Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
(Mark one)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 1993
______________________
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 No. 0-7570,
______
Delaware Canandaigua Wine Company, Inc. and its 16-0716709
subsidiaries
New York Batavia Wine Cellars, Inc. 16-1222994
Delaware Bisceglia Brothers Wine Co. 94-2248544
California California Products Company 94-0360780
New York Guild Wineries & Distilleries, Inc. 16-1401046
South Carolina Tenner Brothers, Inc. 57-0474561
New York Widmer's Wine Cellars, Inc. 16-1184188
Delaware Barton Incorporated 36-3500366
Delaware Barton Brands, Ltd. 36-3185921
Maryland Barton Beers, Ltd. 36-2855879
Connecticut Barton Brands of California, Inc. 06-1048198
Georgia Barton Brands of Georgia, Inc. 58-1215938
New York Barton Distillers Import Corp. 13-1794441
Delaware Barton Financial Corporation 51-0311795
Wisoncsin Stevens Point Beverage Co. 39-0638900
New York Monarch Wine Company, Limited Partnership 36-3547524
Illinois Barton Management, Inc. 36-3539106
New York Vintners International Company, Inc. 16-1443663
_____________ _______________________________________ __________
(State or other (Exact Name of registrant as specified (I.R.S.
incorporation or in its charter) Employer
organization) Identification
Number)
116 Buffalo Street, Canandaigua, New York 14424
___________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (716)394-7900
_____________
Former Name, Former Adress and Former Fiscal Year, if Changed Since
Last Report
Indicate by check 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 wasrequired 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 each of the classes of common
stock of Canandaigua Wine Company, Inc. as of January 5, 1994 is
set forth below (all of the registrants, other than Canandaigua Wine Company,
Inc. are direct or indirect wholly owned subsidiaries of Canandaigua
Wine Company, Inc.).
Class Number of Shares
Outstanding
Class A Common Stock,
Par Value $.01 Per Share 12,548,946
Class B Convertible Common Stock,
Par Value $.01 Per Share 3,399,451
Part 1 - Financial Information
Item 1. Financial Statements
CANANDAIGUA WINE COMPANY, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
November 30,
1993 August 31,
(Unaudited) 1993
____________ ___________
Assets
______
Current Assets:
Cash and equivalents $ 3,495,415 $ 3,717,782
Accounts receivable 123,405,262 75,908,946
Inventories 249,383,577 147,165,267
Prepaid expenses and other current assets 14,910,606 17,262,919
____________ ____________
Total Current Assets $391,194,860 $244,054,914
Property, Plant and Equipment, at cost, less
accumulated depreciation 159,422,486 78,600,281
Other Assets 33,611,988 32,527,291
____________ ____________
Total Assets $584,229,334 $355,182,486
____________ ____________
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt $ 12,091,368 $ 11,828,000
Notes Payable - banks 70,500,000 9,000,000
Accounts payable - trade 45,945,977 41,288,481
Federal and state income taxes 3,060,278 950,509
Federal and state excise taxes 13,433,764 11,194,941
Accrued salaries, bonuses and commissions 4,931,962 4,276,960
Other accrued liabilities 34,636,310 16,499,606
Deferred income taxes 1,763,241 1,763,241
____________ ____________
Total Current Liabilities $186,362,900 $ 96,801,738
Long-Term Debt, less current portion $179,207,008 $108,303,233
____________ ____________
Deferred Income Taxes $ 20,629,329 $ 20,629,329
____________ ____________
Other Long-Term Liabilities $ 3,304,046 $ 3,344,414
____________ ____________
Stockholders' Equity
Class A Common Stock, $.01 par value -
Authorized 60,000,000 shares;
Issued, 13,789,197 at November 30, 1993
and 10,543,645 at August 31, 1993 $ 137,892 $ 105,439
Class B Convertible Common Stock, $.01 par value
Authorized 20,000,000 shares;
Issued, 4,059,176 at November 30, 1993
and 4,068,576 at August 31, 1993 40,592 40,685
Additional paid-in capital 110,138,649 47,201,942
Retained earnings 92,178,537 86,525,325
___________ ___________
202,495,670 133,873,391
___________ ___________
Less Treasury Stock
Class A Common Stock, 1,274,251 shares at
November 30, 1993 and
August 31, 1993, at cost (5,563,096) (5,563,096)
Class B Convertible Common Stock, 625,725
shares at November 30, 1993 and
August 31, 1993, at cost (2,206,523) (2,206,523)
____________ ___________
Total Stockholders' Equity $194,726,051 $126,103,772
____________ ____________
Total Liabilities and Stockholders' Equity $584,229,334 $355,182,486
____________ ____________
The accompanying notes to consolidated financial statements
are an integral part of these statements.
CANANDAIGUA WINE COMPANY, INC. AND SUBSIDIARIES
_______________________________________________
Consolidated Statements of Income and Retained Earnings
Three Month Period Ended
November 30,
1993 1992
(Unaudited) (Unaudited)
___________ ___________
GROSS SALES $213,954,227 $88,161,077
Less excise taxes ( 59,469,612) (17,052,320)
____________ __________
Net sales $154,484,615 $71,108,757
COST OF PRODUCT SOLD (109,829,181) (49,571,752)
___________ __________
Gross profit on sales $ 44,655,434 $21,537,005
SELLING, GENERAL &
ADMINISTRATIVE EXPENSES (31,647,516) (14,321,643)
__________ __________
Operating income $ 13,007,918 $ 7,215,362
INTEREST INCOME 38,025 103,948
INTEREST EXPENSE (3,853,823) (1,506,906)
_________ _________
Income before provision for $ 9,192,120 $ 5,812,404
income taxes
PROVISION FOR FEDERAL AND STATE (3,538,908) (2,208,700)
_________ _________
INCOME TAXES
NET INCOME $ 5,653,212 $ 3,603,704
RETAINED EARNINGS, BEGINNING 86,525,325 $70,921,273
__________ ___________
RETAINED EARNINGS, ENDING $ 92,178,537 $74,524,977
____________ ___________
NET INCOME PER COMMON AND
EQUIVALENT SHARE:
Primary $.40 $.31
____ ____
Fully Diluted $.37 $.28
____ ____
WEIGHTED AVERAGE SHARES
OUTSTANDING:
Primary 14,033,381 11,759,996
__________ __________
Fully Diluted 16,252,297 15,053,081
__________ __________
Dividend per share NONE NONE
The accompanying notes to consolidated financial statements
are an integral part of these statements.
CANANDAIGUA WINE COMPANY, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For Period Ended
November 30,
1993 1992
(Unaudited) (Unaudited)
___________ ___________
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 5,653,212 $ 3,603,704
Adjustments to reconcile net income to net
cash provided (used) by operating activities:
Depreciation of property, plant and equipment 2,293,707 1,534,344
Amortization of intangible assets 843,803 536,386
Gain on sale of equipment 0 (184,968)
Accrued interest on converted debentures 682,141 0
Change in assets and liabilities, net of
effects from purchase of businesses:
Accounts receivable (27,318,546) (10,806,728)
Inventories (9,686,568) (16,311,778)
Prepaid expenses 2,745,709 2,302,017
Accounts payable (28,607,858) (17,155,173)
Accrued Federal and state income taxes 2,109,769 2,181,771
Accrued Federal and state excise taxes 1,181,345 (126,975)
Accrued salaries and commissions 655,002 72,165
Other accrued liabilities 1,015,733 132,618
Other (43,705) (212,535)
____________ ____________
Total adjustments $(54,129,468) $ (38,038,856)
____________ _____________
Net cash used by operating activities $(48,476,256) $ (34,435,152)
____________ _____________
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment, net of minor disposals
(1,525,590) (2,210,774)
Acquisition costs for purchase of business-net of cash acquired
3,200 0
Proceeds from sale of equipment 0 649,000
___________ ______________
Net cash used by investing activities $ (1,522,390)$ (1,561,774)
___________________________
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds of short-term borrowings $ 50,181,358 $ 35,000,000
Principal payments of long-term debt (402,120) (14,832)
Proceeds of employee stock appreciation & purchase plan 0 50,274
Fractional shares paid for debenture conversions (2,959) 0
____________ ______________
Net cash provided by financing activities $ 49,776,279 $ 30,035,442
____________ ______________
NET DECREASE IN CASH AND CASH INVESTMENTS $ (222,367)$ (961,484)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3,717,782 2,193,543
___________________________
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 3,495,415 $ 1,232,059
___________________________
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 2,594,162 $ 1,506,906
___________________________
Income taxes $ 1,429,140 $ 26,929
___________________________
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND
FINANCING ACTIVITIES:
Fair value of assets acquired $199,493,954
Liabilities assumed (52,661,669)
___________
Consideration paid $146,832,285
Less - amounts borrowed (142,622,285)
Less - issuance of Class A Common Stock options (4,210,000)
__________
Net cash paid for acquisition $ 0
_
Issuance of Class A Common Stock for conversion
of debentures $ 58,960,000
Write off unamortized deferred
financing costs on debentures (1,568,719)
Write off unpaid accrued interest on debentures
through conversion date 1,370,743
_________
Total addition to Stockholders' Equity
from Conversion $58,762,024
___________
</TABLE?
The accompanying notes to consolidated financial statements are an integral part of these
statements.
CANANDAIGUA WINE COMPANY, INC. AND SUBSIDIARIES
_______________________________________________
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 1993
1) MANAGEMENT REPRESENTATIONS:
The condensed consolidated financial statements included
herein have been prepared by the Company, without audit, pursuant
to the rules and regulations of the Securities and Exchange
Commission applicable to quarterly reporting on Form 10-Q and
reflect, in the opinion of the Company, all adjustments necessary
to present fairly the financial information for Canandaigua Wine
Company, Inc. and its consolidated subsidiaries. All such
adjustments are of a normal recurring nature. Certain information
and footnote disclosures normally included in financial
statements, prepared in accordance with generally accepted
accounting principles, have been condensed or omitted as
permitted by such rules and regulations. These consolidated
financial statements should be read in conjunction with the
consolidated financial statements and related notes, included in
the Company's Annual Report on Form 10-K, for the fiscal year
ended August 31, 1993.
2) INVENTORIES:
Inventories are valued at the lower of cost (computed in
accordance with the last-in, first-out (LIFO) or first-in, first-
out (FIFO) methods) or market. The percentage of inventories
valued using the LIFO method is 95%, 88%, and 96% at November 30,
1993, August 31, 1993, and November 30, 1992, respectively.
Replacement cost of the inventories determined on a FIFO basis
approximated $249,439,000, $146,421,000, and $108,992,000 at
November 30, 1993, August 31, 1993, and November 30,
1992, respectively. At November 30, 1993, August 31, 1993 and
November 30, 1992, the net realizable value of the Company's
inventories was in excess of $249,383,577, $147,165,267, and
$109,006,179, respectively.
Elements of cost include materials, labor and overhead and
consist of the following:
November 30, August 31, November 30,
____________ __________ ____________
1993 1993 1992
____ ____ ____
Raw materials $37,076,076 $31,683,657 $40,417,572
and supplies
Wines, whiskey 158,739,578 73,400,765 53,012,924
and spirits in
process
Finished case 53,567,923 42,080,845 15,575,683
__________ __________ __________
goods
$249,383,577 $147,165,267 $109,006,179
___________ ___________ ___________
3) PROPERTY, PLANT AND EQUIPMENT:
The major components of property, plant and equipment for
the Company are as follows:
November 30, August 31,
____________ __________
1993 1993
____ ____
Land $11,676,195 $4,305,648
Buildings and 60,633,394 30,135,151
improvements
Machinery and 135,563,360 91,161,305
equipment
Motor vehicles 2,517,429 2,553,585
Construction 2,955,793 2,074,570
in progress
____________ ___________
$213,346,171 $130,230,259
Less (53,923,685) (51,629,978)_
accumulated
depreciation
_____________ ____________
$159,422,486 $78,600,281
____________ ___________
4) VINTNERS ACQUISITION:
On October 15, 1993, the Company acquired substantially all
of the tangible and intangible assets of Vintners International
Company, Inc. ("Vintners") other than cash and the Hammondsport
Winery (the "Vintners Assets"), and assumed certain current
liabilities associated with the ongoing business, for an
aggregate purchase price of $148.9 million (the "Cash
Consideration"), subject to adjustment based upon the
determination of the Final Net Current Asset Amount (as defined
below), and paid $8,961,000 of direct acquisition and financing
costs. In addition, at closing the Company delivered options (the
"Options") to Vintners and Household Commercial of California,
Inc., one of Vintners' Lenders, to purchase an aggregate of
500,000 shares (the "Option Shares") of the Company's Class A
Common Stock, at an exercise price per share of $18.25, which are
exercisable at any time until October 15, 1996. These options
have been recorded at $8.42 per share, based upon an independent
appraisal and $4,210,000 has been reflected as a component of
additional paid-in-capital.
Vintners was the United States' fifth largest supplier of
wine with two of the country's most highly recognized brands,
Paul Masson and Taylor California Cellars. The Vintners' assets
include the Gonzales Winery in Gonzales, California; the Paul
Masson wineries in Madera and Soledad, California; and the
Hammondsport Winery in Hammondsport, New York which the Company
is leasing for a period of 18 months from the date of the
Vintners Acquisition.
The Cash Consideration was funded by the Company pursuant to
(i) approximately $12.6 million of Revolving Loans under the Credit
Facility of which $11.2 million funded the cash consideration and
$1.4 million funded the payment of direct aquisition costs; (ii) an
accrued liability of approximately $7.7 million for the holdback
described below and (iii) the $130.0 million Subordinated Bank
Loan. See "Description of Long-Term Debt" under Note 5.
At closing the Company held back from the Cash
Consideration approximately 10% of the then
estimated net current assets of Vintners purchased by the
Company, and deposited an additional $2.8 million of the Cash
Consideration into an escrow to be held until October 15, 1995.
If the amount of the net current assets as determined after the
closing (the "Final Net Current Asset Amount") is greater than
90% and less than 100% of the amount of net current assets
estimated at closing (the "Estimated Net Current Asset Amount"),
then the Company shall pay into the established escrow an amount
equal to the Final Net Current Asset Amount less 90% of the
Estimated Net Current Asset Amount. If the Final Net Current
Asset Amount is greater than the Estimated Net Current Asset
Amount, then, in addition to the payment described above, the
Company shall pay an amount equal to such excess, plus interest
from the closing, to Vintners. If the Final Net Current Asset
Amount is less than 90% of the Estimated Net Current Asset
Amount, then the Company shall be paid such deficiency out of the
escrow account.
The acquisition was accounted for using the purchase method;
accordingly, Vintners assets were recorded at fair market value
at the date of acquisition. The fair market value of the net
assets acquired approximated the aggregate purchase price. The
accompanying consolidated financial statements reflect the
results of operations of Vintners since October 15, 1993.
The following table presents unaudited pro forma results of
operations as if the Vintners acquisition occurred at the
beginning of the quarter ended 11/30/93 and as if the acquisitions
of both Vintners and Barton Incorporated ("Barton") occurred at the
beginning of the quarter ended 11/30/92, after giving effect to
certain adjustments for depreciation, amortization of intangibles,
interest expense on the acquisition debt and related income tax
effects. These pro forma results have been prepared for
comparative purposes only and do not purport to be indicative of
what would have occurred had the acquisitions been made at the
beginning of fiscal 1994 and 1993, respectively, or of results
which may occur in the future.
Pro Forma
__________________________________________
November 30, 1993 November 30, 1992
_________________ _________________
Net Sales $171,747,000 $185,258,000
Income from 12,589,000 21,227,000
Operations
Net Income 4,147,000 9,899,000
Net Income per
Common and
Equivalent Shares:
Primary $0.30 $0.84
Fully Diluted $0.28 $0.70
Weighted Average
Shares Outstanding:
Primary 14,033,381 11,759,996
Fully Diluted 16,252,297 15,053,081
5) LONG-TERM DEBT:
Long-term debt consists of the following at November 30,
1993:
CURRENT LONG-TERM TOTAL
_______ _________ _____
Credit Facilities
_________________
SENIOR CREDIT
FACILITY:
Term loan, $6,000,000 $44,000,000 $50,000,000
variable rate,
original proceeds
$50,000,000 due in
installments
through fiscal
1999
SUBORDINATED BANK
LOAN:
Term Loan, - 130,000,000 130,000,000
graduating rate at
9.25% at November
30, 1993, matures
in 2003
Capitalized Lease
_________________
Agreements
__________
Capitalized 313,868 327,535 641,403
equipment leases
at interest rates
ranging from 8.9%
to 18%, due in
monthly
installments
through fiscal
1997
INDUSTRIAL
DEVELOPMENT
AGENCIES:
7 1/4% 1975 issue, 100,000 - 100,000
original proceeds
$2,000,000, due in
annual
installments of
$100,000 through
fiscal 1994
7 1/2% 1980 issue, 118,500 592,500 711,000
original proceeds
$2,370,000, due in
annual
installments of
$118,500 through
fiscal 1999
Other Long-Term
_______________
Debt
____
Loans payable - 5% - 966,973 966,973
secured by cash
surrender value of
officer's life
insurance policies
Notes payable at 5,239,000 3,000,000 8,239,000
1% below prime
rate to prime
rate, due in
yearly
installments
through fiscal
1995
Promissory note at 320,000 320,000 640,000
prime rate due in
equal yearly
installments
through September
30, 1995 __________ ___________ __________
$12,091,368 $179,207,008 $191,298,376
___________ ____________ ____________
DESCRIPTION OF LONG-TERM DEBT
SENIOR CREDIT FACILITY
On October 15, 1993 the Company amended the Senior Credit
Facility (the "Credit Facility") in connection with the
acquisition of substantially and of the assets of Vintners.
The Credit Facility consists of: (i) a $50.0 million Term
Loan; (ii) Revolving Loans in an aggregate principal amount,
together with the aggregate amount of all undrawn or drawn
letters of credit ("Revolving Letters of Credit"), not to exceed
$95.0 million; and (iii) a standby irrevocable letter of credit of
$28.2 million. The Banks have been given security interests in
substantially all of the assets of the Company and its
subsidiaries and each of the Company's principal operating
subsidiaries has guaranteed, jointly and severally, the Company's
obligations under the Credit Facility.
The Revolving Loans and the Term Loan, at the Company's
option, can be either a Base Rate Loan or a Eurodollar Loan. A
Base Rate Loan bears interest at the rate per annum equal to (i)
the higher of (1) Federal Funds Rate for such day plus 1/2 of 1%,
or (2) the Chase Bank prime commercial lending rate, plus (ii)
0.375% (subject to adjustment). A Eurodollar Loan bears interest
at London Interbank Offered Rate plus 1.625% (subject to
adjustment).
As of November 30, 1993, the $50.0 million Term Loan was
outstanding, which was a Eurodollar Loan that bears interest at
4.95% per annum. As of November 30, 1993, $70.5 million was
outstanding under the Revolving Loans and $21.5 million was
available to be drawn down by the Company. The Revolving Loans
are required to be prepaid in such amounts that the aggregate
amount of Revolving Loans outstanding, together with the drawn
and undrawn Revolving Letters of Credit, will not exceed the
Borrowing Base. The Borrowing Base means the sum of 70% of the
amount of certain eligible receivables plus 40% of the value of
certain eligible inventory. In addition, the Revolving Loans are
required to be prepaid in such amounts that, for a period of 30
consecutive days during the last two fiscal quarters of each
fiscal year, the aggregate amount of Revolving Loans outstanding,
together with drawn and undrawn Revolving Letters of Credit, will
not exceed $35.0 million. The Revolving Loans mature on June 15,
1999.
The Company is subject to certain restrictive covenants
including those relating to additional liens, additional
indebtedness, the sale of assets, the payment of dividends,
transactions with affiliates, certain investments and certain
other fundamental changes and making capital expenditures that
exceed specified levels. The Company is also required to
maintain the following financial covenants above specified
levels: indebtedness to tangible net worth; tangible net worth;
fixed charges ratio; operating cash flow to interest expense; and
current ratio.
The Company is required to maintain in effect until June 29,
1995 interest rate swap, cap or collar agreements or other
similar arrangements (each, an "Interest Rate Protection
Agreement") which protect the Company against three-month London
Interbank Offered Rates exceeding 7.5% per annum in an amount at
least equal to $25.0 million.
SUBORDINATED BANK LOAN
The Company borrowed $130.0 million under a Subordinated
Bank Loan Agreement provided in connection with the Vintners
Acquisition (the "Subordinated Bank Loan") pursuant to an
agreement among the Company, its principal operating subsidiaries
and the banks identified therein. On December 27, 1993 the
Company repaid the Subordinated Bank Loan from the proceeds of
the Senior Subordinated Notes (See Note 7 "Subsequent Events -
Issuance of Senior Subordinated Notes") together with borrowings
under the Revolving Loans. As of November 30,
1993 the interest rate on the Subordinated Bank Loan was 9.25%
per annum.
CONVERTIBLE SUBORDINATED DEBENTURES
On October 18, 1993, the Company called its Convertible
Debentures for redemption on November 19, 1993 at a redemption
price of 102.1% plus accrued interest. During the period
September 1, 1993 through November 19, 1993, debentures in an
aggregate principal amount of $58,960,000 were converted to
3,235,882 shares of the Company's Class A Common Stock at a price
of $18.22 per share. An aggregate principal amount of
approximately $63,000 was redeemed. Interest was accrued on the
debentures until the date of conversion but was forfeited by the
bondholders upon conversion. Accrued interest in an amount of
approximately $1,370,000 was recorded as an addition to
additional paid-in-capital.
At the redemption date, the capitalized debenture issuance
costs of approximately $2,246,000 net of accumulated amortization
of approximately $677,000 were recorded as a reduction of
additional paid-in-capital.
6. COMMITMENTS AND CONTINGENCIES:
In connection with the acquisition of Vintners, the Company
has assumed Vintners' purchase and crush contracts with certain
growers and suppliers. Under the grape purchase contracts, the
Company is committed to purchase all grape production yielded
from a specified number of acres for a period of time ranging up
to five years. The actual tonnage of grapes that must be
purchased by the Company will vary each year depending on certain
factors, including weather, time of harvest, and the agricultural
practices and location of the growers and suppliers under
contract.
The grapes purchased under these contracts are generally
priced at market value as determined by either the prior year's
(or an average of the three most recent prior years) Grape Crop
Report issued by the California Department of Food and
Agriculture or on prices as reported by the Federal State Market
News Service. Some contracts include a minimum
base price per ton that the Company must pay. The Company
purchased $364,600 of grapes under these contracts during the
period October 15, 1993 through November 30, 1993. Based on
current and anticipated future yields and prices, the Company
estimates that purchases in the following amounts will be
required under these contracts during the remainder of fiscal
1994 and for the subsequent four fiscal years:
Remainder of 1994 $8,099,400
Year 1995 $26,648,000
Year 1996 $18,179,000
Year 1997 $5,665,000
Year 1998 $1,895,000
For contracts extending beyond 1998, it is not feasible to
estimate the amounts to be paid. However, none of the contracts
with terms extending beyond 1998 are at prices in excess of
market value, as defined above, and all of the contracts
extending beyond 1998 are for quantities and varieties less than
the anticipated future requirements of the business.
The Company has assumed Vintners' grape crush contract
obligations with another winery under which the Company is
obligated to pay $600,000 for crushing and processing of a
specified tonnage at a fixed price per ton during fiscal 1995.
The Company has also assumed the lease obligations of
Vintners, including the lease obligation with the owner of
certain warehouse facilities no longer used by the Company.
Under the terms of the agreement, the Company's lease obligation
is reduced by the amount of rentals received from a new lessee of
the facilities. The Company has accrued the estimated lease
obligations in excess of the amount of rentals to be received
from the new lessee.
At November 30, 1993, aggregate minimum rental commitments
under various non cancelable operating lease agreements assumed
from Vintners for the remainder of fiscal 1994 and thereafter are
as follows:
Remainder of 1994 $623,937
Year 1995 132,300
Year 1996 89,498
Year 1997 77,518
Year 1998 75,505
Thereafter 75,505
7. SUBSEQUENT EVENTS - ISSUANCE OF SENIOR SUBORDINATED NOTES
On December 27, 1993 the Company issued $130,000,000 of
unsecured Senior Subordinated Notes (the "Notes") due 2003 at a
rate of 8.75% per annum. The net proceeds from the sale of the Notes,
together with additional borrowings under the
Revolving Loans, were used to repay in full the Subordinated Bank
Loan (as described in the Long-Term Debt footnote) incurred to
finance the Vintners Acquisition. Interest on the Notes will be
payable semiannually on June 15 and December 15 of each year.
The Notes are redeemable at the option of the Company, in whole
or in part, or or after December 15, 1998. The Notes are
unsecured and subordinated to the prior payment in full of all
senior indebtedness of the Company, which includes the Credit
Facility and, the Notes are guaranteed, on a senior subordinated
basis, by substantially all of the Company's operating subsidiaries.
The indenture relating to the Notes contains certain
covenants, including, but not limited to, (i) limitation on
indebtedness; (ii) limitation on restricted payments; (ii)
limitation on transactions with affiliates; (iv) limitation on
senior subordinated indebtedness; (v) limitation on liens; (vi)
limitation on sale of assets; (vii) limitation on issuances of
guarantees of and pledges for indebtedness; (viii) restriction on
transfer of assets; (ix) limitation on subsidiary capital stock;
(x) limitation on the creation of any restriction on the ability
of the Company's subsidiaries to make distributions and other
payments; and (xi) restrictions on mergers, consolidations and
the transfer of all or substantially all of the assets of the
Company to another person. The limitation on indebtedness
covenant is governed by a rolling four quarter fixed charge
coverage ratio.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS OF THE COMPANY
The Company has realized significant growth in sales and
profitability over the last two fiscal years primarily as a
result of acquisitions. The Company acquired substantially all
of the assets of Guild Wineries and Distilleries on October 1,
1991, all of the outstanding capital stock of Barton Incorporated
("Barton") on June 29, 1993 ("Barton Acquisition") and
substantially all of the assets of Vintners International
Company, Inc. ("Vintners") on October 15, 1993 ("Vintners
Acquisition"). Management expects the Barton Acquisition and
Vintners Acquisition to have a substantial impact on future
results of the Company's operations. The Company's results of
operations for the quarter ended November 30, 1993 include the
results of operations of Barton for the complete period and
include the results of the operations of Vintners' assets from
October 15, 1993, the date of the Vintners Acquisition.
The following table sets forth, for the periods indicated,
certain items in the Company's consolidated statements of income
expressed as percentage of net sales:
QUARTER ENDED
NOVEMBER 30,
1993 1992
Net sales . . . . . . . . . . . . . . 100.0% 100.0%
Cost of product sold . . . . . . . . 71.1 69.7
_____ _____
Gross profit . . . . . . . . . . . 28.9 30.3
Selling, general and administrative expenses 20.5 20.1
_____ _____
Operating income . . . . . . . . . 8.4 10.2
Interest expense, net . . . . . . . . 2.5 2.0
_____ _____
Income before provision for income taxes 5.9 8.2
Provision for federal and state income taxes 2.2 3.1
_____ _____
Net income . . . . . . . . . . . . 3.7% 5.1%
_____ _____
First Quarter Ended November 30, 1993 ("First Quarter 1994")
Compared to First Quarter Ended November 30, 1992 ("First Quarter
1993")
NET SALES
Net sales for the Company's First Quarter 1994 increased to
$154.5 million from $71.1 million for First Quarter 1993, an
increase of $83.4 million, or approximately 117%. This increase
resulted from the inclusion of $66.3 million of Barton's net
sales during First Quarter 1994 and $22.2 million of net sales of
Vintners' products from October 15, 1993, the date of the
Vintners' Acquisition.
WINE
Net sales and unit volume of the Company's branded wine
products declined 6.4% and 9.7%, respectively, as compared to the
same period a year ago. Net sales of the Company's branded
products declined less than unit volume due to higher prices of
certain brands and a favorable change in product mix. This
decrease was principally a result of a decline in net sales and
unit volume of the Company's dessert wine brands, and lower sales
of branded wine products acquired from Vintners due to a
reduction in shipments during the first two week transitional
period after the Vintners Acquisition.
Net sales and unit volume of the Company's varietal table
wine brands for First Quarter 1994 increased 16.2% and 19.3%,
respectively, reflecting increases in sales of most of the
Company's varietal table wine brands as compared to the same
period a year ago. Net sales and unit volume of the Company's
generic table wine brands for the same period were down 11.3%
and 10.9%, respectively, principally due to a reduction in
shipments of generic table wine brands acquired from Vintners
during the first two-week transition period after the Vintners
Acquisition. Net sales and unit volume of sparkling wine brands
were up 2.3% and essentially flat, respectively. Net sales and
unit volume of the Company's dessert wine brands were down
approximately 22.7% and 23.4%, respectively, in First Quarter
1994 versus the same period a year ago. The Company's net sales
and unit volume of dessert wine brands have declined over the
last three years. These declines can be attributed to a general
decline in dessert wine consumption in the United States. During
First Quarter 1994, net sales of branded dessert wines
constituted less than 10% of the Company's overall net sales.
For purposes of computing the comparative data for the
Company's branded wine products set forth above, sales of branded
wine products acquired from Vintners have been included in First
Quarter 1994 from October 15, 1993 (the date of the Vintners
Acquisition) through November 30, 1993, and for the same period
during First Quarter 1993 prior to the Vintners Acquisition.
IMPORTED BEER
Net sales and unit volume of the Company's beer brands for
First Quarter 1994 increased by approximately 16.5% and 13.3%,
respectively, when compared to Barton's net sales and unit volume
for the same period a year ago, which was prior to the Barton
Acquisition. These increases resulted primarily from increased
sales of the Company's Corona Extra brand and other Mexican beer
brands, and increased sales of its St. Pauli Girl brand. The
Company's agreement to distribute Corona Extra and its other
Mexican beer brands expires in December 1994. The Company has
commenced negotiations to renew this contract and expects to
enter into a new contract in 1994. The failure to renew this
agreement would have a material adverse impact on the Company's
business.
SPIRITS
Net sales and unit volume of the Company's spirits case
goods for First Quarter 1994 were down 2.6% and up slightly,
respectively, as compared to Barton's net sales and unit volume
for the same period a year ago. This decrease in net sales was
primarily due to lower net sales of the Company's aged whiskey
brands, which was offset in large part by increased net sales of
the Company's liqueur brands. The Company also had increased net
sales of its vodka and tequila brands.
GROSS PROFIT
Gross profit increased to $44.7 million in First Quarter
1994 from $21.5 million in First Quarter 1993, an increase of
$23.2 million, or 107%. This increase in gross profit resulted
from the inclusion of Barton's and Vintners' operations into the
Company's. Gross profit as a percentage of net sales decreased
to 28.9% in First Quarter 1994 from 30.3% in First Quarter 1993.
The Company's gross margin decreased primarily as a result of the
inclusion of Barton's and Vintners' operations into the Company.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses increased to
$31.6 million in First Quarter 1994 from $14.3 million in First
Quarter 1993, an increase of $17.3 million, or 121%. This
increase resulted from the inclusion of Barton's and Vintners'
selling, general and administrative expenses into the Company's
and higher advertising and promotional spending on brands of the
Company owned prior to the Barton and Vintners Acquisitions.
INTEREST EXPENSE, NET
Interest expense, net increased to $3.8 million in First
Quarter 1994 from $1.4 million First Quarter 1993, an increase of
$2.4 million. This increase principally resulted from financing
activities related to the Vintners Acquisition and Barton
Acquisition.
NET INCOME
Net income increased to $5.7 million in First Quarter 1994
from $3.6 million in First Quarter 1993, an increase of $2.1
million, or 57%. This increase resulted primarily from the
inclusion of the operations of Barton and Vintners into the
Company's.
FINANCIAL LIQUIDITY AND CAPITAL RESOURCES
The Company's principal use of cash in its operating
activities is for purchasing and carrying inventory of raw
materials and finished goods. The Company's primary source of
liquidity has historically been cash flow from operations, except
during the annual fall grape harvest when the Company has relied
on short-term borrowings. The annual grape crush normally begins
in August and runs through November. The Company generally
begins purchasing grapes in August with payments for such grapes
beginning to come due in September. The Company's short-term
borrowings to support such purchases generally reach their
highest levels in November or December. Historically, the
Company has used cash flow from operations to repay its short-
term borrowings. The Company believes that as a result of the
Vintners Acquisition, and to a lesser extent, the Barton
Acquisition, it will have increased short-term borrowing needs.
A description of the Company's credit facility and other
indebtedness is provided in Note 5 to the Company's financial
statements in Part 1 of this report.
WORKING CAPITAL REQUIREMENTS
As of November 30, 1993 the Company's Current Assets and
Liabilities increased from August 31, 1993 due in large part to
the Vintners Acquisition. Net of the effect of the Vintners
Acquisition, Current Assets increased principally as a result of
normal seasonal trends and an increase in inventory due primarily
to the purchase of grapes from the 1993 harvest. Current
Liabilities similarly increased due primarily to an increase in
short-term borrowings to fund grape purchases and accounts
payable from the 1993 harvest. As of November 30, 1993, $70.5
million was outstanding under the revolving loans under the
Company's credit facility and $21.5 million was available to be
drawn down by the Company.
As part of the consideration for Barton, the Company agreed
to make payments to the former stockholders of Barton ("Barton
Stockholders") of up to an aggregate of $57.3 million which are
payable to the Barton Stockholders over a three-year period upon
the satisfaction of certain performance goals. The first payment
of $4.0 million was paid to the Barton Stockholders on December
31, 1993. The remaining payments are as follows: up to $28.3
million is to be made on December 30, 1994; up to $10.0 million
is to be made on November 30, 1995; and up to $15.0 million is to
be made on November 29, 1996. Such payment obligations are
secured in part by a $28.2 million letter of credit issued under
the Company's credit facility and are subject to acceleration in
certain events.
As part of the acquisition of Vintners, the Company held
back from the Cash Consideration approximately 10% of the then
estimated net current assets of Vintners purchased by the Company.
Final determination of the net current asset amount is expected to
occur prior to the end of the Company's 1994 fiscal year. If the
finally determined net current asset amount exceeds the closing
estimate, $8.4 million plus such excess will be paid by the Company.
If the finally determined net current asset amount is less than
the closing estimate, $8.4 million minus the deficiency will be paid
by the Company. See Note 5 to the Company's financial
statements in Part 1 of this report. The Company expects that the
amount to be paid will not exceed $7.7 million. Such amount will
be depositied into an escrow account established to reimburse the
Company for any indemnification claims arising out of the Vintners
Acquisition.
Other major payments expected during fiscal 1994 include a
$5.1 million cash payment to Hiram Walker & Sons, Inc. for the
extension of licenses to use the Ten High, Crystal Palace and
certain other spirits brands. Capital expenditures for property,
plant and equipment during fiscal 1994 are not expected to vary
materially from amounts expended in fiscal 1993.
The Company believes that cash flow from operations will
provide sufficient funds to meet all of its anticipated short and
long-term debt service obligations and the major cash
requirements described above. The Company is not aware of any
potential impairment to its liquidity and believes that the
revolving loans available under its credit facility and cash flow
from operations will provide adequate resources to satisfy its
working capital, liquidity and anticipated capital expenditure
requirements for at least the next four fiscal quarters.
FINANCING ACTIVITIES
During the quarter ended November 30, 1993, the Company
completed the acquisition of Vintners. The cash portion of the
purchase price was funded by revolving loans associated with the
1993 harvest and a $130 million subordinated bank loan (the
"Subordinated Bank Loan"). On December 27, 1993, the public
offering and sale of the Company's 8.75% Senior Subordinated
Notes (the "Notes") was completed, the proceeds of which,
together with additional borrowings under the Company's credit
facility, were used to repay in full the Subordinated Bank Loan.
A description of the Notes is set forth in Note 7 to the
Company's financial statements in Part 1 of this report. Such
description is qualified in its entirety by reference to the
complete text of the Indenture covering the Notes, a copy of which
is filed with this report.
In addition, the Company called its 7% Convertible
Subordinated Debentures Due 2011 for redemption on November 19,
1993. Prior to such redemption substantially all of the
convertible debentures were converted into shares of the
Company's Class A Common Stock.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) See Index to Exhibits located on Page of this
_____
Report.
(b) The following Current Reports on Form 8-K and Form 8-
K/A were filed with the Securities and Exchange
Commission during the quarter ended November 30, 1993:
1. Form 8-K dated September 15, 1993. This Form 8-K
reported information under Item 5 (Other Events).
2. Form 8-K dated October 15, 1993. This Form 8-K
reported information under Item 2 (Acquisition or
Disposition of Assets), Item 5 (Other Events) and
Item 7 (Financial Statements, Pro Forma Financial
Information and Exhibits). The following
financial statements were filed with this Form 8-
K:
The balance sheets of Vintners International
Company, Inc. as of July 31, 1993 and 1992, the
related statements of operations, stockholders'
equity (net capital deficiency), and cash flows
for each of the three years in the period ended
July 31, 1993, and the report of Ernst & Young,
independent auditors, thereon, together with the
notes thereto.
3. Form 8-K/A dated October 15, 1993 (Amendment No.
1). This Form 8-K/A amended the Form 8-K dated
October 15, 1993 and reported information under
Item 7 (Financial Statements, Pro Forma Financial
Information and Exhibits). The following
financial statements were filed with this Form 8-
K/A:
The balance sheets of Vintners International
Company, Inc. as of July 31, 1993 and 1992, the
related statements of operations, stockholders'
equity (net capital deficiency), and cash flows
for each of the three years in the period ended
July 31, 1993, and the report of Ernst & Young,
independent auditors, thereon, together with the
notes thereto.
Unaudited Pro Forma Condensed Consolidated Balance
Sheet as of May 31, 1993 and the notes thereto and
unaudited Pro Forma Condensed Consolidated
Statements of Income for the year ended August 31,
1992 and the nine months ended May 31, 1993 and
the notes thereto.
In addition to the above-referenced Current Reports on
Form 8-K and Form 8-K/A, during December 1993 the Company
filed Form 8-K/A dated October 15, 1993 (Amendment No. 2).
This Form 8-K/A amended the Form 8-K dated October 15, 1993
and reported information under Item 7 (Financial Statements,
Pro Forma Financial Information and Exhibits). This Form 8-
K/A did not amend any financial statements previously filed;
the sole purpose for filing this Form 8-K/A was to include a
Consent of Ernst & Young, Independent Auditors.
INDEX TO EXHIBITS
(2) Plan of acquisition, reorganization, arrangement,
liquidation or succession.
(a) Asset Sale Agreement between Vintners International
Company, Inc. and Canandaigua Wine Company, Inc. dated
September 14, 1993 (including a list briefly
identifying the contents of all omitted exhibits and
schedules thereto), is incorporated herein by reference
to Exhibit 2(a) to the Company's Current Report on Form
8-K, dated October 15, 1993.
(b) Amendment dated as of October 14, 1993 to Asset Sale
Agreement dated as of September 14, 1993 by and between
Vintners International Company, Inc. and Canandaigua
Wine Company, Inc., is incorporated herein by reference
to Exhibit 2(b) to the Company's Current Report on Form
8-K, dated October 15, 1993.
(c) Amendment No. 1 dated as of October 15, 1993 to
Amendment and Restatement dated as of June 29, 1993
among Canandaigua Wine Company, Inc., its Subsidiaries
and certain banks for which The Chase Manhattan Bank
(National Association) acts as agent (including a list
briefly identifying the contents of all omitted
exhibits and schedules thereto), is incorporated herein
by reference to Exhibit 2(c) to the Company's Current
Report on Form 8-K, dated October 15, 1993.
(d) Senior Subordinated Loan Agreement dated as of October
15, 1993 among Canandaigua Wine Company, Inc., its
Subsidiaries and certain banks for which The Chase
Manhattan Bank (National Association) acts as agent
(including a list briefly identifying the contents of
all omitted exhibits and schedules thereto), is
incorporated herein by reference to Exhibit 2(d) to the
Companys' Current Report on Form 8-K, dated October 15,
1993.
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS,
INCLUDING INDENTURES.
(a) Indenture dated as of December 27, 1993 among
Canandaigua Wine Company, Inc., its Subsidiaries and
Chemical Bank is included herein as Exhibit 4.1 at page
___ of this Report.
(10) Material Contracts
(a) The Canandaigua Wine Company, Inc. Stock Option and
Stock Appreciation Right Plan (filed as Appendix B of
the Canandaigua Wine Company, Inc. Definitive Proxy
Statement dated December 23, 1987 and incorporated
herein by reference).
(b) Amendment No. 1 to the Canandaigua Wine Company, Inc.
Stock Option and Stock Appreciation Right Plan (filed
as Exhibit 10.1 to the Company's Annual Report on Form
10-K for the fiscal year ended August 31, 1992 and
incorporated herein by reference).
(c) Amendment No. 2 to the Canandaigua Wine Company, Inc.
Stock Option and Stock Appreciation Right Plan (filed
as Exhibit 28 to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended November 30, 1992 and
incorporated herein by reference).
(d) Amendment No. 3 to the Canandaigua Wine Company, Inc.
Stock Option and Stock Appreciation Right Plan (filed
as Exhibit 10.4 to the Company's Annual Report on Form
10-K for the fiscal year ended August 31, 1993 and
incorporated herein by reference).
(e) Amendment No. 4 to the Canandaigua Wine Company, Inc.
Stock Option and Stock Appreciation Right Plan is set
forth in Exhibit 10.1 on page of this Report.
___
(f) Employment Agreement between Barton Incorporated and
Ellis M. Goodman dated as of October 1, 1991 as amended
by Amendment to Employment Agreement between Barton
Incorporated and Ellis M. Goodman dated as of June 29,
1993 (filed as Exhibit 10.5 to the Company's Annual
Report on Form 10-K for the fiscal year ended August
31, 1993 and incorporated herein by reference).
(g) Barton Incorporated Management Incentive Plan (filed as
Exhibit 10.6 to the Company's Annual Report on Form 10-
K for the fiscal year ended August 31, 1993 and
incorporated herein by reference).
(h) Ellis M. Goodman Split Dollar Insurance Agreement
(filed as Exhibit 10.7 to the Company's Annual Report
on Form 10-K for the fiscal year ended August 31, 1993
and incorporated herein by reference).
(i) Barton Brands, Ltd. Deferred Compensation Plan (filed
as Exhibit 10.8 to the Company's Annual Report on Form
10-K for the fiscal year ended August 31, 1993 and
incorporated herein by reference).
(j) Marvin Sands Split Dollar Insurance Agreement (filed as
Exhibit 10.9 to the Company's Annual Report on Form 10-
K for the fiscal year ended August 31, 1993 and
incorporated herein by reference).
(k) Amendment and Restatement dated as of June 29, 1993 of
Credit Agreement among Canandaigua Wine Company Inc.,
its Subsidiaries and certain banks for which The Chase
Manhattan Bank (National Association) acts as agent
(filed as Exhibit 2(b) to the Company's Current Report
on Form 8-K dated June 29, 1993 and incorporated herein
by reference).
(l) Amendment No. 1 dated as of October 15, 1993 to
Amendment and Restatement dated as of June 29, 1993 of
Credit Agreement among Canandaigua Wine Company, Inc.,
its Subsidiaries and certain banks for which The Chase
Manhattan Bank (National Association) acts as agent
(filed as Exhibit 2(c) to the Company's Current Report
on Form 8-K dated October 15, 1993 and incorporated
herein by reference).
(m) Senior Subordinated Loan Agreement dated as of October
15, 1993 among Canandaigua Wine Company, Inc., its
Subsidiaries and certain banks for which The Chase
Manhattan Bank (National Association) acts as Agent
(filed as Exhibit 2(d) to the Company's Current Report
on Form 8-K dated October 15, 1993 and incorporated
herein by reference).
(11) Statement re computation of per share earnings.
Computation of per share earnings is set forth in Exhibit 11
on page of this Report.
___
(15) Letter re unaudited interim financial information.
Not applicable.
(18) Letter re change in accounting principles.
Not applicable.
(19) Report furnished to security holders.
Not applicable.
(22) PUBLISHED REPORT REGARDING MATTERS SUBMITTED TO A VOTE
OF SECURITY HOLDERS.
Not applicable.
(23) Consents of experts and counsel.
Not applicable.
(24) Power of Attorney.
Not applicable.
(27) Financial Data Schedule.
Not applicable.
(99) Additional Exhibits.
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CANANDAIGUA WINE COMPANY, INC.
Dated: January 13, 1994 By: s/Richard Sands
________________________________
Richard Sands, President and
Chief Executive Officer
Dated: January 13, 1994 By: s/Lynn K. Fetterman
___________________________________
Lynn K. Fetterman, Senior Vice President, Chief
Financial Officer and Secretary (Principal
Financial Officer and Principal Accounting
Officer)
SUBSIDIARIES
Batavia Wine Cellars, Inc.
Dated: January 13, 1994 By: s/Richard Sands
____________________________________
Richard Sands, Vice President
Dated: January 13, 1994 By: s/Lynn K. Fetterman
_____________________________________
Lynn K. Fetterman, Secretary and Treasurer
(Principal Financial Officer and Principal
Accounting Officer)
Bisceglia Brothers Wine Co.
Dated: January 13, 1994 By: s/Richard Sands
_____________________________________
Richard Sands, Vice President
Dated: January 13, 1994 By: s/Lynn K. Fetterman
_____________________________________
Lynn K. Fetterman, Secretary (Principal
Financial Officer and Principal Accounting
Officer)
California Products Company
Dated: January 13, 1994 By: s/Richard Sands
_____________________________________
Richard Sands, Vice President
Dated: January 13, 1994 By: s/Lynn K. Fetterman
_____________________________________
Lynn K. Fetterman, Secretary (Principal
Financial Officer and Principal Accounting
Officer)
Guild Wineries & Distilleries, Inc.
Dated: January 13, 1994 By: s/Chris Kalabokes
_____________________________________
Chris Kalabokes, Chief Executive Officer
Dated: January 13, 1994 By: s/Lynn K. Fetterman
_____________________________________
Lynn K. Fetterman, Secretary and Treasurer
(Principal Financial Officer and Principal
Accounting Officer)
Tenner Brothers, Inc.
Dated: January 13, 1994 By: s/Richard Sands
_____________________________________
Richard Sands, Vice President
Dated: January 13, 1994 By: s/Lynn K. Fetterman
_____________________________________
Lynn K. Fetterman, Secretary (Principal
Financial Officer and Principal Accounting
Officer)
Widmer's Wine Cellars, Inc.
Dated: January 13, 1994 By: s/Richard Sands
_____________________________________
Richard Sands, Vice President
Dated: January 13, 1994 By: s/Lynn K. Fetterman
_____________________________________
Lynn K. Fetterman, Secretary (Principal
Financial Officer and Principal Accounting
Officer)
Barton Incorporated
Dated: January 13, 1994 By: s/Richard Sands
_____________________________________
Richard Sands, Vice President
Dated: January 13, 1994 By: s/Raymond E. Powers
_____________________________________
Raymond E. Powers, Vice President (Principal
Financial Officer and Principal Accounting
Officer)
Barton Brands, Ltd.
Dated: January 13, 1994 By: s/Richard Sands
_____________________________________
Richard Sands, Vice President
Dated: January 13, 1994 By: s/Raymond E. Powers
_____________________________________
Raymond E. Powers, Senior Vice President-
Finance (Principal Financial Officer and
Principal Accounting Officer)
Barton Beers, Ltd.
Dated: January 13, 1994 By: s/Richard Sands
_____________________________________
Richard Sands, Vice President
Dated: January 13, 1994 By: s/Norman R. Goldstein
_____________________________________
Norman R. Goldstein, Treasurer (Principal
Financial Officer and Principal Accounting
Officer)
Barton Brands of California, Inc.
Dated: January 13, 1994 By: s/Richard Sands
_____________________________________
Richard Sands, Vice President
Dated: January 13, 1994 By: s/Norman R. Goldstein
_____________________________________
Norman R. Goldstein, Treasurer (Principal
Financial Officer and Principal Accounting
Officer)
Barton Brands of Georgia, Inc.
Dated: January 13, 1994 By: s/Richard Sands
_____________________________________
Richard Sands, Vice President
Dated: January 13, 1994 By: s/Norman R. Goldstein
_____________________________________
Norman R. Goldstein, Treasurer (Principal
Financial Officer and Principal Accounting
Officer)
Barton Distillers Import Corp.
Dated: January 13, 1994 By: s/Richard Sands
_____________________________________
Richard Sands, Vice President
Dated: January 13, 1994 By: s/Norman R. Goldstein
_____________________________________
Norman R. Goldstein, Treasurer (Principal
Financial Officer and Principal Accounting
Officer)
Barton Financial Corporation
Dated: January 13, 1994 By: s/Norman R. Goldstein
_____________________________________
Norman R. Goldstein, President and Treasurer
(Principal Financial Officer and Principal
Accounting Officer)
Stevens Point Beverage Co.
Dated: January 13, 1994 By: s/Richard Sands
_____________________________________
Richard Sands, Vice President
Dated: January 13, 1994 By: s/Norman R. Goldstein
_____________________________________
Norman R. Goldstein, Treasurer (Principal
Financial Officer and Principal Accounting
Officer)
Monarch Wine Company, Limited Partnership
Dated: January 13, 1994 By: s/Richard Sands
_____________________________________
Richard Sands, Vice President Barton
Management, Inc., General Partner
Dated: January 13, 1994 By: s/Norman R. Goldstein
_____________________________________
Norman R. Goldstein, Vice Presidnt and
Treasurer, Barton Management, Inc., General
Partner (Principal Financial Officer and
Principal Accounting Officer)
Barton Management, Inc.
Dated: January 13, 1994 By: s/Richard Sands
_____________________________________
Richard Sands, Vice President
Dated: January 13, 1994 By: s/Norman R. Goldstein
_____________________________________
Norman R. Goldstein, Vice President and
Treasurer (Principal Financial Officer and
Principal Accounting Officer)
Vintners International Company, Inc.
Dated: January 13, 1994 By: s/Richard Sands
_____________________________________
Richard Sands, President
Dated: January 13 , 1994 By: s/Lynn K. Fetterman
_____________________________________
Lynn K. Fetterman, Secretary and Treasurer
(Principal Financial Officer and Principal
Accounting Officer)
INDEX TO EXHIBITS
(2) Plan of acquisition, reorganization,
arrangement, liquidation or succession.
(a) Asset Sale Agreement between Vintners
International Company, Inc. and Canandaigua
Wine Company, Inc. dated September 14, 1993
(including a list briefly identifying the
contents of all omitted exhibits and schedules
thereto), is incorporated herein by reference
to Exhibit 2(a) to the Company's Current Report
on Form 8-K, dated October 15, 1993.
(b) Amendment dated as of October 14, 1993 to Asset
Sale Agreement dated as of September 14, 1993
by and between Vintners International Company,
Inc. and Canandaigua Wine Company, Inc., is
incorporated herein by reference to Exhibit
2(b) to the Company's Current Report on Form 8-
K, dated October 15, 1993.
(c) Amendment No. 1 dated as of October 15, 1993 to
Amendment and Restatement dated as of June 29,
1993 among Canandaigua Wine Company, Inc., its
Subsidiaries and certain banks for which The
Chase Manhattan Bank (National Association)
acts as agent (including a list briefly
identifying the contents of all omitted
exhibits and schedules thereto), is
incorporated herein by reference to Exhibit
2(c) to the Company's Current Report on Form 8-
K, dated October 15, 1993.
(d) Senior Subordinated Loan Agreement dated as of
October 15, 1993 among Canandaigua Wine
Company, Inc., its Subsidiaries and certain
banks for which The Chase Manhattan Bank
(National Association) acts as agent (including
a list briefly identifying the contents of all
omitted exhibits and schedules thereto), is
incorporated herein by reference to Exhibit
2(d) to the Companys' Current Report on Form 8-
K, dated October 15, 1993.
(4) Instruments defining the rights of security
holders, including indentures.
(a) Indenture dated as of December 27, 1993 among
Canandaigua Wine Company, Inc., its
Subsidiaries and Chemical Bank is included
herein as Exhibit 4.1 at page ___ of this
Report.
(10) Material Contracts
(a) The Canandaigua Wine Company, Inc. Stock Option
and Stock Appreciation Right Plan (filed as
Appendix B of the Canandaigua Wine Company,
Inc. Definitive Proxy Statement dated December
23, 1987 and incorporated herein by reference).
(b) Amendment No. 1 to the Canandaigua Wine
Company, Inc. Stock Option and Stock
Appreciation Right Plan (filed as Exhibit 10.1
to the Company's Annual Report on Form 10-K for
the fiscal year ended August 31, 1992 and
incorporated herein by reference).
(c) Amendment No. 2 to the Canandaigua Wine
Company, Inc. Stock Option and Stock
Appreciation Right Plan (filed as Exhibit 28 to
the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended November 30, 1992 and
incorporated herein by reference).
(d) Amendment No. 3 to the Canandaigua Wine
Company, Inc. Stock Option and Stock
Appreciation Right Plan (filed as Exhibit 10.4
to the Company's Annual Report on Form 10-K for
the fiscal year ended August 31, 1993 and
incorporated herein by reference).
(e) Amendment No. 4 to the Canandaigua Wine
Company, Inc. Stock Option and Stock
Appreciation Right Plan is set forth in Exhibit
10.1 on page of this Report.
(f) Employment Agreement between Barton
Incorporated and Ellis M. Goodman dated as of
October 1, 1991 as amended by Amendment to
Employment Agreement between Barton
Incorporated and Ellis M. Goodman dated as of
June 29, 1993 (filed as Exhibit 10.5 to the
Company's Annual Report on Form 10-K for the
fiscal year ended August 31, 1993 and
incorporated herein by reference).
(g) Barton Incorporated Management Incentive Plan
(filed as Exhibit 10.6 to the Company's Annual
Report on Form 10-K for the fiscal year ended
August 31, 1993 and incorporated herein by
reference).
(h) Ellis M. Goodman Split Dollar Insurance
Agreement (filed as Exhibit 10.7 to the
Company's Annual Report on Form 10-K for the
fiscal year ended August 31, 1993 and
incorporated herein by reference).
(i) Barton Brands, Ltd. Deferred Compensation Plan
(filed as Exhibit 10.8 to the Company's Annual
Report on Form 10-K for the fiscal year ended
August 31, 1993 and incorporated herein by
reference).
(j) Marvin Sands Split Dollar Insurance Agreement
(filed as Exhibit 10.9 to the Company's Annual
Report on Form 10-K for the fiscal year ended
August 31, 1993 and incorporated herein by
reference).
(k) Amendment and Restatement dated as of June 29,
1993 of Credit Agreement among Canandaigua Wine
Company Inc., its Subsidiaries and certain
banks for which The Chase Manhattan Bank
(National Association) acts as agent (filed as
Exhibit 2(b) to the Company's Current Report on
Form 8-K dated June 29, 1993 and incorporated
herein by reference).
(l) Amendment No. 1 dated as of October 15, 1993 to
Amendment and Restatement dated as of June 29,
1993 of Credit Agreement among Canandaigua
Wine Company, Inc., its Subsidiaries and
certain banks for which The Chase Manhattan
Bank (National Association) acts as agent
(filed as Exhibit 2(c) to the Company's Current
Report on Form 8-K dated October 15, 1993 and
incorporated herein by reference).
(m) Senior Subordinated Loan Agreement dated as of
October 15, 1993 among Canandaigua Wine
Company, Inc., its Subsidiaries and certain
banks for which The Chase Manhattan Bank
(National Association) acts as Agent (filed as
Exhibit 2(d) to the Company's Current Report on
Form 8-K dated October 15, 1993 and
incorporated herein by reference).
(11) Statement re computation of per share earnings.
Computation of per share earnings is set forth in
Exhibit 11 on page ___ of this Report.
(15) Letter re unaudited interim financial
information.
Not applicable.
(18) Letter re change in accounting principles.
Not applicable.
(19) Report furnished to security holders.
Not applicable.
(22) Published report regarding matters submitted to
a vote of security holders.
Not applicable.
(23) Consents of experts and counsel.
Not applicable.
(24) Power of Attorney.
Not applicable.
(27) Financial Data Schedule.
Not applicable.
(99) Additional Exhibits.
Not applicable.