UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________________________
FORM 10-QSB
___________________________________________________________
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the Quarterly Period Ended June 30, 2007
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
Commission File Number 0-21522
WILLAMETTE VALLEY VINEYARDS, INC.
(Exact name of registrant as specified in charter)
Oregon 93-0981021
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
___________________________________________________________
8800 Enchanted Way, S.E.
Turner, Oregon 97392
(503)-588-9463
(Address, including Zip code, and telephone number,
including area code, of registrant's principal executive offices)
___________________________________________________________
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
[X] YES [ ] NO
Indicate by checkmark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
[ ] YES [X] NO
Number of shares of common stock outstanding as of June 30, 2007:
4,806,102 shares, no par value
Transitional Small Business Disclosure
[ ] YES [X] NO
WILLAMETTE VALLEY VINEYARDS, INC.
INDEX TO FORM 10-QSB
Part I - Financial Information
Item 1 - Financial Statements
Balance Sheet
Statement of Operations
Statement of Cash Flows
Notes to Interim Unaudited Financial Statements
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Item 3 - Controls and Procedures
Part II - Other Information
Item 1 - Legal proceedings
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds
Item 3 - Default Upon Senior Securities
Item 4 - Submission of Matters to a Vote of Security Holders
Item 5 - Other Information
Item 6 - Exhibits
Signatures
Part 1 FINANCIAL INFORMATION
Item 1 FINANCIAL STATEMENTS
WILLAMETTE VALLEY VINEYARDS, INC.
Balance Sheet
June 30, December 31,
2007 2006
(unaudited)
ASSETS __________ __________
Current assets:
Cash and cash equivalents $ 1,577,221 $ 1,612,470
Accounts receivable trade, net 1,033,742 1,609,697
Inventories 6,592,444 6,751,927
Prepaid expenses and other
current assets 171,445 107,743
Prepaid income taxes 23,817 -
Deferred income taxes 107,000 107,000
__________ __________
Total current assets 9,505,669 10,188,837
Vineyard development cost, net 1,495,794 1,538,002
Property and equipment, net 3,835,031 3,985,680
Note receivable 250,000 -
Debt issuance costs, net 24,682 28,258
Other assets 58,901 57,667
__________ __________
Total assets $15,170,077 $15,798,444
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Current portion of long term debt $ 251,437 $ 251,437
Accounts payable 585,466 945,741
Accrued expenses 383,857 392,952
Income taxes payable - 305,608
Grapes payable 94,352 481,590
__________ __________
Total current liabilities 1,315,112 2,377,328
Long-term debt, less current portion 1,112,908 1,237,571
Deferred rent liability 207,443 190,951
Deferred gain 394,072 410,119
Deferred income taxes 242,000 242,000
__________ __________
Total liabilities 3,271,535 4,457,969
__________ __________
Shareholders' equity
Common stock, no par value - 10,000,000
shares authorized, 4,806,102 and 4,793,027
shares issued and outstanding at June 30,
2007 and December 31, 2006 7,994,456 7,935,829
Retained earnings 3,904,086 3,404,646
__________ __________
Total shareholders' equity 11,898,542 11,340,475
__________ __________
Total liabilities and shareholders'
equity $15,170,077 $15,798,444
========== ==========
The accompanying notes are an integral part of this financial statement.
WILLAMETTE VALLEY VINEYARDS, INC.
Statement of Operations
(unaudited)
Three months ended June 30, Six months ended June 30,
2007 2006 2007 2006
__________ __________ __________ __________
Net revenues
Case revenue $ 3,717,426 $ 3,426,838 $ 7,303,987 $ 7,121,014
Facility Lease 8,793 8,793 17,586 17,586
__________ __________ __________ __________
Total net revenues 3,726,219 3,435,631 7,321,573 7,138,600
Cost of sales
Case 1,999,942 1,779,274 3,896,173 3,730,693
Bulk 986 - 986 4,631
__________ __________ __________ __________
Total cost of sales 2,000,928 1,779,274 3,897,159 3,735,324
Gross profit 1,725,291 1,656,357 3,424,414 3,403,276
Selling, general and administrative
expenses 1,266,844 1,200,629 2,577,017 2,329,745
__________ __________ __________ __________
Net operating
income 458,447 455,728 847,397 1,073,531
Other income (expense)
Interest income 11,053 18,878 28,111 23,156
Interest expense (27,523) (42,597) (55,760) (86,083)
Other income - - 12,667 16,895
__________ __________ __________ __________
Net income before
income taxes 441,977 432,009 832,415 1,027,499
Income tax 176,800 172,803 332,975 410,999
__________ __________ __________ __________
Net income 265,177 259,206 499,440 616,500
Retained earnings beginning of
period 3,638,909 2,470,166 3,404,646 2,112,872
__________ __________ __________ __________
Retained earnings
end of period $3,904,086 $ 2,729,372 $ 3,904,086 $ 2,729,372
========== ========== ========== ==========
Basic earnings per
common share $ .06 $ .06 $ .10 $ .13
Diluted earnings per
common share $ .05 $ .05 $ .10 $ .13
Weighted average number of
basic common shares
outstanding 4,805,877 4,711,620 4,803,326 4,692,942
Weighted average number of
diluted common shares
outstanding 5,014,213 4,893,871 5,009,580 4,875,194
The accompanying notes are an integral part of this financial statement.
WILLAMETTE VALLEY VINEYARDS, INC.
Statement of Cash Flows
(unaudited)
Six months ended June 30,
2007 2006
__________ __________
Cash flows from operating activities:
Net income $ 499,440 $ 616,500
Reconciliation of net income to
net cash provided by (used in)
operating activities:
Depreciation and amortization 268,879 267,152
Bad Debt Expense 8,333 -
Stock based compensation expense 22,386 16,780
Changes in operating assets and
liabilities:
Accounts receivable trade 567,623 780,633
Inventories 159,483 861,193
Prepaid expenses and other
current assets (63,702) (36,965)
Prepaid income taxes (23,817) (89,514)
Other assets (1,234) 694
Accounts payable (360,275) (221,893)
Accrued expenses (9,096) (14,722)
Income taxes payable (305,608) (344,987)
Grape payables (387,238) (177,487)
Deferred rent liability 16,493 9,687
Deferred gain (16,047) (16,047)
__________ __________
Net cash provided by
operating activities 375,620 1,651,024
__________ __________
Cash flows from investing activities;
Additions to property and equipment (72,446) (135,458)
Vineyard development expenditures - (16,927)
__________ __________
Net cash used in investing activities (72,446) (152,385)
__________ __________
Cash flows from financing activities:
Proceeds from stock options exercised 36,240 202,644
Loan to grape producer (250,000) -
Repayments of long-term debt (124,663) (140,650)
__________ __________
Net cash provided by (used in)
financing activities (338,423) 61,994
__________ __________
Net increase (decrease) in cash and
cash equivalents (35,249) 1,560,633
Cash and cash equivalents:
Beginning of period 1,612,470 415,591
__________ __________
End of period $ 1,577,221 $ 1,976,224
========== ==========
The accompanying notes are an integral part of this financial statement.
NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
1) BASIS OF PRESENTATION
The accompanying unaudited financial statements as of June 30, 2007 and for
the three and six months ended June 30, 2007 and 2006, have been prepared in
conformity with accounting principles generally accepted in the United States
("GAAP"). The financial information as of December 31, 2006 is derived from
the audited financial statements presented in the Willamette Valley Vineyards,
Inc. (the "Company") Annual Report on Form 10-KSB for the year ended
December 31, 2006. Certain information or footnote disclosures normally
included in financial statements prepared in accordance with 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, 2006, as presented in the Company's Annual Report on
Form 10-KSB.
Operating results for the three and six months ended June 30, 2007 are not
necessarily indicative of the results that may be expected for the entire year
ending December 31, 2007, or any portion thereof.
The Company has a single operating segment consisting of the retail, in-state
self-distribution and out-of-state sales departments. These departments have
similar economic characteristics, offer comparable products to customers, and
utilize similar processes for production and distribution.
The Company entered into a lease agreement for approximately 60 acres of
vineyards and related equipment in 2007. The original term of the lease is
11 years through 2017, with four successive 5 year renewal options.
The Company loaned $250,000, at an 8.5% per annum interest rate, to a grape
grower for the sole purpose of making improvements to vineyards subject to
grape contracts with the Company. The loan will be repaid, including
principal and interest, through deductions from grape payments owed by the
Company to the grape grower through 2012. The loan is secured by, along with
other instruments, a Deed of Trust on the subject vineyard.
Basic earnings per share are computed based on the weighted-average number of
common shares outstanding each period. Diluted earnings per share are computed
using the weighted average number of shares of common stock and potentially
dilutive common shares outstanding during the year. Potentially dilutive
shares from stock options and other potentially dilutive shares are excluded
from the computation when their effect is anti-dilutive. 208,336 and 206,254
potentially dilutive shares are included in the computation of dilutive
earnings per share for the three months and six months ended June 30, 2007,
respectively. 182,251 potentially dilutive shares are included in the
computation of dilutive earnings per share for the three and six months ended
June 30, 2006.
2) STOCK BASED COMPENSATION
The Company has two stock option plans, the 1992 Stock Incentive Plan ("1992
Plan") and 2001 Stock Option Plan ("2001 Plan"). No additional grants may be
made under the 1992 Plan. The 2001 Plan, which was approved by the
shareholders, permits the grant of stock options and restricted stock awards
for up to 900,000 shares. All stock options have an exercise price that is
equal to the fair market value of the Company's stock on the date the options
were granted. Administration of the plan, including determination of the
number, term, and type of options to be granted, lies with the Board of
Directors or a duly authorized committee of the Board of Directors. Options
are generally granted based on employee performance with vesting periods
ranging from date of grant to seven years. The maximum term before expiration
for all grants is ten years.
The following table presents information related to the value of outstanding
stock options for the periods shown:
Quarter to date Year to date
June 30, 2007 June 30, 2007
_______________ _______________
Weighted Weighted
average average
exercise exercise
Shares price Shares price
Outstanding at beginning
of period 483,000 $ 3.96 495,000 $ 3.94
Granted - - - -
Exercised - - (12,000) $ 3.02
Forfeited - - - -
-------- --------
Outstanding at end
of Period 483,000 $ 3.96 483,000 $ 3.96
________ ________
The following table presents information on stock options outstanding for the
periods shown:
Quarter Ended Quarter Ended
June 30, 2007 June 30, 2006
__________________ __________________
Intrinsic value of options
exercised in the period - $ 408,375
Stock options fully vested and
expected to vest
Number 483,000 530,500
Weighted average exercise
Price $3.96 $ 3.82
Aggregate intrinsic value $1,444,846 $2,616,381
Weighted average contractual
term of options 6.37 years 7.11 years
Stock options vested and
Currently exercisable
Number 444,134
Weighted average exercise
Price $3.98
Aggregate intrinsic value $1,318,271
Weighted average contractual
term of options 6.26 years
At January 1, 2006, the Company began recognizing compensation expense for
stock options with the adoption of Statement of Financial Accounting Standards
("SFAS") No. 123 (Revised), "Share-Based Payment," ("SFAS 123R"). The fair
value of each stock option granted is estimated on the date of grant using the
Black-Scholes stock option valuation model. This model uses the assumptions
listed in the table below. Expected volatilities are based on implied
volatilities from the Company's stock, historical volatility of the Company's
stock, and other factors. Expected dividends are based on the Company's plan
not to pay dividends for the foreseeable future. The Company uses historical
data to estimate option exercises and employee terminations within the
valuation model. The risk-free rate for periods within the contractual life
of the option is based on the U.S. Treasury yield curve in effect at the time
of grant.
Black-Scholes assumptions
June 30, 2007
__________
Risk Free interest rates 4.26%
Expected dividend 0%
Expected lives, in years 5-10
Expected volatility 48.8%
The Company expenses stock options on a straight line basis over the options'
related vesting term. For the three months ended June 30, 2007 and 2006, the
Company recognized pretax compensation expense related to stock options of
$8,325 and $8,390, respectively; and for the six months ended June 30, 2007
and 2006, the Company recognized pretax compensation expense related to stock
options of $22,386 and $16,780, respectively.
There were no transactions related to stock option and warrant exercise during
the three months ended June 30, 2007.
3) INVENTORIES
The Company's inventories, by major classification, are summarized as follows,
as of the dates shown:
June 30, December 31,
2007 2006
(unaudited)
__________ __________
Winemaking and packaging materials $ 50,000 $ 142,737
Work-in-progress (costs relating
to unprocessed and/or bulk
wine products) 1,914,678 2,697,354
Finished goods (bottled wines 4,627,765 3,911,836
and related products) __________ __________
Current inventories $ 6,592,444 $ 6,751,927
========== ==========
4) PROPERTY AND EQUIPMENT
The Company's property and equipment consists of the following, as of the
dates shown:
June 30, December 31,
2007 2006
(unaudited)
__________ __________
Land and improvements $ 769,644 $ 769,644
Winery building and hospitality center 4,791,733 4,782,064
Equipment 4,071,800 4,009,023
__________ __________
9,633,177 9,560,731
Less accumulated depreciation (5,798,146) (5,575,051)
__________ __________
$ 3,835,031 $ 3,985,680
========== ==========
Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Forward Looking Statements
This Management's Discussion and Analysis of Financial Condition and Results
of Operation and other sections of this Form 10-QSB 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" 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, impact of governmental regulatory decisions,
and other risks detailed below as well as those discussed elsewhere in this
Form 10-QSB and from time to time in the Company's Securities and Exchange
Commission filings and reports. In addition, such statements could be
affected by general industry and market conditions and growth rates, and
general domestic economic conditions. The Company undertakes no obligation
to revise forward-looking statements to reflect events or changes after the
date of this discussion or to reflect the occurrence of unanticipated events.
Critical Accounting Policies
The foregoing discussion and analysis of our financial condition and results
of operations are based upon our financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these 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, we evaluate our estimates, including those related to revenue
recognition, collection of accounts receivable, valuation of inventories, and
amortization of vineyard development costs. We base our 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 our
critical accounting policies and related judgments and estimates that affect
the preparation of our financial statements is set forth in our Annual Report
on Form 10-KSB for the year ended December 31, 2006. Such policies were
unchanged during the three and six months ended June 30, 2007.
Overview
Continuing demand from out-of-state distributors for our Pinot Noir and Pinot
Gris, in excess of recent year's production levels, has drawn down the
inventory of those varieties to the point that income from those products is
now being significantly affected.
We again generated positive net income during the three and six months ended
June 30, 2007. Although we continue to have constraints on inventories of key
varietals produced which have been allocated to distributors to be shipped on
a scheduled basis over the calendar year, we have increased sales of other
producers products which have a lower profit margin. We have also seen an
increase in the costs for production.
Despite these inventory constraints, we generated $0.05 and $0.06 basic
earnings per share in the first and second quarter of 2007, respectively.
During the first three months of 2007, we paid down Current Liabilities by
over $1 million, resulting in current ratio of 6.8 to 1. This improved in
the second quarter of 2007 to 7.3 to 1.
We believe the proper steps are being taken to increase the production of high
quality wine inventories over time as vineyard plantings mature. In the first
quarter of 2007 we loaned one of our growers $250,000 to support additional
plantings during the first quarter. We continue to improve our internal
staffing and management systems in anticipation of these higher, future
volumes.
We entered a long-term lease for Elton Vineyards, a related party located in
the Eola Hills, to help address the inventory constraints. The vineyard
consists of 60 acres of mature grapevines of which approximately 42 acres are
Pinot Noir. Willamette Valley Vineyards has an initial 11 year lease with the
option to renew for 4 successive terms of 5 years each plus a first right of
refusal on the property's sale.
We continue partnering with the high quality, northwest fresh seafood
restaurant group, McCormick & Schmick's, or M&S, for a "Summer of Salmon"
campaign in all of the M&S restaurants nationwide where our Willamette Valley
Vineyards Pinot Noir and Pinot Gris will be paired with wild, seasonal salmon
entrees.
We continue to receive high marks for our Pinot Noir from national reviewers,
including a 90 point rating for our '05 Estate Pinot from Anthony Dias Blue,
as well as from Wine & Spirits Magazine. The newly released '06 Pinot Gris is
following in the tradition as being recognized as one of America's best by
earning 90 points from the Wine Enthusiast, 94 points from Epicurean-Traveler
and being named a winner of the Pacific Coast Oyster Wine Competition again
in 2007.
RESULTS OF OPERATIONS
Revenue
Our revenues from winery operations are summarized as follows:
Three months ended June 30, Six months ended June 30,
2007 2006 2007 2006
__________ __________ __________ __________
Tasting Room Sales and
Rental Income $ 517,080 $ 429,184 $ 962,544 $ 808,168
On-site and off-site
festivals 14,634 14,052 64,739 50,085
In-state sales 1,877,754 1,718,509 3,644,981 3,267,244
Out-of-state sales 1,420,283 1,351,703 2,829,140 3,175,469
Bulk wine/
Misc. sales 8,793 8,793 17,586 17,586
__________ __________ __________ __________
Total Revenue 3,838,544 3,522,241 7,518,990 7,318,552
Less Excise Taxes 112,325 86,610 197,417 179,952
__________ __________ __________ __________
Net Revenue $ 3,726,219 $ 3,435,631 $ 7,321,573 $ 7,138,600
Net revenues for the three and six months ended June 30, 2007 increased
$290,588 or 8.5% and $182,973 or 2.6%, respectively, over the corresponding
periods in the preceding year. This also represents an increase in net
revenues over the preceding three month period of 2007 of $130,865 or 3.6%.
Tasting room sales and rental income for the three and six months ended
June 30, 2007 increased $87,896, or 20.5% and $154,376 or 19.1%, compared to
the corresponding prior year periods. Tasting room sales increased during
the three and six months ended June 30, 2007 due primarily to increased
purchases in the tasting room and increased room rental revenues.
Sales in the state of Oregon, through our wholesale department, Bacchus Fine
Wines, increased $159,245, or 9.3%, and $377,737, or 11.6%, in the three and
six months ended June 30, 2007, respectively compared to the corresponding
prior year periods. In the three and six months ended June 30, 2007, our
direct in-state sales to its largest customer increased $48,739, or 30.4%, and
decreased $56,093, or 14.3%, respectively over the comparable prior year
periods. These increases are largely the result of the broader product lines
presented and increased product placements through the development of the
wholesale department's portfolio of brands produced by wineries outside of
Oregon.
Out-of-state sales in the three and six months ended June 30, 2007 increased
$68,580, or 5.1%, and decreased $346,328 or 10.9%, respectively, over the
comparable prior year period. The decreased sales are primarily the result of
inventory constraints.
Excise Taxes
Our excise taxes for the three and six months ended June 30, 2007 increased
25,715, or 29.7% and 17,465, or 9.7%, respectively compared to the
corresponding prior year period. This was due primarily to increased sales,
thereby increasing overall sales volumes and taxes calculated based on volume
during the three and six months ended June 30, 2007 and due to payments for
taxes calculated subsequent to an audit by the Alcohol and Tobacco Tax and
Trade Bureau ("TTB") during the period.
Gross Profit
As a percentage of net revenue, gross profit from winery operations was 46.3%
and 46.8% in the three and six months ended June 30, 2007, respectively, as
compared to 48.2% and 47.7% in the comparable prior year period. While we
continue to focus on improved distribution of higher margin products as well
as continuing our efforts to reduce grape and production costs, we anticipate
that our increased representation of brands other than our own through our
Oregon sales force and increases in cost of production will erode the gross
margins due to the lower margins associated with selling those brands. While
the gross margin may erode due to such representation, we do not anticipate
that our net income will materially decrease as a result of such
representation.
Selling, General and Administrative Expense
Selling, general and administrative expenses for the three and six months
ended June 30, 2007 increased $66,216, or 5.5% and 247,273, or 10.6%,
respectively, compared to the corresponding prior year periods. These
increases are due primarily to higher employee compensation costs as we
continue to add much needed staff and to improvements in our management
systems in anticipation of higher, future wine volumes, and non-recurring
repair costs related to deferred facility maintenance. As a percentage of
net revenue from winery operations, selling, general and administrative
expenses decreased to 34% for the three months ended June 30, 2007, and
increased to 35.2% six months ended June 30, 2007 as compared to 34.9% and
32.6%, respectively, for the comparable prior year periods.
Interest Income, Other Income and Expense
Interest income decreased $7,825, or 41.4% and increased $4,955 or 21.4% for
the three and six months ended June 30, 2007, respectively, compared to the
comparable prior year periods. Interest expense for the three and six months
ended June 30, 2007 decreased $15,074 or 35.4% and $30,323 or 35.2%, compared
to the corresponding prior year periods. Interest costs were lower primarily
due to less debt outstanding during the period.
Other income for the first quarter of 2007 was an interest rebate from Farm
Credit Services for interest paid on our long-term debt in 2006, of $12,667,
compared to $16,895 during the first quarter of 2006 that was received from
Farm Credit Services for interest paid on our long-term debt in 2005.
Income Taxes
Income tax expense was $176,800 and $332,975 for the three and six months
ended June 30, 2007, respectively, compared to $172,803 and 410,999 for the
prior year periods. Our estimated tax rate for the three months ended
June 30, 2007 and 2006 was 40 percent.
Net Income and Earnings per Share
As a result of the factors listed above, net income for the three and six
months ended June 30, 2007 was $265,177, or $0.05 per diluted share and
$499,440 or $0.10 per diluted share, respectively, compared to net income of
$259,206, or $0.05 per diluted share and $616,500 or $0.13 per diluted share,
in the comparable prior year period.
Liquidity and Capital Resources
At June 30, 2007, we had a working capital balance of $8.2 million and a
current ratio of 7.3:1. At December 31, 2006, we had a working capital
balance of $7.8 million and a current ratio of 4.3:1. We had a cash balance
of $1,577,221 at June 30, 2007, compared to a cash balance of $1,612,470 at
December 31, 2006. The decrease in cash was primarily due to our extension of
a note for $250,000 and payments for grapes, income taxes and accounts payable.
Total cash provided operating activities in the six months ended June 30, 2007
was $375,620 compared to cash provided by operating activities of $1,651,024
for the same period in the prior year. The decrease in cash provided
operating activities was primarily due to our payments for grapes, income
taxes and accounts payable in the six months ended June 30, 2007.
Total cash used in investing activities in the six months ended June 30, 2007
was $72,446, compared to $152,385 in the prior year period.
Total cash used in financing activities in the six months ended June 30, 2007
was $338,423, compared to $61,994 provided by financing activities in the
prior year period. Cash used in financing activities primarily consisted of
payments on our long term debt offset by stock option proceeds and loan to a
grape producer.
At June 30, 2007, the line of credit balance was $0, on a maximum borrowing
amount of $2,000,000. We have a loan agreement with Umpqua Bank that contains,
among other things, certain restrictive financial covenants with respect to
total equity, debt-to-equity and debt coverage that must be maintained by us
on a quarterly basis. As of June 30, 2007, we were in compliance with all of
the financial covenants.
As of June 30, 2007, we had a total long-term debt balance of $1,364,345,
including the portion due in the next year, owed to Farm Credit Services. The
debt with Farm Credit Services was used to finance our Hospitality Center,
invest in new winery equipment to increase the our winemaking capacity and
complete a larger storage facility.
At June 30, 2007, we owed $94,352 on grape contracts. This amount is
primarily owed to a single grape grower, which will be paid as the wine made
from those grapes is sold.
We believe that cash flow from operations and funds available under our
existing credit facilities will be sufficient to meet our foreseeable short
and long term needs.
Item 3
CONTROLS AND PROCEDURES
(1) Disclosure Controls and Procedures - We maintain disclosure controls
and procedures that are designed to ensure that information required to be
disclosed in our reports under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms, and that such
information is accumulated and communicated to management, including our
Chief Executive Officer, who is also acting as our principal financial
officer as appropriate, to allow timely decisions regarding required
disclosure. Our quarterly evaluation of disclosure controls and procedures
includes an evaluation of some components of our internal control over
financial reporting. Internal control over financial reporting is also
separately evaluated for purposes of providing management's report which is
set forth below in paragraph (2). In designing and evaluating the disclosure
controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, as they are
designed to do, and management necessarily was required to apply its judgment
in evaluating the cost-benefit relationship of possible controls and
procedures.
In connection with the preparation of this Quarterly Report on Form 10-QSB, as
of June 30, 2007, an evaluation was performed under the supervision and with
the participation of our management, including our Chief Executive Officer,
of the effectiveness of the design and operation of our disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange
Act). This evaluation identified a deficiency in our internal control over
financial reporting and is discussed below in Management's Report on Internal
Control over Financial Reporting. Based on this evaluation, our Chief
Executive Officer concluded that our disclosure controls and procedures were
effective as of June 30, 2007.
(2) Management's Report on Internal Control over Financial Reporting - Under
Section 13(b)(2) of the Exchange Act, we are required to access whether our
internal accounting controls are sufficient to meet applicable requirements
under federal securities laws. We have evaluated, with the participation of
our Chief Executive Officer, our internal control over financial reporting as
of June 30, 2007, as required under Section 13(b)(2) and the applicable
provisions of Rules 13a-15 and 15d-15. In performing our evaluation of
internal control over financial reporting, management used the criteria set
forth by the Committee of Sponsoring Organization ("COSO") of the Treadway
Commission in "Internal Control - Integrated Framework". Based on our
evaluation of our internal controls over financial reporting, we concluded
that, as of June 30, 2007, our internal control over financial reporting is
effective.
PART II. OTHER INFORMATION
Item 1. Legal proceedings.
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Default Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information
The Audit Committee of the Board of Directors has approved the following non-
audit services, which are being performed by Moss Adams, our independent
accountants, during the calendar year ending December 31, 2007:
Income tax advisory services related to: income tax returns
On June 27, 2007, the Department of the Treasury, Alcohol and Tobacco Tax and
Trade Board ("TTB") notified the Company of the results of its excise tax
audit. In this notification, the TTB asserted that the Company owed
$19,580 in additional excise tax covering the period between April 2004 and
December 2006. The Company had paid over $596,000 in excise tax during that
time period. The Company does not agree with a number of the TTB assertions
and intends to vigorously contest them. Even if the Company is not successful
in contesting those assertions management believes that the net amount of
excise tax owed would be $2,648, after netting out the amounts for credits
due the Company as determined by the TTB auditors. The Management believes it
has now paid all the taxes determined to be owed by the TTB as a result of
the audit. Additionally, management believes all changes in report filing,
inventory tabulation, tracking and reconciliation requested by the TTB auditors
are being implemented. In addition to the imposition of excise tax and
interest, the TTB has the authority to pursue adverse administrative action,
which could include the imposition of fines, offers in compromise, or
suspension of basic permits, to resolve what it deems willful violations of
federal alcohol laws. If the TTB were to successfully pursue an adverse
administrative action, such as a basic permit suspension, this may have a
material adverse effect on the Company's financial position and results of
operations. The situation is ongoing and the Company is not able to speculate
with any degree of reasonable certainty as to what the results will be.
Item 6. Exhibits
Exhibit No. Description
3.1 Articles of Incorporation of Willamette Valley Vineyards, Inc.
(incorporated by reference from the Company's Regulation A Offering Statement
on Form 1-A (Commission File No. 24S-2996)
3.2 Bylaws of Willamette Valley Vineyards, Inc. (incorporated by reference
from the Company's Regulation A Offering Statement on Form 1-A
(Commission File No. 24S-2996)
4.1 1992 Stock Incentive Plan (incorporated by reference to the Company's
Registration Statement on Form S-8 (Commission File No. 333-61181) filed
September 10, 2001)
4.2 Amendment dated July 21, 1996 (incorporated by reference to the
Company's Registration Statement on Form S-8 (Commission File No. 333-61181)
filed September 10, 2001)
4.3 Amendment dated July 25, 1998 (incorporated by reference to the
Company's Registration Statement on Form S-8 (Commission File No. 333-61181)
filed September 10, 2001)
4.4 Amendment dated April 15, 1999 (incorporated by reference to the
Company's Registration Statement on Form S-8 (Commission File No. 333-61181)
filed September 10, 2001)
4.5 Amendment dated July 25, 2000 (incorporated by reference to the
Company's Registration Statement on Form S-8 (Commission File No. 333-61181)
filed September 10, 2001)
4.6 Sample Incentive Stock Option Agreement (incorporated by reference to
the Company's Registration Statement on Form S-8 (Commission File
No. 333-61181) filed September 10, 2001)
4.7 Sample Nonqualified Stock Option Agreement (incorporated by reference
to the Company's Registration Statement on Form S-8 (Commission File
No. 333-61181) filed September 10, 2001)
31.1 Certification by James W. Bernau pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 1934
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Security Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WILLAMETTE VALLEY VINEYARDS, INC.
Date: August 14, 2007 By /s/ James W. Bernau
James W. Bernau
President
Chief Executive and Financial Officer