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Golden State Vintners, Inc.
500 Drake's Landing Road, Greenbrae, CA 94904 * (415) 461-4400

The company is one of the largest vertically integrated suppliers of premium bulk wines, wine processing and storage services, wine grapes and case goods in the United States.

Primary Underwriting Group
ManagerTierPhone
Goldman, Sachs & Co.Lead Manager (212) 902-5959
Hambrecht & Quist IncorporatedCo-manager (415) 439-3626
J.P. Morgan Securities Inc.Co-manager (212) 648-0517

Offering Information
NASNTL:VINT Manufacturing: SIC 2084
Type of Shares:Class B Common Shares Filing Date:4/30/98
U.S. Shares:4,300,000 Offer Date:7/21/98
Non-U.S. Shares:0 Filing Range:$16.00 - $19.00
Primary Shares:2,150,000 Offer Price:$17.00
Secondary Shares:2,150,000 Gross Spread:$1.19
Offering Amount: $75,250,000 Selling:$0.70
Expenses:$1,600,000 Reallowance:$0.10
Post-IPO Shares: -
Employees:172

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Riordan & McKinzie
Bank's Law Firm: Sullivan & Cromwell
Registrar/Transfer Agent: U. S. Stock Transfer Corporation
Auditor: Deloitte & Touche

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
6 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Audited
Income
Balance
Sheet
6/30/97 12/31/97 12/31/96 12/31/97
Revenue:$95.78$89.53$76.07Assets:$138.27
Net Income:$4.86$4.90$6.39Curr Assets:$65.74
EPS:$0.71$0.62$0.93Liabilities:$112.56
Prior EPS:$0.09Curr Liab:$53.38
Cash Flow/Oper:$6.42-$2.40$2.61Equity:$25.72
Cash Flow/Fin:-$2.36$4.14$1.80Cash:$0.85
Cash Flow/Inv:-$4.05-$2.11-$2.12Working Cap:$12.37

Competition
The wine industry is extremely competitive. The Company competes with several well-capitalized companies in the production of bulk wine. Further, many of the Company's current and prospective competitors have substantially greater financial, production, personnel and other resources than the Company. In order to meet near-term shortfalls in supply, a number of wineries have commenced purchases of wine from foreign sources. Because of higher production costs in the United States and the higher prices of grapes in California, especially in comparison to the prices of years past, some wineries can achieve significant cost savings, even after taking into account shipping costs, by importing bulk wine from abroad. Some countries, such as France, have launched marketing campaigns to increase their sales in the United States. Foreign competition can be expected to continue and increase. In addition, the Company's principal winery customers compete with each other and with other wineries located in the United States, Europe, South America, South Africa and Australia. Wine also competes with other alcoholic, and to a lesser degree, nonalcoholic beverages, and to the extent wine consumers reduce consumption of wine in favor of such other beverages, demand for wine and the Company's products and services could decline.

Business Plan
GSV's strategic objective is to strengthen its position as a leading supplier of premium bulk wine, wine processing and storage services and case goods to the leading branded wineries in California and to a number of international winemakers. In addition to building on its business strengths, the Company's strategy for achieving this goal has the following key elements: (I) Upgrade and Expand Winemaking Operations, (ii) Pursue Strategic Acquisitions and (iii) Expand Internationally.

Use of Proceeds
The proceeds from the proposed offering will be used for general corporate purposes.

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