distributions of earnings
from the joint ventures. During the quarter ended December 31, 2003, total
distributions of $4,892 were made from the Company's joint ventures; however,
there were no contributions of capital.
The condensed combined statements of operations of the joint ventures are
summarized below. The Company's equity income from joint ventures differs from
the amount that would be obtained by applying the Company's ownership interest
to the net income of these entities due to the elimination of intercompany
profit in inventory.
7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, dollars in thousands)
Statements of Operations Three Months Ended Six Months Ended
December 31, December 31,
------------- ------------ ------------ ---------
2003 2002 2003 2002
------------- ------------ ------------ ---------
Net revenues..................................................... $ 24,523 $ 15,043 $ 51,015 $ 52,396
Cost of goods sold............................................... 11,227 6,982 16,992 16,932
-------- -------- --------- ---------
Gross profit..................................................... 13,296 8,061 34,023 35,464
Other expenses................................................... 10,323 6,194 17,143 17,869
-------- -------- --------- ---------
Net income....................................................... $ 2,973 $ 1,867 $ 16,880 $ 17,595
======== ======== ========= =========
NOTE 4 ASSETS HELD FOR SALE
During the second quarter of fiscal 2004, the Company decided to sell its joint
venture investment in Vina Caliterra. As a result, the Company recorded an
impairment loss of $6,075 for the difference between the carrying value and fair
value less costs to sell at December 31, 2003. The loss is included in Equity
Income (Loss) from Joint Ventures in the Consolidated Statement of Income. The
sale of Vina Caliterra was completed on January 22, 2004, for an amount equal to
the impaired value.
During fiscal 2003, the Company determined that certain of its vineyard and
other assets were no longer expected to fit its long-term grape sourcing needs
or meet its long-term financial objectives. At that time, assets with a combined
book value of $57,752 were identified for potential future sale. These assets
are expected to be held and used while the Company pursues the sale of the
assets. At December 31, 2003, the net book value of the remaining assets held
for sale totaled $42,178. The Company believes that this value is recoverable
and it does not exceed fair value. As of December 31, 2002, the Company had
agreed to sell one of its vineyard properties for an amount lower than its book
value, less costs required to sell the property. As a result, the Company
recorded an asset impairment charge of $3,110 during the second quarter of
fiscal 2003, which is included in Special Charges in the Consolidated Statements
of Income. The sale of the property was completed in the third quarter of fiscal
2003.
During the first quarter of fiscal 2004, the Company sold a non-strategic asset
to a related party at a price determined using independent appraisers. The
transaction resulted in a gain of $1,965 and was included in Selling, General
and Administrative Expenses in the Consolidated Statements of Income.
NOTE 5 COMPREHENSIVE INCOME
Comprehensive income includes revenues, expenses, gains and losses that are
excluded from net income, including foreign currency translation adjustments and
unrealized gains and losses on certain derivative financial instruments
designated as cash-flow hedges. Comprehensive income for the three and six
months ended December 31, 2003 and 2002 was as follows:
Three Months Ended Six Months Ended
December 31, December 31,
------------- ------------ ------------ --------
2003 2002 2003 2002
------------- ------------ ------------ --------
Net income................................................. $ 9,432 $ 9,739 $ 19,280 $ 17,795
Foreign currency translation adjustment, net of tax........ 2,387 355 3,296 (96)
Forward contracts, net of tax.............................. 117 (19) (206) 132
-------- -------- --------- ---------
Comprehensive income....................................... $ 11,936 $ 10,075 $ 22,370 $ 17,831
======== ======== ========= =========
8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, dollars in thousands)
NOTE 6 COMMITMENTS AND CONTINGENCIES
The Company has contracted with various growers and certain wineries to supply a
large portion of its future grape requirements and a smaller portion of its
future bulk wine requirements. These contracts range from one-year spot market
purchases to longer-term agreements. While most of these contracts call for
prices to be determined by market conditions, many long-term contracts also
provide minimum grape or bulk wine purchase prices. The ultimate amount due
under any of these contracts cannot be determined until the end of each year's
harvest because the contracted amount varies based on vineyard grape yields,
grape quality and grape market conditions.
The Company is subject to litigation in the ordinary course of business. In the
opinion of management, the ultimate outcome of existing litigation will not have
a material adverse effect on the Company's consolidated financial condition,
results of its operations, or cash flows.
NOTE 7 SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest, net of amounts capitalized, was $11,523 and $11,393 for
the six month periods ended December 31, 2003 and 2002, respectively. Cash paid
for income taxes was $58 and $4,258 for the six month periods ended December 31,
2003 and 2002, respectively.
During the six months ended December 31, 2003, the Company completed the sale
and subsequent leaseback of certain equipment. Proceeds from the sale totaled
$7,712, which resulted in a loss on disposition of $434. The new lease has been
accounted for as an operating lease, has a term of approximately five years, and
has lease payments totaling $621 per year.
9
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
INTRODUCTION
The Company is a leading producer and marketer of premium table wines. The
Company operates in one business segment (premium table wine). Its core brands
include Robert Mondavi Winery, Robert Mondavi Private Selection and Woodbridge.
The Company's smaller wineries include Byron in Santa Maria and Arrowood in
Sonoma, as well as four international joint ventures. The Company produces Opus
One in partnership with the Baron Philippe de Rothschild of Chateau Mouton
Rothschild of Bordeaux, France; Luce, Lucente, Danzante and Ornellaia in
partnership with Marchesi de'Frescobaldi of Tuscany, Italy; Sena and Arboleda in
partnership with the Eduardo Chadwick family of Vina Errazuriz in Chile; and
Talomas and Kirralaa in partnership with the Robert Oatley family and Southcorp
Limited.
Sales volume for the second quarter ended December 31, 2003, increased by 3.5%
to 3.1 million cases and net revenues increased by 4.4% to $147.3 million. The
Company reported net income of $9.4 million, or $0.57 per share-diluted, for the
period ended December 31, 2003, compared to net income of $9.7 million, or $0.59
per share-diluted, a year ago. Sales volume for the six months ended December
31, 2003, increased by 2.9% to 5.3 million cases and net revenues increased by
4.8% to $251.3 million. The Company reported net income of $19.3 million, or
$1.17 per share-diluted, versus $17.8 million, or $1.10 per share-diluted, a
year ago. The year to date change in net revenues and net income from the same
period last year is detailed below in the Results of Operations discussion, but
can be primarily linked to the Company's increased investment in its core
brands, continued development of new products, the positive impact from the
streamlining of the Company's operations and organization structure in the
second half of fiscal 2003. The Company's current year-to-date results include a
net gain of $1.5 million related to the sale of certain non-strategic assets
during the first quarter and an asset impairment loss of $6.1 million during the
second quarter related to the Company's joint venture investment in Chile. Refer
to the Company's Annual Report on Form 10-K for the fiscal year ended June 30,
2003, for further discussion of the operations and organizational changes.
RESULTS OF OPERATIONS
Second Quarter of Fiscal 2004 Compared to Second Quarter of Fiscal 2003
Net Revenues - Net revenues increased by 4.4% to $147.3 million and shipments
rose 3.5% to 3.1 million cases. The increase in volume is driven by growth in
the Robert Mondavi Winery brand, Robert Mondavi Private Selection brand and the
Company's import portfolio, which increased 13.8%, 7.3% and 38.0%, respectively,
and from the introduction of several new products, including Papio and
Woodbridge Select Vineyard Series. The increase in net revenues, incremental to
volume, is a result of positive sales mix towards brands with higher net
revenues per case, which increased to $46.98 in the current quarter from $46.55
in the prior year's quarter, offset by increased promotional spending. Net
revenues also includes revenue from the sale of grapes and surplus bulk wines,
which increased by $2.4 million from the prior year.
Cost of Goods Sold - Cost of goods sold increased by 7.4% to $87.8 million,
reflecting a $2.8 million increase from incremental sales volume of 3.5%, an
increase of $2.5 million due to the shift in product mix toward brands with both
higher net revenues per case and higher costs per case, and an increase of $0.8
million from the prior year quarter in the cost associated with sales of grapes
and surplus bulk wine.
Gross Profit - As a result of the above factors, the gross profit percentage
decreased to 40.4% from 42.1% in the same period last year.
Selling, General and Administrative Expenses - Selling, general and
administrative expenses decreased by $0.8 million, or 2.2% and the ratio of
selling, general and administrative expenses to net revenues decreased to 24.4%
from 26.0% a year ago, reflecting general and administrative cost savings
resulting from the fiscal 2003 organization changes coupled with volume
leverage.
Special Charges - During the second quarter of fiscal 2003, the Company recorded
$3.1 million in special charges related to the impairment of certain vineyard
assets that no longer met the Company's long-term financial or sourcing
objectives.
Interest - Interest expense increased by $0.1 million or 2.3%, primarily
reflecting a $0.4 million decrease in capitalized interest resulting from the
completion of certain capital and vineyard development projects that was
partially offset by a decrease in average borrowings outstanding and lower
interest rates.
10
Equity Income from Joint Ventures - The Company reported an equity loss from
joint ventures of $3.5 million compared to income of $1.1 million in the prior
year quarter, primarily reflecting a $6.1 million asset impairment charge
recorded in connection with the Company's decision to sell its investment in the
brand and assets of its Caliterra joint venture. The sale was completed on
January 22, 2004. The loss was offset by increased income from Opus One and
Ornellaia of $1.4 million and $0.2 million, respectively, compared to prior
year's quarter.
Income Tax Provision - The Company's effective tax rate was 36.5% compared to
37.0% last year.
Net Income and Earnings Per Share - As a result of the above factors, the
Company reported net income of $9.4 million, or $0.57 per share-diluted,
compared to net income of $9.7 million, or $0.59 per share-diluted, a year ago.
First Six Months of Fiscal 2004 Compared to the First Six Months of Fiscal 2003
Net Revenues - Net revenues increased by 4.8% to $251.3 million and shipments
rose 2.9% to 5.3 million cases. The increase in volume is driven by growth in
the Robert Mondavi Winery brand, Robert Mondavi Private Selection brand and the
Company's import portfolio, which increased 16.0%, 7.9% and 32.0%, respectively,
and from the introduction of several new products, including Papio and
Woodbridge Select Vineyard Series. The increase in net revenues, incremental to
volume, is a result of positive sales mix towards brands with higher net
revenues per case, which increased to $47.72 in the current quarter from $46.82
in prior year. Net revenues also includes revenue from the sale of surplus bulk
wines and grapes, which increased by $2.1 million from the prior year. The
increase was partially offset by a $6.3 million increase in promotional
allowances compared to prior year.
Cost of Goods Sold - Cost of goods sold increased by 7.2% to $149.7 million,
reflecting a $3.9 million increase from incremental sales volume of 2.9%, an
increase of $5.2 million due to the shift in product mix toward brands with both
higher net revenues per case and higher costs per case, and an increase of $0.9
million from the prior year in the cost associated with sales of grapes and
surplus bulk wines.
Gross Profit - As a result of the above factors, the gross profit percentage
decreased to 40.4% from 41.7% in the same period last year.
Selling, General and Administrative Expenses - Selling, general and
administrative expenses decreased by $2.0 million, or 3.0%, reflecting a net
gain of $1.5 million related to the sale of certain non-strategic assets offset
by additional sales and marketing spending in support of the increase in sales
which occurred in the first quarter of the current fiscal year. The ratio of
selling, general and administrative expenses to net revenues decreased to 25.7%
from 27.8% a year ago, reflecting the net gain noted above coupled with general
and administrative cost savings resulting from the fiscal 2003 organization
changes.
Special Charges - As noted earlier, the Company recorded $3.1 million in special
charges related to the impairment of certain vineyard assets held for sale
during the second quarter of fiscal 2003.
Interest - Interest expense increased by $0.4 million or 3.5%, primarily
reflecting a $0.8 million decrease in capitalized interest resulting from the
completion of certain capital and vineyard development projects that was
partially offset by a decrease in average borrowings outstanding due to cash
generated from operations and lower interest rates.
Equity Income from Joint Ventures - The Company reported equity income from
joint ventures of $4.5 million compared to income of $8.4 million in the prior
year. The decrease is primarily a result of the $6.1 million impairment charge
noted above offset by increased income from Opus One and the Company's Italian
joint ventures of $0.5 million and $1.7 million, respectively, compared to prior
year.
Income Tax Provision - The Company's effective tax rate was 36.5% compared to
37.0% last year.
Net Income and Earnings Per Share - As a result of the above factors, the
Company reported net income of $19.3 million, or $1.17 per share-diluted,
compared to net income of $17.8 million, or $1.09 per share-diluted, a year ago.
LIQUIDITY AND CAPITAL RESOURCES
Working capital as of December 31, 2003, was $438.0 million compared to $430.6
million at June 30, 2003. The $7.4 million increase in working capital was
primarily attributable to a $14.4 million seasonal increase in accounts
receivable and a $29.3 million increase in inventories, which is a result of the
harvest. This is offset by an increase of $35.0 million in current liabilities,
primarily financing grower payables.
11
Cash provided by operations totaled $31.0 million, primarily reflecting net
income of $19.3 million, $10.7 million of non-cash items (depreciation,
amortization, and net gain on sale of assets), an increase in deferred tax
liabilities of $3.2 million, $0.4 million of equity income from joint ventures
(net of distributions from joint ventures during the period) offset by a $2.6
million net change in current and other assets and liabilities. Cash used in
investing activities totaled $8.5 million, primarily reflecting $10.5 million of
capital purchases offset by proceeds of $2.0 million from the sale of certain
assets. Cash used in financing activities totaled $19.0 million, primarily
reflecting net repayments of debt. As a result of these activities, the Company
increased cash on hand from $1.3 million at June 30, 2003 to $4.8 million at
December 31, 2003.
The Company has an unsecured credit line that has maximum credit availability of
$150.0 million and expires on December 14, 2004. The Company had no amounts
outstanding under this facility at December 31, 2003. The Company also has
$384.9 million of fixed rate debt and capital lease obligations outstanding at
December 31, 2003, of which $17.9 million is classified as current at quarter
end.
The Company maintains master lease facilities that provide the capacity to fund
up to $129.4 million, of which $111.1 million had been utilized as of December
31, 2003. The facilities enable the Company to lease certain real property to be
constructed or acquired. The leases have initial terms of three to seven years,
after a construction period, with options to renew. The Company may, at its
option, purchase the property under lease during or at the end of the lease
term. If the Company does not exercise the purchase option, the Company will
guarantee a residual value of the property under lease, which was approximately
$92.2 million as of December 31, 2003. Effective July 1, 2003, the Company
adopted the provisions of FIN 46, and included in its consolidated financial
statements the assets, and related liabilities, leased under the master lease
facilities. Also, as encouraged by the FIN 46, the Company has restated prior
period financial statements. The assets leased under these facilities have
historically been included in the financial covenants of the Company's debt
agreements and in the evaluation of the Company's creditworthiness by its banks.
The premium wine industry is a capital intensive business, due primarily to the
lengthy aging and processing cycles involved in premium wine production.
Historically, the Company has financed its operations and capital spending
principally through borrowings, as well as through internally generated funds.
The Company projects continued capital spending over the next several years to
expand production capacity, purchase barrels and complete its vineyard
development. The Company currently expects its capital spending requirements to
be between $25 million and $30 million for fiscal 2004.
Management believes that the Company will support its operating and capital
needs and its debt service requirements through internally generated funds for
the foreseeable future, but will utilize available short-term borrowings to
support seasonal and quarterly fluctuations in cash requirements.
12
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
There were no material changes from the items disclosed in the Company's Annual
Report on Form 10-K for the fiscal year ended June 30, 2003, on file at the
Securities and Exchange Commission.
Item 4. Controls and Procedures.
The Registrant carried out an evaluation, under the supervision and with the
participation of the Registrant's management, including the Registrant's Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
Registrant's disclosure controls and procedures, as defined in Rules 13a-15(e)
and 15d-15(e) of the Securities and Exchange Act of 1934. Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that the Registrant's disclosure controls and procedures as of
December 31, 2003 were effective to ensure that information required to be
disclosed by the Registrant in reports that it files or submits under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission's rules
and forms.
The Company does not expect that its disclosure controls and procedures will
prevent all error and all fraud. A control procedure, no matter how well
conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control procedure are met. Because of the inherent
limitations in all control procedures, no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any,
within the Company have been detected. These inherent limitations include the
realities that judgments in decision-making can be faulty, and that breakdowns
can occur because of simple error or mistake. Additionally, controls can be
circumvented by the individual acts of some persons, by collusion of two or more
people, or by management override of the control. The design of any control
procedure also is based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions; over time,
controls may become inadequate because of changes in conditions, or the degree
of compliance with the policies or procedures may deteriorate. Because of the
inherent limitations in a cost-effective control procedure, misstatements due to
error or fraud may occur and not be detected.
There were no changes in the Registrant's internal control over financial
reporting that occurred during the quarter ended December 31, 2003 that have
materially affected, or are reasonably likely to materially affect, the
Registrant's internal control over financial reporting.
PART II
Item 1. Legal Proceedings.
The Company is subject to litigation in the ordinary course of its business. In
the opinion of management, the ultimate outcome of existing litigation will not
have a material adverse effect on the Company's consolidated financial
condition, the results of its operations or its cash flows.
Item 4. Submission of Matters to a Vote of Security Holders.
The Company's Annual Meeting of Shareholders was held on December 12, 2003, at
the Napa Valley Marriott, Napa, California. Three matters were submitted to a
vote of shareholders: election of directors; ratification of
PricewaterhouseCoopers LLP as the Company's independent auditors for the fiscal
year ending June 30, 2004; and an amendment of the 1993 Equity Incentive Plan to
reserve an additional 900,000 shares of Class A Common Stock for issuance under
that plan.
Philip Greer, Anthony Greener and John Thompson were nominated as Class A
directors. 6,856,883 Class A shares were voted for Mr. Greer and 799,742 shares
were withheld. 6,724,610 Class A shares were voted for Mr. Greener and 932,015
shares were withheld. 6,735,758 Class A shares were voted for Mr. Thompson and
920,867 shares were withheld. Accordingly, Mssrs. Greer, Greener and Thompson
were re-elected as Class A directors.
R. Michael Mondavi, Marcia Mondavi Borger, Timothy J. Mondavi, Frank E. Farella,
Gregory M. Evans, Adrian Bellamy and Ted W. Hall were nominated as Class B
directors. 6,498,195 Class B shares were voted for each of them. Accordingly,
Mr. Hall was elected and each of the other Class B nominees was re-elected to
the Board.
13
72,480,053 votes were cast in favor of the ratification of
PricewaterhouseCoopers LLP, 153,382 votes were cast against and 5,140 votes
abstained. Accordingly, the selection of PricewaterhouseCoopers LLP as
independent auditors was ratified.
66,563,709 votes were cast in favor of the ratification of the amendment to the
1993 Equity Incentive Plan, 4,792,796 votes were cast against and 1,282,070
votes abstained. Accordingly, the amendment of the plan was adopted as proposed.
Item 5. Other Information.
On January 9, 2004 Ted Hall was appointed the Company's non-executive Chairman
of the Board. Mr. Hall has a contract with the Company pursuant to which the
Company will pay (i) to Long Meadow Ranch a one-time payment of $750,000 to
compensate Long Meadow Ranch for the loss of Mr. Hall's full-time services, and
(ii) to Mr. Hall a monthly fee of $50,000 and a minimum annual cash bonus of
$400,000 for his services as Chairman. He is expected to devote about 40% of his
professional time to the Company. Mr. Hall's contract was approved by the
Nominating and Governance Committee, based on its evaluation of Mr. Hall's
strategic expertise, his experience in advising other entrepreneurial companies
whose founding families retain a significant ownership position, his commitment
of time above and beyond that typically expected from a non-executive chairman,
and the value of his services, compared to market rates for similar services, to
the Company.
Item 6. Exhibits and Reports on Form 8-K.
1) Exhibits:
Exhibit 10.57 Second Amendment, dated as of October 30, 2003, to $150,000,000 Syndicated
Senior Credit Facility dated as of December 14, 2001.
Exhibit 10.58 Agreement, dated January 8, 2004 between Registrant
and Ted Hall.
Exhibit 10.59 ISDA Master Agreement and Schedule to the Master Agreement, dated December 15,
2003 between Registrant and BNP Paribas.
Exhibit 10.60 ISDA Master Agreement and Schedule to the Master Agreement, dated December 23,
2003 between Registrant and Harris Trust and Savings Bank.
Exhibit 31.1 Certification by Gregory M. Evans pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 1934
Exhibit 31.2 Certification by Henry J. Salvo, Jr. pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 1934
Exhibit 32.1 Certification by Gregory M. Evans pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2 Certification by Henry J. Salvo, Jr. pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
2) Form 8-K:
A Current Report on Form 8-K was filed on January 22, 2004,
in which the Company announced changes to its Chilean joint
venture.
A Current Report on Form 8-K was filed on January 29, 2004,
in which the Company announced results for its second
quarter of fiscal 2004.
14
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 thereunto duly authorized.
THE ROBERT MONDAVI CORPORATION
Dated: February 17, 2004 By /s/ HENRY J. SALVO, JR.
__________________________
Henry J. Salvo, Jr.
Chief Financial Officer
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, projections or
predictions about the Company's future growth, 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 worldwide conflict, reduced consumer spending, or changes in consumer
preferences could reduce demand for the Company's wines. Similarly, increased
competition or changes in tourism to the Company's 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, which in turn could impact the Company's profit margins. 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, 2003, 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.
15