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WILLAMETTE VALLEY VINEYARDS INC

For the period ended Dec 31, 2024. Filed Mar 25, 2025.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Mar 25, 2025

WVVI$1.70-1.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2023-12-31; filed 2024-03-26.

0001199835-24-000132

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-K

Period ended 2024-12-31; filed 2025-03-25.

0001199835-25-000089

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 79 previous paragraphs and 82 current paragraphs.

35 unchanged; 33 reworded; 14 added; 11 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (14)

Current report

In-state sales revenues for the years ended December 31, 2024 and 2023 were $6,470,363 and $5,686,517, respectively, an increase of $783,846, or 13.8%, for the year ended December 31, 2024 over the prior year period.

Current report

Out-of-state sales revenues for the years ended December 31, 2024 and 2023 were $12,251,996 and $13,131,363, respectively, a decrease of $879,367, or 6.7%.

Current report

Cost of Sales was $15,586,986 and $16,578,986 for the years ended December 31, 2024 and 2023, respectively, a decrease of $992,000, or 6.0%, for the year ended December 31, 2024, over the prior year period. This change was primarily the result of a reduction in the volume of product sold and lower unit costs when compared to the prior year.

Current report

Gross profit was $24,195,456 and $22,557,128 for the years ended December 31, 2024 and 2023, respectively, an increase of $1,638,328 or 7.3%, for the year ended December 31, 2024 over the prior year period. This increase was primarily the result of higher prices being charged for products and a higher percentage of total sales coming from direct sales in 2024 compared to the prior year.

Current report

Selling, general and administrative expenses were $23,623,598 and $23,764,330 for the years ended December 31, 2024 and 2023, respectively, a decrease of $140,732, or 0.6%, for the year ended December 31, 2024 over the prior year period. This decrease was primarily as a result of lower labor selling costs in 2024.

Current report

Income(loss) from operations was $571,858 and $(1,207,202) for the years ended December 31, 2024 and 2023, respectively, an increase of $1,779,060, or 147.4%, for the year ended December 31, 2024 compared to the prior year period. This increase was primarily the result of a higher gross profit and lower labor operating expenses in 2024.

Current report

The tasting room at the Company’s Estate Winery in the Salem Hills, Oregon was awarded the Best Wine Tasting Room in the country by USA Today in their 10 Best Readers’ Choice Awards. The Company was also awarded the #2 Best Wine Club in the nation by USA Today.

Current report

The Company’s Willamette Valley Vineyards 2021 Elton Pinot Noir received a 93 score, the 2022 Reisling scored 92 points, 2022 Estate Pinot Noir scored 91 points, 2022 Dijon Clone Chardonnay scored 90 points, 2022 Riesling scored 92 points and the 2022 Whole Cluster Pinot Noir scored 90 points from the International Wine Report.

Current report

The International Wine Report also scored the 2019 Pambrun Chrysologue at 93 points, 2021 Domaine Willamette Brut scored 92 points, 2022 Maison Bleue Voltigeur Viognier 92 points and 2021 Maison Bleue Frontière Syrah 91 points.

Current report

The Company’s 2021 Bernau Block Pinot Noir received a score of 95 from Beverage Dynamics.

Current report

Wine Enthusiast Magazine awarded the Company’s Willamette Valley Vineyards 2021 Bernau Block Pinot Noir 93 points, and the 2022 Dijon Clone Chardonnay was also awarded 91 points.

Current report

Sunset International Wine Competition awarded Gold and 93 points to 2022 Estate Chardonnay, 2022 White Pinot Noir was also awarded Gold/Best of Class and 90 points.

Current report

Owen Bargreen rated the Company’s 2020 Domaine Willamette Méthode Traditionnelle Brut Rosé, 2022 Tualatin Estate Chardonnay, 2021 Mètis Red Blend and 2022 Dry Riesling all 92 points. Bargreen also scored the 2022 Dry Gewürztraminer at 91 points and the 2023 Pinot Blanc and 2022 Tualatin Estate White Pinot Noir 92 points.
Removed paragraphs (11)

Previous report

Bulk 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.

Previous report

In-state 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.

Previous report

Out-of-state 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, or 6.1%.

Previous report

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

Previous report

Gross 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%, for the year ended December 31, 2023 over the prior year period. This increase was generally driven by an increase in sales revenues in 2023.

Previous report

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.

Previous report

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.

Previous report

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. The Company’s 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.

Previous report

Sunset International Wine Competition awarded the Company’s 2022 Whole Cluster Rosé of Pinot Noir 94 points with a Gold Medal.

Previous report

Sip Magazine’s Best of the Northwest rated the Company’s 2022 Pinot Blanc a Double Gold.

Previous report

Global Fine Wine Challenge awarded the Company’s 2019 Griffin Creek Cabernet Franc and 2019 Domaine Willamette Brut both Gold.
Reworded paragraphs (33)

Previous wording

Revenue– The Company’s 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 Company’s 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 Company’s 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.

Current wording

Revenue– The Company’s 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 Company’s 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 Company’s 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 or is ready for the scheduled pickup.

Previous wording

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 Company’s 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 11,541 wine club memberships for the year ended December 31, 2023, a net increase of 1,540 when compared to 2022. Additionally, the Company’s Preferred Stock sales since August 2015 have resulted in approximately 14,385 preferred stockholders, many of which the Company believes are wine enthusiasts. When considering joint ownership, we believe these new shareholders represent approximately 21,577 potential customers of the Company. The Company also has approximately 3,177 shareholders of Common Stock which we believe represent an estimated 4,765 potential customers when considering joint ownership. Additionally, the Company has made a significant investment in developing alternative wine brands, products, direct sales methods, and locations.

Current wording

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 Company’s 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 11,183 wine club memberships for the year ended December 31, 2024, a net decrease of 358 when compared to 2023. Additionally, the Company’s Preferred Stock sales since August 2015 have resulted in approximately 14,715 preferred stockholders, many of which the Company believes are wine enthusiasts. When considering joint ownership, we believe these new shareholders represent approximately 22,072 potential customers of the Company. The Company also has approximately 3,249 shareholders of Common Stock which we believe represent an estimated 4,873 potential customers when considering joint ownership. Additionally, the Company has made a significant investment in developing alternative wine brands, products, direct sales methods, and locations.

Previous wording

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

Current wording

The Company sold approximately 186,419 and 191,619 cases of produced wine during the years ended December 31, 2024 and 2023, respectively, a decrease of 5,200 cases, or 2.7% in the current year over the prior year. The decrease in case sales was the result of lower sales to wholesalers in 2024 when compared to 2023.

Previous wording

At 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 process. 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.

Current wording

At December 31, 2024, wine inventory included 204,438 cases of bottled wine and 736,396 gallons of bulk wine in various stages of the aging process. 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 253,974 cases during the year ended December 31, 2024.

Previous wording

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 year period. 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.

Current wording

Net loss was $117,894 and $1,198,593, for the years ended December 31, 2024 and 2023, respectively, a decrease of $1,080,699, or 90.2%, for the year ended December 31, 2024 over the prior year period. The primary reason for this decrease was a higher gross profit from additional sales revenue at higher margins in the current year being partially offset by higher interest expense in 2024 compared to the previous year.

Previous wording

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.

Current wording

Net loss applicable to common shareholders was $2,370,835 and $3,245,690, for the years ended December 31, 2024 and 2023, respectively, a decrease of $874,855, or 27.0%, for the year ended December 31, 2024 over the prior year period. This decrease was primarily driven by a lower net loss, being partially offset by higher preferred stock dividends.

Previous wording

The 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 $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.

Current wording

The Company had net sales revenues of $39,782,442 and $39,136,114 for the years December 31, 2024 and 2023, respectively, an increase of $646,328, or 1.7%, for the year ended December 31, 2024 over the prior year period primarily as a result of an increase in revenue from direct sales, net of excise taxes, of $736,057, or 3.6% in 2024 compared to 2023, being partially offset by a decrease in revenue from sales to distributors of $89,729 or 0.5% in 2024 compared to 2023.

Previous wording

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 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.

Current wording

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 2024, revenues from retail sales increased 3.8%, revenues from in-state sales increased 13.8%, and revenues from out-of-state sales decreased 6.7%, compared to 2023.

Previous wording

Direct 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 approximately 52.4% and 46.4% of the Company’s total revenue for 2023 and 2022, respectively, while the Company’s remaining revenues came from sales through distributors.

Current wording

Direct sales included $0 and $69,924 of bulk wine and grape sales in the years ended December 31, 2024 and 2023, respectively, and represented approximately 53.4% and 52.4% of the Company’s total revenue for 2024 and 2023, respectively, while the Company’s remaining revenues came from sales through distributors.

Previous wording

Retail sales revenues for the years ended December 31, 2023 and 2022 were $20,680,024 and $15,786,241 respectively, an increase of $4,893,783, or 31.0%, for the year ended December 31, 2023 over the prior year period. The increase in retail sales revenues in 2023 compared to 2022 was mostly a result of increased revenues from new retail locations being open for longer during 2023.

Current wording

Retail sales revenues for the years ended December 31, 2024 and 2023 were $21,465,475 and $20,680,024 respectively, an increase of $785,451, or 3.8%, for the year ended December 31, 2024 over the prior year period. The increase in retail sales revenues in 2024 compared to 2023 was mostly a result of increased revenues from a new retail location being open for longer during 2024.

Previous wording

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 Company’s 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 Company’s 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.

Current wording

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 Company’s warehouse on a per gallon basis. The Company also pays taxes on its grape harvest on a per ton basis to the OLCC for the Oregon Wine Board. The Company’s excise related taxes for the years ended December 31, 2024 and 2023 were $405,392 and $431,714, respectively, a decrease of $26,322, for the year ended December 31, 2024 over the prior year period. This decrease was due primarily to the timing of removals in 2024.

Previous wording

The 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 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.

Current wording

The gross margin percentage was 60.8% and 57.6% for the years ended December 31, 2024 and 2023, respectively, an increase of 3.2 percentage points, for the year ended December 31, 2024 over the prior year period. 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 2024.

Previous wording

Interest 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. The increase in interest expense was mainly due to the increase in average loan balances in 2023 compared to the previous year.

Current wording

Interest expense, net was $1,016,180 and $594,079 for the years ended December 31, 2024 and 2023, respectively, an increase of $422,101, or 71.1%, for the year ended December 31, 2024 over the prior year period. The increase in interest expense was mainly due to the increase in average loan balances in 2024 compared to the previous year.

Previous wording

Other 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.

Current wording

Other income, net, was $99,629 and $114,827 for the years ended December 31, 2024 and 2023, respectively, a decrease of $15,198, or 13.2%, for the year ended December 31, 2024 over the prior year period.

Previous wording

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.

Current wording

Provision for income tax benefit was $226,799 and $487,861 for the years ended December 31, 2024 and 2023, respectively, a decrease of $261,062, or 53.5%, for the year ended December 31, 2024 over the prior year period. This decrease in income tax benefit in 2024 compared to 2023 was primarily the result of a higher income from operations in 2024 compared to 2023 along with the impact of a change in the tax rate related to amended returns to claim the credit for employer social security and medicare taxes paid on certain employee tips.

Previous wording

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.

Current wording

Loss per common share after preferred dividends was $0.48 and $0.65 for the years ended December 31, 2024 and 2023, respectively, a decrease of $0.17, or 26.0%, for the year ended December 31, 2024 over the prior year period. The primary reason for this decrease was a lower net loss partially offset by higher preferred stock dividends in 2024 compared to 2023.

Previous wording

The 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 $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.

Current wording

The Company had cash balances of $320,883 at December 31, 2024, and $238,482 at December 31, 2023. The Company had an outstanding line of credit balance of $2,405,815 at December 31, 2024, and $2,684,982 at December 31, 2023. The Company had a bank overdraft of $473,016 at December 31, 2024, and $393,416 at December 31, 2023.

Previous wording

In 2023, the Company’s 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.

Current wording

In 2024, the Company’s earnings before interest, taxes, depreciation, and amortization (“EBITDA”) increased 71.1% to $3,995,135 from $2,334,629 in 2023, primarily as a result of a lower net loss in 2024.

Previous wording

Approximately 54% of the Company’s case sales during 2023 were of the Company’s flagship varietal, Pinot Noir. 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 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 case sales.

Current wording

Approximately 59% of the Company’s case sales during 2024 were of the Company’s flagship varietal, Pinot Noir. Case sales of Pinot Gris and Riesling follow with approximately 16% and 7% of case sales, respectively. The Company sold approximately 186,419 and 191,619 cases of Company-produced wine during the years ended December 31, 2024 and 2023, respectively. This represents a decrease of approximately 5,200 cases, or 2.7%, 2024 compared to 2023. The decrease in case sales in 2024 compared to 2023 was the result of a decrease in sales to distributors.

Previous wording

The Company has three primary sales channels: 1) direct-to-consumer sales; 2) in-state sales to distributors; and 3) out-of-state sales to distributors. 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.

Current wording

The Company has three primary sales channels: 1) direct-to-consumer sales; 2) in-state sales to distributors; and 3) out-of-state sales to distributors. These three sales channels represent 53.4%, 16.1% and 30.5%, of total revenue for the year ended December 31, 2024, respectively. This compares to 52.4%, 14.4% and 33.2% of total revenue for the year ended December 31, 2023, respectively. Miscellaneous and grape sales are included in direct-to-consumer sales.

Previous wording

The Company had 131,647 cases of bottled wine on-hand at the end of 2023. Management believes sufficient bulk wine inventory is on-hand to 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.

Current wording

The Company had 204,438 cases of bottled wine on-hand at the end of 2024. Management believes sufficient bulk wine inventory is on-hand to bottle approximately 310,000 cases of wine in 2025, and that sufficient stock is on hand to meet current demand levels until the 2024 vintage becomes available.

Previous wording

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 2023, 234,086 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 and temporary storage. Management continues to invest in new production technologies intended to increase the efficiency and quality of wine production. 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.

Current wording

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 2024, 253,974 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 and temporary storage. Management continues to invest in new production technologies intended to increase the efficiency and quality of wine production. 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.

Previous wording

For the 2023 and 2022 vintages, the Company grew approximately 42% and 66% of all grapes harvested, respectively. The remaining grapes harvested were purchased from other growers. In 2023 and 2022, 18% and 8% of grapes harvested were purchased under short-term contracts, and 40% and 26% 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.

Current wording

For the 2024 and 2023 vintages, the Company grew approximately 60% and 42% of all grapes harvested, respectively. The remaining grapes harvested were purchased from other growers. In 2024 and 2023, 11% and 18% of grapes harvested were purchased under short-term contracts, and 29% and 40% 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.

Previous wording

The 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, respectively. The Company received $1,941,572 and $639,677 worth of grapes from short-term contracts during the years ended December 31, 2023 and 2022, respectively. Total grapes payable was $2,446,233 and $1,208,673 as of December 31, 2023 and 2022, respectively. Total grapes payable includes $1,357,649 and $934,371 of grapes payable from long-term contracts as of December 31, 2023 and 2022, respectively.

Current wording

The Company received $2,275,162 and $3,313,483 worth of grapes from long-term contracts during the years ended December 31, 2024 and 2023, respectively. The Company received $681,705 and $1,941,572 worth of grapes from short-term contracts during the years ended December 31, 2024 and 2023, respectively. Total grapes payable was $1,519,087 and $2,446,233 as of December 31, 2024 and 2023, respectively. Total grapes payable includes $1,023,171 and $1,357,649 of grapes payable from long-term contracts as of December 31, 2024 and 2023, respectively.

Previous wording

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 53 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 213 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.

Current wording

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 54 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 212 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.

Previous wording

James Suckling rated the Company’s 2021 Estate Pinot Noir 91 points, Dijon Clone Chardonnay 91 points and the 2022 Pinot Gris 90 points.

Current wording

James Suckling rated the Company’s 2021 Elton Pinot Noir 92 points and the 2021 Signature Cuvée Pinot Noir 91 points. He also rated the Company’s 2021 Estate Pinot Noir 91 points, Dijon Clone Chardonnay 91 points,2021 Elton Chardonnay 91 pointsand the 2022 Pinot Gris 90 points.

Previous wording

At December 31, 2023, the Company had a working capital balance of $18.4 million and a current ratio of 2.33:1. The Company had cash balances of $238,482, at December 31, 2023.

Current wording

At December 31, 2024, the Company had a working capital balance of $23.9 million and a current ratio of 2.84:1. The Company had cash balances of $320,883, at December 31, 2024.

Previous wording

Total 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 and lease liabilities. This was partially offset by increased depreciation, a reduction in accounts receivable and an increase in grapes payable.

Current wording

Total cash used in operating activities for the year ended December 31, 2024 was $3,237,743, which resulted primarily from a net loss in 2024 as well as increased inventory and lower grapes payable. This was partially offset by depreciation, and an increase in accrued expenses.

Previous wording

Total cash used in investing activities for the year ended December 31, 2023 was $4,726,970, which primarily consisted of cash used on construction activity and vineyard development costs.

Current wording

Total cash used in investing activities for the year ended December 31, 2024 was $2,089,705, which primarily consisted of cash used on land purchase, property development and vineyard development costs.

Previous wording

Total 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 the line of credit and long term debt, being partially offset by the payment of a preferred stock dividend.

Current wording

Total cash provided from financing activities for the year ended December 31, 2024 was $5,409,849, which primarily consisted of proceeds from long term debt, being partially offset by the payment of a preferred stock dividend and payments on long term debt.

Previous wording

In 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. In July 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.

Current wording

In 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. In July 2023 the line of credit was renewed for an additional two years. The Company had an outstanding line of credit balance of $2,405,815 at December 31, 2024, at an interest rate of 7.0%, and an outstanding line of credit balance of $2,684,982 at December 31, 2023, at an interest rate of 8.0%.

Previous wording

As 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 Company’s winemaking capacity, acquire new vineyard land for future development and provide operating capital.

Current wording

As of December 31, 2024, the Company had a total long-term debt balance of $14,042,910 owed to AgWest, including the portion due in the next year, exclusive of debt issuance costs of $178,908. As of December 31, 2023, the Company had a total long-term debt balance of $7,590,659, exclusive of debt issuance costs of $105,989. The debt with AgWest was used to finance the Estate Hospitality Center and subsequent remodels, invest in winery equipment to increase the Company’s winemaking capacity, acquire new vineyard land for future development and finance new tasting room locations.

Previous wording

As of December 31, 2023, the Company had an installment note payable of $1,100,735, due in quarterly payments of $42,534 through February 2032, associated with the purchase of property in the Dundee Hills AVA.

Current wording

As of December 31, 2024, the Company had an installment note payable of $995,968, due in quarterly payments of $42,534 through February 2032, associated with the purchase of property in the Dundee Hills AVA.