<PAGE>
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   FORM 10-Q

(MARK ONE)

<TABLE>
<C>        <S>
   /X/     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934
</TABLE>

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001

                                       OR

<TABLE>
<C>        <S>
   / /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934
</TABLE>

FOR THE TRANSITION PERIOD FROM ______________ TO ______________

                       COMMISSION FILE NUMBER: 000-24651

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

                          GOLDEN STATE VINTNERS, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                            <C>
                  DELAWARE                                      77-0412761
       (State or other jurisdiction of                       (I.R.S. Employer
       incorporation or organization)                       Identification No.)
</TABLE>

<TABLE>
<S>                                                         <C>
        607 AIRPARK ROAD, NAPA, CALIFORNIA                    94558
     (Address of principal executive offices)               (Zip Code)
</TABLE>

                                 (707) 254-4900
                        (Registrant's telephone number,
                              including area code)

                                      NONE
              (Former name, former address and former fiscal year,
                         if changed since last report)

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

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.

    /X/ Yes      / / No

The number of shares of the Registrant's Class A and Class B Common Stock
outstanding as of May 11, 2001 was 4,342,528 and 5,192,323 shares, respectively.

--------------------------------------------------------------------------------
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<PAGE>
                          GOLDEN STATE VINTNERS, INC.
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
ITEM NO.                                                        PAGE
--------                                                      --------
<S>                                                           <C>
                    PART I--FINANCIAL INFORMATION

Item 1--Financial Statements

        Condensed Consolidated Balance Sheets as of
        March 31, 2001 and June 30, 2000....................      3

        Condensed Consolidated Statements of Operations for
        the Three and Nine Months Ended March 31, 2001 and
        2000................................................      4

        Condensed Consolidated Statements of Cash Flows for
        the Nine Months Ended March 31, 2001 and 2000.......      5

        Notes to Condensed Consolidated Financial
        Statements..........................................      6

Item 2-- Management's Discussion and Analysis of Financial
        Condition and Results of Operations.................     10

Item 3-- Quantitative and Qualitative Disclosures About
        Market Risk.........................................     14

                      PART II--OTHER INFORMATION

Item 5--Other Information...................................     20
</TABLE>

                                       2
<PAGE>
                         PART I--FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                          GOLDEN STATE VINTNERS, INC.

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                               MARCH 31,    JUNE 30,
                                                                 2001         2000
                                                              -----------   --------
                                                              (UNAUDITED)
<S>                                                           <C>           <C>
ASSETS
CURRENT ASSETS:
  Cash and equivalents......................................   $     39     $     39
  Trade and other receivables--net..........................     13,220        7,441
  Inventories...............................................     19,651       22,070
  Refundable income taxes...................................      1,729        2,420
  Prepaid expenses and other current assets.................        491          755
                                                               --------     --------
      Total current assets..................................     35,130       32,725
PROPERTY, PLANT AND EQUIPMENT--Net..........................     90,481       83,688
OTHER ASSETS................................................        275          330
                                                               --------     --------
TOTAL ASSETS................................................   $125,886     $116,743
                                                               ========     ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Bank line of credit.......................................   $  2,000     $     --
  Cash overdraft............................................        688           --
  Accounts payable..........................................      3,869        2,964
  Grower payable............................................        534          360
  Payroll and related liabilities...........................      1,357          961
  Accrued interest..........................................        319          823
  Other accrued liabilities.................................        450          617
  Deferred income taxes.....................................        901           95
  Current portion of long-term debt.........................      3,406        3,256
                                                               --------     --------
      Total current liabilities.............................     13,524        9,076
LONG-TERM DEBT..............................................     33,520       36,102
DEFERRED COMPENSATION.......................................         29           --
DEFERRED INCOME TAXES.......................................     13,128       11,359
STOCKHOLDERS' EQUITY:
  Class A common stock, par value $.01; 6,000,000 shares
    authorized; 4,342,528 shares issued and outstanding at
    March 31, 2001 and at June 30, 2000, respectively.......         44           44
  Class B common stock, par value $.01; 54,000,000 shares
    authorized; 5,192,323 shares issued at March 31, 2001
    and 5,155,733 shares issued and outstanding at June 30,
    2000....................................................         52           51
  Paid-in capital...........................................     45,018       44,837
  Retained earnings.........................................     20,653       15,274
                                                               --------     --------
    Total common stock, paid-in capital and retained
      earnings..............................................     65,767       60,206
  Treasury stock (11,884 shares)............................        (82)          --
                                                               --------     --------
      Total stockholders' equity............................     65,685       60,206
                                                               --------     --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY..................   $125,886     $116,743
                                                               ========     ========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>
                          GOLDEN STATE VINTNERS, INC.

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                (UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED     NINE MONTHS ENDED
                                                               MARCH 31,             MARCH 31,
                                                          -------------------   -------------------
                                                            2001       2000       2001       2000
                                                          --------   --------   --------   --------
<S>                                                       <C>        <C>        <C>        <C>
REVENUES:
  Bulk wine and juice...................................  $13,825    $11,322    $50,613    $48,128
  Wine grapes...........................................      292         (2)     6,811     10,616
  Case goods............................................    6,034      3,309     14,236     11,943
  Brandy and spirits....................................      708        381     13,017     14,284
                                                          -------    -------    -------    -------
      Total revenues....................................   20,859     15,010     84,677     84,971
COST OF SALES...........................................   17,119     14,478     66,164     70,804
                                                          -------    -------    -------    -------
GROSS PROFIT............................................    3,740        532     18,513     14,167
SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES...............................    3,075      2,100      7,395      5,225
                                                          -------    -------    -------    -------
INCOME (LOSS) FROM OPERATIONS...........................      665     (1,568)    11,118      8,942
INTEREST EXPENSE........................................      745        874      2,630      2,971
OTHER (INCOME) EXPENSE..................................      (46)       (63)        43        (38)
                                                          -------    -------    -------    -------
INCOME (LOSS) BEFORE INCOME TAXES.......................      (34)    (2,379)     8,445      6,009
INCOME TAXES (BENEFIT)..................................      (12)    (1,027)     3,066      2,211
                                                          -------    -------    -------    -------
NET INCOME (LOSS).......................................  $   (22)   $(1,352)   $ 5,379    $ 3,798
                                                          =======    =======    =======    =======
EARNINGS (LOSS) PER COMMON SHARE:
  BASIC.................................................  $ (0.00)   $ (0.14)   $  0.57    $  0.40
                                                          =======    =======    =======    =======
  DILUTED...............................................  $ (0.00)   $ (0.14)   $  0.55    $  0.40
                                                          =======    =======    =======    =======
WEIGHTED AVERAGE SHARES OUTSTANDING:
  BASIC.................................................    9,507      9,498      9,501      9,498
                                                          =======    =======    =======    =======
  DILUTED...............................................    9,507      9,498      9,812      9,573
                                                          =======    =======    =======    =======
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>
                          GOLDEN STATE VINTNERS, INC.

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                           (UNAUDITED, IN THOUSANDS)

<TABLE>
<CAPTION>
                                                               NINE MONTHS ENDED
                                                                   MARCH 31,
                                                              -------------------
                                                                2001       2000
                                                              --------   --------
<S>                                                           <C>        <C>
OPERATING ACTIVITIES:
  Net income................................................  $  5,379   $  3,798
  Adjustments to reconcile net income to net cash provided
    by operating activities:
    Depreciation and amortization...........................     6,209      5,337
    Change in allowance for doubtful accounts...............        --       (200)
    Loss on disposal of assets..............................       613      1,777
    Employee stock award....................................       182         --
    Deferred income taxes...................................     2,575        404
    Changes in assets and liabilities:
      Trade and other receivables...........................    (5,779)     4,087
      Inventories...........................................     1,730      5,163
      Prepaid expenses and other current assets.............       264       (346)
      Accounts payable......................................       905     (1,963)
      Grower payable........................................       174         64
      Payroll and related liabilities.......................       396        113
      Other accrued liabilities.............................      (167)       (30)
      Accrued interest......................................      (504)      (112)
      Deferred compensation.................................        29         --
      Income taxes refundable/payable.......................       691      2,407
                                                              --------   --------
          Net cash provided by operating activities.........    12,697     20,499

INVESTING ACTIVITIES:
  Purchases of property, plant and equipment................   (12,831)    (5,650)
  Proceeds from note receivable.............................        --      1,722
  Refund of deposits........................................         8         (8)
                                                              --------   --------
          Net cash used in investing activities.............   (12,823)    (3,936)

FINANCING ACTIVITIES:
  Borrowings on line of credit..............................    31,900     25,900
  Payments on line of credit................................   (29,900)   (34,000)
  Change in cash overdraft..................................       688       (965)
  Repayments of long-term debt..............................    (2,480)    (2,258)
  Treasury stock purchases..................................       (82)        --
                                                              --------   --------
          Net cash provided by (used in) financing
            activities......................................       126    (11,323)
                                                              --------   --------
INCREASE IN CASH AND EQUIVALENTS............................        --      5,240
CASH AND EQUIVALENTS, BEGINNING OF PERIOD...................        39         30
                                                              --------   --------
CASH AND EQUIVALENTS, END OF PERIOD.........................  $     39   $  5,270
                                                              ========   ========
OTHER CASH FLOW INFORMATION:
  Interest paid.............................................  $  3,126   $  3,313
                                                              ========   ========
  Income taxes paid (refunded), net.........................  $   (200)  $   (600)
                                                              ========   ========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                       5
<PAGE>
                          GOLDEN STATE VINTNERS, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1--BASIS OF PRESENTATION:

    In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments (which include all normal and
recurring adjustments) necessary to present fairly the Company's financial
position at March 31, 2001 and its results of operations and its cash flows for
the three and nine month periods ended March 31, 2001 and 2000. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted from the accompanying financial statements. The unaudited
financial statements set forth in this quarterly report on Form 10-Q should be
read in conjunction with the audited financial statements and notes thereto
included in the Company's Annual Report on Form 10-K (the "10-K") for the fiscal
year ended June 30, 2000, on file at the Securities and Exchange Commission. The
Company's results for the three and nine months ended March 31, 2001 are not
necessarily indicative of the results that may be expected for the fiscal year
ending June 30, 2001.

NOTE 2--INVENTORIES:

    Inventories consist of the following (in thousands):

<TABLE>
<CAPTION>
                                                        MARCH 31,    JUNE 30,
                                                           2001        2000
                                                        ----------   --------
<S>                                                     <C>          <C>
Bulk wine.............................................   $ 9,967     $ 9,379
Cased and bottled wine................................     3,035       2,510
Brandy................................................       933       1,276
Juice, supplies and other.............................     1,666       1,355
Unharvested crop costs................................     4,050       7,550
                                                         -------     -------
  Total...............................................   $19,651     $22,070
                                                         =======     =======
</TABLE>

NOTE 3--NEW ACCOUNTING PRONOUNCEMENTS

    In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities". SFAS No. 133 defines
derivatives, requires that derivatives be carried at fair value and provides
hedge accounting when certain conditions are met. In June 2000, the FASB issued
SFAS No. 138, which amends certain provisions of SFAS 133 to address several
issues causing implementation difficulties for entities in the application of
SFAS No. 133. The Company adopted SFAS 133 and the corresponding amendments
under SFAS 138 on July 1, 2000. Adoption of this standard had no material impact
on the Company's consolidated financial position, results of operations or cash
flows.

    In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin 101 (SAB 101), "Revenue Recognition in Financial
Statements," which clarifies the SEC's view in applying generally accepted
accounting principles to revenue recognition in financial statements. The
Company adopted this standard effective July 1, 2000. The adoption of this
standard had no material impact on the Company's consolidated financial
position, results of operations or cash flows.

NOTE 4--VINEYARD REMOVAL

    During the third quarter of fiscal 2001 and 2000, the Company decided to
remove approximately 150 and 700 acres, respectively, of vineyards that were
considered under-performing. The net book value of the vineyards removed and
estimated removal costs aggregated to approximately $0.3 million and
$1.8 million and are included in cost of sales for the three and nine-month
periods ended March 31, 2001 and 2000, respectively.

                                       6
<PAGE>
                          GOLDEN STATE VINTNERS, INC.

  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

NOTE 5--TREASURY STOCK

    On November 8, 2000, the Board of Directors of the Company approved the
purchase of up to 1,000,000 shares of its outstanding Class B Common Stock.
Through March 31, 2001, the Company has purchased 11,884 shares for
approximately $82,000. There have not been any additional purchases since that
date.

NOTE 6--BUSINESS SEGMENT INFORMATION

    The Company's senior management evaluates performance based on gross profit
of the following four segments: bulk wine, wine grapes, case goods and brandy.
The bulk wine segment includes the production and sale of bulk wine, the
provision of custom crushing services, the storage of bulk wine in tanks and
barrels and the delivery of bulk wine barreling services, such as racking and
topping. The Company's wine grapes segment consists of the farming and
harvesting of Company owned vineyards and subsequent sales or internal use of
produced grapes as well as grapes purchased by the Company for resale. The case
goods segment includes the production of proprietary and private label bottled
wine and other alcoholic beverages and the provision of custom bottling and
storage services. The Company's brandy segment includes the production of brandy
and spirits and the provision of brandy barrel storage and related barreling
services. The Company also analyzes information on capital expenditures,
depreciation and amortization and assets utilized by each of the four segments.

                                       7
<PAGE>
                          GOLDEN STATE VINTNERS, INC.

  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

NOTE 6--BUSINESS SEGMENT INFORMATION (CONTINUED)
    Segment information as of March 31, 2001 and June 30, 2000 and for the three
and nine month periods ended March 31, 2001 and 2000 is as follows (in
thousands):

<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED     NINE MONTHS ENDED
                                                               MARCH 31,           DECEMBER 31,
                                                          -------------------   -------------------
                                                            2001       2000       2001       2000
                                                          --------   --------   --------   --------
<S>                                                       <C>        <C>        <C>        <C>
Revenues, net:
  Bulk wine.............................................  $13,825    $11,322    $50,613    $48,128
  Wine grapes...........................................      292         (2)     6,811     10,616
  Case goods............................................    6,034      3,309     14,236     11,943
  Brandy................................................      708        381     13,017     14,284
                                                          -------    -------    -------    -------
    Total revenues, net.................................   20,859     15,010     84,677     84,971

Cost of Sales:
  Bulk wine.............................................   10,310      9,170     35,875     38,530
  Wine grapes...........................................      587      1,817      6,195     10,716
  Case goods............................................    6,051      3,374     14,009     10,586
  Brandy................................................      171        117     10,085     10,972
                                                          -------    -------    -------    -------
    Total cost of sales.................................   17,119     14,478     66,164     70,804

Gross Profit:
  Bulk wine.............................................    3,515      2,152     14,738      9,598
  Wine grapes...........................................     (295)    (1,819)       616       (100)
  Case goods............................................      (17)       (65)       227      1,357
  Brandy................................................      537        264      2,932      3,312
                                                          -------    -------    -------    -------
    Total gross profit..................................  $ 3,740    $   532    $18,513    $14,167
                                                          =======    =======    =======    =======
Capital Expenditures:
  Bulk wine.............................................  $   284    $   168    $ 1,425    $ 2,679
  Wine grapes...........................................        6         88         65        340
  Case goods............................................    4,040        418      7,139      1,989
  Brandy................................................      106          6        298        580
  Corporate.............................................      531         35      3,904         62
                                                          -------    -------    -------    -------
    Total...............................................  $ 4,967    $   715    $12,831    $ 5,650
                                                          =======    =======    =======    =======
Depreciation and amortization:
  Bulk wine.............................................  $ 1,319    $   665    $ 4,718    $ 3,809
  Wine grapes...........................................       11         --        421        551
  Case goods............................................      103         48        311        130
  Brandy................................................       34         22        522        593
  Corporate.............................................       86         81        237        254
                                                          -------    -------    -------    -------
    Total...............................................  $ 1,553    $   816    $ 6,209    $ 5,337
                                                          =======    =======    =======    =======
</TABLE>

                                       8
<PAGE>
                          GOLDEN STATE VINTNERS, INC.

  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

NOTE 6--BUSINESS SEGMENT INFORMATION (CONTINUED)

<TABLE>
<CAPTION>
                                                        MARCH 31,    JUNE 30,
                                                           2001        2000
                                                        ----------   --------
<S>                                                     <C>          <C>
Total Assets:
  Bulk wine...........................................   $ 57,715    $ 58,460
  Wine grapes.........................................     30,781      35,949
  Case goods..........................................     21,673       9,950
  Brandy..............................................      8,299       8,554
  Corporate...........................................      7,418       3,830
                                                         --------    --------
    Total.............................................   $125,886    $116,743
                                                         ========    ========
</TABLE>

                                       9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
  OF OPERATIONS.

    The following discussion and analysis of the financial condition and results
of operations of Golden State Vintners, Inc. (the "Company" or "GSV") contains
"Forward-Looking Statements," as defined in Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-Looking Statements are statements other than historical
information or statements of current condition and relate to future events or
the future financial performance of the Company. Some Forward-Looking Statements
may be identified by use of such terms as "believes," "anticipates," "intends"
or "expects." Such Forward-Looking Statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such
Forward-Looking Statements. The Company's results may differ materially from
those anticipated in such Forward-Looking Statements as a result of a number of
factors, including without limitation, (i) reduced consumer spending or a change
in consumer preferences, which could reduce demand for the Company's wines;
(ii) competition from various domestic and foreign wine producers which could
affect the Company's ability to sustain volume and revenue growth;
(iii) interest rates and other business and economic conditions which could
increase significantly the costs and risks of projected capital spending; and
(iv) the effect of weather and other natural forces on growing conditions and,
in turn, the quality and quantity of grapes produced by the Company. Each of
these factors, and other risks pertaining to the Company, the premium wine
industry and general business and economic conditions, are more fully discussed
herein and from time to time in other filings with the Securities and Exchange
Commission, including the Company's Annual Report on Form 10-K for the year
ended June 30, 2000. The Company undertakes no obligation to publicly update or
revise any Forward-Looking Statements, whether as a result of new information,
future events or otherwise.

RECENT DEVELOPMENTS

    In a continuing effort to move into more profitable and growing market
segments, the Company has decided to discontinue certain of its lower margin
product lines. As a result, certain bottling lines at the Company's Cutler
facility will no longer be utilized. The net book value of fixed assets
associated with these lines aggregated to $178,000 and is included in cost of
sales for the three and nine-month period ended March 31, 2001.

    SEASONALITY AND QUARTERLY RESULTS

    The Company has experienced and expects to continue to experience seasonal
and quarterly fluctuations in its revenues. Because of the inherent seasonality
of its operations, the Company has historically reported its highest revenues
and net income in its second fiscal quarter as the Company sells most of its
bulk wine in its second quarter, immediately after crush, and performs many of
its wine processing services in the first and second quarters. As a result, the
Company typically reports lower revenues and net income (loss) in the third and
fourth fiscal quarters.

    THREE MONTHS ENDED MARCH 31, 2001 AND 2000

    REVENUES

    Total revenues for the third quarter of fiscal 2001 were $20.9 million, an
increase of $5.9 million or 39.3%, as compared to revenues of $15.0 million for
the third quarter of fiscal 2000. The increase in revenues was experienced in
all segments, particularly in bulk wine and case goods. Higher revenues in case
goods resulted from increased international sales. Higher bulk wine revenues
resulted from increased domestic and international sales.

    BULK WINE AND RELATED SERVICES.  For the third quarter of fiscal 2001,
revenues from bulk wine and related services were $13.8 million, an increase of
$2.5 million or 22.1%, compared to revenues of $11.3 million in the third
quarter of fiscal year 2000. The period to period increase resulted primarily
from

                                       10
<PAGE>
increased volumes of both domestic and international bulk wine in part due to
timing partially offset by decreased average sales prices.

    CASE GOODS AND RELATED SERVICES.  For the third quarter of fiscal 2001,
revenues from case goods and related services were $6.0 million, an increase of
$2.7 million or 81.8% as compared to revenues of $3.3 million for the third
quarter of fiscal 2000, as a result of an increased volume of international case
good sales driven by the order cycle of a major European retailer.

    WINE GRAPES AND BRANDY.  The Company's wine grapes and brandy business
segments realized only a modest amount of revenues in the third quarter of
fiscal 2001 consistent with seasonal trends.

    COST OF SALES

    For the third quarter of fiscal 2001, total cost of sales were $17.1
million, an increase of $2.6 million or 17.9%, from $14.5 million in the third
quarter of fiscal 2000. As a percentage of revenues, cost of sales for the third
quarter of fiscal 2001 was 82.1%, a decrease from 96.5% in the third quarter of
fiscal 2000. The decrease in cost of sales as a percentage of revenue was a
result of the reduced effect of write-offs associated with vineyard removals
($1.8 million in fiscal 2000 compared to $0.3 million in fiscal 2001), higher
margins on bulk wine sales and a beneficial impact of approximately
$1.9 million to cost of sales from the last-in, first-out (LIFO) inventory
valuation methodology.

    Case goods cost of sales were negatively impacted in the third quarter of
fiscal 2001 by additional costs associated with integrating new bottling
business activity into the Company's historical bottling programs, and by
write-offs of certain dry goods and packaged products.

    GROSS PROFIT

    In the third quarter of fiscal 2001, the Company realized gross profit of
$3.7 million, an increase of $3.2 million, or 640.0%, as compared to
$0.5 million in the third quarter of fiscal 2000. As a percentage of revenues,
gross profit for the third quarter of fiscal 2001 was 17.9%, an increase from
3.5% in the third quarter of fiscal 2000, for reasons discussed above under
"Cost of Sales."

    SELLING, GENERAL AND ADMINISTRATIVE

    For the third quarter of fiscal 2001, selling, general and administrative
expenses were $3.1 million, an increase of $1.0 million or 47.6%, from
$2.1 million in the third quarter of fiscal 2000 as a result of increased
professional services, and increased Company overhead as the management team is
expanded and strengthened.

    INTEREST EXPENSE

    For the third quarter of fiscal 2001, interest expense was $0.7 million, a
decrease of $0.2 million or 22.2%, as compared to $0.9 million in the third
quarter of fiscal 2000. The period to period reduction in interest expense was
due to decreased borrowings on the Company's line of credit and long-term debt
and increased capitalized interest relative to increased capital expenditures.

    NET INCOME (LOSS)

    For the third quarter of fiscal 2001, net loss was $22.0 thousand, an
improvement of $1.4 million, as compared to net loss of $1.4 million in the
third quarter of fiscal 2000. Net loss in the third quarter of fiscal 2001 was
impacted by factors discussed above.

    EARNINGS (LOSS) PER SHARE

    For the third quarter of fiscal 2001, the diluted earnings per share was
zero compared to diluted loss per share of $0.14 for the third quarter of fiscal
2000.

                                       11
<PAGE>
    NINE MONTHS ENDED MARCH 31, 2001 AND 2000

    REVENUES

    Total revenues for the first nine months of fiscal 2001 were $84.7 million,
a decrease of $0.3 million or 0.4%, as compared to revenues of $85.0 million in
the first nine months of fiscal 2000. The overall slight decrease in revenues
was primarily due to decreased wine grape sales resulting from the planned
reduction in sales of Company grown grapes and from decreased volume of "resold
grapes," both at lower prices as compared to the prior year. Additionally lower
unit pricing on brandy in fiscal 2001 contributed to the lower revenues
experienced in the first nine months of fiscal 2001. These decreases were
largely offset by increased revenues in the bulk wine and case goods segments.

    BULK WINE AND RELATED SERVICES.  For the first nine months of fiscal 2001,
revenues from bulk wine and related services were $50.6 million, an increase of
$2.5 million or 5.2%, as compared to $48.1 million during the first nine months
of fiscal 2000. Increased custom processing volumes and bulk wine volumes were
partially offset by overall lower unit pricing on bulk wine sales during fiscal
2001.

    WINE GRAPES.  In the first nine months of fiscal 2001, revenues from wine
grape sales were $6.8 million, a decrease of $3.8 million or 35.8%, as compared
to revenues of $10.6 million for the first nine months of fiscal 2000. Wine
grape revenues include sales of grapes grown on the Company's vineyards and
grapes purchased from outside growers and resold to various third parties or
"resold grapes." Revenues from Company grown grapes decreased approximately
$0.8 million or 14.8% from approximately $5.4 million for the first nine months
of fiscal year 2000 to $4.6 million for the first nine months of fiscal 2001,
consistent with the Company's plan to use more Company grown grapes in its
operations. The decrease in revenues is primarily due to lower unit prices
realized in fiscal 2001. Resold grape revenue decreased to $2.2 million from
$5.2 million for the first nine months of fiscal 2001 and 2000, respectively.
The decline in resold grape revenue results from lower volume and lower unit
pricing realized in fiscal 2001.

    CASE GOODS AND RELATED SERVICES.  For the first nine months of fiscal 2001,
revenues from case goods and related services were $14.2 million, an increase of
$2.3 million or 19.3%, as compared to revenues of $11.9 million for the first
nine months of fiscal 2000. The period to period increase in case goods and
related services revenues was due to an increased volume of international case
goods sales.

    BRANDY.  For the first nine months of fiscal 2001, revenues from the sale of
brandy and grape spirits were $13.0 million, a decrease of $1.3 million or 9.1%,
as compared to revenues of $14.3 million in the first nine months of fiscal
2000. The decrease in brandy revenues in fiscal 2001 is primarily due to lower
unit pricing stemming from the brandy production contractual pricing mechanism
related to the lower cost of brandy grapes used in production in fiscal 2001,
partially offset by increased volume in fiscal 2001.

    COST OF SALES.

    For the first nine months of fiscal 2001, total cost of sales were
$66.2 million, a decrease of $4.6 million or 6.5%, from $70.8 million in the
first nine months of fiscal 2000. As a percentage of revenues, cost of sales for
the first nine months of fiscal 2001 was 78.1%, a decrease from 83.3% in the
first nine months of fiscal 2000. The decrease in cost of sales on a percentage
of revenue basis was primarily the result of higher margins on bulk wine sales
favorably impacted by management's estimate of its LIFO reserve and lower grape
costs which were partially offset by lower unit pricing. For the first nine
months of fiscal 2001, the Company's benefit to cost of sales from LIFO was
approximately $1.9 million, primarily associated with the bulk wine segment. In
addition, vineyard removal costs decreased from $1.8 million to $0.3 million
from fiscal 2000 to fiscal 2001 respectively. Case goods cost of sales were
negatively impacted as discussed under "Cost of Sales" for the "Three Months
Ended March 31," above.

    GROSS PROFIT

    In the first nine months of fiscal 2001, the Company realized gross profit
of $18.5 million, an increase of $4.3 million or 30.3%, as compared to
$14.2 million for the first nine months of fiscal 2000. As a percentage of
revenues, gross profit for the first nine months of fiscal 2001 was 21.9%, an
increase from

                                       12
<PAGE>
16.7% for the first nine months of fiscal 2000. The Company's gross profit and
gross margin for the first nine months of fiscal 2001 were the result of items
discussed above under "Cost of Sales."

    SELLING, GENERAL AND ADMINISTRATIVE

    For the first nine months of fiscal 2001, selling, general and
administrative expenses were $7.4 million, an increase of $2.2 million or 42.3%
from $5.2 million for the first nine months of fiscal 2000 primarily due to
increased professional services expenses and increased payroll and related
expenses consistent with the Company's goal to strengthen and enhance its
management team.

    INTEREST EXPENSE

    For the first nine months of fiscal 2001, interest expense was
$2.6 million, a decrease of $0.4 million or 13.3%, as compared to $3.0 million
in the first nine months of fiscal 2000. The period to period decline is
primarily due to decreased borrowings on the Company's line of credit and
long-term debt and increased capitalized interest relative to increased capital
expenditures.

    NET INCOME

    For the first nine months of fiscal 2001, net income was $5.4 million, an
increase of $1.6 million or 42.1%, as compared to net income of $3.8 million in
the first nine months of fiscal 2000. Net income was impacted by factors
discussed above.

    EARNINGS PER SHARE

    For the first nine months of fiscal 2001, diluted earnings per share was
$0.55 compared to diluted earnings per share of $0.40 for the first nine months
of fiscal 2000.

    LIQUIDITY AND CAPITAL RESOURCES

    The Company's working capital position at March 31, 2001 was $21.6 million,
compared to $23.6 million at June 30, 2000. The decrease in working capital is
due to increased liabilities and short-term borrowings for cash expenditures for
fixed assets. The Company maintains a revolving line of credit for working
capital purposes which is secured by inventory, accounts receivable, the current
year's wine grape crop and other collateral. Borrowings under the line typically
peak in November, during the Company's second fiscal quarter. The revolving line
of credit balance was $2.0 million at March 31, 2001, with no outstanding
balance at June 30, 2000. Unused availability under the line of credit was
$26 million at March 31, 2001.

    Net cash provided by operating activities for the first nine months of
fiscal 2001 was $12.7 million, compared to net cash provided by operations of
$20.5 million for the first nine months of fiscal 2000. The decrease in cash
provided by operations resulted from increased receivables due to increased
third quarter sales in the first nine months of fiscal 2001 compared to the
first nine months of fiscal 2000.

    Capital expenditures for the first nine months of fiscal 2001 were
$12.8 million, compared to $5.7 million in the first nine months of fiscal 2000.
The Company is funding these expenditures from cash provided by operations and
its working capital line. The Company intends to finance current and future
capital expenditures through long-term financing arrangements although operating
and working capital line sources are adequate for the Company's current capital
expenditure programs.

    California is currently experiencing volatility in energy costs and supply.
Company operations depend on predictable sources of electricity and natural gas
for efficient and cost effective performance. The Company intends to mitigate
the effects of possible power outages by purchasing power generating equipment
with an estimated cost of $3.3 million to provide power to essential
manufacturing systems.

                                       13
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    The Company holds no market risk sensitive trading instruments. All Company
balance sheet items and sales are in U.S. dollars, therefore the Company has no
foreign currency exchange rate risk related to these financial data. The Company
does not use financial instruments for trading purposes.

    Certain Company debt is subject to variable interest rate options. The
following chart indicates the Company's fixed and variable rate long and
short-term debt at March 31, 2001, and estimates the balances of such debt in
future periods ($ millions):

<TABLE>
<CAPTION>
                                                  MAR. 31,                            JUNE 30,
                                                  --------      ----------------------------------------------------
                                                    2001          2001       2002       2003       2004       2005
                                                  --------      --------   --------   --------   --------   --------
<S>                                               <C>           <C>        <C>        <C>        <C>        <C>
Bank line of credit:
  Average Outstanding*..........................   $ 5.4         $ 5.0      $ 5.0      $ 5.0      $ 5.0      $ 5.0
  Weighted average rate for year................     8.1%          7.5%       7.5%       7.5%       7.5%       7.5%
Long-term Debt:
  Fixed Rate:
    Average Outstanding.........................   $38.1         $37.9      $34.8      $30.9      $26.6      $22.7
    Weighted average rate for year..............     8.7%          8.8%       8.8%       8.5%       8.7%       8.8%
</TABLE>

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

*   Based on current anticipated cash flow, the Company believes that its bank
    line of credit will be periodically used to fund operations in the Company's
    peak season.

    During its annual business cycle, the Company utilizes a variable interest
rate working capital line at various borrowing levels. The Company's existing
working capital loan agreement offers interest rate options at spreads over
LIBOR and/or lender cost of funds, at maturities selected by the Company. For
the nine months ended March 31, 2001, the average outstanding balance under this
line was approximately $5.4 million, with a weighted average interest rate of
approximately 8.1%.

    At March 31, 2001, the balance on the Company's fixed rate long-term debt
was $36.9 million and carried a weighted average interest rate of approximately
8.8%. The weighted average interest rate for the nine months ended March 31,
2001 for all Company debt was approximately 8.6%.

    For strategic reasons, the Company enters into forward product sales and
material supply contracts, most of which have staggered maturity dates. Under
SFAS 133 and the corresponding amendments under SFAS 138, these contracts
qualify as normal sales and purchases contracts, under which the Company expects
to take physical delivery. Of the Company's four primary lines of business, bulk
wine, grape sales and brandy production are subject to multi-year contracts,
while case goods sales occur on a short-term basis. The primary raw material
component for most Company products is wine grapes. The Company enters into long
and short-term grape purchase contracts to ensure an adequate and cost effective
source of raw material for production. Product sales contracts are substantially
fixed over the term of the contract as to quantity and price. Wine grape
contract terms are similarly fixed at inception for the term of the contract,
although a portion of these contracts contain annual harvest market price
adjustment clauses, against individual harvest year minimum pricing. For fiscal
2001, or the 2000 harvest year, none of the Company's total wine grape purchases
on a dollar basis were adjusted upward against contract minimum prices following
the harvest. The Company's annual operating budget anticipates wine grape price
adjustments, based on management's estimate of movements in anticipated wine
grape supply, quality and cost during each harvest year's wine grape crop
maturation.

    The Company's annual wine and brandy production is substantially committed
under sales contracts prior to harvest and production. The Company intentionally
maintains uncommitted product inventory to meet customer demand. At June 30,
2000, the Company's reported inventory value of bulk wine and brandy was
$10.6 million, of which approximately $4.5 million, or 43%, is committed to
sales contracts. Uncommitted inventory of approximately $6.1 million, or 57% is
reserved for future case goods sales and for spot market bulk wine sales. The
Company generally matches preproduction contractual sales with contracted
material supply agreements and will continue to maintain certain uncommitted
inventory.

                                       14
<PAGE>
                                  RISK FACTORS

    IN EVALUATING THE COMPANY, ITS BUSINESS, OPERATIONS AND FINANCIAL POSITION,
THE FOLLOWING RISK FACTORS SHOULD BE CAREFULLY CONSIDERED, IN ADDITION TO THE
OTHER INFORMATION CONTAINED IN THIS FORM 10-Q. THE FOLLOWING FACTORS, AMONG
OTHERS, COULD AFFECT THE COMPANY'S ACTUAL FUTURE OPERATING RESULTS AND COULD
CAUSE SUCH RESULTS TO DIFFER FROM THE RESULTS DISCUSSED ELSEWHERE IN THIS FORM
10-Q.

CONCENTRATION OF CUSTOMERS

    Due to the seasonality of the Company's operations, sales data is compared
on an annual basis. During fiscal 2000, five of the Company's customers
accounted for approximately 41% of the Company's revenues, with Heaven Hill and
Canandaigua Wine Company accounting for approximately 15% and 8%, respectively.
While some of the Company's largest customers have entered into some form of
long-term contract with the Company, there can be no assurance that each of
these relationships will continue following the expiration of these contracts or
that the volume of business the Company is currently conducting with such
customers will continue at such levels. The loss of any one of the Company's
major customers or a significant reduction in the volume of their business with
the Company could have a material adverse effect on GSV's business, financial
condition and results of operations.

    In fiscal 2001, approximately 27% of the Company's grape production (on a
per ton basis) was sold to third parties, including EJ Gallo Winery ("Gallo"),
and The Wine Group. Such grape sales accounted for approximately 5.4% of the
Company's total revenues in the first nine months of fiscal 2001. In 1998, the
Company restructured its grape supply arrangements with Gallo, and as the
Company went into the 1998 harvest, most of its grape production was not subject
to guaranteed purchase contracts with Gallo or with any other customer. As a
result of these restructuring efforts, GSV experienced a significant decline in
grape sale revenues for fiscal 1999, 2000 and 2001. Further, if the wine
industry were to experience a significant decline in the price of wine grapes,
there can be no assurance that the Company could profitably use or sell such
grapes, which could have a material adverse effect on the Company's business,
financial condition and results of operations. The Company has grape sales
contracts that expire in May 2001.

AGRICULTURAL RISKS

    Grape production is subject to a variety of agricultural risks. Extreme
weather conditions can materially and adversely affect the quality and quantity
of grapes produced. There can be no assurance that inclement weather in the
future will not affect a substantial portion of the Company's vineyards in any
year and have a material adverse effect on the Company's business, financial
condition and results of operations.

    Vineyards are also susceptible to certain diseases, insects and pests, which
can increase operating expenses, reduce yields and damage or kill vines. In
recent years phylloxera, a louse that feeds on and may ultimately destroy the
roots of grape vines, has infested many vineyards in the wine grape producing
regions of California, causing grape yields to decrease. Phylloxera infestation
has been widespread in California, particularly in Napa, Sonoma, Mendocino and
Monterey Counties, where the soil and climate provide an ideal environment for
the pest. As a result of this widespread infestation, thousands of vineyard
acres throughout the State of California have been replanted with
phylloxera-resistant rootstock or, in some cases, taken out of production
completely. The cost of controlling this pest was significant to affected
vineyard owners.

    Substantially all of the Company's vineyards are planted on their own
rootstock that is not phylloxera-resistant. In the fall of 1997, phylloxera was
discovered in certain acres of the Company's vineyards. The Company believes
that the scope of this phylloxera infestation is modest, though there can be no
assurance in that regard. Additionally, GSV believes the climate, soil and water
conditions in California's San Joaquin Valley slow the development of phylloxera
in vineyard roots. Further, 1998 1999 and 2000 harvest yields from the Company's
phylloxera-infested acres were not notably lower than yields from surrounding,

                                       15
<PAGE>
non-infested acreage. There can, however, be no assurance that phylloxera will
not spread throughout adjoining vineyard acres, reduce yields and require a
significant investment in replanting with disease-resistant root stock, all of
which would have a material adverse effect on the Company.

    In recent years the Glassy-Winged Sharpshooter ("GWSS") has emerged as an
efficient vector of Pierce's disease. Pierce's disease is a serious threat to
wine grapes and combined with large GWSS populations can destroy vineyards over
a several year period. The GWSS has been discovered in low populations
throughout many of California's grape regions. A number of vineyards in a small
grape growing region in Southern California have been destroyed by Pierce's
disease. The Company has engaged a consultant to monitor the pest and advise
regarding the latest research developments. To date the GWSS has not been found
on Company vineyards and the Company believes there is no immediate Pierce's
threat. While the grape industry is hopeful the spread of Pierce's disease can
be controlled, an infestation of Company vineyards would have a materially
adverse effect on Company operations and profitability.

    Other pests that may infest vineyards include leafhoppers, thrips,
nematodes, mites, insects, orange tortrix and various grapevine diseases, such
as Pierce's disease, which has destroyed portions of a number of vineyards in
Southern California and elsewhere. Pesticides and the selection of resistant
rootstocks reduce losses from these pests, but do not eliminate the risk of such
loss. Gophers, rabbits, deer and birds can also pose a problem for vineyards,
and wine grapevines are also susceptible to certain viral infections which may
cause reduction of yields. In addition, the presence of potentially harmful
nematodes in relatively high numbers has been detected in certain acres of the
Company's vineyards. None of these infestations or infections currently poses a
major threat to the Company's vineyards, although they could do so in the future
and could subject the vineyards to severe damage, which could have a material
adverse effect on the Company.

RISKS RELATING TO THE PRODUCTION OF BULK WINE

    While the Company has substantial experience in producing and processing
bulk wine, the Company may still experience production difficulties and delays
with respect to the delivery of finished wine. The Company generally guarantees
the quality of the wine produced, which could result in the Company bearing
financial responsibility for wine that fails to meet agreed upon quality
standards. From time to time, the Company has received claims from customers
based on alleged defects in wine produced by the Company. Such production
difficulties could have a material adverse effect on the Company's business,
results of operations and financial condition.

DEPENDENCE ON CONSUMER DEMAND

    The growth of the wine industry and the success of the Company's business
depend to a significant extent on a number of factors relating to discretionary
consumer spending, including the general condition of the economy, federal,
state and local taxation, the deductibility of business entertainment expenses
under federal and state tax laws and general levels of consumer confidence.
Imposition of excise or other taxes on wine could negatively impact the wine
industry by increasing wine prices for consumers. The wine industry is also
subject to changes in consumer tastes and preferences. To the extent wine
consumers reduce consumption of wine in favor of other beverages, such as
special natural wines, or if there should be any significant decline in general
economic conditions or uncertainties regarding future economic prospects that
adversely affect discretionary consumer spending generally, or purchases of wine
specifically, demand for wine and for the Company's products and services could
decline.

    In recent years there has been substantial publicity regarding the possible
health benefits of moderate wine consumption. The results of a number of studies
suggest that moderate consumption of wine (or other alcoholic beverages) could
result in decreased mortality and other health benefits. Alternatively,
anti-alcohol groups have, in the past, successfully advocated more stringent
labeling requirements and other regulations designed to discourage consumption
of alcoholic beverages, including wine. More

                                       16
<PAGE>
restrictive regulations, negative publicity regarding alcohol consumption,
publication of studies that indicate a significant health risk from moderate
consumption of alcohol or changes in consumer perceptions of the relative
healthfulness or safety of wine generally could adversely affect the sale and
consumption of wine and the demand for wine and wine grapes and could have a
material adverse effect on the Company's business, financial condition and
results of operations.

DEMAND FOR BULK WINE

    Bulk wine and related services accounted for approximately 58% of GSV's
revenues in fiscal 2000. The Company continues to focus its resources on
expanding this portion of its business. Any loss of a major bulk wine customer
could reduce GSV's bulk wine revenues, which could have a material adverse
effect on the Company's business, financial condition and results of operations.

CASE GOODS SALES

    Sales of case goods and related services accounted for approximately 16% of
revenues in fiscal 2000. A significant portion of the Company's case goods
revenues consists of short-term private label case goods sales. Additionally,
the Company's higher margin proprietary case goods revenues resulted from sales
of the Company's relatively unknown proprietary brands of premium wines. Any
significant increase in the supply of premium wine in the California wine market
that is not met by a corresponding demand could adversely affect the Company's
case goods sales.

WINE GRAPE SUPPLY; PRICING

    The Company believes the demand for wine grapes has increased substantially
over recent years and has generally outpaced grape supply. As a result, prices
for premium California wine grapes were at historically high levels following
the 1998 harvest and in some instances continued to rise through the 1999
harvest. However, a number of recent developments resulted in certain California
wine grape and bulk wine prices declining significantly, which could have a
material adverse effect on the Company's business, financial condition and
results of operations. Such developments include (1) plantings of new vineyards,
(2) yield enhancements through technological advances, (3) denser plantings of
vines, and (4) growth in the special natural wine category.

ENVIRONMENTAL RISKS

    The Company's current operations emit ethanol and require the periodic use
of various chemical herbicides, fungicides and pesticides, some of which contain
hazardous or toxic substances. The emission and usage of these chemicals are, to
varying degrees, subject to federal and state regulation. The Company believes
that its properties and operations have been and continue to be in material
compliance with relevant environmental regulations. At the same time, if
hazardous substances are discovered to have emanated from the Company's
properties, the Company could be subject to material liability arising from the
remediation of such potential harm. Additionally Company processing operations
generally require the disposal of water based effluents. As environmental
regulations tighten the Company cannot be assured its current waste water
management practices will meet such standards.

SEASONALITY OF BUSINESS; QUARTERLY REVENUES; FLUCTUATING RESULTS

    The wine grape business is extremely seasonal and the Company recognizes the
vast majority of its revenues in the first six months of its fiscal year. GSV is
not positioned to maximize quarter-to-quarter results, and its quarterly results
should not be considered indicative of those to be expected for a full year. The
Company recorded 72% of its revenues during the first six months of the
Company's 2000 fiscal year. GSV has historically operated at a loss in the last
two fiscal quarters due to limited sales during such quarters. In fiscal 1999
and 2000, El Nino-related weather conditions, among other things, caused an

                                       17
<PAGE>
approximate four week delay in the California wine grape harvest as compared to
the prior year's harvest. The late harvest of grapes resulted in increased
revenues in the second and third quarters of fiscal 1999 and 2000 as compared to
the second and third quarters of fiscal 1998. Seasonality of revenues also
affects the Company's cash flow requirements. In the past, GSV has borrowed
funds under lines of credit from late summer through the fall to finance
inventory build-up during the fall crush season. GSV also historically borrows
funds through the spring and summer to finance crop production costs through
harvest. Such seasonality in revenues and borrowings may lead to significant
fluctuations in the Company's reported quarterly results. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

COMPETITION; INDUSTRY FRAGMENTATION

    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 and Australia, 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.

UTILITY SUPPLY AND COST FLUCTUATIONS

    California is currently experiencing volatility in energy costs and supply.
Company operations depend on predictable sources of electricity and natural gas
for efficient and cost effective performance. To ensure such sources, the
Company has, in certain circumstances, obtained supply contracts for purchases
of natural gas during the peak use period of the grape crush season. The Company
has developed contingency plans to mitigate the effects of possible power
outages and increased utility costs which include the use of alternative
generating equipment to provide power to essential systems and shifting certain
operating processes to off-peak hours. Nevertheless, there can be no assurance
that the Company's energy sources will be available on a consistent and reliable
basis in the future without an adverse impact on Company operations and
profitability.

FIXED FARMING COSTS

    The Company incurs relatively fixed annual farming costs per vineyard acre.
Revenues from grape sales and wine processing and production are not realized
until harvest and vary depending upon numerous factors. Vineyard productivity
varies from year to year depending upon weather and other factors, and
significant variations in annual yields should be expected from time to time.
Because production costs are not significantly variable in light of productivity
or revenue levels, weak harvests or lower grape prices cannot be fully mitigated
by cost reductions and could have an adverse effect upon profitability.

RELIANCE ON KEY PERSONNEL

    The Company believes its continued success depends on the active involvement
of Jeffrey B. O'Neill, the Company's Chief Executive Officer and Mark A. Larson,
the Company's President and Chief

                                       18
<PAGE>
Operating Officer. There can be no assurance that these persons will remain in
their management positions with the Company, and the loss of the services of
either of these persons could have an adverse effect on the Company's business,
financial condition and results of operations.

GOVERNMENT REGULATION

    GSV is subject to a broad range of federal and state regulatory requirements
regarding its operations and practices. These regulations are subject to change
and conceivably could have a significant impact on operating practices, chemical
usage and other aspects of the Company's business. There can be no assurance
that new or revised regulations pertaining to the wine grape production industry
will not have a material adverse effect on the Company's business, financial
condition and results of operations.

    Wine production and sales are subject to extensive regulation by the Federal
Bureau of Alcohol, Tobacco and Firearms, the California Department of Alcohol
Beverage Control and other state, local and federal governmental authorities
that regulate licensing, trade and pricing practices, labeling, advertising and
other activities. In recent years, federal and state authorities have required
warning labels on beverages containing alcohol. Restrictions imposed by
government authorities on the sale of wine could increase the retail price of
wine, which could have an adverse effect on demand for wine in general. There
can be no assurance that there will not be new or revised laws or regulations
pertaining to the wine industry which could have a negative impact on the
Company's business.

VOLATILITY OF STOCK PRICE

    The market price of the shares of Class B Common Stock has declined sharply
since the Company's initial public offering in late July 1998. The market price
for such shares could continue to be volatile and may be significantly affected
by factors such as actual or anticipated fluctuations in the Company's operating
results, industry consolidation, conditions and trends in the wine industry,
changes in recommendations and estimates by security analysts, general market
conditions and other factors. There can be no assurance that an active trading
market of the Class B Common Stock will be sustained. In addition, stock markets
from time to time have experienced price and volume fluctuations that have
affected the market price for many companies and that frequently have been
unrelated to the operating performance of those companies. Such market
fluctuations may adversely affect the market price of the Class B Common Stock.

                                       19
<PAGE>
                           PART II--OTHER INFORMATION

ITEM 5. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits

Exhibit Number

    11  Statement Regarding Computation of Per Share Earnings

                                       20
<PAGE>
                                   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.

                                               Golden State Vintners, Inc.
                                                       (Registrant)

<TABLE>
<C>                                    <S>              <C>
                                                                        /S/ JOHN G. KELLEHER
            May 11, 2001                                     -------------------------------------------
    ----------------------------                                          John G. Kelleher
                Date                                                 DULY AUTHORIZED OFFICER AND
                                                                       CHIEF FINANCIAL OFFICER
</TABLE>

                                       21