What changed in this filing

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Item 1A. Risk Factors

2025-03-25 compared with 2024-03-26 · 40 added, 41 removed, 266 unchanged (23% of the section changed)

66 unchanged sentences

Companys cash flow from operations historically has not been sufficient to provide all funds necessary for the Companys

The Company has entered into a line of credit agreement to provide such funds and entered into term loan arrangements.

is no assurance that the Company will be able to comply with all conditions under its credit facilities in the future or that the amount

available under its line of credit facility or capital raises will be adequate for the Companys future needs.

Failure to comply

with all conditions of the credit facilities, or to have sufficient funds for operations could adversely affect the Companys results

of operations and stockholder value.

The Company has entered into two line of credit agreements to provide such funds and entered into term loan arrangements.

There is no assurance that the Company will be able to comply with all conditions under its credit facilities in the future or that the

amount available under its line of credit facility or capital raises will be adequate for the Companys future needs.

comply with all conditions of the credit facilities, or to have sufficient funds for operations could adversely affect the Companys

results of operations and stockholder value.

of December 31, 2024, the Companys outstanding long-term debt was approximately $14.0 million, with $2.4 million drawn under its

14 unchanged sentences

the Companys independent distributors, many of which carry extensive brand portfolios.

One result of this intense competition

has been upward pressure on the Companys selling and promotional expenses.

In addition, the wine industry has experienced significant

consolidation.

Many of the Companys competitors have greater financial, technical, marketing, and public relations resources than

the Company does.

In particular, wine production in the United States is dominated by large California wineries that have significantly

greater resources than the Company.

Additionally, greater worldwide label recognition and larger production levels give many of the Companys

competitors certain unit cost advantages.

Company sales may be harmed to the extent it is not able to compete successfully against such

wine or alternative beverage producers costs.

There can be no assurance that in the future the Company will be able to successfully

compete with its current competitors or that it will not face greater competition from other wineries and beverage manufacturers.

In addition, the wine industry has experienced

significant consolidation.

Many of the Companys competitors have greater financial, technical, marketing, and public relations

resources than the Company does.

In particular, wine production in the United States is dominated by large California wineries that have

significantly greater resources than the Company.

Additionally, greater worldwide label recognition and larger production levels give

many of the Companys competitors certain unit cost advantages.

Company sales may be harmed to the extent it is not able to compete

successfully against such wine or alternative beverage producers costs.

There can be no assurance that in the future the Company

will be able to successfully compete with its current competitors or that it will not face greater competition from other wineries and

beverage manufacturers.

Willamette Valley AVA value may be eroded by out of state competition who use it inappropriately or as fanciful marketing

grape growing regions in the United States are divided into AVA) by the United States Department of the Treasurys TTB, based on

distinguishable geographic features.

The Oregon wine industry has historically embraced higher standards for wine production than those

established by the federal government and other states.

As a result, wines from Oregon AVAs, and specifically the Willamette Valley

AVA, have achieved recognition for their quality when compared against other wines in their class.

As a result, these Oregon wines are

often sold at a higher price point than wines not produced in Oregon.

Because of this recognition, out of state competitors have inappropriately

used Oregon AVAs on bottles and packaging, claiming its use as fanciful marketing.

Such use, inappropriate or otherwise, could have a

dilutive effect on the prestige of Oregon AVAs and ultimately the prices that can be charged for wines from Oregon AVAs as a result of

reduced competitor quality and/or pricing.

grape growing regions in the United States are divided into AVAs by the United States Department of the Treasurys TTB,

based on distinguishable geographic features.

The Oregon wine industry has historically embraced higher standards for wine production

than those established by the federal government and other states.

As a result, wines from Oregon AVAs, and specifically the Willamette

Valley AVA, have achieved recognition for their quality when compared against other wines in their class.

As a result, these Oregon wines

are often sold at a higher price point than wines not produced in Oregon.

Because of this recognition, out of state competitors have

inappropriately used Oregon AVAs on bottles and packaging, claiming its use as fanciful marketing.

Such use, inappropriate or otherwise,

could have a dilutive effect on the prestige of Oregon AVAs and ultimately the prices that can be charged for wines from Oregon AVAs

as a result of reduced competitor quality and/or pricing.

Company competes for shelf space in retail stores and for marketing focus by its independent distributors, most of whom carry extensive

23 unchanged sentences

on any unauthorized use as a wine brand.

We consider our trademarks to be of considerable value and importance to our business, and if

we fail to protect our trademarks, we may be unable to successfully market our products and compete effectively.

in quantity and quality of grape supply could adversely affect the Company

35 unchanged sentences

in future economic conditions.

Changes in consumer spending in these and other regions can affect both the quantity and the price of

wines that customers are willing to purchase at restaurants or through retail outlets.

Reduced consumer confidence and spending may result

in reduced demand for the Companys products, limitations on the Companys ability to increase prices and increased levels

of selling and promotional expenses.

This, in turn, may have a considerable negative impact upon the Companys sales and profit

Changes in consumer spending can affect both the quantity and the price of wines that customers are willing

to purchase at restaurants or through retail outlets.

Reduced consumer confidence and spending may result in reduced demand for the Companys

products, limitations on the Companys ability to increase prices and increased levels of selling and promotional expenses.

in turn, may have a considerable negative impact upon the Companys sales and profit margins.

regulation and/or taxation could adversely affect the Company

20 unchanged sentences

Because the average active

trading volume is thin, there is less opportunity for shareholders to sell their shares of the Companys common stock on the open

market, resulting in the common stock being less liquid than common stock in other publicly traded companies.

trading volume is thin, there is less opportunity for shareholders to sell their shares of Common Stock on the open market, resulting

in the common stock being less liquid than Common Stock in other publicly traded companies.

Company may face liabilities associated with the offer and sale of its Preferred Stock.

97 unchanged sentences

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 1A. Risk Factors