First and foremost, let me start by saying that I love wine.  I love everything about it:  the vibrant colors, the tantalizing aromas, and the “it opened a whole new world to me” impact of trying a previously undiscovered wine.  I love how there are so many different varietals to enjoy with each offering something special to anyone with a few minutes and an open mind.  And then there’s the food…pairing an Alsatian Riesling with fresh crab, a zesty Zin with some BBQ or a vintage Port with some hazelnut gelato?!  It is all good.  Most importantly though, I love how wine continues to evolve – in the barrel, in the bottle, in your mouth.  It never ceases to amaze me how different the same wine can be depending on when, where and how you drink it.  To me, that experience is what the wine industry is all about.  We need to remember that change is a good thing and if we are not moving forward, we are moving backward.

I mention the concept of change and evolution because it is one aspect of the wine industry that will define its future success.  This belief has recently become more important than ever with different winemaking and grape growing methods and the emergence of both social media and technology (Wine Library TV).  So I wonder why the capital structures of wineries can’t ride that wave of change in the 21^st century and beyond.  How come almost all wineries continue to be owned by a small group of family members and a few key executives, but they rely on so many more to ensure the company succeeds?  It would seem to me that motivation breeds success and there is no greater motivation than potential financial gain in the form of annual cash flows or the eventual sale to the next “generation” of owners.  For proof, look up capitalism and the rise of the United States or listen to Gordon Gekko’s speech in Wall Street. 

Let me step back for a second and add a disclaimer that may help you understand where I’m coming from.  I was trained as an investment banker out of college and currently focus most of my time on fundamentally valuing companies, several of which are technology companies located in Silicon Valley.  I constantly work with companies backed by venture capitalists that often have complex capital structures involving preferred shares, warrants and stock options.  And honestly, this approach seems to work out pretty well for the technology industry in terms of creating a desire to succeed and continually innovate.  I do not see why a simpler version of that structure could not work in the wine industry.

Let’s take a hypothetical situation where a seasoned executive or well-trained professional in another industry is considering taking a new position at a winery and has two separate job offers.  Both wineries are successful family-run businesses with a long history in the industry.  Let’s say the only difference between the two is that one offers a stock option, employee ownership or profit sharing plan where current and prospective employees are granted or otherwise given the opportunity to purchase a small piece of ownership of the winery.  If the wineries are virtually identical, the candidate would likely take the offer from the winery with the option/ownership plan nine times out of ten, even if it included a salary lower than the competing offer.  With this assumption in mind, the option plan then becomes a key differentiator in terms of recruitment at only a marginal cost to the winery itself (depending on how many shares offered versus how many shares are outstanding).  With a structure like this in place, a winery essentially increases its chances of hiring the best and brightest among the candidates available.  Furthermore, it incents the new employees to work harder by giving them an ownership stake.  It is true that employees would likely only realize an eventual return upon a specific liquidity event, but I’m sure if you asked people whether they’d love to own a piece of a business that could be worth some money one day (in return for work they are already doing or going to do), the answer almost unanimously would be yes.  Finally, it is a fact that many wineries are actually created as a result of winemakers not having any upside or financial interest in the success of a previous winery where they worked.  As a result, they start their own winery and often compete directly with their former employer.  I know for a fact that several of these enterprising winemakers would have stayed with their former wineries had they been offered stock or profit ownership.

Now, let’s dig a little deeper into this concept of recruiting and differentiation.  It seems pretty apparent to me that one of the things that separate the wine industry from most other industries is that it largely continues to be operated and embraced here in the US as a family-run, cottage industry despite its overall size and vast number of competitors.  While Northern California is home to some of the best wineries in the world, the majority are purchased as lifestyle choices, third or fourth careers or inherited or purchased from a prior generation.  They are operated professionally with dedicated winemaking and operational staff but in most cases run as a small business.  While most businesses are created and designed to maximize profits, the “return” to an owner (or family members) are salaries and annual distributions.  If profitable, capital is not usually “retained” and is reinvested in the business.

If wineries want to grow and build a financial (or family) legacy they will need to realize that there comes a point of inflection where they need to open up the opportunity of growth and share the success with their investors and employees.  Equity ownership and stock option plans facilitate this end game and as mentioned earlier, you only have to drive around Silicon Valley to see that the model works.

In light of today’s global recession, now, more than ever, it is important for every business (wineries especially) to begin thinking of new ways to spur growth, creativity and continue paving the way for future success.  As Ralph Waldo Emerson once said, “Do not go where the path may lead, go instead where there is no path and leave a trail.”

Sarbanes-Oxley Section 404(b) currently requires all non-accelerated public companies to get an outside auditor review of internal controls, effective for companies with fiscal year-ends on or after June 15, 2010.  This means those non-accelerated filers who have previously received extensions to this requirement year after year, finally must comply with an internal control audit.  Or do they?

When discussing the current extension, which was granted October 2009, SEC Chair Mary L. Schapiro clearly stated “there will be no further Commission extensions.”  But in November 2009 the House of Representatives passed a bill giving non-accelerated filers a permanent extension to the auditor attestation requirements.   For the bill to become law it must be approved by the Senate and that is where it currently sits. It seems the possibility of the Senate passing the bill by June 15 is unlikely, the Republicans are not interested in reform and the Democrats have a weak effort to push the bill along.  If this bill passes at all, it will probably be later in the year.

So, what is the non-accelerated filer to do?  My advice to them, get ready for a controls audit but wait one more month to bring in the auditors.  If the SEC Chair goes against her own words and issues another extension, it will be granted very soon to affect the June filers.

The small public filers have been complying for years with the management assessment requirement of Sarbanes-Oxley Section 404(a) and should have key controls defined and assessed, ready for audit.  If this documentation is less than formal, make sure to document those controls now.   Bring in the auditors in Q4 if, and when, attestation is assured.

We certainly live in a world of clichés, inspirational mantras and advertising slogans.  “Time is money.”  “All is fair in love and war.”  “You are what you eat.”  “Just do it.”  “Serenity now.”  While I appreciate the wisdom of Frank Constanza, I tend to avoid clichés as a rule.  I just can’t rally around a poster of kitten hanging from a branch to inspire me to “hang in there.”  But I do consider myself a man of faith and do believe in some words to live by.  One of my favorite quotes, that I keep in right near the tip of my tongue in tough times or points of inflection in my life, always seem to inspire me.

“It is not what you know but what you do with what you know that makes a difference.”

My twin brother Rocco had this quote under his picture in our senior class yearbook.  I have always liked it for not only this personal reason but because it crystallizes my position many things, especially the difference between intelligence and smarts.  It is clearly personified in the hundreds of entrepreneurs who have harnessed a good idea into a great company.  The two are not as highly correlated as you might think.

From the early technology entrepreneurs of Edison and Tesla, inventors parlayed their patents into financial success, some more than others.  Edison left a legacy of stature and wealth while Tesla died penniless.  Look at any successful technology company in the world today and you rarely find the “first mover” as the market leader.  Microsoft created the first operating system for personal computers for IBM’s PC but retained the right to market MS DOS separately.  Google was maybe ninth to the table for web based search.  Apple certainly wasn’t first to the party for personal computers but has certainly adapted well and survived based on its ability to understand the consumer.  Check this picture of the Apple II from 1977!

The current class of successful entrepreneurs have taken a basic concept (let’s say people getting to know each other), applied technological solutions already in use (networking, web interface, security), created an application for a specialized niche (oh, I don’t know, maybe college students at Harvard University) and  then gave the world Facebook.  At the time it was founded, February 2004, the world already had Napster, Friendster, MySpace and LinkedIn.   Then, a few years later in 2006, an upstart comes along with a business model based on a word that founder Jack Dorsey found in the dictionary to mean “a short burst of inconsequential information.”  Twitter was born and like the word “Google” has become engrained into our hip technology vernacular.

The common denominator in all of these success stories is the ability to see a good idea as the beginning of a great company.  Throw in some bravado with realistic humility (knowing your limitations and hiring or partnering with the team that can get you to the Promised Land) and you see the difference between inventors and entrepreneurs, intelligence and smarts, Einstein and Tesla.  Sure, some, if not most, of this recipe for success is the ability to market and sell a product (Sony’s Betamax was a much better format than JVC’s VHS but we all know who won the video format war.)  But a successful idea learns to live and breathe on its own.  In my world of discounted cash flows, the value of an idea will only have a terminal value equal to what it would take to recreate it.  Build a successful company around it that can generate cash flows, intangible assets such as brand, customer relationships and goodwill and this success will change lives and build legacies.

In my other world of wine and spirits, I leave you with another success story; “When life gives you lemons, make Limoncello.”