Item 5. Market for Registrant’s Common Equity
ITEM
5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market
Information
The
Companys common stock is traded on the NASDAQ Capital Market under the symbol WVVI.
Holders
As
of March 28, 2023, the Company had approximately 2,115 common stock shareholders of record. As some of our shares of common stock are
held in street name by brokers on behalf of shareholders, we are unable to estimate the total number of beneficial holders
of our common stock represented by these record holders.
Dividends
The
Company has paid dividends on the Preferred Stock. The Company has not paid any dividends on its Common Stock, and the Company does not
anticipate paying any dividends on Common Stock in the foreseeable future. The Company intends to use its earnings to expand its vineyards,
winemaking, and customer service facilities.
20
Equity
Compensation Plans
The
Company had no equity compensation plan pursuant to which equity awards could be granted and no outstanding options or other equity awards
as of December 31, 2022.
Recent
Sales of Unregistered Securities
None.
Issuer
Purchases of Equity Securities
None.
ITEM
6. SELECTED FINANCIAL DATA
Not
required.
ITEM
7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The
following Managements Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with
the Companys financial statements and related notes. Some statements and information contained in this Managements Discussion
and Analysis of Financial Condition and Results of Operations are not historical facts but are forward-looking statements. For a discussion
of these forward-looking statements, and of important factors that could cause results to differ materially from the forward-looking
statements contained in this report, see Item 1 of Part I, Business – Forward-Looking Statements.
While
our significant accounting policies are described in more detail in Note 1 to our financial statements, we believe the following accounting
policies are those most critical to the judgements and estimates used in the preparation of our financial statements.
Critical
Accounting Policies and Estimates
Managements
Discussion and Analysis of Financial Condition and Results of Operations discusses Willamette Valley Vineyards financial statements,
which have been prepared in accordance with generally accepted accounting principles. As such, management is required to make certain
estimates, judgments and assumptions that are believed to be reasonable based upon the information available. On an on-going basis, management
evaluates its estimates and judgments, including those related to product returns, bad debts, inventories, leases, investments, income
taxes, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience
and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ
from these estimates under different assumptions or conditions.
Revenue
– The Companys principal sources of revenue are derived from direct sales and sales through distributors of wine. Distributor
sales are recognized from wine sales at the time of shipment and passage of title. The Companys payment arrangements with wholesalers
provide primarily 30-day terms and, to a limited extent, 45-day, 60-day, or longer terms for some international wholesalers. Direct sales
through the Companys tasting rooms are recognized at the point of sales. Sales through the internet and wine club sales are recognized
when the product has shipped to the customer.
The
Company pays depletion allowances to the Companys distributors based on their sales to their customers. The Company sets these
allowances on a monthly basis and the Companys distributors bill them back on a monthly basis. All depletion expenses associated
with a given month are recognized in that month as a reduction of revenues. The Company also reimburses for samples used by distributors
up to 1.5% of product sold to the distributors. Sample expenses are recognized at the time the Company is billed by the distributor as
a selling, general and administrative expense.
21
Amounts
paid by customers to the Company for shipping and handling expenses are included in the net revenue. Expenses incurred for outbound shipping
and handling charges are included in selling, general and administrative expense.
Inventory
– The Company values inventories at the lower of actual cost to produce the inventory or net realizable value. The Company regularly
reviews inventory quantities on hand and adjusts its production requirements for the next twelve months based on estimated forecasts
of product demand. A significant decrease in demand could result in an increase in the amount of excess inventory quantities on hand.
In the future, if the Companys inventory cost is determined to be greater than the net realizable value of the inventory upon sale,
the Company would be required to recognize such excess costs in its cost of goods sold at the time of such determination. Therefore,
although the Company makes every effort to ensure the accuracy of its forecasts of future product demand, any significant unanticipated
changes in demand could have a significant impact on the ultimate selling price and cases sold and, therefore, the carrying value of
the Companys inventory and its reported operating results.
Additionally,
the Company regularly evaluates inventory for obsolescence and marketability and if it determines that the inventory is obsolete, or
no longer suitable for use or marketable, the cost of that inventory is recognized in cost of sales at the time of such determination.
Vineyard
Development – The Company capitalizes internal vineyard development costs prior to the vineyard land becoming fully productive. These
costs consist primarily of the costs of the vines and expenditures related to labor and materials to prepare the land and construct vine
trellises. Amortization of such costs as annual crop costs is done on a straight-line basis for the estimated economic useful life of
the vineyard, which is estimated to be 30 years. The Company regularly evaluates the recoverability of capitalized costs. Amortization
of vineyard development costs are included in capitalized crop costs that in turn are included in inventory costs and ultimately become
a component of cost of goods sold.
Income
Taxes – The Company accounts for income taxes using the asset and liability approach. This requires the recognition of deferred
tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement and the
tax basis of assets and liabilities at the applicable tax rates. The Company evaluates deferred tax assets, and records a valuation allowance
against those assets, if available evidence suggests that some of those assets will not be realized.
The
effect of uncertain tax positions would be recorded in the financial statements only after determining a more likely than not probability
that the uncertain tax positions would withstand an examination by tax authorities based on the technical merits of the position. The
tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized
upon ultimate settlement. As facts and circumstances change, management reassesses these probabilities and would record any changes in
the financial statements as appropriate.
Overview
The
Company generates revenue from the sales of wine to wholesalers and direct to consumers. The Company is experiencing increased levels
of competition in traditional wholesale to retail grocery distribution from large California based wineries that are acquiring, producing,
and marketing Oregon branded wines. Direct to consumer sales primarily include sales through the Companys tasting rooms and wine
club. Direct to consumer sales provide a higher gross profit to the Company due to prices received being closer to retail than those
prices paid by wholesalers. The Company continues to emphasize growth in direct to consumer sales through use of the Hospitality Center,
opening new tasting rooms and growth in wine club membership. The Company had 10,001 wine club memberships for the year ended December
31, 2022, a net increase of 1,376 when compared to 2021. Additionally, the Companys preferred stock sales since August 2015 have
resulted in approximately 11,778 preferred stockholders many of which the Company believes are wine enthusiasts. When considering joint
ownership, we believe these new shareholders represent approximately 17,667 potential customers of the Company. The Company also has
approximately 2,115 common shareholders which we believe represent an estimated 3,171 potential customers when considering joint ownership.
Additionally, the Company has made a significant investment in developing alternative wine brands, products, direct sales methods, and
venues.
22
Periodically,
the Company will sell grapes or bulk wine, which primarily consists of inventory that does not meet Company standards or is in excess
to production targets. However, this activity is not a significant part of the Companys activities.
The
Company sold approximately 187,371 and 203,817 cases of produced wine during the years ended December 31, 2022 and 2021, respectively,
a decrease of 16,447 cases, or 8.1% in the current year over the prior year. The decrease in case sales was primarily the result of reduced
shipments to distributors in 2022 when compared to 2021.
Cost
of Sales includes grape costs, whether purchased or grown at Company vineyards, crush costs, winemaking and processing costs, bottling,
packaging, warehousing, and shipping and handling costs associated with purchased production materials. For grapes grown at Company vineyards,
costs include farming expenditures and amortization of vineyard development costs.
At
December 31, 2022, wine inventory included 92,779 cases of bottled wine and 688,154 gallons of bulk wine in various stages of the aging
process. Case wine is expected to be sold over the next 12 to 24 months and generally before the release date of the next vintage. The
Winery bottled 186,792 cases during the year ended December 31, 2022.
Results
of Operations
2022
compared to 2021
Net
income (loss) was $(646,492) and $2,445,463, for the years ended December 31, 2022 and 2021, respectively, a decrease of $3,091,955,
or 126.4%, for the year ended December 31, 2022 over the prior year period. The primary reason for this decrease was higher net
sales revenues being more than offset by higher cost of sales and operating expenses for the year ended December 31, 2022, compared to
the previous year.
Net
income (loss) applicable to common shareholders was $(2,512,943) and $1,001,180, for the years ended December 31, 2022 and 2021,
respectively, a decrease of $3,514,123, or 351.0%, for the year ended December 31, 2022 over the prior year period. This
decrease was primarily driven by lower net income and higher preferred stock dividends.
The
Company had net sales revenues of $33,934,081 and $31,786,864 for the years December 31, 2022 and 2021, respectively, an increase of
$2,147,217, or 6.8%, for the year ended December 31, 2022 over the prior year period primarily as a result of an increase in revenue
from direct sales of $2,459,483, or 18.5% in 2022 compared to 2021, which more than offset a decrease in revenue from sales to distributors
of $312,266 or 1.7% in 2022 compared to 2021.
The
Company has three primary sales channels: direct-to-consumer retail sales, in-state sales to distributors, and out-of-state sales to
distributors. During 2022, revenues from retail sales increased 18.6%, revenues from in-state sales increased 2.8%, and revenues from
out-of-state sales decreased 4.3%, compared to 2021.
Direct
sales included $97,652 and $103,471 of bulk wine and grape sales in the years ended December 31, 2022 and 2021, respectively, and represented
approximately 46.4% and 41.8% of the Companys total revenue for 2022 and 2021, respectively, while the Companys remaining
revenues came from sales through distributors.
23
The
following table sets forth certain information regarding the Companys revenue, excluding excise taxes, from the Winerys operations
for the twelve months ended December 31, 2022 and 2021:
Year ended
December 31,
2022
2021
Retail sales
$ 15,786,241
$ 13,306,156
In-state sales
5,987,410
5,824,130
Out-of-state sales
12,374,881
12,937,605
Bulk wine/miscellaneous sales
97,652
103,471
Total revenue
34,246,184
32,171,362
Less excise taxes
(312,103 )
(384,498 )
Sales, net
$ 33,934,081
$ 31,786,864
Retail
sales revenues for the years ended December 31, 2022 and 2021 were $15,786,241 and $13,306,156 respectively, an increase of $2,480,085,
or 18.6%, for the year ended December 31, 2022 over the prior year period. The increase in retail sales revenues in 2022 compared to
2021 was mostly a result of increased revenues from the opening of four new retail locations during 2022.
Bulk
Wine/miscellaneous sales revenues for the years ended December 31, 2022 and 2021 were $97,652 and $103,471, respectively, a decrease
of $5,819, or 5.6%, for the year ended December 31, 2022, over the prior year period.
In-state
sales revenues for the years ended December 31, 2022 and 2021 were $5,987,410 and $5,824,130, respectively, an increase of $163,280,
or 2.8%, for the year ended December 31, 2022 over the prior year period.
Out-of-state
sales revenues for the years ended December 31, 2022 and 2021 were $12,374,881 and $12,937,605, respectively, a decrease of $562,724,
or 4.3%. Management believes this decrease is related to reduced availability of product at the beginning of 2022.
The
Company pays alcohol excise taxes to both the OLCC and to the TTB. These taxes are based on product sales volumes. The Company is liable
for the taxes upon the removal of product from the Companys warehouse on a per gallon basis. The Company also pays taxes on the
grape harvest on a per ton basis to the OLCC for the Oregon Wine Board. The Companys excise related taxes for the years ended December
31, 2022 and 2021 were $312,103 and $384,498, a decrease of $72,395, for the year ended December 31, 2022 over the prior year period.
This decrease was due primarily to the timing of removals in 2022.
Cost
of Sales was $15,119,985 and $13,121,191 for the years ended December 31, 2022 and 2021, respectively, an increase of $1,998,794, or
15.2%, for the year ended December 31, 2022, over the prior year period. This change was primarily the result of an increase in fruit
and packaging costs in 2022 and the mix of vintages sold between the two periods.
Gross
profit was $18,814,096 and $18,665,673 for the years ended December 31, 2022 and 2021, respectively, an increase of $148,423, or 0.8%,
for the year ended December 31, 2022 over the prior year period. This increase was generally driven by an increase in sales revenues
partially offset by a higher cost of sales.
The
gross margin percentage was 55.4% and 58.7% for the years ended December 31, 2022 and 2021, respectively, a decrease of 3.3 percentage
points, for the year ended December 31, 2022 over the prior year period. This decrease in the gross profit percentage was primarily the
result of an overall decrease in per case margins mostly due to the release of wines in 2022 from vintages produced with higher product
costs for item such as packaging and vineyard labor.
24
Selling,
general and administrative expenses were $19,360,514 and $14,975,654 for the years ended December 31, 2022 and 2021, respectively,
an increase of $4,384,860, or 29.3%, for the year ended December 31, 2022 over the prior year period. This increase was
primarily as a result of more sales coming from tasting rooms which have higher selling costs and from costs related to the opening and
development of four new tasting room and restaurant locations.
Income
(loss) from operations was $(546,418) and $3,690,019 for the years ended December 31, 2022 and 2021, respectively, a decrease
of $4,236,437, or 114.8%, for the year ended December 31, 2022 compared to the prior year period. The decrease was primary
the result of the $1,821,106 contribution loss related to the opening of four new locations and the higher cost of sales in 2022.
Interest
income was $5,496 and $12,412 for the years ended December 31, 2022 and 2021, respectively, a decrease of $6,916. Interest expense was
$367,745 and $391,272 for the years ended December 31, 2022 and 2021, respectively, a decrease of $23,527, or 6.0%, for the year ended
December 31, 2022 over the prior year period. The decrease in interest expense was mainly due to the decrease in average loan balances
in 2022 compared to the previous year.
Other
income, net, was $142,529 and $155,183 for the years ended December 31, 2022 and 2021, respectively, a decrease of $12,654, or 8.2%,
for the year ended December 31, 2022 over the prior year period.
Provision
for income tax expense (benefit) was $(119,646) and $1,020,879 for the years ended December 31, 2022 and 2021, respectively, a
decrease of $1,140,525, or 111.7%, for the year ended December 31, 2022 over the prior year period. This decrease in income
tax expense in 2022 compared to 2021 was primarily the result of lower income from operations in 2022, and higher tax depreciation deductions
related to the higher capital spend.
Income
(loss) per common share after preferred dividends was $(0.51) and $0.20 for the years ended December 31, 2022 and 2021, respectively,
a decrease of $0.71, or 351.0%, for the year ended December 31, 2022 over the prior year period. The primary reason for
this decrease was a decrease in net income in 2022 compared to 2021.
The
Company had cash balances of $338,676 at December 31, 2022, and $13,747,285 at December 31, 2021. The Company had an outstanding line
of credit balance of $166,617 at December 31, 2022, and zero outstanding balance at December 31, 2021.
EBITDA
In
2022, the Companys earnings before interest, taxes, depreciation, and amortization (EBITDA) decreased 67.0%
to $1,912,012 from $5,797,295 in 2021, primarily as a result of a decrease in net income.
EBITDA
does not reflect the impact of a number of items that affect our net income (loss), including financing costs. EBITDA is not a measure
of financial performance under the accounting principles generally accepted in the United States of America, referred to as GAAP,
and should not be considered as an alternative to net income (loss) or income (loss) from operations as a measure of performance, nor
as an alternative to net cash from operating activities as a measure of liquidity. We use EBITDA as a benchmark measurement of our own
operating results and as a benchmark relative to our competitors. We consider it to be a meaningful supplement to operating income (loss)
as a performance measure primarily because depreciation and amortization expense are not actual cash costs, and depreciation expense
varies widely from company to company in a manner that we consider largely independent of the underlying cost efficiency of our operating
facilities.
EBITDA
has significant limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of our
GAAP results as reported. Because of these limitations, EBITDA should only be considered as a supplemental performance measure and should
not be considered as a measure of liquidity or cash available to us to invest in the growth of our business. See the Statement of Cash
Flows set out in our financial statements included herein.
25
The
following table provides a reconciliation of net income (loss) (the most comparable GAAP measure) to EBITDA for the periods indicated:
Year Ended December 31,
2022
2021
Net Income (loss)
$ (646,492 )
$ 2,445,463
Depreciation and amortization expense
2,315,901
1,952,093
Interest expense
367,745
391,272
Interest income
(5,496 )
(12,412 )
Income tax expense (benefit)
(119,646 )
1,020,879
EBITDA
$ 1,912,012
$ 5,797,295
Sales
Wine
case sales for the years ended December 31, 2022 and 2021 and ending inventory amounts for the year ended December 31, 2022, are shown
in the following table:
Cases Sold
Cases Sold
Cases On-Hand
Varietal/Product
2022
2021
December 31, 2022
Pinot Noir/Estate
16,079
17,414
13,147
Pinot Noir/Barrel Select
19,789
13,928
91
Pinot Noir/Founders Reserve
4,519
3,895
3,686
Pinot Noir/Special Designates
14,083
10,384
11,754
Pinot Noir/Whole Cluster
50,674
59,683
17,903
Pinot Gris
33,568
32,991
2,362
Riesling
19,298
22,843
9,833
Chardonnay
5,010
5,831
6,077
Other
24,351
36,848
27,926
Total
187,371
203,817
92,779
Approximately
56% of the Companys case sales during 2022 were of the Companys flagship varietal, Pinot Noir. Case sales of Pinot Gris and
Riesling follow with approximately 18% and 10% of case sales each, respectively. The Company sold approximately 187,371 and 203,817 cases
of Company-produced wine during the years ended December 31, 2022 and 2021, respectively. This represents a decrease of approximately
16,447 cases, or 8.1% in 2022 compared to 2021. The decrease in case sales in 2022 compared to 2021 was primarily the result of a decrease
in shipments through distributors, partially offset by an increase in direct to consumer cases.
The
Company has three primary sales channels: direct-to-consumer sales, in-state sales to distributors, and out-of-state sales to
distributors. These three sales channels represent 46.4%, 17.5% and 36.1%, of total revenue for the year ended December 31, 2022,
respectively. This compares to 41.7%, 18.1% and 40.2% of total revenue for the year ended December 31, 2021, respectively.
Miscellaneous and grape sales are included in direct-to-consumer sales.
The
Companys direct-to-consumer sales and national sales to distributors offer comparable products to customers and utilize similar
processes and share resources for production, selling and distribution. Direct-to-consumer sales generate a higher gross profit margin
than national sales to distributors due to differentiated pricing between these segments.
26
Wine
Inventory
The
Company had 92,779 cases of bottled wine on-hand at the end of 2022. Management believes sufficient bulk wine inventory is on-hand to
bottle 289,438 cases of wine in 2022 and that sufficient stock is on hand to meet current demand levels until the 2022 vintage becomes
available.
Production
Capacity
Current
production volumes are within the current production capacity constraints of the Winery when including storage capacity at the Tualatin
Winery and utilization of temporary storage when appropriate. In 2022, 186,792 cases were produced. We have the capacity to store and
process about 275,000 cases of wine per year at the Estate Winery but can expand that capacity by utilizing storage at the Tualatin Winery,
as well as temporary storage. Management continues to invest in new production technologies intended to increase the efficiency and quality
of wine production. During 2022, the Company did not choose to utilize the wine production facilities at the Tualatin Winery but did
utilize it for wine storage. The Tualatin Winery has capacity to produce approximately 28,000 cases of wine. Management intends to fully
utilize the production capacity at the Estate Winery before expanding into the Tualatin Winery.
Grape
Supply
For
the 2022 and 2021 vintages, the Company grew approximately 66% and 50% of all grapes harvested, respectively. The remaining grapes harvested
were purchased from other growers. In 2022 and 2021, 8% and 30% of grapes harvested were purchased under short-term contracts, and 26%
and 19% of grapes harvested were purchased under long-term contracts, respectively. The Company considers short-term contracts to be
for single vintage years and long-term contracts to cover multiple vintage years.
Grapes
are typically harvested and received in September and October of the vintage year. Upon receipt, the grapes are weighed, and a quality
analysis is performed to ensure the grapes meet the standards set forth in the purchase contract. Based on the quantity of qualifying
grapes received, the full amount payable to the grower is recorded to the grapes payable liability account. Approximately 50% of the
grapes payable amount is due in November of the vintage year. The remaining amount is due in March of the following year. The grapes
are processed into wine, which is typically bottled and available for sale between five months and two years from date of harvest.
The
Company received $1,868,742 and $1,166,116 worth of grapes from long-term contracts during the years ended December 31, 2022 and 2021,
respectively. The Company received $639,677 and $1,762,282 worth of grapes from short-term contracts during the years ended December
31, 2022 and 2021, respectively. Total grapes payable was $1,208,673 and $1,388,601 as of December 31, 2022 and 2021, respectively. Grapes
payable includes $934,371 and $538,677 of grapes payable from long-term contracts as of December 31, 2022 and 2021, respectively.
The
Company plans to address long-term grape supply needs by developing new vineyards on properties currently owned or secured by lease.
The Company has approximately 37 acres of vineyards that have been planted but are in the pre-productive stage. We anticipate that these
vineyards will begin producing grapes within the next one to three years. The Company has approximately 231 acres of land that is suitable
for future vineyard development. The Company intends to seek out opportunities to acquire land for future grape plantings in order to
continue to increase available quantities, maintain control over farming practices, more effectively manage grape costs and mitigate
uncertainty associated with long-term contracts.
Wine
Quality
Continued
awareness of the Willamette Valley Vineyards brand and the quality of its wines was enhanced by national and regional media coverage
throughout 2022 including the accolades below.
Wine
Enthusiast rated the Companys 2019 Tualatin Estate Chardonnay with 91 points, 2019 Tualatin Estate Pinot Noir with 90 points,
2017 Bernau Estate Brut with 92 points & Editors Choice and 2017 Bernau Estate Blanc de Blancs with 91 points.
Vinous
rated the Companys 2019 Estate Pinot Noir with 90 points, 2019 Tualatin Estate Pinot Noir with 90 points, 2018 Elton Pinot
Noir with 91 points, 2018 Bernau Block Pinot Noir with 93 points, 2018 Tualatin Estate Pinot Noir with 92 points and 2018 Hannah Pinot
Noir with 92 points. Vinous also reviewed the Companys Pambrun wines and scored the 2018 Pambrun Cabernet Sauvignon with
92 points, 2018 Pambrun Merlot with 92 points and 2018 Pambrun Chrysologue with 92 points. The Companys Maison Bleue wines received
scores of 92 points for the 2019 Voyageur Syrah, 92 points from the 2019 Graveiere Syrah and 92 points for the 2019 Frontiere Syrah.
27
James
Suckling rated the Companys 2019 Vintage 46 Chardonnay with 94 points, 2019 Vintage 46 Pinot Noir with 93 points and the 2019
Tualatin Estate Chardonnay with 91 points. The 2019 Bernau Block Pinot Noir received 90 points and the 2019 Elton Pinot Noir received
92 points. The inaugural vintage of the 2017 Bernau Estate Méthode Traditionnelle Brut received 91 points and the 2017 Bernau
Estate Blanc de Blancs received 90 points.
Wine
Enthusiast Magazine rated the 2019 Founders Reserve Pinot Noir with 90 points.
The
Sunset International Wine Competition rated our 2021 Whole Cluster Rosé of Pinot Noir with 91 points & Gold and our 2021 Pinot
Gris with 90 points and Gold.
The
Sommeliers Choice Awards rated our 2021 Whole Cluster Rosé of Pinot Noir with Gold and 91 points and our 2021 Pinot Gris with
90 points and Gold.
Wine
Enthusiast rated the Companys 2020 Riesling with 90 points & Best Buy, and in the Top 100 Best Buy Wines for 2022.
Global
Fine Wine Challenge 2022 rated the companys 2018 Domaine Willamette Méthode Traditionnelle Brut 96 points & Double Gold
Medal.
Seasonality
The
Company has historically experienced and expects to continue to experience seasonal fluctuations in its revenue and net income. Typically,
first quarter sales are the lowest of any given year, and sales volumes increase progressively through the fourth quarter mostly because
of consumer buying habits.
Liquidity
and Capital Resources
At
December 31, 2022, the Company had a working capital balance of $17.9 million and a current ratio of 2.80:1. The Company had cash balances
of $338,676, at December 31, 2022.
Total
cash used in operating activities for the year ended December 31, 2022 was $2,666,228, which resulted primarily from a net loss in 2022
as well as increased inventory, income tax receivable and accounts receivable, being partially offset by increased depreciation and non-cash
lease expense.
Total
cash used in investing activities for the year ended December 31, 2022 was $15,479,674, which primarily consisted of cash used on construction
activity and vineyard development costs.
Total
cash provided from financing activities for the year ended December 31, 2022 was $4,737,293, which primarily consisted of proceeds from
the issuance of Preferred Stock and an increase in long term debt with Farm Credit Services, being partially offset by the payment of
a preferred stock dividend.
In
December of 2005, the Company entered into a revolving line of credit agreement with Umpqua Bank that allows borrowing up to $2,000,000
against eligible accounts receivable and inventories, as defined in the agreement. The revolving line bears interest at prime less 0.5%,
with a floor of 3.25%, is payable monthly, and is subject to renewal. In July 2021, the Company renewed the credit agreement until July
31, 2023. In November 2022, the Company increased the borrowing line up to $5,000,000. The Company had an outstanding line of credit
balance of $166,617 at December 31, 2022, at an interest rate of 6.5%, and zero outstanding balance at December 31, 2021. As
of December 31, 2022, the Company was out of compliance with a debt covenant. The Company has received a waiver from Umqua Bank waiving
this violation until the next measurement date of December 31, 2023.
As
of December 31, 2022, the Company had a total long-term debt balance of $7,062,654, including the portion due in the next year, owed
to Farm Credit Services, exclusive of debt issuance costs of $119,237. As of December 31, 2021, the Company had a total long-term debt
balance of $5,535,096, exclusive of debt issuance costs of $132,483. The debt with Farm Credit Services was used to finance the Hospitality
Center and subsequent remodels, invest in winery equipment to increase the Companys winemaking capacity, complete the storage facility,
acquire new vineyard land for future development and provide operating capital. The debt in 2022 with Farm Credit Services was used to
finance completion of new restaurant and tasting room locations and provide operating capital.
28
As
of December 31, 2022, the Company had an installment note payable of $1,201,038, due in quarterly payments of $42,534 through February
2032, associated with the purchase of property in the Dundee Hills AVA.
The
Company believes that cash flow from operations and funds available under its existing credit facilities and preferred stock program
will be sufficient to meet the Companys foreseeable short and long-term operating needs.
The
Companys contractual obligations as of December 31, 2022 including long-term debt, note payable, grape payables and commitments
for future payments under non-cancelable lease arrangements are summarized below:
Payments Due by Period
Less than 1
2 – 3
4 – 5
After 5
Total
Year
Years
Years
Years
Long-term debt
$ 7,062,654
$ 496,970
$ 3,072,769
$ 1,187,195
$ 2,305,720
Notes payable
1,201,038
1,201,038
-
-
-
Line of credit
166,617
166,617
-
-
-
Grape payables
1,208,673
1,208,673
-
-
-
Operating leases
12,443,191
1,215,935
2,363,881
2,241,958
6,621,417
Total contractual obligations
$ 22,082,173
$ 4,289,233
$ 5,436,650
$ 3,429,153
$ 8,927,137
Inflation
The
Companys management does not believe inflation has had a material impact on the Companys revenues or income (loss) during
2022 or 2021.
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not
required.
29
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.