US SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________________________
FORM 10-QSB
___________________________________________________________
Quarterly Report Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
For the Quarter Ended June 30, 2000
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)
___________________________________________________________
Indicate by check mark whether the registrant (1) has filed, all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 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
Number of shares of common stock outstanding as of June 30, 2000
4,253,431 shares, no par value
Transitional Small Business Disclosure Format
[ ] YES [X] NO
WILLAMETTE VALLEY VINEYARDS, INC.
INDEX TO FORM 10-Q
Part I - Financial Information
Item 1--Balance Sheet
Statement of Operations
Cash Flow
Notes to Consolidated Financial Statements
Item 2--Management's Discussion and Analysis of Financial Condition and
Results of Operations
Part II - Other Information
Item 6--Exhibits and Reports of Form 8-K
Signature
811709 WILLAMETTE VALLEY VINEYARDS, INC.
ITEM 1
Balance Sheet
June 30, December 31,
2000 1999
ASSETS
(unaudited) ____________
Current Assets:
Cash and cash equivalents $ 2,265 $ 219,041
Accounts receivable trade, net 587,066 429,495
Inventories 6,208,069 6,142,697
Prepaid expenses and other
Current assets 54,117 79,102
Deferred income taxes 100,798 100,798
_________ _________
Total current assets 6,952,315 6,971,133
Vineyard development cost, net 1,436,267 1,381,163
Property and equipment, net 6,105,440 6,402,023
Investments 4,974 4,974
Notes receivable 50,002 52,975
Debt issuance costs, net 63,298 72,107
Other assets 141,655 141,655
________ _________
Total assets $ 14,753,951 $ 15,026,030
LIABILITIES AND SHAREHOLDERS EQUITY
Current liabilities
Line of credit $ 2,400,584 $ 1,685,584
Current portion of long term debt 198,618 213,502
Accounts payable 644,289 960,479
Accrued commissions and payroll 97,743 126,375
Income tax payable 185 42,429
Grapes payable 402,696 827,843
________ ________
Total current liabilities 3,744,115 3,856,212
Long-term debt 3,484,654 3,583,007
Deferred Gain 486,978 508,054
Deferred income taxes 100,798 100,798
_________ ________
Total liabilities 7,816,545 8,048,071
Shareholders' equity
Common stock, no par value - 10,000,000
shares authorized, 4,237,481 shares issued
outstanding 6,815,972 6,815,972
Retained earnings 121,434 161,987
________ ________
Total shareholders' equity 6,937,406 6,977,959
Total liabilities and shareholders'
equity $ 14,753,951 $ 15,026,030
The accompanying notes are an integral part of this financial statement.
WILLAMETTE VALLEY VINEYARDS, INC.
Statement of Operations
(Unaudited)
Three months ended, Six months ended
June 30, June 30,
2000 1999 2000 1999
Net Revenues
Case Revenue $ 1,583,302 $ 1,230,405 $ 2,840,723 $ 2,346,641
Bulk Revenue - - - -
Total Revenue 1,583,302 1,230,405 2,840,723 2,346,641
Cost of Sales
Case 771,593 528,741 1,405,962 1,030,446
Bulk - - - -
Total Cost of Sales 771,593 528,741 1,405,962 1,030,446
Gross Margin 811,709 701,664 1,434,761 1,316,195
Selling, general and
administrative expense 649,049 678,432 1,241,372 1,324,441
Net operating income
(loss) 162,660 23,232 193,389 (8,246)
Other income (expense)
Interest income 961 2,480 1,922 4,506
Interest expense (130,359) (122,507) (249,535) (232,430)
Other income 6,655 833 13,671 1,022
Net income (loss) before
Income taxes 39,917 (95,962) (40,553) (235,148)
Income tax benefit - - - -
Net income (loss) 39,917 (95,962) (40,553) (235,148)
Retained earnings beginning of
period 81,517 115,033 161,987 254,219
Retained earnings end of
period 121,434 19,071 121,434 19,071
Basic gain (loss) per
common share .01 (.02) (.01) (.06)
Diluted gain (loss) per
common share .01 (.02) (.01) (.06)
Weighted average number of
basic common shares
outstanding 4,253,431 4,237,231 4,253,431 4,237,231
WILLAMETTE VALLEY VINEYARDS, INC.
Statement of Cash Flows
(unaudited)
Six Months Ended June 30,
2000 1999
.
Cash flows from operating activities:
Net loss $ (40,553) $ (242,589)
Reconciliation of net loss to net cash used
for operating activities:
Depreciation and amortization 376,599 361,948
Equity Change - 7,800
Changes in assets and liabilities:
Accounts receivable trade ,net (157,571) 133,933
Inventories (65,372) (478,214)
Prepaid expenses and other current 24,986 8,554
Grapes payable (425,147) (366,620)
Accounts payable (316,190) 322,604
Income Tax payable (42,244) -
Accrued commissions and payables (28,632) (31,042)
Net cash provided (used) by
operating activities (674,124) (283,626)
Cash Flow from investing activities
Construction expenditures and purchases
of equipment (50,217) (192,381)
Vineyard development expenditures (84,903) (72,730)
Cash received for investments - -
Notes receivable 2,973 (1,710)
Net cash used by investing activities (132,147) (266,821)
Cash Flows from financing activities:
Line of credit borrowings 715,000 600,000
Debt issuance cost 8,809 (969)
Deferred gain (21,077) -
Increase (decrease) in long term debt (113,237) (62,059)
Net cash provided by financing activities 589,495 536,972
Net increase (decrease) in cash and
cash equivalents (216,776) (13,475)
Cash and cash equivalents:
Beginning of period 219,041 149,401
End of period 2,265 135,926
The accompanying notes are an integral part of this financial statement.
WILLAMETTE VALLEY VINEYARDS, INC.
NOTES TO FINANCIAL STATEMENTS
(unaudited)
1) BASIS OF PRESENTATION
The interim financial statements have been prepared by the Company,
without audit and subject to year-end adjustment, in accordance with
generally accepted accounting principles, except that certain
information and footnote disclosures made in the latest annual report
have been condensed or omitted for the interim statements. Certain
costs are estimated for the full year and are allocated to interim
periods based on estimates of operating time expired, benefit received,
or activity associated with the interim period. The financial
statements reflect all adjustments which are, in the opinion of
management, necessary for fair presentation.
Forward Looking Statement:
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, successful
assimilation of Tualatin Vineyards Inc.'s business with that of the
Company 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 effected by general industry and market
conditions and growth rates, and general domestic economic conditions.
2) INVENTORIES BY MAJOR CLASSIFICATION ARE SUMMARIZED AS FOLLOWS:
June 30, December 31,
2000 1999
Winemaking and packaging materials $ 269,910 $ 276,571
Work-in-progress (costs relating
to unprocessed and/or bulk
wine products 2,642,210 2,463,709
Finished goods (bottled wines 3,295,949 3,402,417
and related products)
_________ __________
$ 6,208,069 $ 6,142,697
3) PROPERTY AND EQUIPMENT CONSIST OF THE FOLLOWING:
June 30, December 31,
2000 1999
Land and improvements $ 938,990 $ 938,990
Winery building and hospitality
center 4,534,385 4,527,573
Equipment 4,132,703 4,089,297
_________ _________
9,606,078 9,555,860
Less accumulated depreciation (3,500,638) (3,153,837)
_________ _________
$ 6,105,440 $ 6,402,023
Management's Discussion and Analysis of
Financial Condition and Results of Operation
RESULTS OF OPERATIONS
The Company's positive Second Quarter results stem from a combination of
the following:
- elimination of the two Sales Manager positions (West Coast and
East Coast) which reduced payroll, travel and entertainment
expenses. A portion of this sales effort was replaced by adding
lower cost, in-office sales administrative support. The CEO and
Winemaker are now traveling to the Company's distributors' trade
shows and making in-market sales presentations.
- increased sales focus resulting from stronger administrative staff
support.
- the introduction of the much anticipated '98 vintage of Pinot
Noir, the Company's flagship varietal. A sixty day introductory
period where the new vintage is offered at the current price
caused some distributors to make large purchases to obtain a
savings before the price increase became effective July 1 for the
new vintage.
-
- cost savings by hiring a Marketing Director to supervise retail
operations and expenditures. This change allowed the company to
internalize preparation of the majority of its marketing
materials, resulting in significant savings.
Management is uncertain about the negative effect the '98 vintage price
increase may have upon depletions from wholesale to retail. Through the
first six months depletions are ahead of the previous year for the same
period by 16%, where last year they were down 9% from the previous year.
The Company is experiencing increases in wholesaler to retailer
depletions with its flagship Pinot Noir and decreases with Chardonnay
and Pinot Gris. Management has been successful in finding institutional
buyers for the Pinot Gris which increased winery depletions but at lower
than standard margins.
Winery Operations
The Company's revenues from winery operations before the deduction of
excise taxes are summarized as follows:
Three Months ended Six Months ended
June 30, June 30,
2000 1999 2000 1999
Tasting Room Sales
and Rental Income $ 255,016 $ 226,785 $ 401,427 $ 377,282
On-site and off-site
festivals 76,443 85,920 209,489 200,335
In state sales 722,473 497,269 1,165,529 913,164
Out of state sales 587,385 451,238 1,165,419 908,857
Bulk wine/ Misc. sales - 12,754 6,280 29,719
Total Revenue $ 1,641,317 $ 1,273,966 $ 2,948,144 $ 2,429,357
Less Excise Taxes 58,015 43,561 107,421 82,716
Net Revenue $ 1,583,302 $ 1,230,405 $ 2,840,723 $ 2,346,641
Tasting Room sales and rental income for the three months ended June 30,
2000, increased 12% over the same period in 1999. For the first six
months of 2000, the sales increased 6% over the same period in 1999.
Retail sales in the tasting room increased in the second quarter of 2000
which helped bring the total revenue in the first six months of 2000
over last years total. The Company has hired a Preferred Customer
Representative who is solely responsible to contact and promote sale of
wine to valued customers who have made significant purchases in the
past.
On-site and off-site festival sales for the three months ended June 30,
2000 decreased 11% over the second quarter of 1999. For the first half
of 2000, sales in this category increased 5% over the same period in
1999. During the first half of 2000, the Company's revenue from its two
largest festivals increased over last year. In January 2000, the Company
held a successful Crab and Chowder Festival at its facility to pair its
wines with crab and local seafood. The Company also joined forces with a
local seafood restaurant to educate its customers on the pairing of wine
with popular seafood found at local restaurants. The result of festival
increased revenue for on-site festivals in January by $16,000. The other
largest event, Memorial Day Weekend, increased to $24,000 in 2000 from
$20,000 in 1999.
Sales in the state of Oregon, through the Company's independent sales
force, increased 45% in the three months ending June 30, 2000 over the
same period in 1999. For the first half of 2000, the sales increased
28% over the same period in 1999. The number of White Riesling cases
sold in the first half of 2000, increased significantly over the same
period in 1999. Also, sales in the Griffin Creek higher-priced and
higher-margin wines grew from $32,823 in the first six months of 1999 to
$90,728 in the first six months of 2000.
Out-of-state sales in the three months ending June 30, 2000, increased
30% over the same period in 1999. For the first half of 2000,out-of-
state sales increased 28% over the same period in 1999. In the month of
June 2000, the Company sold 1,897 cases of 1998 vintage Pinot Noir which
was one of its largest month in sales for this product in the history of
the winery. In June 2000, the Company offered its out-of-state
distributors a sixty day lower price for the 1998 vintage because the
Company raised the price of Pinot Noir over the 1997 vintage. This
resulted in a large buy-in by the distributors to beat the new price
increases.
Also in the first half of 2000, the Company made several large sales to
institutional buyers. One of these buyers purchased 3,328 cases of Pinot
Gris at a price below the Company's FOB standard price. This increased
the number of cases of Pinot Gris sold in the first quarter of 2000 over
1999. The Company also sold 926 cases of its 1997 Tualatin Estate
Riesling at a substantially lower margin. This wine had been moving
slowly due to the fact that it directly competed with the more popular
Willamette Valley brand of Riesling.
Excise taxes
The Company reports its excise taxes as a deduction of sales revenue to
equal net revenue (as shown on the Statement of Operations). The amount
for the first half of 2000 was $107,421. For the same period in 1999,
the excise taxes collected was $82,716.
Gross Margin
Winery Operations
As a percentage of revenue, gross margin for the winery operations
decreased to 51% for the quarter ending June 30, 2000 as compared to 57%
in the second quarter of 1999. For the first half of 2000, the gross
margin decreased to 51% as compared to 56% for the first half of 1999.
In the first six months of 2000, the Company sold a significant amount
of Pinot Gris and Tualatin Estate Riesling at a price lower than its
standard FOB price thus lowering the overall gross margin. The lower-
priced White Riesling also contributed to the lower margin in the first
six months of 2000 as compared to the same period in 1999.
Selling, General and Administrative Expense
Selling, general and administrative expenses decreased 4% to $649,049 in
the second quarter of 2000 from $678,432 in the second quarter of 1999.
For the first half of 2000, selling, general and administrative expenses
decreased 6% to $1,241,372 from $1,324,441 in the first half of 1999..
As a percentage of revenue from winery operations, selling, general and
administrative expenses decreased to 41% in the second quarter of 2000
from 55% in the second quarter of 1999. For the first half of 2000, as
a percentage of revenue from winery operations, selling, general and
administrative expenses decreased to 44% from 56% in the second quarter
of 1999.
The company experienced savings in its selling, general, and
administrative expenses in two significant categories. By the
elimination of its East and West Coast sales managers, the Company
reduces its related travel and entertainment cost in the first half of
2000 compared to the same six months period in 1999. The Company saved a
total of $53,000 in the first six months of 2000 over the same period in
1999. The other category was in the saving in the expenses arising from
on-site events held at the winery. By closing monitoring its revenues
verses expenses for each on-site event, the Company was able to reduce
its spending by $27,000 in the first six months of 2000 as compared to
the same six months in 1999.
Interest Income, Other Income and Expense
Interest income/other income increased to $7,616 for the second quarter
of 2000 from $3,313 for the second quarter of 1999. For the six months
of 2000, interest income/other income increased to $15,593 from $5,528
for the first half of 1999.
Interest expense increased to $130,359 in the second quarter of 2000
from $122,507 in 1999. For the first six months of 2000, interest
expense increased to $249,535 from $232,430 for the second half of 1999.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2000, the Company had a working capital balance of $3.2
million and a current ratio of 1.9:1. At December 31, 1999, the Company
had a working capital balance of $3.1 million and a current ratio of
1.8:1.
The Company had a cash balance of $2,265 at June 30, 2000.
At June 30, 2000, the line of credit balance was $2,400,584. On March
31, 1999, the Company obtained an increase in its line of credit from
Farm Credit Services. The Company increased the maximum amount that may
be borrowed under the line of credit to $2,500,000 from $2,000,000 to
meet the Company cash needs in 1999 until renewal in May 2000. In March
of 2000, Farm Credit Services has agreed to extend the Company's line of
credit until February 1, 2001. The interest rate will be 10% as compared
to the old base of 8.25%. The maximum amount that may be borrowed under
the line of credit was increased to $2,750,000 from $2,500,000 less
$50,000 commitment. The Company is subject to two borrowing deadlines.
If the balance on the line is greater than $2,273,000 on September 30,
2000, the lender will increase the rate by .5% to 10.5%. If the balance
on the line is greater than $2,292,000 on December 31, 2000, the
interest rate will be at 11%. If the Company meets these loan
requirements it will not be charged the additional interest rate. If the
balance on the line of credit is less than the amounts set forth above
on the applicable dates, the interest rate will remain at 10%.
As of June 30, 2000, the Company had a total long-term debt balance of
$3,484,654 owed with the majority owed to Farm Credit Services. This
debt was used to finance the Hospitality Center, invest in winery
equipment to increase the Company's winemaking capacity, complete the
storage facility, and purchase Tualatin Vineyards. At December 31, 1999,
the Company was in violation of one of its debt coverage covenants.
Farm Credit Services has temporarily released the Company from complying
with this one covenant. The covenants will be reviewed for compliance
at the end of the year.
In December 1999, the Company sold one partial of land and leased it
back from the purchaser. This result created a liability account called
deferred gain of $486,978. According to general accepted accounting
rules, this gain must be recognized over the life of the 20-year lease.
This allows the Company to record $6,350 as other income each quarter
for the duration of the 20-year lease.
At June 30, 2000, the Company owed $402,696 on grape contracts. A large
portion is owed to a grape grower, which will be paid as the wine is
sold.
At June 30, 2000, the Company has contracted or is in the final stage to
contract the purchase of approximately $1 million of grapes for its 2000
harvest.
PART II. OTHER INFORMATION
Other
Item 6 Exhibits and Reports on Form 8-K.
No exhibits or reports.
SIGNATURES
Pursuant to the requirements of the Security Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WILLAMETTE VALLEY VINEYARDS, INC.
Date: By /s/ James W Bernau
James W Bernau
President
Date: By /s/ John Moore
John Moore
Controller
SIGNATURES
Pursuant to the requirements of the Security Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date:
By James W Bernau
President
Date:
By John Moore
Controller
