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 March 31, 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 March 31, 2007:
4,805,877 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
March 31, December 31,
2007 2006
(unaudited)
ASSETS __________ __________
Current assets:
Cash and cash equivalents $ 846,089 $ 1,612,470
Accounts receivable trade, net 1,141,725 1,609,697
Inventories 6,984,813 6,751,927
Prepaid expenses and other
current assets 145,128 107,743
Prepaid income taxes 13,217 -
Deferred income taxes 107,000 107,000
__________ __________
Total current assets 9,237,972 10,188,837
Vineyard development cost, net 1,517,014 1,538,002
Property and equipment, net 3,909,406 3,985,680
Note receivable 250,000 -
Debt issuance costs, net 26,470 28,258
Other assets 58,278 57,667
__________ __________
Total assets $14,999,140 $15,798,444
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Current portion of long term debt $ 251,437 $ 251,437
Accounts payable 636,684 945,741
Accrued expenses 343,661 392,952
Income taxes payable - 305,608
Grapes payable 123,335 481,590
__________ __________
Total current liabilities 1,355,117 2,377,328
Long-term debt 1,175,690 1,237,571
Deferred rent liability 199,197 190,951
Deferred gain 402,096 410,119
Deferred income taxes 242,000 242,000
__________ __________
Total liabilities 3,374,100 4,457,969
__________ __________
Shareholders' equity
Common stock, no par value - 10,000,000
shares authorized, 4,805,877 and 4,793,027
shares issued and outstanding at March 31,
2007 and December 31, 2006 7,986,131 7,935,829
Retained earnings 3,638,909 3,404,646
__________ __________
Total shareholders' equity 11,625,040 11,340,475
__________ __________
Total liabilities and shareholders'
equity $14,999,140 $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 March 31,
2007 2006
__________ __________
Net Revenues
Case Revenue $ 3,586,561 $ 3,694,176
Facility Lease 8,793 8,793
__________ __________
Total Revenue 3,595,354 3,702,969
Cost of Sales
Case 1,896,231 1,951,419
Bulk - 4,631
__________ __________
Total Cost of Sales 1,896,231 1,956,050
Gross Margin 1,699,123 1,746,919
Selling, general and
administrative expense 1,310,173 1,129,116
__________ __________
Net operating income 388,950 617,803
Other income (expense)
Interest income 17,058 4,279
Interest expense (28,237) (43,487)
Other income 12,667 16,895
__________ __________
Net income before income taxes 390,438 595,490
Income tax (156,175) (238,196)
__________ __________
Net income 234,263 357,294
Retained earnings beginning of
period 3,404,646 2,112,872
__________ __________
Retained earnings end of period $ 3,638,909 $ 2,470,166
========== ==========
Basic income per common share $ .05 $ .08
Diluted income per common share $ .05 $ .07
Weighted average number of
basic common shares
outstanding 4,800,775 4,674,058
Weighted average number of
diluted common shares
outstanding 5,004,810 4,819,920
The accompanying notes are an integral part of this financial statement.
WILLAMETTE VALLEY VINEYARDS, INC.
Statement of Cash Flows
(unaudited)
Three months ended March 31,
2007 2006
__________ __________
Cash flows from operating activities:
Net income $ 234,263 $ 357,294
Reconciliation of net income to
net cash provided by (used in)
operating activities:
Depreciation and amortization 133,782 132,003
Stock based compensation expense 14,062 8,390
Bad debt expense 8,333 -
Changes in assets and liabilities:
Accounts receivable trade 459,639 459,615
Inventories (232,886) 452,735
Prepaid expenses and other
current assets (37,385) (68,894)
Prepaid income taxes (13,217) -
Other assets (611) 383
Accounts payable (309,057) (11,900)
Accrued expenses (49,291) (56,673)
Income taxes payable (305,608) 238,196
Grape payables (358,255) (149,417)
Deferred rent liability 8,246 1,440
Deferred gain (8,023) (8,024)
__________ __________
Net cash (used in) provided by
operating activities (456,008) 1,355,148
__________ __________
Cash flows from investing activities:
Additions to property and equipment (34,732) (19,315)
Note receivable (250,000) -
__________ __________
Net cash used in investing activities (284,732) (19,315)
__________ __________
Cash flows from financing activities:
Proceeds from stock options exercised 36,240 78,671
Repayments of long-term debt (61,881) (69,879)
__________ __________
Net cash (used in) provided by
financing activities (25,641) 8,792
__________ __________
Net increase (decrease) in cash and
cash equivalents (766,381) 1,344,625
Cash and cash equivalents:
Beginning of period 1,612,470 415,591
__________ __________
End of period $ 846,089 $ 1,760,216
========== ==========
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 and for the three months
ended March 31, 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 months ended March 31, 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, amongst
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. Potentially dilutive
shares of 204,036 shares are included in the computation of dilutive earnings
per share for the three months ended March 31, 2007. Total potentially
dilutive shares of 145,862 shares are included in the computation of dilutive
earnings per share for the three months ended March 31, 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
March 31, 2007
_______________
Weighted
average
exercise
Shares price
Outstanding at
beginning of period 495,000 $ 3.94
Granted - -
Exercised (12,000) 3.02
Forfeited - -
--------
Outstanding at
end of period 483,000 $ 3.96
________
The following table presents information related to the value of outstanding
stock options for the periods shown:
Quarter Ended Quarter Ended
March 31, 2007 March 31, 2006
__________________ __________________
Intrinsic value of options
exercised in the period $ 46,320 $ 45,909
Stock options fully vested and
expected to vest
Number 483,000 597,500
Weighted average exercise
Price $ 3.96 $ 3.60
Aggregate intrinsic value $1,454,506 $1,740,257
Weighted average contractual
term of options 6.62 years 7.05 years
Stock options vested and
Currently exercisable
Number 439,334
Weighted average exercise
Price $ 4.00
Aggregate intrinsic value $1,306,639
Weighted average contractual
term of options 6.49 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
March 31, 2007
__________
Risk Free interest rates 4.26%
Expected dividend 0%
Expected lives, in years 5-10
Expected volatility 47%
The Company expenses stock options on a straight line basis over the options'
related vesting term. For the three months ended March 31, 2007 and 2006, the
Company recognized pretax compensation expense related to stock options of
$8,325 and $8,390, respectively.
During the three months ended March 31, 2007, the following transactions
related to stock option and warrant exercise occurred:
Exercise
Shares Price
Stock Options Exercised 4,000 $ 3.76
4,000 2.99
4,000 2.31
3) INVENTORIES
The Company's inventories, by major classification, are summarized as follows,
as of the dates shown:
March 31, December 31,
2007 2006
(unaudited)
__________ __________
Winemaking and packaging materials $ 81,541 $ 142,737
Work-in-progress (costs relating
to unprocessed and/or bulk
wine products) 2,074,979 2,697,354
Finished goods (bottled wines 4,828,293 3,911,836
and related products) __________ __________
Current inventories $ 6,984,813 $ 6,751,927
========== ==========
4) PROPERTY AND EQUIPMENT
The Company's property and equipment consists of the following, as of the dates
shown:
March 31, December 31,
2007 2006
(unaudited)
__________ __________
Land and improvements $ 769,644 $ 769,644
Winery building and hospitality center 4,789,102 4,782,064
Equipment 4,036,717 4,009,023
__________ __________
9,595,463 9,560,731
Less accumulated depreciation (5,686,057) (5,575,051)
__________ __________
$ 3,909,406 $ 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 months ended March 31, 2007.
Overview
Continuing demand from out-of-state distributors for the Company's Pinot Noir
and Pinot Gris, in excess of recent year's production levels, has drawn down
inventory of those varieties to the point Company income is now being
significantly affected.
While the Company again generated positive net income during the three months
ended March 31, 2007 generally the Company's weakest quarter due to the
seasonality of its sales, profits were lower as compared to the same period of
the prior year. Management attributes the lower net profit level for this
period to be a direct result of the limited inventories of key varietals which
have been allocated to its distributors to be shipped on a scheduled basis
over the calendar year.
Management believes the proper steps are being taken to increase the
generation of high quality wine inventories over time as vineyard plantings
mature. The Company loaned one of its growers $250,000 to support additional
plantings during the first quarter. The Company continues to improve internal
staffing and management systems in anticipation of these higher, future
volumes.
The Company entered a long-term lease for Elton Vineyards, 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.
Despite these inventory constraints, the Company generated $0.05 per share in
net earnings in the first quarter of 2007, the second highest first quarter
earnings since the Company's inception. During the first three months of 2007,
Current Liabilities were paid down by over $1 million, resulting in the
Company's current ratio of 6.8 to 1.
The winery is 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 the Company's
Willamette Valley Vineyards Pinot Noir and Pinot Gris will be paired with
wild, seasonal salmon entrees.
The Company continued to receive high marks for its Pinot Noir from national
reviewers, including a 90 point rating for its '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
The Company's revenues from winery operations are summarized as follows:
Three months ended March 31,
2007 2006
__________ __________
Tasting Room and Retail sales
& Rental Income $ 445,464 $ 378,983
On-site and off-site festivals 50,105 36,033
In-state sales 1,767,226 1,548,736
Out-of-state sales 1,408,858 1,823,766
Miscellaneous sales 8,793 8,793
__________ __________
Gross Revenue 3,680,446 3,796,311
Less Excise Taxes (85,092) (93,342)
__________ __________
Net Revenues $ 3,595,354 $ 3,702,969
========== ==========
Net revenues for the three months ended March 31, 2007 decreased $107,615, or
3%, over the corresponding period in the preceding year. This decrease is due
almost entirely to the decreases in out-of-state sales as a result of inventory
constraints.
Tasting room sales and rental income for the three months ended March 31, 2007
increased $66,481, or 18%, compared to the corresponding prior year period.
Tasting room sales increased during the three months ended March 31, 2007 due
primarily to increased purchases in the tasting room and increased room rental
revenues.
Sales in the state of Oregon, through the Company's wholesale department,
Bacchus Fine Wines, increased $218,490, or 14%, in the three months ended
March 31, 2007, compared to the corresponding prior year period. The Company's
direct in-state sales to its largest customer increased $71,674, or 28%, in
the three months ended March 31, 2007, over the comparable prior year period.
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 months ended March 31, 2007 decreased
$414,908, or 23%, over the comparable prior year period. The decreased sales
are primarily the result of inventory constraints.
Excise Taxes
The Company's excise taxes for the three months ended March 31, 2007 decreased
9% compared to the corresponding prior year period. This was due primarily to
decreased sales, thereby decreasing overall sales volumes and taxes calculated
based on volume during the three months ended March 31, 2007.
Gross Profit
As a percentage of net revenue, gross profit from winery operations was 47%
in the three months ended March 31, 2007, as compared to 47% in the comparable
prior year period. While the Company is continuing its focus on improved
distribution of higher margin products as well as continuing its efforts to
reduce grape and production costs, we anticipate that our increased
representation of brands other than our own through our Oregon sales force
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,
the Company does not anticipate that the Company's net income will materially
decrease as a result of such representation.
Selling, General and Administrative Expense
Selling, general and administrative expenses for the three months ended
March 31, 2007 increased 16% compared to the corresponding prior year period.
These increases are due primarily to higher employee compensation costs as the
Company continues to improve internal staffing and 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 increased to
36% for the three months ended March 31, 2007, as compared to 30% for the
comparable prior year period, primarily as a result of increased expenses from
employee compensation and facility repairs, and decreased revenues.
Interest Income, Other Income and Expense
Interest income increased to $17,058 for the three months ended March 31,
2007, compared to $4,279 for the comparable prior year period. Interest
expense for the three months ended March 31, 2007 decreased 35% compared to
the corresponding prior year period. 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 the Company's long-term debt in 2006, in
the amount of $12,667, compared to $16,895 during the first quarter of 2006,
received from Farm Credit Services for interest paid on the Company's long-
term debt in 2005.
Income Taxes
Income tax expense was $156,175 for the three months ended March 31, 2007,
compared to $238,196 for the prior year period. The Company's estimated tax
rate for the three months ended March 31, 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 months ended
March 31, 2007 was $234,263, or $0.05 per diluted share, compared to net
income of $357,294, or $0.07 per diluted share, in the comparable prior year
period.
Liquidity and Capital Resources
At March 31, 2007, the Company had a working capital balance of $7.9 million
and a current ratio of 6.8:1. At December 31, 2006, the Company had a working
capital balance of $7.8 million and a current ratio of 4.3:1. The Company had
a cash balance of $846,089 at March 31, 2007, compared to a cash balance of
$1,612,470 at December 31, 2006. The decrease in cash was primarily due to
the Company's extension of a note for $250,000 and payments for grapes, income
taxes and accounts payable.
Total cash used in operating activities in the three months ended March 31,
2007 was $456,008, compared to cash provided by operating activities of
$1,355,148 for the prior year period. The increase in cash used in operating
activities was primarily due to the Company's payments for grapes, income
taxes and accounts payable in the three months ended March 31, 2007. Cash
used in operating activities in the three months ended March 31, 2007
consisted of net income of $234,263, plus depreciation of $133,782, less
changes in assets and liabilities and other non-cash charges of $824,053.
Total cash used in investing activities in the three months ended March 31,
2007 was $284,732, compared to $19,315 in the prior year period. Cash used
in investing activities consisted of the Company's extension of a note for
$250,000 and property and equipment additions.
Total cash used in financing activities in the three months ended March 31,
2007 was $25,641, compared to $8,792 provided by financing activities in the
prior year period. Cash used in financing activities primarily consisted of
payments on the Company's long term debt offset by stock option proceeds.
At March 31, 2007, the line of credit balance was $0, on a maximum borrowing
amount of $2,000,000. The Company has 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 the Company on a quarterly basis. As of March 31, 2007, the
Company was in compliance with all of the financial covenants.
As of March 31, 2007, the Company had a total long-term debt balance of
$1,427,127 owed to Farm Credit Services. The debt with Farm Credit Services
was used to finance the Hospitality Center, invest in winery equipment to
increase the Company's winemaking capacity and complete the storage facility.
At March 31, 2007, the Company owed $123,335 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.
The Company believes that cash flow from operations and funds available under
its existing credit facilities will be sufficient to meet the Company's
foreseeable short and long term needs.
Item 3
CONTROLS AND PROCEDURES
We carried out an evaluation, under the supervision and with the participation
of the Chief Executive Officer, Chief Financial Officer and other management
personnel, of the effectiveness of our disclosure controls and procedures, as
defined in Rules 13a-15(e) and 15d-15(e) of the Securities and Exchange Act
of 1934 as of March 31, 2007. Based on that evaluation, the Chief Executive
Officer and Controller concluded that our disclosure controls and procedures
as of March 31, 2007 were effective to ensure that information required to be
disclosed by the Company in the reports it files or submits under the
Securities and Exchange Act of 1934 is recorded, processed, summarized, and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms.
The Company does not expect that its disclosure controls and procedures will
prevent all error and all fraud. A control procedure, no matter how well
conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control procedure are met. Because of the inherent
limitations in all control procedures, no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any,
within the Company have been detected. These inherent limitations include the
realities that judgments in decision-making can be faulty, and that breakdowns
can occur because of simple error or mistake. Additionally, controls can be
circumvented by the individual acts of some persons, by collusion of two or
more people, or by management override of the control. The Company considered
these limitations during the development of it disclosure controls and
procedures, and will continually reevaluate them to ensure they provide
reasonable assurance that such controls and procedures are effective.
There were no changes in the Company's internal control procedures over
financial reporting that occurred during the three months ended March 31, 2007
that have materially affected, or are reasonably likely to materially affect,
our internal controls over financial reporting, except as noted above.
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
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 [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
[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
31.2 Certification by Sean M. Cary 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
32.2 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: May 15, 2007 By /s/ James W. Bernau
James W. Bernau
President
Date: May 15, 2007 By /s/ Sean M. Cary
Sean M. Cary
Controller