Ronnybrook Farm Dairy, Inc.
Proposed Ticker:RONY Prospect Hill Road
Exchange:Over-the-Counter Market Ancramdale, NY 12503
Industry:Manufacturing (SIC Code 2026) (518) 398-6455
# of Employees:11

Filing Information
Type of Shares:Common Shares Filing Date:2/26/98
U.S. Shares Filed:600,000 Filing Range:$5.00 - $7.00
Non-U.S. Shares Filed:0 Offering Amount: $3,600,000
Primary Shares:600,000 Expenses:$430,000
Secondary Shares:0 Shares Out After:1,200,000

Primary Underwriting Group
ManagerTierPhone
National Securities Corp.Lead Manager (800) 800-9217

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Morse, Zelnick, Rose & Lander, LLP
Bank's Law Firm: Greenberg Traurig Hoffman Lipoff Rosen & Quentel
Auditor: Arthur Andersen
Registrar/Transfer Agent: American Stock Transfer & Trust Co

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/97 12/31/97
Revenue:$0.84Assets:$0.70
Net Income:-$0.12Curr Assets:$0.45
EPS:-$0.19Liabilities:$0.88
Prior EPS:-$0.11Curr Liabilities:$0.23
Cash Flow/Oper:-$0.19Equity:-$0.18
Cash Flow/Fin:$0.55Cash:$0.29
Cash Flow/Inv:-$0.08Working Cap:$0.22

Business Description
The company manufactures and markets premium quality dairy products from farm-fresh raw milk under the Ronnybrook brand name in the New York metropolitan area, eastern Long Island, northern New Jersey areas. The Company's products include Creamline(R) whole milk and skim milk, heavy cream and half-and-half packaged in traditional glass bottles, butter, ice cream, yogurt and creme fraiche, and on a limited basis, assorted cheeses, including mozzarella, farmer's cheese, cottage cheese and fromage blanc. During the holiday season, the Company also produces eggnog. The Company sells its products to (i) more than 150 supermarkets, specialty food stores and gourmet delis, (ii) approximately 50 food service clients, including several of the most highly-rated restaurants in New York City, (iii) the Culinary Institute of America, and (iv) directly to the public at outdoor green markets, including the Union Square green market in New York City, and at the Company's distribution center at Chelsea Market in New York City.

Competition
The food business is highly competitive and, therefore, the Company faces substantial competition in connection with the marketing and sale of its products. The Company's products are positioned as premium products and, accordingly, are generally priced higher than certain similar competitive products. The Company believes that the principal competitive factors in marketing its products are quality, taste, freshness, price and product recognition. While the Company believes that it competes favorably in terms of quality, taste and freshness, its products are more expensive and less well known than other brands. The Company's premium products may be considered in competition with non-premium quality dairy products for discretionary food dollars.

Business Plan
The Company believes that Ronnybrook products enjoy a reputation, among those people who are familiar with its products, for being of the highest quality and arriving to consumers "fresh-off-the-farm." The Company believes that this reputation has spread principally by word-of-mouth and also as a result of favorable press coverage, as marketing efforts to date have been very limited. Pursuant to its proposed marketing plan, the Company will seek to build upon the reputation of Ronnybrook products and create a strong brand identity, making its products more widely recognizable.

Use of Proceeds
The proceeds from the proposed offering will be used for the development of no-return containers for fluid diary products, product marketing, sales and distribution, purchase of dairy plant equipment, plant improvements, repayment of certain indebtedness, development of a signature store and free-standing kiosk to be located in Grand Central Terminal in New York City, and for working capital and for general corporate purposes.

Additional Underwriter Compensation
Warrant to purchase 60,000 shares/units at $60.00 per share/unit.

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