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 September 30, 1996
Commission File Number 0-25986
WILLAMETTE VALLEY, INC.
Microbreweries across America
(Exact name of registrant as specified in charter)
Oregon 93-1131247
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
________________________________
66 SE Morrison Street
Portland, OR 97214
(503) 231-7616
(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
Transitional Small Business Issuer Disclosure Format:
[ ] YES [ X] NO
Number of shares of common stock outstanding as of
September 30, 1996 4,850,796 shares, $.01 par value
WILLAMETTE VALLEY, INC.
Microbreweries across America
INDEX TO FORM 10-Q
Part I - Financial Information
Item 1 -- Financial Statements
Consolidated Balance Sheet - September 30, 1996 and
December 31, 1995. . . . . . . . . . . . . . . . . . . 3
Consolidated Statement of Operations - Three Months
and Nine Months Ended September 30, 1996 and 1995 . . 4
Consolidated Statement of Cash Flows - Nine Months
Ended September 30, 1996 and 1995 . . . . . . . . . . 5
Notes to Consolidated Financial Statements . . . . . . 6
Item 2 -- Management's Discussion and Analysis of
Financial Condition and Results
of Operations. . . . . . . . . . . . . . . . 9
Part II - Other Information
Item 6 -- Exhibits and Reports on Form 8-K . . . . . . 11
Signatures . . . . . . . . . . . . . . . . . . . . . . 12
WILLAMETTE VALLEY, INC.
Microbreweries Across America
(A Development Stage Company)
Consolidated Balance Sheet
September 30,
1996 December 31,
ASSETS (unaudited) 1995
------------- ------------
Current assets:
Cash and cash
equivalents $ 172,681 $ 1,117,134
Trade accounts
receivable 467,484 119,393
Receivable from
affiliated companies 8,693 198,569
Inventories 783,944 368,656
Other current assets 194,930 219,345
------------- ------------
Total current assets 1,627,732 2,023,097
============= ============
Deposits - 51,000
Property and
equipment, net 5,944,524 5,460,152
Investment in
joint venture 2,327,106 -
Other non-current
assets 44,459 161,177
------------- ------------
Total assets $ 9,943,821 $ 7,695,426
============= ============
LIABILITIES AND
SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,276,356 $ 406,797
Accrued liabilities 542,112 312,198
Payable to affiliated
companies 891,770 22,698
Note payable to
joint venture 2,550,000 -
Current portion of
long-term debt 71,340 19,522
------------- ------------
Total current
liabilities 5,331,578 761,215
============= ============
Long-term debt 352,300 108,415
Advances from
affiliated company 575,000 700,000
Deferred Rent 127,362 -
------------- ------------
Total liabilities 6,386,240 1,569,630
============= ============
Minority interest 1,040,593 1,871,191
============= ============
Shareholders' equity:
Common stock, $.01 par
value - 10,000,000 48,508 48,508
shares authorized,
4,850,796 shares issued
outstanding
Additional paid-in
capital 5,621,701 5,686,386
Deficit accumulated
during development
stage (3,153,221) (1,480,289)
------------- ------------
Total shareholders'
equity 2,516,988 4,254,605
------------- ------------
Total liabilities
and shareholders'
equity $ 9,943,821 $ 7,695,426
============= ============
WILLAMETTE VALLEY, INC.
Microbreweries Across America
(A Development Stage Company)
Consolidated Statement of Operations
(Unaudited)
Three Months Ended Nine Months Ended
September 30, June 30,
1996 1995 1996 1995
---------- ---------- ---------- ----------
Revenues:
Gross sales $1,849,051 $ 123,877 $3,402,548 $ 186,238
Less: excise
taxes 60,604 9,023 173,320 15,141
---------- ---------- ---------- ----------
Net sales 1,788,447 114,854 3,229,228 171,097
Management
services 9,144 141,647 60,144 523,545
---------- ---------- ---------- ----------
1,797,591 256,501 3,289,372 694,642
========== ========== ========== ==========
Cost of beer
and related
products 1,599,919 133,933 3,268,867 195,013
Cost of
Management
services 9,144 121,105 60,144 489,625
---------- ---------- ---------- ----------
1,609,063 255,038 3,329,011 684,638
========== ========== ========== ==========
Gross profit
(deficit) 188,528 1,463 (39,639) 10,004
Selling, general
and administrative
expenses 493,580 650,454 1,849,465 1,448,253
---------- ---------- ---------- ----------
Loss from
operations (305,052) (648,991) (1,889,104) (1,438,249)
Other income
(expense),
net (656,548) 33,963 (451,153) 169,377
---------- ---------- ----------- ----------
Income (loss)
before minority
interest and
joint venture (961,600) (615,028) (2,340,257) (1,268,872)
---------- ---------- ----------- ----------
Loss from
joint venture (128,425) - (222,894) -
Income (loss)
before minority
interest (1,090,025) (615,028) (2,563,151) (1,268,872)
Minority interest 362,766 217,455 890,219 338,077
---------- ---------- ---------- ----------
Net Income
(loss) $ (727,259) $ (397,573) $(1,672,932) $ (930,795)
========== ========== =========== ===========
Net loss per
common share $ (0.15) $ (0.08) $ (0.34) $ (0.19)
========== ========== =========== ===========
Weighted average
number of
common shares
outstanding 4,850,796 4,850,796 4,850,796 4,850,796
========== ========== =========== ===========
WILLAMETTE VALLEY, INC.
Microbreweries Across America
(A Development Stage Company)
Consolidated Statement of Cash Flows
(Unaudited)
Nine Months Ended September 30,
1996 1995
-------------- --------------
Cash flows from operating
activities:
Net loss (1,672,932) (930,795)
Minority interest in
losses of consolidated
subsidiaries (890,219) 186,486
Equity in losses of joint venture 222,894 -
Reconciliation of net loss
to net cash used by
operating activities:
Depreciation and amortization 269,532 51,003
Changes in assets and liabilities:
Trade accounts receivable (348,091) (68,464)
Receivable from affiliates 189,876 (56,449)
Inventories (415,288) (222,555)
Prepaids expenses and
other current assets 24,415 (39,359)
Other non-current assets 116,718 (10,190)
Accounts payable 869,559 340,227
Accrued liabilities 229,914 97,653
Payables to affiliated company 869,072 -
-------------- --------------
Net cash used for
operating activities (534,550) (651,625)
Cash flows from investing activities
Disposition of property
and equipment 326,569 (168,228)
Purchases of property
and equipment (683,473) (4,069,098)
-------------- --------------
Net cash used for
investing activities (356,904) (4,238,144)
Cash flows from financing activities:
Payments on advances from
affiliated companies (125,000) -
Deferred stock offering costs - (106,566)
Net proceeds from stock offerings (4,263) 817,743
Deferred rent 127,362 -
Payments on long-term debt (51,098) 50,658
-------------- --------------
Net cash provided by
financing activities (52,999) 761,835
-------------- --------------
Net increase (decrease) in
cash and cash equivalents (944,453) (4,127,934)
Cash and cash equivalents:
Beginning of period 1,117,134 5,816,687
-------------- --------------
End of period 172,681 1,688,753
============== ==============
WILLAMETTE VALLEY, INC.
Microbreweries across America
NOTES TO FINANCIAL STATEMENTS
DEVELOPMENT STAGE COMPANY
Willamette Valley, Inc. Microbreweries across America ("WVI" or the
"Company") was formed on December 2, 1993 to establish a series of
microbreweries throughout the United States using a consumer-owned
capitalization plan and certain marketing strategies. Each microbrewery
will produce and sell high-quality hand crafted beers marketed under a label
developed specifically for each microbrewery. WVI plans to establish each
microbrewery as a subsidiary and expects to retain a substantial interest in
each microbrewery following completion of the microbrewery's initial public
offering.
During 1994, WVI successfully completed an initial public offering of its
common stock and since then has formed four subsidiaries, Aviator Ales, Inc.
("AAI" - a microbrewery located in Woodinville, Washington), Mile High
Brewing Company ("MHBC" - a microbrewery located in Denver, Colorado),
Bayhawk Ales, Inc. ("BAI" - a microbrewery located in Irvine, California),
and North Country Brewery, Inc. ("NCBI" - a company formed to establish a
joint venture with Nor'Wester Brewing Company, Inc., an affiliated company,
to develop, own and operate a microbrewery located in Saratoga Springs, New
York). AAI, MHBC, and BAI have successfully completed initial public
offerings of their common stock. BAI began its brewing operations in
January 1995. AAI and MHBC were completed later in the year and began
brewing beer in the third quarter of 1995. The Saratoga Springs began
brewing operations in the third quarter of 1996.
WVI is a development stage enterprise with limited operating history which
consists only of developmental activities for its subsidiary microbreweries,
providing management services to its subsidiaries and to other affiliated
companies including Nor'Wester Brewing Company, Inc. ("Nor'Wester"- a
regional craft brewery located in Portland, Oregon) and Willamette Valley
Vineyards, Inc. which operates a vineyard and winery near Salem, Oregon.
The Company has provided management services to its subsidiaries and to
other affiliated companies. These services included accounting, (payroll,
accounts receivable, accounts payable, financial statements and audit
support), human resources, safety, purchasing, quality assurance, management
oversight and regulatory reporting. WVI also provided sales and marketing
services. Beginning in 1996, the Company has entered into a General
Services Agreement with Nor'Wester whereby the Company has contracted with
Nor'Wester to provide certain of these services.
BASIS OF PRESENTATION
The accompanying interim financial statements are unaudited and have been
prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures typically included in financial statements prepared in
accordance with generally accepted accounting standards have been condensed
or omitted pursuant to such rules and regulations. In the opinion of
management, the financial statements include all adjustments, consisting
only of normal recurring adjustments, necessary for a fair presentation of
the results for the interim period presented. The financial statements
should be read in conjunction with the audited financial statements and
notes thereto included in the Company's Annual Report on Form 10-KSB
filed with the Securities and Exchange Commission on April 1, 1996.
The results of operations for an interim period are not necessarily
indicative of the results of operations for a full year.
WILLAMETTE VALLEY, INC.
Microbreweries across America
NOTES TO FINANCIAL STATEMENTS (Continued)
Statement of Cash Flows
During the first half of 1996, the Company's subsidiary, MHBC acquired
$346,000 of equipment under capital lease obligations (see "Long-Term
Debt"). In addition, the Company's wholly-owned subsidiary, NCBI, acquired
an interest in a joint venture and financed the acquisition with a short-
term note payable to the joint venture (see "Joint Venture Agreement").
NCBI also transferred assets to the joint venture for no consideration.
These non-cash transactions have been excluded from the accompanying
statement of cash flows.
Inventories
Inventories consist of the following:
September 30, December 31,
1996 1995
_____________ ____________
Raw Materials $ 279,816 $ 76,042
Work-in-process 139,123 71,267
Finished Goods 238,687 181,974
Retail Products 126,318 39,373
____________ ____________
$ 783,944 $ 368,656
============ ============
Property and Equipment
Property and Equipment consists of the following:
September 30, December 31,
1996 1995
_____________ ____________
Land and
improvements $ 98,455 $ 98,455
Leasehold
improvements 2,316,614 2,021,875
Brewery equipment 3,736,887 3,188,742
Office furniture
and equipment 212,326 313,757
Vehicles 41,223 41,223
Construction
in progress 32,626 20,175
__________ __________
6,438,131 5,684,227
Less accumulated
depreciation (493,607) (224,075)
__________ __________
$5,944,524 $5,460,152
=========== ===========
Long Term Debt
On January 5, 1996, the Company's subsidiary, MHBC, entered into a capital
lease to acquire a bottling line. The capital lease obligation of $346,000
requires regular monthly payment of approximately $7,500, including
principal and interest at 11% and expires in the year 2000.
WILLAMETTE VALLEY, INC.
Microbreweries across America
NOTES TO FINANCIAL STATEMENTS (Continued)
Income Taxes
No benefit for income taxes was recognized for the periods ended September
30, 1996 and 1995 in the accompanying statement of operations as there can
be no assurance that the Company will generate taxable income in the future
against which such benefit could be realized. Accumulated net operating
loss carryforwards at September 30, 1996 and December 31, 1995 were
approximately $4,010,932 and $2,338,000, respectively.
Related Party Transactions
For the three months ended September 30, 1996, the Company provided certain
management and administrative services, including operational oversight and
human resources, to affiliated companies, charging a total of $9,144.
Beginning in 1996, the Company has contracted with Nor'Wester to provide
accounting and sales management services to the Company and its subsidiaries
totaling $157,083, and with Willamette Valley Vineyards, Inc., an affiliated
company, to provide stock transfer and sales support services at a cost
totaling $16,950 for the same period.
To further promote and support the brand presence of Nor'Wester's hand-
crafted ales in Denver, Colorado, the Board of Directors of Nor'Wester
authorized a loan of $250,000 to MHBC to be used in the construction of a
Public Brew House adjacent to MHBC's brewing facility. The entire amount
was advanced during the third quarter.
Net Loss Per Share
Net loss per common share is calculated based on the weighted average number
of common shares outstanding. Founder shares held in escrow are included in
the weighted average number of common shares outstanding. Common stock
equivalents are excluded from the loss per share calculation as their effect
is antidilutive.
Common Stock Offerings
In May 1996, MHBC commenced a registered public stock offering to sell up to
1,053,000 shares of its Common Stock at a proposed offering price of $1.85
per share. In June 1996, AAI commenced a registered public stock offering
to sell up to 820,000 shares of its Common Stock at a proposed offering
price of $1.85 per share. MHBC has decided to terminate its offering and
return all funds held in escrow, together with interest, to the prospective
investors. It is expected that AAI will may do so as well.
WILLAMETTE VALLEY, INC.
Microbreweries across America
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion contains forward-looking statements that involve
risks and uncertainties. Actual future results and trends may differ
materially depending on a variety of factors, including, but not limited
to, pricing and availability of raw materials and packaging, successful
execution of internal performance and expansion plans, impact of
competition, distributor changes, availability of financing, and other
risks detailed below and in the Company's Securities and Exchange
Commission filings, including the Company's periodic reports as well as
Registration Statements and periodic reports filed by its partially owned
subsidiaries--Aviator Ales, Inc., Mile High Brewing Company, Bayhawk Ales,
Inc. and North Country Brewing Company, Inc.
Results of Operations
Net sales include revenues from the sale of beer as well as the sale of
retail merchandise such as T-shirts and caps. Net revenues from brewery
operations and retail products totaled $1,788,447 and $3,229,228 for the
three months and nine months ended September 30, 1996, respectively. This
represents an increase in sales of 1,457% and 1,787%, respectively for the
same period in 1995. The increase is attributable to the fact that AAI and
MHBC only commenced their brewing operations during the third quarter of
1995. Over the last twelve months, AAI has continued to build their
distribution channels, increasing its market share while MHBC and BAI have
struggled to penetrate their respective. Sales of beer produced under the
Cooperative Brewing Agreement were $876,673, or 49% of total sales, and
$1,279,749, or 40% of total sales, for the three months and nine months
ended September 30, 1996, respectively. The cost of brewery revenues as a
percentage of net revenues is 89% and 101% for the three months and nine
months ended September 30, 1996, reflecting the disproportionate cost of
production for goods sold during a period when the breweries are operating
at less than their capacity, as well as start-up production costs such as
recipe testing. In addition, the margin on beer brewed cooperatively for
alliance members is substantially less than the Company's own products
thereby increasing the cost of sales as a percentage of net revenues. Cost
of sales as a percentage of net revenues for the comparable period in the
prior year was 117% and 114% of brewery revenues.
Fees for management services charged to the Company and its subsidiaries by
Nor'Wester Brewing Company totaled $49,758 and $114,083 for the three months
and nine months ended September 30, 1996, respectively, and are included in
the selling, general and administrative expenses in the accompanying
statement of operations. The Company continued to provide selected services
to affiliates at the Company's cost. Income for such services totaled
$8,859 and $42,084 for the three months and nine months ended September 30,
1996, respectively, and was offset against the cost of such services in
selling, general and administrative services in the accompanying statement
of operations.
Selling, General and Administrative expenses for the three months and nine
months ended September 30, 1996 totaled $493,580 and $1,849,465,
respectively. The selling, general and administrative expenses for the
comparable period in 1995 were $650,454 and 1,448,253. These costs have
increased as the number of companies for which the services are provided has
grown from three to four. Additionally, all but one of the Company's
subsidiaries commenced operations during 1995 requiring additional
management and administrative support. During the third quarter in 1996,
WVI and its subsidiaries restructured their selling and administrative
staff, thus decreasing the respective expenses for that period.
Other Income and Expense represents the interest earned on the Company's
cash balances, interest expense on the long-term debt for the purchase of
land in Woodinville, Washington and on the capital lease for the bottling
line in Denver, Colorado.
WILLAMETTE VALLEY, INC.
Microbreweries across America
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
As discussed in the Liquidity and Capital Resources section following, a
significant investor has signed a non-binding letter of intent to provide
equity capital and bridge financing for WVI and its subsidiaries upon a
consolidation of the entities. As such, MHBC and AAI took a one-time charge
for legal and other deferred stock offering costs totaling $419,022 in the
three months ended September 30, 1996, with the intent of terminating both
stock offerings.
Liquidity and Capital Resources
The Company's cash and cash equivalents are $172,681 in aggregate, held by
its subsidiaries at September 30, 1996. Amounts held by each of the
Company's subsidiaries have been earmarked for use in developing the
respective subsidiary's brewery and are not available for use by WVI in
developing new business. For the nine months ended September 30, 1996, cash
and cash equivalents decreased $1,672,932. Primary use of funds were the
net loss before minority interest of $2,563,151, property and equipment
purchases totaling $683,473, an increase in trade accounts receivable of
$348,091, an increase in inventories of $415,288, a decrease in cash
advances from affiliates of $125,000, and payments on long-term debt of
$51,098. Primary sources of funds were a decrease in receivable from
affiliates $189,876, a decrease in prepaid expenses and other current assets
of $24,415, a decrease in other non-current assets of $116,718, an increase
in accounts payable of $869,559, an increase in accrued liabilities of
$229,914, and increase in payables to affiliates of $869,072, disposition of
property of $326,569, and an increase in deferred rent of $127,362.
The Company will be dependent upon a combination of proceeds from operations
and debt or equity financing since cash flows from operations alone are not
expected to be sufficient to satisfy the Company's working capital needs for
the next twelve months.
In September, 1996 Willamette Valley, Inc., entered into a non-binding
letter of intent with The UB Group of Bangalore, India setting forth the
proposed terms of The UB Group's possible investment of $9.0 million in cash
and certain intangible consideration including the grant of an exclusive
right to manufacture The UB Group's Kingfisher brand beer for sale in North
America and The UB Group's provision of certain management and technical
services to the craft breweries controlled by Willamette Valley, Inc. and
its affiliate, Nor'Wester Brewing Company, Inc. Under the terms of the
letter of intent, The UB Group's investment will be made in the resulting
entity following the proposed consolidation of the Company, and its
subsidiaries-- MHBC, AAI and BAI and its affiliate Nor'Wester and
Nor'Wester's subsidiary, North Country Brewing Company, located in Saratoga
Springs, New York.
The closing of the proposed investment remains subject to (i) The UB Group's
completion of satisfactory due diligence, (ii) negotiation and execution of
a definitive investment agreement between the parties, (iii) approval by the
boards of directors and shareholders of each of the Company, Willamette
Valley, Inc., Nor'Wester Brewing, Inc. and their respective subsidiaries,
(iv) registration with the U.S. Securities and Exchange Commission of
Nor'Wester shares to be exchanged in the merger, and (v) such other
customary conditions for transactions of this type.
WILLAMETTE VALLEY, INC.
Microbreweries across America
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
Following execution of the letter of intent, the UB Group has provided the
Willamette Valley, Inc./Nor'Wester alliance of craft breweries with bridge
loans in the amount of $650,000 to sustain and grow their brewing
operations. The UB Group has also indicated that it may, in its discretion,
provide additional bridge loans or guarantees on bank loans in such amounts
and at such times as are necessary to sustain the be no assurances that
additional bridge loans will be made by The UB Group, that an equity
investment by The UB Group will ultimately be made or, if made, the final
terms of such investment.
If, for any reason, the Company's subsidiaries are unable to finance
future expansion and working capital requirements through an investment by
The UB Group, alternative methods of financing would have to be developed.
No assurance can be given that alternative methods of financing would be
available on terms acceptable to the Company or at all. Having to develop
alternative means of financing would likely slow development of the existing
breweries, and such alternative financing may be costly. The inability of
the Company's subsidiaries to obtain additional capital could adversely
affect the Company's business and results of operations.
WILLAMETTE VALLEY, INC.
Microbreweries across America
PART II. OTHER INFORMATION
Item 5. Other Information
On November 19, 1996, MHBC announced that it will
be unable to sustain its operations at current
levels and is taking aggressive steps to reduce its
expenses. The inability to penetrate the highly
competitive craft beer market in Colorado was cited
as the primary reason that MHBC was unable to
achieve acceptable operating results.
To protect and/or recover the value invested in the
brewing facility, MHBC officials have chosen to
minimize operations and to explore other options
including leasing or selling the brewery. Options
are also being explored to continue production of
the MHBC's Timberline Ales for sale where
distribution has been established.
MHBC has been consistently losing money as it
struggles to establish its brand in Colorado and
nearby states. To address its cash needs, MHBC
commenced a registered public stock offering in May
1996 to raise up to $1.95 million. Although
approximately $548,000 had been raised and held in
an interest-bearing escrow account, MHBC elected to
terminate the offering because of its inability to
penetrate the Colorado craft beer market to an
acceptable level and the proposed consolidation and
possible investment of The UB Group. The offering
escrow agent is in the process of returning all
funds plus interest to prospective investors.
The Company was no longer able to provide MHBC with
interim financing due to its own cash limitations.
The Company and its affilate Nor'Wester have been
seeking a financial partner to support their
efforts in building the Craft Brewing Alliance
currently consisting of five regional craft
breweries--Nor'Wester Brewing Company, located in
Portland, Oregon; Aviator Ales, Inc., located in
Woodinville, Washington; Mile High Brewing Company,
located in Denver, Colorado; Bayhawk Ales, Inc.
located in Irvine, California; and North Country
Brewery, Inc., located in Saratoga Springs, New
York.
In September 1996, the Company and Nor'Wester
announced the signing of a non-binding letter of
intent with The UB Group to receive $9.0 million in
cash along with certain intangible consideration.
The UB Group's possible investment, expected to be
made in the first quarter of 1997, is conditioned
upon negotiation and execution of mutually
satisfactory investment documents, The UB Group's
completion of satisfactory due diligence and the
proposed consolidation of all members of the Craft
Brewing Alliance.
It is not expected that MHBC's decision to minimize
its brewing operations will affect the proposed
consolidation and possible investment by The UB
Group in the Craft Brewing Alliance. Under the
consolidation, shareholders of each alliance
member, including MHBC, will receive shares in the
resulting entity. These shares will be listed for
trading on NASDAQ under the symbol ALES and thus
provide and increased level of liquidity to
investors.
Item 6. Exhibits and Reports on Form 8-K.
(a) Mile High Brewing Company press release dated
November 19, 1996
(b) Reports on Form 8-K
On September 26, 1996, the Company filed a
Form 8-K in connection with its execution of
a non-binding letter of intent with The UB
Group of Bangalore, India relating to The UB
Group's proposed investment of $9.0 million in
cash along with certain other non-cash
intangible consideration into the entity
resulting from the proposed consolidation of
the Company, Bayhawk Ales, Inc., Mile High
Brewing Company, Aviator Ales, Inc.,
Nor'Wester Brewing Company, Inc. and North
Country Brewing Company LLC. The Form 8-K set
forth the terms and conditions of the proposed
investment as outlined in the letter of
intent, and included as exhibits copies of the
letter of intent dated September 18, 1996, a
September 26, 1996 press release relating to
the matter, and a September 26, 1996 letter to
the Company's shareholders describing the
matter.
WILLAMETTE VALLEY, INC.
Microbreweries across America
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, INC. Microbreweries Across America
Date July 31, 1996 By:____________________________
James W. Bernau
President
10
[ARTICLE] 5
<TABLE>
<S> <C>
[PERIOD-TYPE] 9-MOS
[FISCAL-YEAR-END] DEC-31-1996
[PERIOD-END] SEP-30-1996
[CASH] 172681
[SECURITIES] 0
[RECEIVABLES] 467484
[ALLOWANCES] 0
[INVENTORY] 783944
[CURRENT-ASSETS] 1627732
[PP&E] 6438131
[DEPRECIATION] 493607
[TOTAL-ASSETS] 9943821
[CURRENT-LIABILITIES] 5331578
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 48508
[OTHER-SE] 0
[TOTAL-LIABILITY-AND-EQUITY] 9943821
[SALES] 3402548
[TOTAL-REVENUES] 3289372
[CGS] 3329011
[TOTAL-COSTS] 3329011
[OTHER-EXPENSES] 451153
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 0
[INCOME-PRETAX] (1672932)
[INCOME-TAX] 0
[INCOME-CONTINUING] 0
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] (1672932)
[EPS-PRIMARY] (0.34)
[EPS-DILUTED] (0.34)
</TABLE>
