What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2024-03-26 compared with 2023-03-28 · 144 added, 158 removed, 233 unchanged (56% of the section changed)

1 unchanged sentence

Companys Common Stock is traded on the NASDAQ Capital Market under the symbol WVVI.

of March 28, 2023, the Company had approximately 2,115 common stock shareholders of record.

of March 26, 2024, the Company had approximately 3,177 Common Stock stockholders 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

held in street name by brokers on behalf of stockholders, we are unable to estimate the total number of beneficial holders

of our Common Stock represented by these record holders.

9 unchanged sentences

Purchases of Equity Securities

SELECTED FINANCIAL DATA

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

5 unchanged sentences

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.

statements contained in this report, see Cautionary Note on Forward-Looking Statements.

our significant accounting policies are described in more detail in Note 1 to our financial statements, we believe the following accounting

33 unchanged sentences

– 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.

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.

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

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,

2 unchanged sentences

Development – The Company capitalizes internal vineyard development costs prior to the vineyard land becoming fully productive.

costs consist primarily of the costs of the vines and expenditures related to labor and materials to prepare the land and construct vine

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.

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.

29 unchanged sentences

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

approximately 3,177 shareholders of Common Stock which we believe represent an estimated 4,765 potential customers when considering joint

Additionally, the Company has made a significant investment in developing alternative wine brands, products, direct sales

methods, and locations.

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.

the Company will sell grapes or bulk wine, which primarily consist of inventory that does not meet Company standards or is in excess

of production targets.

However, this activity is not a significant part of the Companys activities.

Company sold approximately 191,619 and 187,371 cases of produced wine during the years ended December 31, 2023 and 2022, 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.

an increase of 4,248 cases, or 2.3% in the current year over the prior year.

The increase in case sales was the result of more direct

to consumer sales in 2023 when compared to 2022.

of Sales includes grape costs, whether purchased or grown at Company vineyards, crush costs, winemaking and processing costs, bottling,

3 unchanged sentences

December 31, 2023, wine inventory included 131,647 cases of bottled wine and 785,363 gallons of bulk wine in various stages of the aging

Case wine is expected to be sold over the next 12 to 24 months and generally before the release date of the next vintage.

Winery bottled 186,792 cases during the year ended December 31, 2022.

Cased 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 234,086 cases during the year ended December 31, 2023.

of Operations

compared to 2022

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.

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.

decrease was primarily driven by lower net income and higher preferred stock dividends.

Net loss was $1,198,593 and $646,492, for the years

ended December 31, 2023 and 2022, respectively, an increase of $552,101, or 85.4%, for the year ended December 31, 2023 over the prior

The primary reason for this increase was a higher gross profit from additional sales revenue, being more than offset by higher

operating expenses.

This was primarily related to higher tasting room expenses as a result of some locations being open for longer for

the year ended December 31, 2023, compared to the previous year.

Net loss applicable to common shareholders was $3,245,690

and $2,512,943, for the years ended December 31, 2023 and 2022, respectively, an increase of $732,747, or 29.2%, for the year ended December

31, 2023 over the prior year period.

This increase was primarily driven by a higher net loss and higher preferred stock dividends.

Company had net sales revenues of $39,136,114 and $33,934,081 for the years December 31, 2023 and 2022, respectively, an increase of

$5,202,033, or 15.3%, for the year ended December 31, 2023 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.

from direct sales of $4,786,730, or 30.4% in 2023 compared to 2022, and an increase in revenue from sales to distributors of $415,303

or 2.3% in 2023 compared to 2022.

Company has three primary sales channels:

1 unchanged sentence

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.

During 2023, revenues from retail sales increased 31.0%, revenues from in-state sales decreased 5.0%, and revenues from

out-of-state sales increased 6.1%, compared to 2022.

sales included $69,924 and $97,652 of bulk wine and grape sales in the years ended December 31, 2023 and 2022, respectively, and represented

1 unchanged sentence

revenues came from sales through distributors.

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:

following table sets forth certain information regarding the Companys revenue, excluding excise taxes, from the Winerys

operations for the twelve months ended December 31, 2023 and 2022:

In-state sales

6 unchanged sentences

The increase in retail sales revenues in 2023 compared to

2021 was mostly a result of increased revenues from the opening of four new retail locations during 2022.

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.

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,

2022 was mostly a result of increased revenues from new retail locations being open for longer during 2023.

Wine/miscellaneous sales revenues for the years ended December 31, 2023 and 2022 were $69,924 and $97,652, respectively, a decrease of

$27,728, or 28.4%, for the year ended December 31, 2023, over the prior year period.

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,

Management believes this decrease is related to reduced availability of product at the beginning of 2022.

sales revenues for the years ended December 31, 2023 and 2022 were $5,686,517 and $5,987,410, respectively, a decrease of $300,893, or

5.0%, for the year ended December 31, 2023 over the prior year period.

sales revenues for the years ended December 31, 2023 and 2022 were $13,131,363 and $12,374,881, respectively, an increase of $756,482,

Company pays alcohol excise taxes to both the OLCC and to the TTB.

4 unchanged sentences

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.

The Companys excise related taxes for the years ended

December 31, 2023 and 2022 were $431,714 and $312,103, respectively, an increase of $119,611, for the year ended December 31, 2023 over

the prior year period.

This increase was due primarily to a larger crop processed and the timing of removals in 2023.

of Sales was $16,578,986 and $15,119,985 for the years ended December 31, 2023 and 2022, respectively, an increase of $1,459,001, or

9.6%, for the year ended December 31, 2023, 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.

This change was primarily the result of increased sales and the

mix of sales between direct and distributors between the two periods.

profit was $22,557,128 and $18,814,096 for the years ended December 31, 2023 and 2022, respectively, an increase of $3,743,032 or 19.9%,

1 unchanged sentence

This increase was generally driven by an increase in sales revenues

partially offset by a higher cost of sales.

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

gross margin percentage was 57.6% and 55.4% for the years ended December 31, 2023 and 2022, respectively, an increase of 2.2 percentage

points, for the year ended December 31, 2023 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.

general and administrative expenses were $19,360,514 and $14,975,654 for the years ended December 31, 2022 and 2021, respectively,

This increase in the gross profit percentage was primarily the

result of higher direct sales prices and more sales coming from direct to consumer sales in 2023.

Selling, general and administrative expenses were

$23,764,330 and $19,360,514 for the years ended December 31, 2023 and 2022, respectively, an increase of $4,403,816, or 22.7%, for the

year ended December 31, 2023 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 newer locations being open for longer in 2023.

Loss from operations was $1,207,202 and $546,418 for

the years ended December 31, 2023 and 2022, respectively, an increase of $660,784, or 120.9%, for the year ended December 31, 2023 compared

to the prior year period.

This increase included higher depreciation costs of

$1,232,459 in 2023 mostly relating to the investment in new locations.

income was $27 and $5,496 for the years ended December 31, 2023 and 2022, respectively, a decrease of $5,469 for the year ended December

31, 2023 over the prior year.

Interest expense was $594,106 and $367,745 for the years ended December 31, 2023 and 2022, respectively,

an increase of $226,361, or 61.6%, for the year ended December 31, 2023 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.

(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.

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.

The increase in interest expense

was mainly due to the increase in average loan balances in 2023 compared to the previous year.

income, net, was $114,827 and $142,529 for the years ended December 31, 2023 and 2022, respectively, a decrease of $27,702, or 19.4%,

for the year ended December 31, 2023 over the prior year period.

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.

(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.

Provision for income tax benefit was $487,861 and

$119,646 for the years ended December 31, 2023 and 2022, respectively, an increase of $368,215, for the year ended December 31, 2023 over

the prior year period.

This increase in income tax benefit in 2023 compared to 2022 was primarily the result of a higher loss from operations

in 2023 and an increase in the effective tax rate in 2023.

Loss per common share after preferred dividends was

$0.65 and $0.51 for the years ended December 31, 2023 and 2022, respectively, an increase of $0.14, or 29.2%, for the year ended December

31, 2023 over the prior year period.

The primary reason for this increase was an increase in net loss and higher preferred stock dividends

in 2023 compared to 2022.

Company had cash balances of $238,482 at December 31, 2023, and $338,676 at December 31, 2022.

The Company had an outstanding line

of credit balance of $166,617 at December 31, 2022, and zero outstanding balance at December 31, 2021.

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.

The Company had an outstanding line of

credit balance of $2,684,982 at December 31, 2023, and $166,617 at December 31, 2022.

The Company had a bank overdraft of $393,416 at

December 31, 2023, and no overdraft at December 31, 2022.

2023, the Companys earnings before interest, taxes, depreciation, and amortization (EBITDA) increased 22.1% to $2,334,602

from $1,912,012 in 2022, primarily as a result of increased depreciation costs in 2023.

does not reflect the impact of a number of items that affect our net income (loss), including financing costs.

14 unchanged sentences

Flows set out in our financial statements included herein.

following table provides a reconciliation of net income (loss) (the most comparable GAAP measure) to EBITDA for the periods indicated:

following table provides a reconciliation of net loss (the most comparable GAAP measure) to EBITDA for the periods indicated:

Year Ended December 31,

Net Income (loss)

$ (1,198,593 )

Depreciation and amortization expense

1 unchanged sentence

Interest income

Income tax expense (benefit)

Income tax benefit

case sales for the years ended December 31, 2023 and 2022 and ending inventory amounts for the year ended December 31, 2023, are shown

10 unchanged sentences

54% of the Companys case sales during 2023 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.

Case sales of Pinot Gris

and Riesling follow with approximately 17% and 10% of case sales, respectively.

The Company sold approximately 191,619 and 187,371 cases

of Company-produced wine during the years ended December 31, 2023 and 2022, 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.

This represents an increase of approximately

4,248 cases, or 2.3%, 2023 compared to 2022.

The increase in case sales in 2023 compared to 2022 was the result of an increase in direct-to-consumer

Company has three primary sales channels:

direct-to-consumer sales, in-state sales to distributors, and out-of-state sales to

1) direct-to-consumer sales;

2) in-state sales to distributors;

and 3) 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.

These three sales channels represent 52.4%, 14.4% and 33.2%, of total revenue for the year ended December 31, 2023, respectively.

This compares to 46.4%, 17.5% and 36.1% of total revenue for the year ended December 31, 2022, respectively.

Miscellaneous and grape sales are included in direct-to-consumer sales.

Miscellaneous and grape

sales are included in direct-to-consumer sales.

Companys direct-to-consumer sales and national sales to distributors offer comparable products to customers and utilize similar

4 unchanged sentences

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

bottle approximately 330,000 cases of wine in 2023, and that sufficient stock is on hand to meet current demand levels until the 2023

vintage becomes available.

production volumes are within the current production capacity constraints of the Winery, when including storage capacity at the Tualatin

3 unchanged sentences

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.

and 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.

During 2023, the Company did not 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.

Management intends to fully utilize

the production capacity at the Estate Winery before expanding into the Tualatin Winery.

the 2023 and 2022 vintages, the Company grew approximately 42% and 66% of all grapes harvested, respectively.

13 unchanged sentences

The remaining amount is due in March of the following year.

are processed into wine, which is typically bottled and available for sale between five months and two years from date of harvest.

are processed into wine, which is typically bottled and available for sale between five months and two years from the date of harvest.

Company received $3,313,483 and $1,868,742 worth of grapes from long-term contracts during the years ended December 31, 2023 and 2022,

3 unchanged sentences

Total grapes payable was $2,446,233 and $1,208,673 as of December 31, 2023 and 2022, respectively.

payable includes $934,371 and $538,677 of grapes payable from long-term contracts as of December 31, 2022 and 2021, respectively.

grapes payable includes $1,357,649 and $934,371 of grapes payable from long-term contracts as of December 31, 2023 and 2022, respectively.

Company plans to address long-term grape supply needs by developing new vineyards on properties currently owned or secured by lease.

9 unchanged sentences

throughout 2023 including the accolades below.

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.

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.

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

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.

Enthusiast Magazine rated the 2019 Founders Reserve Pinot Noir with 90 points.

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.

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.

Enthusiast rated the Companys 2020 Riesling with 90 points & Best Buy, and in the Top 100 Best Buy Wines for 2022.

Fine Wine Challenge 2022 rated the companys 2018 Domaine Willamette Méthode Traditionnelle Brut 96 points & Double Gold

Suckling rated the Companys 2021 Estate Pinot Noir 91 points, Dijon Clone Chardonnay 91 points and the 2022 Pinot Gris 90 points.

Enthusiast Magazine rated the Companys 2021 Estate Pinot Noir 91 points, 2021 Dijon Clone Pinot Noir 90 points and 2021 Founders

Reserve Pinot Noir 90 points.

The Companys 2022 Whole Cluster Pinot Noir 90 points, 2022 White Pinot Noir 91 points, 2022 Maison

Bleue Voltigeur Viognier 90 points, 2020 Métis Red Blend 92 points and Cellar Selection.

International Wine Competition awarded the Companys 2022 Whole Cluster Rosé of Pinot Noir 94 points with a Gold Medal.

Magazines Best of the Northwest rated the Companys 2022 Pinot Blanc a Double Gold.

Fine Wine Challenge awarded the Companys 2019 Griffin Creek Cabernet Franc and 2019 Domaine Willamette Brut both Gold.

Company has historically experienced and expects to continue to experience seasonal fluctuations in its revenue and net income.

6 unchanged sentences

cash used in operating activities for the year ended December 31, 2023 was $1,998,850, which resulted primarily from a net loss in 2023

as well as increased inventory, income tax receivable and accounts receivable, being partially offset by increased depreciation and non-cash

lease expense.

as well as increased inventory and lease liabilities.

This was partially offset by increased depreciation, a reduction in accounts receivable

and an increase in grapes payable.

cash used in investing activities for the year ended December 31, 2023 was $4,726,970, which primarily consisted of cash used on construction

1 unchanged sentence

cash provided from financing activities for the year ended December 31, 2023 was $6,615,626, 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.

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

the issuance of Preferred Stock and an increase in the line of credit and long term debt, being partially offset by the payment of a

preferred stock dividend.

December of 2005, the Company entered into a revolving line of credit agreement with Umpqua Bank (the Credit Agreement)

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.

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.

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.

2023 the line of credit was renewed for an additional two years.

The Company had an outstanding line of credit balance

of $2,684,982 at December 31, 2023, at an interest rate of 8.0%, and an outstanding line of credit balance of $166,617 at December 31,

2022, at an interest rate of 6.5%.

As of December 31, 2023, the Company was out of compliance with

a debt covenant contained in the Credit Agreement.

The Company has received a waiver from Umqua Bank waiving this violation until the

next measurement date of December 31, 2024.

of December 31, 2023, the Company had a total long-term debt balance of $7,590,659 owed to AgWest, including the portion due in the next

year, exclusive of debt issuance costs of $105,989.

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 debt with AgWest was used to finance the Estate Hospitality Center and subsequent remodels,

invest in winery equipment to increase the Companys winemaking capacity, acquire new vineyard land for future development and

provide operating capital.

of December 31, 2023, the Company had an installment note payable of $1,100,735, due in quarterly payments of $42,534 through February

2 unchanged sentences

will be sufficient to meet the Companys foreseeable short and long-term operating needs.

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

Long-term debt

Notes payable

Line of credit

Grape payables

Operating leases

Total contractual obligations

Companys management does not believe inflation has had a material impact on the Companys revenues or income (loss) during

2022 or 2021.

Companys management does not believe inflation has had a material impact on the Companys revenues or loss during 2023 or

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity