SCHEID VINEYARDS INC
10QSB, 1999-05-12
AGRICULTURAL PRODUCTION-CROPS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 1999

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        Commission file number 000-22857

                              SCHEID VINEYARDS INC.
        (Exact name of small business issuer as specified in its charter)
 
             Delaware                                   77-0461833
  (State or other jurisdiction of         (I.R.S. Employer Identification No.)
   incorporation or organization)        

        13470 Washington Blvd.
      Marina del Rey, California                           90292
(Address of principal executive offices)                (Zip Code)

                                 (310) 301-1555
              (Registrant's telephone number, including area code)

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         
                                  ---      ---

There were 6,107,663 shares outstanding of registrant's Common Stock, par 
value $.001 per share, as of May 12, 1999, consisting of 2,733,563 shares of 
Class A Common Stock and 3,374,100 shares of Class B Common Stock.

Transitional Small Business Disclosure Format (check one):     Yes     No   X  
                                                                  ---      ---

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- -------------------------------------------------------------------------------

                                 Page 1 of 13

<PAGE>




                              SCHEID VINEYARDS INC.
                               FORM 10-QSB INDEX

<TABLE>
<CAPTION>
                                                                                             Page No. 
                                                                                             --------
<S>                                                                                            <C>
PART I - FINANCIAL INFORMATION                                                                  

Item 1.  Financial Statements:                                                            
                                                                                                             
                a.  Consolidated Balance Sheets at March 31, 1999 and December 31, 1998         3      
                                                                                                         
                b.  Consolidated Statements of Operations for the three                         4     
                    months ended March 31, 1999 and 1998                                              
                                                                                                      
                c.  Consolidated Statements of Cash Flows for the three                         5      
                    months ended March 31, 1999 and 1998                                               
                                                                                                      
                d.  Notes to Consolidated Financial Statements                                  6        
                                                                                                                
Item 2.  Management's Discussion and Analysis of Financial Condition                            7        
         and Results of Operations                                                                     
                                                                                                         
PART II - OTHER INFORMATION                                                                           
                                                                                                        
Item 1.  Legal Proceedings                                                                     12    
                                                                                                                
Item 2.  Changes in Securities and Use of Proceeds                                             12    
                                                                                                                
Item 3.  Defaults Upon Senior Securities                                                       12    
                                                                                                                
Item 4.  Submission of Matters to a Vote of Security Holders                                   12    
                                                                                                                
Item 5.  Other Information                                                                     13    
                                                                                                              
Item 6.  Exhibits and Reports on Form 8-K                                                      13    
                                                                                                              
Signatures                                                                                     13    
                                                        
</TABLE>
                                 Page 2 of 13


<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                      SCHEID VINEYARDS INC. AND SUBSIDIARY
                          CONSOLIDATED BALANCE SHEETS

                    (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                                            March 31,    December 31,
                                                                                              1999          1998
                                                                                          ------------   ------------
                                                                                          (Unaudited)
                                     ASSETS
<S>                                                                                        <C>           <C>
CURRENT ASSETS:
   Cash and cash equivalents...................................................            $      705    $   5,031
   Accounts receivable, trade..................................................                   200          728
   Accounts receivable, other..................................................                    --          398
   Inventories.................................................................                 2,249          742
   Supplies, prepaid expenses and other current assets.........................                   291          614
   Deferred income taxes.......................................................                    38           38
   Current portion of long-term receivable.....................................                   485           --
                                                                                          ------------   ---------
        Total current assets...................................................                 3,968        7,551
PROPERTY, PLANT AND EQUIPMENT, NET.............................................                38,697       32,937
LONG-TERM RECEIVABLE...........................................................                 4,365        5,572
OTHER ASSETS, NET..............................................................                   474          472
                                                                                          ------------   ---------
                                                                                            $  47,504   $   46,532
                                                                                          ------------   ---------
                                                                                          ------------   ---------
                       LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Current portion of long-term debt...........................................            $      900 $        275
   Accounts payable and accrued liabilities....................................                 3,216          716
   Accrued interest payable....................................................                   142          197
   Income taxes payable........................................................                    --        2,480
                                                                                          ------------   ---------
        Total current liabilities..............................................                 4,258        3,668
LONG-TERM DEBT, NET OF CURRENT PORTION.........................................                13,265       11,562
DEFERRED INCOME TAXES..........................................................                   585          867
                                                                                          ------------   ---------
         Total liabilities.....................................................                18,108       16,097
                                                                                          ------------   ---------
STOCKHOLDERS' EQUITY:
    Preferred stock, $.001 par value; 2,000,000 shares authorized; no                                                    
     shares issued and outstanding.............................................                    --           --
   Common stock,                                                                                                         
     Class A, $.001 par value; 20,000,000 shares authorized;                                      
       3,325,313 issued at March 31, 1999 and December 31, 1998; 2,733,563 and
       2,872,950 shares outstanding at March 31, 1999 and December 31, 1998,
       respectively
     Class B, $.001 par value; 10,000,000 shares authorized;                                                             
       3,374,100 shares issued and outstanding at March 31, 1999                                                         
       and December 31, 1998..................................................                      7            7
   Additional paid-in capital..................................................                21,868       21,868
   Retained earnings...........................................................                10,513       10,936
   Less: treasury stock; 591,750 Class A shares at cost at                                                         
    March 31, 1999 and 452,050 at December 31, 1998 ...........................                (2,992)      (2,376)
                                                                                          ------------   ---------
        Total stockholders' equity.............................................                29,396       30,435
                                                                                          ------------   ---------
                                                                                             $ 47,504   $   46,532
                                                                                          ------------   ---------
                                                                                          ------------   ---------
</TABLE>

          See accompanying Notes to Consolidated Financial Statements

                                 Page 3 of 13


<PAGE>


                     SCHEID VINEYARDS INC. AND SUBSIDIARY
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                              Three Months Ended
                                                                                  March  31,
                                                                             -------------------
                                                                             1999           1998
                                                                             ----           ----
<S>                                                                     <C>            <C>
REVENUES:
      Sales...........................................................  $        250   $        307
      Vineyard management, services and other fees....................           187            213
                                                                        ------------   -------------
         Total revenues...............................................           437            520
COST OF SALES.........................................................           158            131
                                                                        ------------   -------------
GROSS PROFIT..........................................................           279            389
   General and administrative expenses................................           992          1,202
   Interest expense (income), net.....................................            (8)           (15)
                                                                        ------------   -------------
LOSS BEFORE INCOME TAX BENEFIT........................................          (705)          (798)
INCOME TAX BENEFIT ...................................................           282            320
                                                                        ------------   -------------
NET LOSS..............................................................  $       (423)   $      (478)
                                                                        ------------   -------------
                                                                        ------------   -------------
BASIC AND DILUTED NET LOSS PER SHARE .................................  $      (0.07)   $     (0.07)
                                                                        ------------   -------------
                                                                        ------------   -------------
WEIGHTED AVERAGE SHARES OUTSTANDING...................................         6,116          6,700
                                                                        ------------   -------------
                                                                        ------------   -------------
</TABLE>

          See accompanying Notes to Consolidated Financial Statements

                                 Page 4 of 13


<PAGE>



                      SCHEID VINEYARDS INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (AMOUNTS IN THOUSANDS)
                                 (UNAUDITED)


<TABLE>
<CAPTION>                                                                                          Three Months Ended
                                                                                                        March 31,
                                                                                                 ---------------------
                                                                                                 1999             1998
                                                                                                 ----             ----
<S>                                                                                         <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss .............................................................................   $       (423)     $     (478)
   Adjustments to reconcile net loss to net cash used in operating activities:
     Depreciation, amortization and abandonments.........................................            370             459
     Deferred compensation...............................................................             --              22
     Noncash compensation................................................................             --              75
     Deferred income taxes...............................................................           (282)             --
     Changes in operating assets and liabilities:
      Accounts receivable, trade.........................................................            528              81
      Accounts receivable, other.........................................................            398             406
      Inventories........................................................................         (1,507)         (1,480)
      Supplies, prepaid expenses and other current assets................................            323             167
      Accounts payable and accrued liabilities...........................................            607             288
      Income taxes payable...............................................................         (2,480)             --
                                                                                            -------------   -------------
        Net cash used in operating activities............................................         (2,466)           (460)
                                                                                            -------------   -------------
CASH FLOWS FROM INVESTING ACTIVITIES:                                                       
   Long-term receivable..................................................................            722             142
   Additions to property, plant and equipment............................................         (4,292)         (2,466)
   Other assets..........................................................................             (2)           (167)
                                                                                            -------------   -------------
        Net cash used in investing activities............................................         (3,572)         (2,491)
                                                                                            -------------   -------------
CASH FLOWS FROM FINANCING ACTIVITIES:                                                                
   Increase in long-term debt............................................................          3,533             855
   Repayment of long-term debt...........................................................         (1,205)           (997)
   Purchase of treasury shares...........................................................           (616)             --
                                                                                            -------------   -------------
        Net cash provided by (used in) financing activities..............................          1,712            (142)
                                                                                            -------------   -------------
        Decrease in cash and cash equivalents............................................         (4,326)         (3,093)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD...........................................          5,031          14,483
                                                                                            -------------   -------------
CASH AND CASH EQUIVALENTS, END OF PERIOD.................................................    $       705    $     11,390
                                                                                            -------------   -------------
                                                                                            -------------   -------------
</TABLE>



             See accompanying Notes to Consolidated Financial Statements.

                                 Page 5 of 13

<PAGE>



                      SCHEID VINEYARDS INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

BASIS OF PRESENTATION

         The consolidated financial statements included herein have been 
prepared by Scheid Vineyards Inc. (the "Company" or "SVI") without audit, 
pursuant to the rules and regulations of the Securities and Exchange 
Commission (the "SEC"). Certain information and footnote disclosures normally 
included in financial statements prepared in accordance with generally 
accepted accounting principles have been omitted pursuant to such SEC rules 
and regulations. In the opinion of management of the Company, the foregoing 
consolidated statements contain all adjustments necessary to present fairly 
the financial position of the Company as of March 31, 1999, and its results 
of operations and cash flows for the three-month periods ended March 31, 1999 
and 1998. Due to the seasonality of the wine grape business, the interim 
results reflected in the foregoing consolidated financial statements are not 
considered indicative of the results expected for the full fiscal year. The 
Company's consolidated balance sheet as of December 31, 1998 included herein 
has been derived from the Company's audited financial statements as of that 
date included in the Company's Annual Report on Form 10-KSB. The accompanying 
consolidated financial statements should be read in conjunction with the 
financial statements and the notes thereto filed as part of the Company's 
Annual Report on Form 10-KSB.

RECENT DEVELOPMENTS

         In December 1998, the Company signed a long-term lease for 
approximately 740 acres of undeveloped land suitable for wine grape vineyards 
in Greenfield, a few miles from the Company's vineyard headquarters. The 
lease is for a term of up to 34 years. The planting of the entire 740-acre 
vineyard, including rootstock and irrigation and trellising systems, is on 
schedule to be substantially completed by May 31, 1999, with the first 
harvest expected in 2001.

         In October 1998, the Company instituted a new stock repurchase 
program in which the Company may spend up to $2.5 million in open market 
transactions to purchase outstanding shares of its Class A Common Stock at 
such times, in such amounts or blocks and at such prices as deemed 
appropriate. This repurchase program will expire on September 30, 1999. 
Through May 12, 1999, the Company had repurchased 387,050 shares under this 
program for approximately $1,746,000. In connection with the adoption of the 
new stock repurchase program, the Company terminated a prior stock repurchase 
program that authorized the purchase of up to 200,000 shares of Class A 
Common Stock. Under the prior repurchase program, the Company repurchased 
102,600 shares of Class A Common Stock for an aggregate purchase price of 
$542,000 from July to October 1998. The Company also made other repurchases 
earlier in 1998 of 103,000 shares of Class A Common Stock at an aggregate 
purchase price of approximately $708,000.

                                 Page 6 of 13


<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

OVERVIEW

         Scheid Vineyards Inc. is a leading independent (I.E., not winery 
controlled) producer of premium varietal wine grapes. The Company currently 
operates approximately 6,000 acres of wine grape vineyards. Of this total, 
approximately 4,400 acres are operated for the Company's own account, and 
1,600 acres are operated under management contracts for others. All of the 
properties currently operated by the Company are located in Monterey and San 
Benito Counties in California, both of which are generally recognized as 
excellent regions for growing high quality wine grape varieties.

         The Company currently produces 13 varieties of premium wine grapes, 
primarily Chardonnay, Merlot, Cabernet Sauvignon and Sauvignon Blanc. 
Substantially all of the Company's current wine grape production is 
contracted at least through the harvest of 2001, and the majority is 
contracted at least through the harvest of 2006.

         The wine grape business is extremely seasonal. Similar to most 
nondiversified agricultural crop producers, the Company recognizes 
substantially all of its crop sales revenues at the time of its annual 
harvest in September and October. Because success of the Company's operations 
is dependent upon the results of the Company's annual harvest, the first two 
quarters have historically resulted in a loss and quarterly results are not 
considered indicative of those to be expected for a full year. Profits, if 
any, are recognized in the last two fiscal quarters of the year when revenues 
from grape sales are recognized. In addition, the timing of the annual 
harvest varies each year based primarily on seasonal growing conditions, 
resulting in timing differences in the portion of grape revenues recognized 
in the third and fourth quarters of any one year. From time to time, the 
Company has in the past, and may in the future, convert grapes into bulk wine 
for sale in years subsequent to the harvest year, which may impact quarterly 
results. These are significant factors in comparing quarterly operating 
results between fiscal years.

RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 1999 AND 1998

         REVENUES. SVI derives its revenues from four sources: (i) sales of 
wine grapes; (ii) sales of bulk wine; (iii) vineyard management and services 
revenues consisting primarily of management and harvest fees and equipment 
rentals for services provided to owners of vineyards; and (iv) sales of wine 
and wine-related merchandise sold primarily through the Company's tasting 
room.

         Sales (which is comprised of revenue from sales of wine grapes, bulk 
wine and wine and wine-related merchandise) decreased to $250,000 in the 
three months ended March 31, 1999 from $307,000 in the 1998 period, a 
decrease of $57,000. Sales for the three months ended March 31, 1999 is 
comprised of $215,000 in bulk wine sales and $35,000 from the sale of wine 
and wine-related merchandise. Sales for the three months ended March 31, 1998 
is comprised of $283,000 in bulk wine sales and $24,000 from the sale of wine 
and wine-related merchandise.

                                 Page 7 of 13


<PAGE>



         Revenue from vineyard management, services and other fees decreased 
by 12% to $187,000 for the three months ended March 31, 1999 from $213,000 in 
the 1998 period, a decrease of $26,000. The decrease was primarily due to the 
elimination of a 68-acre vineyard management contract and a reduction in 
equipment rentals from 1998 to 1999.

         GROSS PROFIT. Gross profit for the three months ended March 31, 1999 
was $279,000 compared to $389,000 for the three months ended March 31, 1998, 
a decrease of $110,000 or 28%. This decrease resulted primarily from the 
reductions in sales of bulk wine and the decrease in management and other 
fees from 1998 to 1999.

         Costs associated with the provision of management services are 
reimbursed by the Company's clients, therefore, no cost of sales is deducted 
in determining gross profit on these services.

         GENERAL AND ADMINISTRATIVE. General and administrative expenses 
decreased by 17% to $992,000 for the three months ended March 31, 1999 from 
$1,202,000 in the 1998 period, a decrease of $210,000. The decrease was due 
primarily to reductions in executive salaries, professional fees and vineyard 
write-downs.

         INTEREST EXPENSE (INCOME), NET. Net interest income was $8,000 for 
the three months ended March 31, 1999 and $15,000 in the 1998 period, a 
decrease of $7,000, and is comprised of the following:

<TABLE>
<CAPTION>

                                                                              1999                 1998
                                                                              -----                ----
<S>                                                                        <C>                <C>
Interest expense.........................................................  $  129,000         $    293,000
Less capitalized interest................................................    (105,000)            (122,000)
                                                                          -------------       -------------
Net interest expense.....................................................      24,000              171,000
Interest income..........................................................     (32,000)            (186,000)
                                                                          -------------       -------------
Net interest expense (income)............................................  $   (8,000)        $    (15,000)
                                                                          ------------        -------------
                                                                          ------------        -------------
</TABLE>

         Total interest expense decreased primarily as a result of lower 
interest rates in the 1999 period and the repayment of amounts borrowed under 
the Company's long-term revolving credit facilities in the fourth quarter of 
fiscal 1998. The decrease in interest income in 1999 was due to the decrease 
in cash holdings of the Company from 1998 to 1999, primarily as the result of 
the continued development of Company-owned vineyards, the repayment of 
amounts borrowed on long-term revolving credit facilities and the repurchase 
of the Company's Class A Common Stock in the fourth quarter of fiscal 1998.

         INCOME TAX BENEFIT. The income tax benefit decreased to $282,000 for 
the three months ended March 31, 1999 from $320,000 in the 1998 period.

         NET LOSS. As a result of the above, the Company had a net loss for 
the three months ended March 31, 1999 of $423,000 as compared to $478,000 in 
the 1998 period.

                                 Page 8 of 13


<PAGE>



LIQUIDITY AND CAPITAL RESOURCES

         SVI's primary sources of cash have historically been funds provided 
by internally generated cash flow and bank borrowings. The Company has made 
substantial capital expenditures to redevelop its existing vineyard 
properties and acquire and develop new acreage, and the Company intends to 
continue these types of expenditures. Cash generated from operations has not 
been sufficient to satisfy all of the Company's working capital and capital 
expenditure needs. As a consequence, the Company has depended upon and 
continues to rely upon, both short and long-term bank borrowings. The Company 
had a working capital deficit at March 31, 1999 of $290,000 as compared to 
working capital of $3,883,000 at December 31, 1998, a decrease in working 
capital of $4,173,000. The reduction in working capital was primarily due to 
the expenditures of current working capital to fund vineyard development, 
repay certain long-term credit facilities and repurchase shares of the 
Company's Class A Common Stock.

         Under the Company's historical working capital cycle, working 
capital is required primarily to finance the costs of growing and harvesting 
its wine grape crop. The Company normally delivers substantially all of its 
crop in September and October, and receives the majority of its cash from 
grape sales in November. In order to bridge the gap between incurrence of 
expenditures and receipt of cash from grape sales, large working capital 
outlays are required for approximately eleven months each year. Historically, 
SVI has obtained these funds pursuant to credit lines with banks.

         The Company currently has credit lines that provide both short-term 
and long-term funds. The short-term "crop" line has maximum credit available 
of $10,500,000 and is intended to finance the Company's anticipated working 
capital needs. This crop line expires June 5, 2000, and is secured by crops 
and other assets of the Company. There were no amounts outstanding under this 
line at March 31, 1999.

         SVI also has long-term credit facilities which expire through July 
2008 and provide for maximum borrowings totaling $10,885,000, which diminish 
annually through the expiration dates to a maximum allowable commitment of 
$5,412,000. At March 31, 1999, the outstanding amount owed by the Company 
under these facilities was $3,050,000. The interest rate on each of these 
lines is based on the bank's "reference" or "cost of funds" rate. At March 
31, 1999, the weighted average per annum interest rate on these lines was 
7.06%. These credit lines are secured by deeds of trust on underlying 
vineyard property.

         The Company also has other long-term notes payable which, as of 
March 31, 1999, totaled approximately $6,265,000. The interest rate on each 
of these notes is based on the bank's "reference" or "cost of funds" rate. At 
March 31, 1999, the weighted average per annum interest rate on these notes 
was 7.06%. These notes are secured by deeds of trust on underlying vineyard 
property.

         The Company also has a bank line of credit with an original maximum 
loan commitment of $7,500,000, the proceeds of which are being used to 
develop a vineyard owned by a major client and managed under a long-term 
contract by the Company. Any amount borrowed on the line, even if repaid 
before the end of the availability period, permanently reduces the remaining 
available line of credit. At March 31, 1999, the maximum available and 
outstanding balances on this line of credit were $5,297,000 and $4,850,000, 
respectively. This line bears interest at the bank's reference rate (5.46% at 
March 31, 1999)

                                 Page 9 of 13


<PAGE>



and is repayable in six annual installments beginning January 2000. The note 
is secured by a letter of credit provided by the client and by the Company's 
management contract. The management contract provides for the Company's 
client to make payment of the annual principal installments under this line 
as and when they become due.

         The Company's principal credit facilities and notes payable bind the 
Company to a number of affirmative and negative covenants, including 
requirements to maintain certain financial ratios within certain parameters 
and to satisfy certain other financial tests. At March 31, 1999, the Company 
was in compliance with these covenants.

         Although no assurances can be given, management believes that the 
Company's anticipated working capital levels and short-term borrowing 
capabilities will be adequate to meet the Company's currently anticipated 
liquidity needs during the fiscal year ending December 31, 1999. At March 31, 
1999, the Company had $17,521,000 in borrowing availability under its 
long-term revolving credit facilities and crop line of credit.

         Management expects that capital requirements will expand 
significantly to support expected future growth and that this will result in 
the expenditure of the Company's available cash and additional borrowing 
under credit lines and/or new arrangements for term debt. The Company's 
planned new vineyard developments are expected to require approximately $16 
million in capital investment over the next three years, and continued 
improvements and redevelopments of existing vineyards are expected to require 
approximately $7 million. In addition, the Company expects to invest 
approximately $3 million in equipment purchases. Management believes it 
should be able to obtain long-term funds from its present principal lender, 
but there can be no assurance that the Company will be able to obtain 
financing when required or that such financings will be available on 
reasonable terms.

         Cash used in operating activities was $2,466,000 for the three 
months ended March 31, 1999, compared to $460,000 for the same period in 
1998, an increase of $2,006,000. The increase was primarily due to the timing 
of the payment of 1998 income tax liabilities.

         Cash used in investing activities was $3,572,000 for the three 
months ended March 31, 1999, compared to $2,491,000 for the same period in 
1998, an increase of $1,081,000. The increase was principally the result of 
expenditures for the ongoing development of approximately 1,300 acres of new 
vineyards and improvements in the Company's existing vineyards.

         Cash provided by financing activities was $1,712,000 for the three 
months ended March 31, 1999, compared to cash used by financing activities of 
$142,000 for the same period in 1998. Net borrowings under the Company's 
long-term credit lines were $2,328,000 in 1999 as compared to net repayments 
in 1998 of $142,000. The borrowings in 1999 were used primarily to fund the 
development of the Company's new 740-acre vineyard which the Company began 
developing in the fourth quarter of 1998. In addition, the Company 
repurchased shares of its Class A Common Stock in the amount of $616,000 in 
1999. There were no such stock repurchases during the three months ended 
March 31, 1998.

                                 Page 10 of 13
<PAGE>



YEAR 2000

         The Year 2000 issue is the result of computer systems, including 
information technology ("IT") and non-IT systems, which have the inability to 
process date sensitive information with respect to the Year 2000 and 
thereafter. Computers or other equipment with date-sensitive software may 
recognize "00" as 1900 rather than 2000. If not corrected, many computer 
systems could fail or produce erroneous results. If the Company, or its 
significant customers, suppliers, lenders, or other third parties fail to 
correct Year 2000 issues, the Company's ability to operate its business could 
be materially affected.

         The Company is currently in the process of upgrading its accounting 
and financial software, and, in conjunction with the upgrade, any known Year 
2000 issues will be corrected. This upgrade is anticipated to be completed by 
mid-1999. In the event that this upgrade is not completed by December 31, 
1999, the most likely worst-case scenario would be that the majority of the 
Company's accounting functions would have to be performed manually.

         The Company is also evaluating its non-IT systems with respect to 
the Year 2000 issue. These non-IT systems include phones and security 
systems. The cost to the Company of evaluating its own systems is not 
expected to be material.

         In addition, there are also risks associated with key suppliers, 
including utility companies and financial institutions, and customers over 
which the Company has little or no control. The Company has begun making 
inquiries of certain of its principal suppliers and customers with respect to 
their Year 2000 readiness and its potential effects on the Company. However, 
the Company does not yet know the status of Year 2000 compliance of major 
vendors that are integral to the Company's business and the Company is 
therefore not able to currently assess the risk to the Company of third party 
failures.

         Although no assurances can be given, the Company currently believes 
that through its ongoing upgrade of its accounting and financial systems and 
its evaluation of non-IT systems, as well as ongoing correspondence with 
suppliers and customers, the Year 2000 issue will not materially impair the 
Company's ability to conduct business. In addition, in addressing the Year 
2000 issue, the Company has thus far not expended a material amount, and does 
not anticipate future expenditures regarding this issue to be material. To 
the extent the Company is not able to address any of its Year 2000 issues, 
the Company believes that it could revert to manual processes previously 
employed with minimal costs.

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         Certain matters discussed in this Management's Discussion and 
Analysis of Financial Condition and Results of Operations are 
"forward-looking statements". These forward-looking statements can generally 
be identified as such because the context of the statement will include such 
words as the Company "believes," "anticipates," "expects," or words of 
similar import. Similarly, statements that describe the Company's future 
operating performance, financial results, plans, objectives or goals are also 
forward-looking statements. Such forward looking statements are subject to 
certain factors, risks and uncertainties which could cause actual

                                 Page 11 of 13


<PAGE>

results to differ materially from those currently anticipated. Such factors, 
risks and uncertainties include, but are not limited to, (i) success in 
planting, cultivating and harvesting of existing and new vineyards, including 
the effects of weather conditions (ii) success in, and the timing of, future 
acquisitions, if any, of additional properties for vineyard development and 
related businesses as well as variability in acquisition and development 
costs, (iii) consumer demand and preferences for the wine grape varieties 
produced by the Company, (iv) general health and social concerns regarding 
consumption of wine and spirits, (v) the size and growth rate of the 
California wine industry, (vi) seasonality of the wine grape producing 
business, (vii) increases or changes in government regulations regarding 
environmental impact, water use, labor or consumption of alcoholic beverages, 
(viii) competition from other producers and wineries, (ix) proposed expansion 
of the Company's wine business, (x) effects of variances in grape yields and 
prices from harvest to harvest due to agricultural, market and other factors 
and relatively fixed farming costs, (xi) the Company's dependence on a small 
number of clients for the purchase of a substantial portion of the Company's 
grape production, (xii) the availability of financing on terms acceptable to 
the Company, and (xiii) the Company's labor relations. These and other 
factors, risks and uncertainties are discussed in greater detail under the 
caption "Business - Cautionary Information Regarding Forward Looking 
Statements" in the Company's Annual Report on Form 10-KSB filed with the 
Securities and Exchange Commission on March 24, 1999. Stockholders, potential 
investors and other readers are urged to consider these factors carefully in 
evaluating the forward-looking statements and are cautioned not to place undo 
reliance on such forward-looking statements. The forward-looking statements 
made herein are only made as of the date of this Form 10-QSB and the Company 
undertakes no obligation to publicly update such forward-looking statements 
to reflect subsequent events or circumstances.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         None

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None

                                 Page 12 of 13


<PAGE>


ITEM 5.  OTHER INFORMATION

         None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)    The following exhibits are included herewith:

                27.1   Financial Data Schedule (electronically filed herewith)

         (b)    The Company did not file any reports on Form 8-K
                during the quarter for which this report is filed.

                                  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.


Date: May 12, 1999            SCHEID VINEYARDS INC.
                              /s/ Heidi M. Scheid         
                              ----------------------

                              Heidi M. Scheid
                              Vice President Finance and Chief Financial Officer
                              (Duly Authorized Officer and Principal Financial
                                        and Accounting Officer







                                        Page 13 of 13


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BALANCE
SHEET OF SCHEID VINEYARDS INC. AS OF MARCH 31, 1999 AND THE STATEMENT OF
OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999 INCLUDED ON FORM 10-QSB FOR
THE QUARTERLY PERIOD ENDED MARCH 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               MAR-31-1999
<CASH>                                             705
<SECURITIES>                                         0
<RECEIVABLES>                                      200
<ALLOWANCES>                                         0
<INVENTORY>                                      2,249
<CURRENT-ASSETS>                                 3,968
<PP&E>                                          38,697
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  47,504
<CURRENT-LIABILITIES>                            4,258
<BONDS>                                         13,265
                                0
                                          0
<COMMON>                                             7
<OTHER-SE>                                     (2,992)
<TOTAL-LIABILITY-AND-EQUITY>                    47,504
<SALES>                                            250
<TOTAL-REVENUES>                                   437
<CGS>                                              158
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 (8)
<INCOME-PRETAX>                                  (705)
<INCOME-TAX>                                     (282)
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     (423)
<EPS-PRIMARY>                                   (0.07)
<EPS-DILUTED>                                   (0.07)
        

</TABLE>


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