WILLAMETTE VALLEY VINEYARDS INC 10-Q

Item 1 – Financial Statements WILLAMETTE VALLEY VINEYARDS, INC. CONDENSED BALANCE SHEETS (Unaudited) June 30, December 31, 2023 2022 ASSETS CURRENT ASSETS Cash and cash equivalents $ 553,180 $ 338,676 Accounts receivable, net 3,217,445 4,226,948 Inventories 22,751,848 22,201,499 Prepaid expenses and other current assets 453,438 454,085 Income tax receivable 777,828 557,224 Total current assets 27,753,739 27,778,432 Other assets 13,824 13,824 Vineyard development costs, net 8,591,954 8,448,925 Property and equipment, net 53,059,803 53,547,245 Operating lease right of use assets 9,580,622 8,895,556 TOTAL ASSETS $ 98,999,942 $ 98,683,982 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable $ 2,162,438 $ 3,067,886 Accrued expenses 1,481,634 1,428,380 Investor deposits for preferred stock - 147,511 Line of credit 1,505,793 166,617 Current portion of note payable 1,151,633 1,201,038 Current portion of long-term debt 509,720 496,970 Current portion of lease liabilities 844,280 768,818 Unearned revenue 1,262,885 1,442,401 Grapes payable - 1,208,673 Total current liabilities 8,918,383 9,928,294 Long-term debt, net of current portion and debt issuance costs 7,219,630 6,446,447 Lease liabilities, net of current portion 9,145,634 8,506,830 Deferred income taxes 3,440,477 3,440,477 Total liabilities 28,724,124 28,322,048 COMMITMENTS AND CONTINGENCIES (NOTE 8) SHAREHOLDERS’ EQUITY Redeemable preferred stock, no par value, 10,000,000 shares authorized, 9,303,988 shares issued and outstanding, liquidation preference of $ 39,634,989 , at June 30, 2023 and 9,185,666 shares issued and outstanding, liquidation preference $ 38,120,514 , at December 31, 2022. 40,442,768 38,869,075 Common stock, no par value, 10,000,000 shares authorized, 4,964,529 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively. 8,512,489 8,512,489 Retained earnings 21,320,561 22,980,370 Total shareholders’ equity 70,275,818 70,361,934 LIABILITIES AND SHAREHOLDERS’ EQUITY $ 98,999,942 $ 98,683,982 The accompanying notes are an integral part of this condensed financial statement 3 WILLAMETTE VALLEY VINEYARDS, INC. CONDENSED STATEMENTS OF OPERATIONS (Unaudited) Three months ended Six months ended June 30, June 30, 2023 2022 2023 2022 SALES, NET $ 10,726,243 $ 8,700,861 $ 19,035,183 $ 14,943,179 COST OF SALES 4,475,665 3,873,604 8,306,142 6,395,893 GROSS PROFIT 6,250,578 4,827,257 10,729,041 8,547,286 OPERATING EXPENSES Sales and marketing 4,350,043 3,019,613 8,333,623 5,497,340 General and administrative 1,591,696 1,363,201 3,061,529 2,741,735 Total operating expenses 5,941,739 4,382,814 11,395,152 8,239,075 INCOME (LOSS) FROM OPERATIONS 308,839 444,443 ( 666,111 ) 308,211 OTHER INCOME (EXPENSE) Interest income 5 904 5 3,293 Interest expense ( 164,615 ) ( 90,371 ) ( 289,037 ) ( 181,817 ) Other income (expense), net 5,135 ( 355 ) 78,721 88,669 INCOME (LOSS) BEFORE INCOME TAXES 149,364 354,621 ( 876,422 ) 218,356 INCOME TAX (EXPENSE) BENEFIT ( 40,911 ) ( 97,220 ) 240,052 ( 59,897 ) NET INCOME (LOSS) 108,453 257,401 ( 636,370 ) 158,459 Accrued preferred stock dividends ( 511,720 ) ( 466,613 ) ( 1,023,439 ) ( 933,225 ) LOSS APPLICABLE TO COMMON SHAREHOLDERS $ (403,267 ) $ (209,212 ) $ (1,659,809 ) $ (774,766 ) Loss per common share after preferred dividends, basic and diluted $ ( 0.08 ) $ ( 0.04 ) $ ( 0.33 ) $ ( 0.16 ) Weighted-average number of common shares outstanding, basic and diluted 4,964,529 4,964,529 4,964,529 4,964,529 The accompanying notes are an integral part of this condensed financial statement 4 WILLAMETTE VALLEY VINEYARDS, INC. CONDENSED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited) Six-Month Period Ended June 30, 2023 Redeemable Preferred Stock Common Stock Retained Shares Dollars Shares Dollars Earnings Total Balance at December 31, 2022 9,185,666 $ 38,869,075 4,964,529 $ 8,512,489 $ 22,980,370 $ 70,361,934 Issuance of preferred stock, net 118,322 550,254 - - - 550,254 Preferred stock dividends accrued - 511,719 - - ( 511,719 ) - Net loss - - - - ( 744,823 ) ( 744,823 ) Balance at March 31, 2023 9,303,988 39,931,048 4,964,529 8,512,489 21,723,828 70,167,365 Preferred stock dividends accrued - 511,720 - - ( 511,720 ) - Net income - - - - 108,453 108,453 Balance at June 30, 2023 9,303,988 $ 40,442,768 4,964,529 $ 8,512,489 $ 21,320,561 $ 70,275,818 Six-Month Period Ended June 30, 2022 Redeemable Preferred Stock Common Stock Retained Shares Dollars Shares Dollars Earnings Total Balance at December 31, 2021 7,523,539 $ 30,956,192 4,964,529 $ 8,512,489 $ 25,493,313 $ 64,961,994 Issuance of preferred stock, net 960,323 4,904,330 - - - 4,904,330 Preferred stock dividends accrued - 466,612 - - ( 466,612 ) - Net loss - - - - ( 98,942 ) - 98,942 Balance at March 31, 2022 8,483,862 36,327,134 4,964,529 8,512,489 24,927,759 69,767,382 Preferred stock dividends accrued - 466,613 - - ( 466,613 ) - Net income - - - - 257,401 257,401 Balance at June 30, 2022 8,483,862 $ 36,793,747 4,964,529 $ 8,512,489 $ 24,718,547 $ 70,024,783 The accompanying notes are an integral part of this condensed financial statement 5 WILLAMETTE VALLEY VINEYARDS, INC. STATEMENTS OF CASH FLOWS (Unaudited) Six months ended June 30, 2023 2022 CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ ( 636,370 ) $ 158,459 Adjustments to reconcile net income to net cash from operating activities: Depreciation and amortization 1,541,272 992,417 Non-cash lease expense 405,669 327,886 Loan fee amortization 6,624 6,624 Change in operating assets and liabilities: Accounts receivable 1,009,503 890,237 Inventories ( 550,349 ) ( 1,355,806 ) Prepaid expenses and other current assets 647 ( 5,678 ) Income taxes receivable ( 220,604 ) ( 454,415 ) Unearned revenue ( 179,516 ) ( 138,167 ) Lease liabilities ( 376,469 ) ( 177,584 ) Grapes payable ( 1,208,673 ) ( 1,388,601 ) Accounts payable 7,590 75,203 Accrued expenses 53,254 90,356 Net cash from operating activities ( 147,422 ) ( 979,069 ) CASH FLOWS FROM INVESTING ACTIVITIES Additions to vineyard development costs ( 203,909 ) ( 369,389 ) Additions to property and equipment ( 1,905,988 ) ( 9,760,175 ) Net cash from investing activities ( 2,109,897 ) ( 10,129,564 ) CASH FLOWS FROM FINANCING ACTIVITIES Payment on installment note for property purchase ( 49,405 ) ( 46,548 ) Proceeds from line of credit 1,339,176 - Payments on long-term debt ( 245,691 ) ( 233,605 ) Proceeds from long-term debt 1,025,000 - Proceeds from issuance of preferred stock 402,743 769,908 Net cash from financing activities 2,471,823 489,755 NET CHANGE IN CASH AND CASH EQUIVALENTS 214,504 ( 10,618,878 ) CASH AND CASH EQUIVALENTS, beginning of period 338,676 13,747,285 CASH AND CASH EQUIVALENTS, end of period $ 553,180 $ 3,128,407 NON-CASH INVESTING AND FINANCING ACTIVITIES Purchases of property and equipment and vineyard development costs included in accounts payable $ 377,991 $ 1,196,351 Reduction in investor deposits for preferred stock $ 147,511 $ 4,134,422 Accrued preferred stock dividends $ 1,023,439 $ 933,225 Right of use assets obtained in exchange for operating lease liabilities $ 1,090,735 $ 3,200,021 The accompanying notes are an integral part of this condensed financial statement 6 NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS 1) BASIS OF PRESENTATION The accompanying unaudited interim financial statements as of June 30, 2023 and for the three and six months ended June 30, 2023 and 2022 have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial statements. The financial information as of December 31, 2022 is derived from the audited financial statements presented in the Willamette Valley Vineyards, Inc. (the “Company”) Annual Report on Form 10-K for the year ended December 31, 2022. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the accompanying financial statements include all adjustments necessary (which are of a normal recurring nature) for the fair statement of the results of the interim periods presented. The accompanying financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2022, as presented in the Company’s Annual Report on Form 10-K. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 2023, or any portion thereof. The Company’s revenues include direct to consumer sales and national sales to distributors. These sales channels utilize shared resources for production, selling, and distribution. Basic earnings (loss) per share after preferred stock dividends are computed based on the weighted-average number of common shares outstanding each period. The following table presents the earnings per share after preferred stock dividends calculation for the periods shown: Schedule of Earnings Per Share Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Numerator Net income (loss) $ 108,453 $ 257,401 $ ( 636,370 ) $ 158,459 Accrued preferred stock dividends ( 511,720 ) ( 466,613 ) ( 1,023,439 ) ( 933,225 ) Net loss applicable to common shares $ ( 403,267 ) $ ( 209,212 ) $ ( 1,659,809 ) $ ( 774,766 ) Denominator Weighted-average common shares outstanding 4,964,529 4,964,529 4,964,529 4,964,529 Loss per common share after preferred dividends, basic and diluted $ ( 0.08 ) $ ( 0.04 ) $ ( 0.33 ) $ ( 0.16 ) Subsequent to the filing of the 2022 Report there were no accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) that would have a material effect on the Company’s unaudited interim condensed financial statements. Reclassifications - Certain immaterial amounts from prior periods have been reclassified to conform to current years’ presentation. 7 2) INVENTORIES The Company’s inventories, by major classification, are summarized as follows, as of the dates shown: Schedule of Inventory June 30, 2023 December 31, 2022 Winemaking and packaging materials $ 1,806,853 $ 1,162,850 Work-in-process (costs relating to unprocessed and/or unbottled wine products) 10,540,895 12,047,579 Finished goods (bottled wine and related products) 10,404,100 8,991,070 Total inventories $ 22,751,848 $ 22,201,499 3) PROPERTY AND EQUIPMENT, NET The Company’s property and equipment consists of the following, as of the dates shown: Schedule of Property and Equipment, Net June 30, 2023 December 31, 2022 Construction in progress $ 1,481,907 $ 2,037,128 Land, improvements, and other buildings 14,491,826 14,491,827 Winery, tasting room buildings, and hospitality center 42,128,871 40,806,365 Equipment 19,010,581 18,805,695 Property and equipment, gross 77,113,185 76,141,015 Accumulated depreciation ( 24,053,382 ) ( 22,593,770 ) Property and equipment, net $ 53,059,803 $ 53,547,245 Depreciation expense for the three months ended June 30, 2023 and 2022 was $ 744,048 and $ 432,826 , respectively. Depreciation expense for the six months ended June 30, 2023 and 2022 was $ 1,459,612 and $ 816,806 , respectively. 4) DEBT Line of Credit Facility – 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 $ 1,505,793 at June 30, 2023, at an interest rate of 7.75%, and an outstanding balance of $ 166,617 at December 31, 2022. In July 2023 the line of credit was renewed for an additional two years. The line of credit agreement includes various covenants, which among other things, requires the Company to maintain minimum amounts of tangible net worth, debt-to-equity, and debt service coverage, as defined, and limits the level of acquisitions of property and equipment. 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. Notes Payable – In February 2017, the Company purchased property, including vineyard land, bare land, and structures in the Dundee Hills American Viticultural Area (AVA) under terms that included a 15 year note payable with quarterly payments of $42,534, bearing interest at 6%. The note may be called by the owner, up to the outstanding balance, with 180 days written notice. As of June 30, 2023, the Company had a balance of $ 1,151,633 due on this note. As of December 31, 2022, the Company had a balance of $ 1,201,038 due on this note. 8 Long-Term Debt – The Company has three long term debt agreements with AgWest with an aggregate outstanding balance of $ 7,841,963 and $ 7,062,654 as of June 30, 2023 and December 31, 2022, respectively. The first loan requires monthly principal and interest payments of $15,557 for the life of the loan, at an annual fixed interest rate of 4.75% with a maturity date of 2028, and outstanding balance of $901,949 and $972,940 as of June 30, 2023 and December, 31, 2022, respectively. The second loan requires monthly principal and interest payments of $46,510 for the life of the loan, at an annual fixed interest rate of 5.21% with a maturity date of 2032, and outstanding balance of $3,915,014 and $4,089,714 as of June 30, 2023 and December, 31, 2022, respectively. The general purposes of these loans were to make capital improvements to the winery and vineyard facilities. The third loan bears interest at Northwest Variable base which was 7.50% at June 31, 2023 and 6.50% at December 31,2022, with interest due annually and principal at maturity on November 1, 2025 with an available line of $ 5,000,000 and outstanding balance of $ 3,025,000 and $ 2,000,000 as of June 30, 2023 and December, 31, 2022, respectively. In July 2023 the available line was increased to $ 10,000,000 . As of June 30, 2023, the Company had unamortized debt issuance costs of $ 112,613 . As of December 31, 2022, the Company had unamortized debt issuance costs of $ 119,237 . The Company believes that cash flow from operations and funds available under the Company’s existing credit facilities will be sufficient to meet the Company’s short-term needs. The Company will continue to evaluate funding mechanisms to support our long-term funding requirements. 5) INTEREST AND TAXES PAID Income taxes – The Company paid zero and $ 502,000 in income taxes for the three months ended June 30, 2023 and 2022, respectively. The Company received $ 19,456 and paid $ 502,000 in income taxes for the six months ended June 30, 2023 and 2022, respectively. Interest – The Company paid $ 92,379 and $ 83,776 for the three months ended June 30, 2023 and 2022, respectively, in interest on long-term debt. The Company paid $ 186,184 and $ 175,222 for the six months ended June 30, 2022 and 2020, respectively, in interest on long-term debt. 6) SEGMENT REPORTING The Company has identified two operating segments, Direct Sales and Distributor Sales, based upon their different distribution channels, margins and selling strategies. Direct Sales include retail sales in the tasting rooms, wine club sales, internet sales, on-site events, kitchen and catering sales and other sales made directly to the consumer without the use of an intermediary, including sales of bulk wine or grapes. Distributor Sales include all sales through a third party where prices are given at a wholesale rate. The two segments reflect how the Company’s operations are evaluated by senior management and the structure of its internal financial reporting. The Company evaluates performance based on the gross profit of the respective business segments. Selling expenses that can be directly attributable to the segment, including depreciation of segment specific assets, are included, however, centralized selling expenses and general and administrative expenses are not allocated between operating segments. Therefore, net income (loss) information for the respective segments is not available. Discrete financial information related to segment assets, other than segment specific depreciation associated with selling, is not available and that information continues to be aggregated. 9 The following table outlines the sales, cost of sales, gross profit, directly attributable selling expenses, and contribution margin of the segments for the three and six month periods ending June 30, 2023 and 2022. Sales figures are net of related excise taxes. Schedule of Segment reporting Three Months Ended June 30, Direct Sales Distributor Sales Unallocated Total 2023 2022 2023 2022 2023 2022 2023 2022 Sales, net $ 5,517,998 $ 3,830,195 $ 5,208,245 $ 4,870,666 $ - $ - $ 10,726,243 $ 8,700,861 Cost of sales 1,587,834 1,080,634 2,887,831 2,792,970 - - 4,475,665 3,873,604 Gross profit 3,930,164 2,749,561 2,320,414 2,077,696 - - 6,250,578 4,827,257 Selling expenses 3,563,771 2,308,270 538,762 484,445 247,510 226,898 4,350,043 3,019,613 Contribution margin $ 366,393 $ 441,291 $ 1,781,652 $ 1,593,251 Percent of total sales 51.4 % 44.0 % 48.6 % 56.0 % General and administration expenses 1,591,696 1,363,201 1,591,696 1,363,201 Income from operations $ 308,839 $ 444,443 Six Months Ended June 30, Direct Sales Distributor Sales Unallocated Total 2023 2022 2023 2022 2023 2022 2023 2022 Sales, net $ 9,589,646 $ 6,787,502 $ 9,445,537 $ 8,155,677 $ - $ - $ 19,035,183 $ 14,943,179 Cost of sales 2,877,767 1,828,926 5,428,375 4,566,967 - - 8,306,142 6,395,893 Gross profit 6,711,879 4,958,576 4,017,162 3,588,710 - - 10,729,041 8,547,286 Selling expenses 6,778,273 4,100,561 1,070,503 962,950 484,847 433,829 8,333,623 5,497,340 Contribution margin (deficit) $ ( 66,394 ) $ 858,015 $ 2,946,659 $ 2,625,760 Percent of total sales 50.4 % 45.4 % 49.6 % 54.6 % General and administration expenses 3,061,529 2,741,735 3,061,529 2,741,735 Income (loss) from operations $ ( 666,111 ) $ 308,211 Direct sales include zero bulk wine sales for the three months ended June 30, 2023 and June 30, 2022. Direct sales include $ 10,000 bulk wine sales for the six months ended June 30, 2023 and $ 10,500 bulk wine sales for the six months ended June 30, 2022. 7) SALE OF PREFERRED STOCK On January 24, 2020, the Company filed a shelf Registration Statement on Form S-3 (the “2020 Form S-3”) with the United States Securities and Exchange Commission (the “SEC”) pertaining to the potential future issuance of one or more classes or series of debt, equity, or derivative securities. The maximum aggregate offering amount of securities sold pursuant to the January 2020 Form S-3 was not to exceed $20,000,000. The Company subsequently filed with the SEC prospectus supplement on June 10, 2020, pursuant to which the Company sold an aggregate of 1,902,155 shares of its Series A Redeemable Preferred Stock for aggregate proceeds of $8,533,086, net of acquisition costs. On June 11, 2021, the Company filed with the SEC an additional Prospectus Supplement to the 2020 Form S-3, pursuant to which the Company sold an aggregate of 1,918,939 shares of its Series A Redeemable Preferred Stock for aggregate proceeds of $9,008,334 net of acquisition costs. On July 1, 2022, the Company filed a new shelf Registration Statement on Form S-3 (the “July 2022 Form S-3”) with the SEC pertaining to the potential future issuance of one or more classes or series of debt, equity, or derivative securities. The maximum aggregate offering amount of securities sold pursuant to the June 2022 Form S-3 is not to exceed $20,000,000. On August 1, 2022 and September 1 2022, the Company filed with the SEC Prospectus Supplements to the July 2022 Form S-3, pursuant to which the Company proposed to offer and sell, on a delayed or continuous basis, up to 213,158 shares of Series A Redeemable Preferred Stock having proceeds not to exceed $1,097,765 and up to 284,995 shares of Series A Redeemable Preferred Stock having proceeds not to exceed $1,467,729, respectively. Each of these Prospectus Supplements established that our shares of preferred stock were to be sold in three offering periods with three separate offering prices beginning with an offering price of $5.15 per share and concluding with an offering of $5.35 per share. On October 3, 2022, the Company filed with the SEC a Prospectus Supplement to the July 2022 Form S-3, pursuant to which the Company proposed to offer and sell, on a delayed or continuous basis, up to 233,564 shares of Series A Redeemable Preferred Stock having proceeds not to exceed $1,226,211. This Prospectus Supplement established that our shares of preferred stock were to be sold in two offering periods with two separate offering prices beginning with an offering price of $5.25 per share and concluding with an offering of $5.35 per share. On November 1, 2022, the Company filed with the SEC a Prospectus Supplement to the July 2022 Form S-3, pursuant to which the Company proposed to offer and sell, on a delayed or continuous basis, up to 344,861 shares of Series A Redeemable Preferred Stock having proceeds not to exceed $1,845,009. This Prospectus Supplement established that our shares of preferred stock were to be sold in one offering period with an offering price of $5.35 per share. Net proceeds of $3,558,807 have been received under these offerings as of June, 30 2023 for the issuance of Preferred Stock. 10 Shareholders have the option to receive dividends as cash or as a gift card for purchasing Company products. The amount of unused dividend gift cards at June 30, 2023 and December 31, 2022 was $ 830,243 and $ 1,106,970 , respectively and is recorded as unearned revenue on the balance sheets. Revenue from gift cards is recognized when the gift card is redeemed by a customer. When the likelihood of a gift card being redeemed by a customer is determined to be remote and the Company expects to be entitled to the breakage, then the value of the unredeemed gift card is recognized as revenue. We determine the gift card breakage rate based upon Company-specific historical redemption patterns. To date we have determined that no breakage should be recognized related to our gift cards. Dividends accrued but not paid will be added to the liquidation preference of the stock until the dividend is declared and paid. At any time after June 1, 2021, the Company has the option, but not the obligation, to redeem all of the outstanding preferred stock in an amount equal to the original issue price plus accrued but unpaid dividends and a redemption premium equal to 3% of the original issue price. 8) COMMITMENTS AND CONTINGENCIES We determine if an arrangement is a lease at inception. On our balance sheet, our operating leases are included in Operating lease right-of-use assets (ROU), Current portion of lease liabilities, and Lease liabilities, net of current portion. The Company does not currently have any finance leases. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. For leases that do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Significant judgment may be required when determining whether a contract contains a lease, the length of the lease term, the allocation of the consideration in a contract between lease and non-lease components, and the determination of the discount rate included in our leases. We review the underlying objective of each contract, the terms of the contract, and consider our current and future business conditions when making these judgments. Operating leases – Vineyard - In December 1999 , under a sale-leaseback agreement, the Company sold approximately 79 acres of the Tualatin Vineyards property with a net book value of approximately $1,000,000 for approximately $1,500,000 cash and entered into a 20-year operating lease agreement, with three five-year extension options, and contains an escalation provision of 2.5% per year. The Company extended the lease in January 2019 until January 2025. In December 2004 , under a sale-leaseback agreement, the Company sold approximately 75 acres of the Tualatin Vineyards property with a net book value of approximately $551,000 for approximately $ 727,000 cash and entered into a 15-year operating lease agreement, with three five-year extension options, for the vineyard portion of the property. The first five year extension has been exercised. The lease contains a formula-based escalation provision with a maximum increase of 4% every three years. In February 2007 , the Company entered into a lease agreement for 59 acres of vineyard land at Elton Vineyard. In June 2021, the company entered into a new 11 year lease for this property. The lease contains an escalation provision tied to the CPI not to exceed 2% per annum. 11 In July 2008 , the Company entered into a 34-year lease agreement with a property owner in the Eola Hills for approximately 110 acres adjacent to the existing Elton Vineyards site. These 110 acres are being developed into vineyards. Terms of this agreement contain rent increases, that rises as the vineyard is developed, and contains an escalation provision of CPI plus 0.5% per year capped at 4%. In March 2017 , the Company entered into a 25-year lease for approximately 17 acres of agricultural land in Dundee, Oregon. These acres are being developed into vineyards. This lease contains an annual payment that remains constant throughout the term of the lease. Operating Leases – Non-Vineyard – In September 2018 , the Company renewed an existing lease for three years , with two one-year renewal options, for its McMinnville tasting room. In May 2022 the Company amended the lease to extend the lease to August 2025 with one three year renewal option and defined payments over the term of the lease. In January 2018 , the Company assumed a lease, through December 2022, for its Maison Bleue tasting room in Walla Walla, Washington. In January 2023, the Company entered into a new lease to December 2027 with one five year renewal option, and defined payments over the term of the lease. In February 2020 , the Company entered into a lease for 5 years , with three five-year renewal options for a retail wine facility in Folsom, California, referred to as Willamette Wineworks. The lease contains an escalation provision tied to the CPI not to exceed 3% per annum with increases not allowed in any year being carried forward to the following years. In March 2021 , the Company entered into a lease for 10 years , with two five-year renewal options for a retail wine facility in Vancouver, Washington. The lease defines the payments over the term of the lease and option periods. In February 2022 , the Company entered into a lease for 10 years , with three five-year renewal options for a retail wine facility in Lake Oswego, Oregon. The lease defines the payments over the term of the lease and option periods. In May 2022 , the Company entered into a lease for 10 years , with two five-year renewal options for a retail wine facility in Happy Valley, Oregon. The lease defines the payments over the term of the lease and option periods. In January 2023 , the Company entered into a lease for 10 years , with three five-year renewal options for a retail wine facility in Bend, Oregon. The lease defines the payments over the term of the lease. The following tables provide lease cost and other lease information: Schedule of Lease Cost and Information Three Months Ended Six Months Ended June 30, 2023 June 30, 2023 Lease Cost Operating lease cost - Vineyards $ 114,782 $ 229,564 Operating lease cost - Other 219,983 439,965 Short-term lease cost 9,825 18,800 Total lease cost $ 344,590 $ 688,329 Other Information Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases - Vineyard $ 114,343 $ 228,264 Operating cash flows from operating leases - Other $ 209,246 $ 404,201 Weighted-average remaining lease term - Operating leases in years 10.52 10.52 Weighted-average discount rate - Operating leases 5.48 % 5.48 % 12 Right-of-use assets obtained in exchange for new operating lease obligations were $1,090,735 and $3,200,021 for the six-months ended June 30, 2023 and 2022, respectively. As of June 30, 2023, maturities of lease liabilities were as follows: Schedule of Maturities of Lease Liabilities Operating Years Ended December 31, Leases 2023, for remaining 6 months $ 660,950 2024 1,331,274 2025 1,303,652 2026 1,279,014 2027 1,338,979 Thereafter 7,154,066 Total minimal lease payments 13,067,935 Less present value adjustment ( 3,078,021 ) Operating lease liabilities 9,989,914 Less current lease liabilities ( 844,280 ) Lease liabilities, net of current portion $ 9,145,634 Litigation – From time to time, in the normal course of business, the Company is a party to legal proceedings. Management believes that these matters will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows, but, due to the nature of litigation, the ultimate outcome of any potential actions cannot presently be determined. Grape Purchases – The Company has entered into long-term grape purchase agreements with a number of Willamette Valley wine grape growers. With these agreements the Company purchases an annually agreed upon quantity of fruit, at pre-determined prices, within strict quality standards and crop loads. The Company cannot calculate the minimum or maximum payment as such a calculation is dependent in large part on unknowns such as the quantity of fruit needed by the Company and the availability of grapes produced that meet the strict quality standards in any given year. If no grapes are produced that meet the contractual quality levels, the grapes may be refused, and no payment would be due. There were no grape purchases for the three and six months period ended June 30, 2023 and 2022. 13 ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS As used in this Quarterly Report on Form 10-Q, “we,” “us,” “our” and “the Company” refer to Willamette Valley Vineyards, Inc. Forward Looking Statements This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of this Form 10-Q contain forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that are based on current expectations, estimates and projections about the Company’s business, and beliefs and assumptions made by management. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates”, “predicts,” “potential,” “should,” or “will” or the negative thereof and variations of such words and similar expressions are intended to identify such forward-looking statements. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including, but not limited to: availability of financing for growth, availability of adequate supply of high quality grapes, successful performance of internal operations, impact of competition, changes in wine broker or distributor relations or performance, impact of possible adverse weather conditions, impact of reduction in grape quality or supply due to disease or smoke from forest fires, changes in consumer spending, and the reduction in consumer demand for premium wines. In addition, such statements could be affected by general industry and market conditions and growth rates, and general domestic economic conditions. Many of these risks as well as other risks that may have a material adverse impact on our operations and business, are identified in Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as well as in the Company’s other Securities and Exchange Commission filings and reports. The forward-looking statements in this report are made as of the date hereof, and, except as otherwise required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statements or to update the reasons why the actual results could differ materially from those projected in the forward-looking statements, whether as a result of new information, future events or otherwise. Critical Accounting Policies The foregoing discussion and analysis of the Company’s financial condition and results of operations are based upon our unaudited condensed financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these unaudited condensed financial statements requires the Company’s management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to revenue recognition, collection of accounts receivable, valuation of inventories, and amortization of vineyard development costs. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. A description of the Company’s critical accounting policies and related judgments and estimates that affect the preparation of the Company’s financial statements is set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Such policies were unchanged during the three months ended June 30, 2023. Overview The Company, one of the largest wine producers in Oregon by volume, believes its success is dependent upon its ability to: (1) grow and purchase high quality vinifera wine grapes; (2) vinify the grapes into premium, super premium and ultra-premium wine; (3) achieve significant brand recognition for its wines, first in Oregon, and then nationally and internationally; (4) effectively distribute and sell its products nationally; and (5) continue to build on its base of direct to consumer sales. The Company’s goal is to continue to build on a reputation for producing some of Oregon’s finest, most sought-after wines. The Company has focused on positioning itself for strategic growth through property purchases, property development and issuance of the Company’s Series A Redeemable Preferred Stock (the “Preferred Stock”). Management expects near term financial results to be negatively impacted by these activities as a result of incurring costs of accrued preferred stock dividends, strategic planning and development costs and other growth associated costs. The Company’s wines are made from grapes grown in vineyards owned, leased or contracted by the Company, and from grapes purchased from other vineyards. The grapes are harvested, fermented and made into wine primarily at the Company’s winery in Turner Oregon (the “Winery”) and the wines are sold principally under the Company’s Willamette Valley Vineyards label, but also under the Griffin Creek, Pambrun, Elton, Maison Bleue, Metis, Natoma, Pere Ami, Elton, Domaine Willamette and Tualatin Estates labels. The Company also owns the Tualatin Estate Vineyards and Winery, located near Forest Grove, Oregon and the Domaine Willamette Winery located near Dundee, Oregon . The Company generates revenues from the sales of wine to wholesalers and direct to consumers. 14 Direct to consumer sales primarily include sales through the Company’s tasting rooms, telephone, internet and wine club. Direct to consumer sales are at a higher unit price than sales through distributors 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 the Company’s existing tasting rooms and the opening of new locations, and growth in wine club membership. Additionally, the Company’s Preferred Stock sales since August 2015 have resulted in approximately 12,000 new preferred stockholders many of which the Company believes are wine enthusiasts. When considering joint ownership, we believe these new stockholders represent approximately 18,000 current and potential customers of the Company. Periodically, the Company will sell grapes or bulk wine, due to them not meeting Company standards or being in excess of production targets, however this is not a significant part of the Company’s activities. The Company sold 96,269 and 85,133 cases of produced wine during the six months ended June 30, 2023 and 2022, respectively, an increase of 11,136 cases, or 13.1% in the current year period over the prior year period. The increase in wine case sales was primarily the result of increased case sales through distributors and direct to the consumer. Cost of sales includes grape costs, whether purchased or grown at Company vineyards, winemaking and processing costs, bottling, packaging, warehousing, and shipping and handling costs. For grapes grown at Company vineyards, costs include farming expenditures and amortization of vineyard development costs. At June 30, 2023, wine inventory included 127,104 cases of bottled wine and 352,326 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 132,020 cases during the six months ended June 30, 2023. Willamette Valley Vineyards continues to receive positive recognition through national magazines, regional publications, local newspapers and online bloggers including the accolades below. Wine Enthusiast Magazine rated the Company’s 2021 Estate Pinot Noir 91 points, 2021 Dijon Clone Pinot Noir 90 points and 2021 Founders’ Reserve Pinot Noir 90 points. Sunset International Wine Competition awarded the Company’s 2022 Whole Cluster Rosé of Pinot Noir 94 points with a Gold Medal. RESULTS OF OPERATIONS Revenue Sales revenue for the three months ended June 30, 2023 and 2022 were $10,726,243 and $8,700,861, respectively, an increase of $2,025,382, or 23.3%, in the current year period over the prior year period. This increase was caused by an increase in sales through distributors of $337,579 and an increase in direct sales of $1,687,803 in the current year three-month period over the prior year period. The increase in revenue from sales through distributors was primarily attributed to more availability of new vintage wines compared to the prior year. The increase in direct sales to consumers was primarily the result of retail sales in new tasting rooms in 2023. Sales revenue for the six months ended June 30, 2023 and 2022 were $19,035,183 and $14,943,179, respectively, an increase of $4,092,004, or 27.4%, in the current year period over the prior year period. This increase was caused by an increase in revenues from direct sales of $2,802,144 and an increase in revenues from sales through distributors of $1,289,860 in the current year period over the prior year period. The increase in revenues from direct sales to consumers was primarily the result of more tasting room locations in the current year. The increase in sales through distributors was primarily the result of an increase in off-premise sales. Cost of Sales Cost of Sales for the three months ended June 30, 2023 and 2022 were $4,475,665 and $3,873,604, respectively, an increase of $602,061, or 15.5%, in the current period over the prior year period. This change was primarily the result of an increase in sales. Cost of Sales for the six months ended June 30, 2023 and 2022 were $8,306,142 and $6,395,893, respectively, an increase of $1,910,249 or 29.9%, in the current period over the prior year period. This change was primarily the result of an increase in sales and a change in the mix of sales in 2023. 15 Gross Profit Gross profit as a percentage of net sales for the three months ended June 30, 2023 and 2022 was 58.3% and 55.5%, respectively, an increase of 2.8 percentage points in the current year period over the prior year period, mostly as a result of a higher percentage of sales coming from direct to consumer sales compared to the same quarter of 2022. Gross profit as a percentage of net sales for the six months ended June 30, 2023 and 2022 was 56.4% and 57.2%, respectively, a decrease of 0.8 percentage points in the current year period over the prior year period. This decrease was primarily the result of higher fruit and labor costs in the first six months of 2023 compared to the same period in the prior year, offset by a higher direct to consumer percentage of sales. Selling, General and Administrative Expenses Selling, general and administrative expenses for the three months ended June 30, 2023 and 2022 was $5,941,739 and $4,382,814 respectively, an increase of $1,558,925, or 35.6%, in the current quarter over the same quarter in the prior year. This increase was primarily the result of an increase in selling and marketing expenses of $1,330,430, or 44.1% and an increase in general and administrative expenses of $228,495, or 16.8% in the current quarter compared to the same quarter last year. Selling, general and administrative expense for the six months ended June 30, 2023 and 2022 was $11,395,152 and $8,239,075, respectively, an increase of $3,156,077, or 38.3%, in the current year period over the prior year period. This increase was primarily the result of an increase in selling and marketing expenses of $2,836,283, or 51.6% combined with an increase in general and administrative expenses of $319,794, or 11.7% in the current year period compared to the same period in 2022. Selling expenses increased in both the first half and second quarter of 2023 compared to the same periods in 2022 primarily as a result of having more tasting room locations in 2023. Interest Expense Interest expense for the three months ended June 30, 2023 and 2022 was $164,615 and $90,371, respectively, an increase of $74,244 or 82.2%, in the second quarter of 2023 over the same quarter in the prior year. Interest expense for the six months ended June 30, 2023 and 2022 was $289,037 and $181,817, respectively, an increase of $107,220 or 59.0%, in the current year period over the prior year period. The increase in interest expense for the second quarter and first six months of 2023 was primarily the result of increased debt at higher interest rates in the current periods compared to the second quarter and first six months of 2022. Income Taxes The income tax expense for the three months ended June 30, 2023 and 2022 was $40,911 and $97,220, respectively, a decrease of $56,309 or 57.9%, in the second quarter of 2023 over the same quarter in the prior year mostly as a result of the lower pre-tax income in the second quarter of 2023, compared to the same quarter in 2022. The Company’s estimated federal and state combined income tax rate was 27.4% for the three months ended June 30, 2023 and 2022, respectively. The income tax expense (benefit) for the six months ended June 30, 2023 and 2022 was $(240,052) and $59,897, respectively, a decrease of $299,949, in the current year period over the prior year period, mostly a result of lower pre-tax income in the first six months of 2023, compared to the same period in 2022. The Company’s estimated federal and state combined income tax rate was 27.4% for the six months ended June 30, 2023 and 2022, respectively. Net Income (Loss) Net income for the three months ended June 30, 2023 and 2022 was $108,453 and $257,401, respectively, a decrease of $148,948, or 57.9%, in the second quarter of 2023 over the same quarter in the prior year. Net income (loss) for the six months ended June 30, 2023 and 2022 was $(636,370) and $158,459, respectively, a decrease of $794,829, or 501.6%, in the current year period over the prior year period. The decrease in net income for the second quarter and decrease in net income for the first half of 2023, compared to the comparable periods in 2022, was primarily the result of higher selling expenses. 16 Net Loss Applicable to Common Shareholders Net loss applicable to common shareholders for the three months ended June 30, 2023 and 2022 was $403,267 and $209,212, respectively, an increase of $194,055, or 92.8%, in the second quarter of 2023 over the same quarter in the prior year. Net loss applicable to common shareholders for the six months ended June 30, 2023 and 2022 was $1,659809 and $774,766, respectively, an increase of $885,043, or 114.2%, in the current year period over the prior year period. The decrease in income applicable to common shareholders in the second quarter and the first six months of 2023, compared to the same periods of 2022, was the result of lower net income and higher dividend costs in the current period. Liquidity and Capital Resources At June 30, 2023, the Company had a working capital balance of $18.8 million and a current working capital ratio of 3.11:1. At June 30, 2023, the Company had a cash balance of $553,180. At December 31, 2022, the Company had a cash balance of $338,676. This increase is primarily the result of proceeds from the line of credit, long term debt and a reduction in receivables. Total cash used for operating activities in the six months ended June 30, 2023 was $147,422. Cash used in operating activities for the six months ended June 30, 2023 was primarily associated with reduced grapes payable and increased inventories, being partially offset by decreased accounts receivable. Total cash used in investing activities in the three months ended June 30, 2023 was $2,109,897. Cash used in operating activities for the six months ended June 30, 2023 was primarily associated with reduced accounts payable, grapes payable and increased inventories, being partially offset by decreased accounts receivable. Total cash generated from financing activities in the six months ended June 30, 2023 was $2,471,823. Cash generated from financing activities for the six months ended June 30, 2023 primarily consisted of proceeds from the issuance of Preferred Stock, proceeds from the line of credit and long-term debt being partially offset by the repayment of long-term debt. 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 $1,505,793 at June 30, 2023, at an interest rate of 7.75%, and an outstanding balance of $166,617 at December 31, 2022. In July 2023 the line of credit was renewed for an additional two years. The line of credit agreement includes various covenants, which among other things, requires the Company to maintain minimum amounts of tangible net worth, debt-to-equity, and debt service coverage, as defined, and limits the level of acquisitions of property and equipment. 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 June 30, 2023, the Company had a 15-year installment note payable of $1,151,633, due in quarterly payments of $42,534, associated with the purchase of property in the Dundee Hills AVA. As of June 30, 2023, the Company had a total long-term debt balance of $7,841,963, including the portion due in the next year, owed to AgWest, exclusive of debt issuance costs of $112,613. As of December 31, 2022, the Company had a total long-term debt balance of $7,062,654, exclusive of debt issuance costs of $119,237. The Company believes that cash flow from operations and funds available under the Company’s existing credit facilities will be sufficient to meet the Company’s short-term needs. 17 ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As a smaller reporting company, the Company is not required to provide the information required by this item.