Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 26, 2024 | Jun. 30, 2023 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-21522 | ||
Entity Registrant Name | WILLAMETTE VALLEY VINEYARDS, INC. | ||
Entity Central Index Key | 0000838875 | ||
Entity Tax Identification Number | 93-0981021 | ||
Entity Incorporation, State or Country Code | OR | ||
Entity Address, Address Line One | 8800 Enchanted Way | ||
Entity Address, Address Line Two | S.E. | ||
Entity Address, City or Town | Turner | ||
Entity Address, State or Province | OR | ||
Entity Address, Postal Zip Code | 97392 | ||
City Area Code | (503) | ||
Local Phone Number | 588-9463 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 26,000,949 | ||
Entity Common Stock, Shares Outstanding | 4,964,529 | ||
Auditor Name | Moss Adams LLP | ||
Auditor Location | Portland, Oregon | ||
Auditor Firm ID | 659 | ||
Common Stock [Member] | |||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | WVVI | ||
Security Exchange Name | NASDAQ | ||
Redeemable Preferred Stock | |||
Title of 12(b) Security | Series A Redeemable Preferred Stock | ||
Trading Symbol | WVVIP | ||
Security Exchange Name | NASDAQ |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 238,482 | $ 338,676 |
Accounts receivable, net | 2,994,829 | 4,226,948 |
Inventories | 28,314,779 | 22,201,499 |
Prepaid expenses and other current assets | 522,854 | 454,085 |
Income tax receivable | 121,959 | 557,224 |
Total current assets | 32,192,903 | 27,778,432 |
Other assets | 13,824 | 13,824 |
Vineyard development costs, net | 8,704,352 | 8,448,925 |
Property and equipment, net | 53,369,637 | 53,547,245 |
Operating lease right of use assets | 11,427,433 | 8,895,556 |
TOTAL ASSETS | 105,708,149 | 98,683,982 |
CURRENT LIABILITIES | ||
Accounts payable | 2,026,352 | 3,067,886 |
Accrued expenses | 1,482,254 | 1,428,380 |
Investor deposits for preferred stock | 718,857 | 147,511 |
Bank overdraft | 393,416 | |
Line of credit | 2,684,982 | 166,617 |
Note payable | 1,100,735 | 1,201,038 |
Current portion of long-term debt | 522,798 | 496,970 |
Current portion of lease liabilities | 450,452 | 768,818 |
Unearned revenue | 1,970,661 | 1,442,401 |
Grapes payable | 2,446,233 | 1,208,673 |
Total current liabilities | 13,796,740 | 9,928,294 |
Long-term debt, net of current portion and debt issuance costs | 6,961,872 | 6,446,447 |
Lease liabilities, net of current portion | 11,402,714 | 8,506,830 |
Deferred income taxes | 2,911,618 | 3,440,477 |
Total liabilities | 35,072,944 | 28,322,048 |
SHAREHOLDERS EQUITY | ||
Redeemable preferred stock, no par value, 100,000,000 shares authorized, 10,046,833 shares issued and outstanding, liquidation preference $41,694,357 at December 31, 2023 and 9,185,666 shares issued and outstanding, liquidation preference $38,120,514 at December 31, 2022 | 42,388,036 | 38,869,075 |
Common stock, no par value, 10,000,000 shares authorized, 4,964,529 shares issued and outstanding at December 31, 2023 and December 31, 2022 | 8,512,489 | 8,512,489 |
Retained earnings | 19,734,680 | 22,980,370 |
Total shareholders equity | 70,635,205 | 70,361,934 |
LIABILITIES AND SHAREHOLDERS EQUITY | $ 105,708,149 | $ 98,683,982 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0 | $ 0 |
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Preferred Stock, Shares Issued | 10,046,833 | 9,185,666 |
Preferred Stock, Shares Outstanding | 10,046,833 | 9,185,666 |
Preferred Stock, Liquidation Preference, Value | $ 41,694,357 | $ 38,120,514 |
Common Stock, Par or Stated Value Per Share | $ 0 | $ 0 |
Common Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Common Stock, Shares, Issued | 4,964,529 | 4,964,529 |
Common Stock, Shares, Outstanding | 4,964,529 | 4,964,529 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
SALES, NET | $ 39,136,114 | $ 33,934,081 |
COST OF SALES | 16,578,986 | 15,119,985 |
GROSS PROFIT | 22,557,128 | 18,814,096 |
OPERATING EXPENSES: | ||
Sales and marketing | 17,564,103 | 13,640,290 |
General and administrative | 6,200,227 | 5,720,224 |
Total operating expenses | 23,764,330 | 19,360,514 |
LOSS FROM OPERATIONS | (1,207,202) | (546,418) |
OTHER INCOME (EXPENSE) | ||
Interest income | 27 | 5,496 |
Interest expense | (594,106) | (367,745) |
Other income, net | 114,827 | 142,529 |
LOSS BEFORE INCOME TAXES | (1,686,454) | (766,138) |
INCOME TAX BENEFIT | 487,861 | 119,646 |
NET LOSS | (1,198,593) | (646,492) |
Preferred stock dividends | (2,047,097) | (1,866,451) |
LOSS APPLICABLE TO COMMON SHAREHOLDERS | $ (3,245,690) | $ (2,512,943) |
Loss per common share after preferred dividends, basic and diluted | $ (0.65) | $ (0.51) |
Weighted-average number of common shares outstanding, basic and diluted | 4,964,529 | 4,964,529 |
STATEMENTS OF SHAREHOLDERS' EQU
STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) | Redeemable Preferred Stock | Common Stock [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 30,956,192 | $ 8,512,489 | $ 25,493,313 | $ 64,961,994 |
Beginning Balance, Shares at Dec. 31, 2021 | 7,523,539 | 4,964,529 | ||
Issuance of preferred stock, net | $ 7,912,883 | 7,912,883 | ||
Issuance of preferred stock, net, Shares | 1,662,127 | |||
Preferred stock dividends declared | (1,866,451) | (1,866,451) | ||
Net loss | (646,492) | (646,492) | ||
Ending balance, value at Dec. 31, 2022 | $ 38,869,075 | $ 8,512,489 | 22,980,370 | 70,361,934 |
Ending Balance, Shares at Dec. 31, 2022 | 9,185,666 | 4,964,529 | ||
Issuance of preferred stock, net | $ 3,518,961 | 3,518,961 | ||
Issuance of preferred stock, net, Shares | 861,167 | |||
Preferred stock dividends declared | (2,047,097) | (2,047,097) | ||
Net loss | (1,198,593) | (1,198,593) | ||
Ending balance, value at Dec. 31, 2023 | $ 42,388,036 | $ 8,512,489 | $ 19,734,680 | $ 70,635,205 |
Ending Balance, Shares at Dec. 31, 2023 | 10,046,833 | 4,964,529 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,198,593) | $ (646,492) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Depreciation and amortization | 3,426,977 | 2,315,901 |
Non-cash lease expense | 1,142,833 | 615,690 |
Loan fee amortization | 13,248 | 13,246 |
Deferred income taxes | (528,859) | (156,030) |
Change in operating assets and liabilities: | ||
Accounts receivable | 1,232,119 | (1,063,573) |
Inventories | (6,113,280) | (3,124,749) |
Prepaid expenses and other current assets | (68,769) | (154,624) |
Income tax receivable | 435,265 | (418,238) |
Unearned revenue | (704,673) | (573,956) |
Lease liabilities | (1,097,192) | (383,189) |
Grapes payable | 1,237,560 | (179,928) |
Accounts payable | 180,640 | 818,157 |
Accrued expenses | 53,874 | 271,557 |
Net cash from operating activities | (1,988,850) | (2,666,228) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Additions to vineyard development costs | (419,023) | (670,257) |
Additions to property and equipment | (4,307,947) | (14,809,417) |
Net cash from investing activities | (4,726,970) | (15,479,674) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from investor deposits held as liability | 718,857 | 147,511 |
Payment on installment note for property purchase | (100,303) | (94,503) |
Proceeds from bank overdraft | 393,416 | |
Proceeds from line of credit | 2,518,365 | 166,617 |
Payment on long-term debt | (496,944) | (472,442) |
Proceeds from long-term debt | 1,024,949 | 2,000,000 |
Proceeds from issuance of preferred stock | 3,371,450 | 3,778,461 |
Payment of preferred stock dividend | (814,164) | (788,351) |
Net cash provided by financing activities | 6,615,626 | 4,737,293 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | (100,194) | (13,408,609) |
CASH AND CASH EQUIVALENTS, beginning of year | 338,676 | 13,747,285 |
CASH AND CASH EQUIVALENTS, end of year | 238,482 | 338,676 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Purchases of property and equipment and vineyard development costs included in accounts payable | 68,855 | 1,291,029 |
Reduction in investor deposits for preferred stock | 147,511 | 4,134,422 |
Gift cards given in lieu of cash dividends | 1,232,933 | 1,078,100 |
Right of use assets obtained in exchange for operating lease liabilities | 3,674,710 | 3,369,363 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 595,109 | 368,691 |
Income tax paid (received) | $ (394,268) | $ 417,686 |
SUMMARY OF OPERATIONS, BASIS OF
SUMMARY OF OPERATIONS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF OPERATIONS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF OPERATIONS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Organization and operations The Company has direct-to-consumer sales and national sales to distributors. These sales channels offer comparable products to customers and utilize similar processes and share resources for production, selling and distribution. Direct-to-consumer sales generate a higher gross profit margin than national sales to distributors due to differentiated pricing between these segments. Basis of presentation Financial instruments and concentrations of risk Cash and cash equivalents are maintained at five financial institutions. Deposits held with these financial institutions may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with a financial institution of reputable credit and therefore bear minimal credit risk. In 2023, sales to one distributor represented approximately 14.5% 17.5% At December 31, 2023, one customer accounted for approximately 27% 27% 14% Other comprehensive income Cash and cash equivalents Accounts receivable – The Company performs ongoing credit evaluations of its customers and does not require collateral. A reserve is maintained for potential credit losses. The allowance for credit losses is based on an assessment of the collectability of customer accounts. The Company regularly reviews the allowance by considering factors such as historical experience, credit quality, the age of the accounts receivable balances, and current economic conditions that may affect a customers ability to pay. The Company has credit risk associated with uncollateralized trade accounts receivable from all operations totaling $ 2,994,829 as of December 31, 2023, net of the allowance for credit losses. The Company had credit risk associated with uncollateralized trade accounts receivable from all operations totaling $ 4,226,948 3,163,375 Inventories The cost of finished goods is recognized as cost of sales when the wine product is sold. Finished goods and work-in-process inventories are stated at the lower of first-in, first-out cost or net realizable value by variety. Winemaking and packaging materials are stated at the lower of average cost or net realizable value. Net realizable value is the value of an asset that can be realized upon the sale of the asset, less a reasonable estimate of the costs associated with either the eventual sale or the disposal of the asset in question. In accordance with general practices in the wine industry, wine inventories are generally included in current assets in the accompanying balance sheets, although a portion of such inventories may be aged for more than one year (Note 3). Vineyard development costs 2,518,585 2,354,989 Amortization of vineyard development costs are included in capitalized crop costs that in turn are included in inventory costs and ultimately become a component of cost of goods sold. For the years ending December 31, 2023 and 2022, $ 163,596 284,980 Property and equipment 15 30 years 3 15 years Expenditures for repairs and maintenance are charged to operating expense as incurred. Expenditures for additions and betterments are capitalized. When assets are sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is included in operations. Review of long-lived assets for impairment Recoverability of assets is measured by a comparison of the carrying amount of an asset group to future net undiscounted cash flows expected to be generated by the asset group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company groups its long-lived assets with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (or asset group). This would typically be at the winery level. The Company did not recognize any impairment charges associated with long-lived assets during the years ended December 31, 2023 and 2022. Income taxes – The Company had no unrecognized tax benefits as of December 31, 2023 or 2022. The Company recognizes interest assessed by taxing authorities as a component of tax expense. The Company recognizes any penalties assessed by taxing authorities as a component of tax expense. Interest and penalties for the years ended December 31, 2023 and 2022 were not material. A valuation allowance is provided when it is more likely than not that some portion or all the deferred tax assets will not be realized. The Company evaluates the potential realization of its deferred tax assets by assessing its valuation allowance and by adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization included the Companys forecast of future taxable income or loss and available tax planning strategies that could be implemented to realize the net deferred tax assets. Certain intangible assets and liabilities will be deductible for tax purposes and may result in deferred tax assets and liabilities as the benefits are recognized in the Companys tax returns. The Company files U.S. federal income tax returns with the Internal Revenue Service (IRS) as well as income tax returns in Oregon and California. The Company may be subject to examination by the IRS for tax years 2020 through 2023. Additionally, the Company may be subject to examinations by state taxing jurisdictions for tax years 2019 through 2023. The Company is not aware of any current examinations by the IRS or the state taxing authorities. Revenue recognition – The cost of price promotions and rebates are treated as reductions of revenue. Credit sales are recorded as trade accounts receivable, and no collateral is required. Revenue from items sold through the Companys retail locations is recognized at the time of sale. Net revenue reported herein is shown net of sales allowances and excise taxes. If the conditions for revenue recognition are not met, the Company defers the revenue until all conditions are met. As of December 31, 2023, the Company has recorded deferred revenue in the amount of $ 490,523, which is included in unearned revenue on the balance sheet. As of December 31, 2022, and December 31, 2021, the Company has recorded deferred revenue in the amount of $ 335,431 255,376 1,480,138 as of December 31, 2023. Gift cards that have been issued but not used are also treated as unearned revenue and were $ 1,106,970 682,881 Distributor Sales Segment – The Company has price incentive programs with its distributors to encourage product placement and depletions. Sales are reported net of incentive program expenses. Incentive program payments are made when completed incentive program payment requests are received from the customers. For the year ended December 31, 2023 and 2022, the Company recorded incentive program expenses of $ 1,057,198 1,333,396 54,003 111,398 Estimates are based on historical and projected experience for each type of program or customer and have historically been in line with actual costs incurred. Direct Sales Segment Tasting room sales are recognized as revenue at the point of sale and internet sales are recognized at time of shipment. Hospitality sales, that are paid in advance of the event, are accrued as unearned revenue, and are subsequently recognized as revenue in the period of the event. Wine club sales are made under an agreement with the customer, which specifies the quantity and timing of the wine club shipment. Wine club charges are billed to the customers credit card, at the time of shipment, and revenue is then recognized. The Company periodically sells bulk wine or grapes that either do not meet the Companys quality standards or are in excess of production requirements. These sales are recognized when ownership transfers to the buyer which occurs at the point of shipment. Cost of goods sold Administrative support, purchasing, receiving and most other fixed overhead costs are expensed as selling, general and administrative expenses without regard to inventory units. Warehouse and winery production and facilities costs are allocated to inventory units on a per gallon basis during the production of wine, prior to bottling the final product. No further costs are allocated to inventory units after bottling. Selling, general and administrative expenses 393,859 340,427 The Company provides an allowance to distributors for providing sample of products to potential customers. For the years ended December 31, 2023 and 2022, these costs, which are included in selling, general and administrative expenses were, $ 93,272 87,996 Shipping and handling costs 723,787 681,975 Excise taxes – 431,714 312,103 Loss per common share after preferred dividends – Leases ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. For leases that do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Significant judgment may be required when determining whether a contract contains a lease, the length of the lease term, the allocation of the consideration in a contract between lease and non-lease components, and the determination of the discount rate included in our leases. We review the underlying objective of each contract, the terms of the contract, and consider our current and future business conditions when making these judgments. Recently adopted accounting pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and in May 2019 issued ASU 2019-05, Credit Losses (Topic 326): Targeted Transition Relief (collectively referred to as Topic 326). Topic 326 requires the measurement of all expected credit losses for financial assets held at the reporting date based on all relevant information, such as historical experience, current conditions, and reasonable and supportable forecasts that could impact the collectability of the amounts. The Company adopted Topic 326 effective January 1, 2023, using the modified retrospective approach. No cumulative effect adjustment was required to opening retained earnings. The Company measures expected credit losses of financial assets based on historical loss and other information available to management. These expected credit losses are recorded to an allowance for credit losses valuation account that is deducted from accounts receivable to present the net amount expected to be collected on the financial assets in the balance sheet. As of December 31, 2023, no change to allowance for credit losses was deemed necessary. Recently issued accounting pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The expanded annual disclosures are effective for our year ending December 31, 2024, and the expanded interim disclosures are effective in 2025 and will be applied retrospectively to all prior periods presented. The Company is currently evaluating the impact that ASU 2023-07 will have on our consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires, among other things, additional disclosures primarily related to the income tax rate reconciliation and income taxes paid. The expanded annual disclosures are effective for our year ending December 31, 2025. The Company is currently evaluating the impact that ASU 2023-09 will have on our consolidated financial statements and whether we will apply the standard prospectively or retrospectively. |
ACCOUNTS RECEIVABLE, NET
ACCOUNTS RECEIVABLE, NET | 12 Months Ended |
Dec. 31, 2023 | |
Credit Loss [Abstract] | |
ACCOUNTS RECEIVABLE, NET | NOTE 2 – ACCOUNTS RECEIVABLE, NET The Companys accounts receivable balance is net of an allowance for credit losses of $ 10,000 Changes in the allowance for credit losses are as follows: Schedule of Changes in Allowance for Credit Losses Year ended December 31, 2023 2022 Beginning of year $ 10,000 $ 10,000 Charged to costs and expenses - - Write-offs, net of recoveries - - End of year $ 10,000 $ 10,000 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 3 – INVENTORIES Inventory consists of the following at December 31, 2023 and 2022: Schedule of Inventories December 31, December 31, 2023 2022 Winemaking and packaging materials $ 1,113,170 $ 1,162,850 Work-in-process (costs relating to unprocessed and/or unbottled wine products) 15,952,118 12,047,579 Finished goods (bottled wine and related products) 11,249,491 8,991,070 Total inventories $ 28,314,779 $ 22,201,499 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment consists of the following at December 31, 2023 and 2022: Schedule of Property and Equipment, Net December 31, December 31, 2023 2022 Construction in progress $ 639,840 $ 2,037,128 Land, improvements and other buildings 14,491,827 14,491,827 Winery buildings and tasting rooms 43,991,586 40,806,365 Equipment 20,103,535 18,805,695 Property and equipment, gross 79,226,788 76,141,015 Accumulated depreciation (25,857,151 ) (22,593,770 ) Property and equipment, net $ 53,369,637 $ 53,547,245 Depreciation expense was $ 3,263,381 2,030,921 |
LINE OF CREDIT FACILITY
LINE OF CREDIT FACILITY | 12 Months Ended |
Dec. 31, 2023 | |
Line Of Credit Facility | |
LINE OF CREDIT FACILITY | NOTE 5 – LINE OF CREDIT FACILITY In December of 2005, the Company entered into a revolving line of credit agreement with Umpqua Bank that allows borrowing up to $ 2,000,000 interest at prime less 0.5%, with a floor of 3.25% 2,684,982 166,617 The line of credit agreement includes various covenants, which among other things, requires the Company to maintain minimum amounts of tangible net worth, debt-to-equity, and debt service coverage, as defined, and limits the level of acquisitions of property and equipment. As of December 31, 2023, the Company was out of compliance with a debt covenant. The Company has received a waiver from Umqua Bank waiving this violation until the next measurement date of December 31, 2024. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 6 – NOTES PAYABLE In February of 2017, the Company purchased property, including vineyard land, bare land and structures in the Dundee Hills AVA under terms that included a 15 year note payable with quarterly payments of $42,534 at 6%. The note may be called by the owner, up to the outstanding balance, with 180 days written notice. As of December 31, 2023 and 2022, the Company had a balance of $ 1,100,735 1,201,038 |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | NOTE 7 – LONG-TERM DEBT Long-term debt consists of the following at December 31, 2023 and 2022: Schedule of Long-term Debt December 31, 2023 2022 AgWest Loan #4 $ 829,386 $ 972,941 AgWest Loan #5 3,736,324 4,089,713 AgWest loan #6 3,024,949 2,000,000 Long-Term Debt, Gross 7,590,659 7,062,654 Debt issuance costs (105,989 ) (119,237 ) Current portion of long-term debt (522,798 ) (496,970 ) Long-Term Debt $ 6,961,872 $ 6,446,447 The Company has three long term debt agreements with AgWest with an aggregate outstanding balance of $ 7,590,659 7,062,654 4.75% 5.21% 7.80% 6.50% Future minimum principal payments of long-term debt are as follows for the years ending December 31: Schedule of Future Minimum Principal Payment for Long-Term Debt Maturities 2024 522,798 2025 3,574,920 2026 578,559 2027 608,636 2028 640,299 Thereafter 1,665,447 Total $ 7,590,659 The weighted-average interest rates on the aforementioned borrowings for the years ended December 31, 2023 and 2022, was 6.19% 5.57% |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 8 – SHAREHOLDERS EQUITY The Company is authorized to issue 10,000,000 The Company is authorized to issue 100,000,000 4.15 |
STOCK INCENTIVE PLAN
STOCK INCENTIVE PLAN | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCK INCENTIVE PLAN | NOTE 9 – STOCK INCENTIVE PLAN The Company had a stock incentive plan, originally created in 1992, most recently amended in 2001. No additional grants may be made under the plan. All stock options contained an exercise price that was equal to the fair market value of the Companys stock on the date the options were granted. There were no stock options outstanding or exercisable at December 31, 2023 and 2022. No stock compensation expense under this plan was recognized for the years ended December 31, 2023 and 2022. As of December 31, 2023, there was no unrecognized compensation expense related to stock options. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 10 – INCOME TAXES The provision for income taxes consists of: Schedule of Income Tax Provision Year Ended December 31, 2023 2022 Current tax expense: Federal $ 4,296 $ 34,120 State 36,702 2,263 Current tax expense 40,998 36,383 Deferred tax benefit: Federal (425,065 ) (121,662 ) State (103,794 ) (34,367 ) Deferred tax benefit (528,859 ) (156,029 ) Total $ (487,861 ) $ (119,646 ) The effective income tax rate differs from the federal statutory rate as follows: Year Ended December 31, 2023 2022 Federal statutory rate 21.00 % 21.00 % State taxes, net of federal benefit 2.69 % 3.60 % Permanent differences -3.24 % -5.63 % State tax rate change 13.26 % 1.13 % Prior year adjustments -3.07 % -5.34 % Changes in tax rates and other -1.71 % 0.37 % Total 28.93 % 15.13 % Permanent differences for the periods consist primarily of changes in non-deductible gifts, meals and entertainment as well as political contributions. Changes in tax rate are detailed above. The State tax rate change is related to a decrease in apportionable income to the States. Net deferred tax assets and (liabilities) at December 31 consist of: Schedule of Net Deferred Tax Assets and Liabilities December 31, 2023 2022 Net operating losses $ 1,246,963 $ 1,518,394 Various accruals and deferred timing differences 520,170 230,574 Prepaid expenses (68,926 ) (50,227 ) Depreciation (4,033,750 ) (4,418,327 ) Inventory (576,075 ) (720,891 ) Net deferred tax liability $ (2,911,618 ) $ (3,440,477 ) The Company recognizes the tax benefit from uncertain tax positions only if it is more likely than not that the tax positions will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Interest and penalties related to income tax matters are recognized in income tax expense. The Company recognized no uncertain tax positions, or any accrued interest and penalties associated with uncertain tax positions as of December 31, 2023 and 2022. FASB ASC 740 requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is more likely than not. Realization of the future tax benefits is dependent on the Companys ability to generate sufficient taxable income within the carryforward period. Management believes that the Company will generate sufficient taxable income in the timeframe required to utilize existing net operating losses and therefore no valuation allowance has been recognized. As of December 31, 2023, the Company has federal net operating loss carryforward of approximately $ 4,944,891 3,512,997 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 11 – RELATED PARTY TRANSACTIONS The Company provides living accommodations in a residence on the Companys premises, at its convenience, for the Companys chief executive officer (CEO). The CEO provides security and lock-up services and is required to live on premises as a condition of his employment. Over the years the Company has recorded annual expenses less than $12,000, exclusive of depreciation, related to the housing provided for its CEO. The Company engages James Ellis a Board member for consulting services. The amount of this compensation was $9,446 in 2023 and $9,400 in 2022. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12 – COMMITMENTS AND CONTINGENCIES Litigation Operating leases – Vineyard In December 1999 1,500,000 20 In December 2004 727,000 15 In February 2007 11 In July 2008 34 In March 2017 25 Operating Leases – Non-Vineyard In September 2018 three years In January 2018 In February 2020 5 years In March 2021 10 years In February 2022 10 years In May 2022 10 years In January 2023 10 years The following tables provide lease cost and other lease information: Schedule of Lease Cost and Other Lease Information Year Ended December 31, 2023 2022 Lease Cost Operating Lease cost - Vineyards $ 459,128 $ 459,128 Operating Lease cost - Other 879,930 690,924 Short-term lease cost 39,644 37,746 Total Lease Cost $ 1,378,702 $ 1,187,798 Other information Cash paid for amounts included in the measurement of lease liabilities, Operating cash flows from operating leases - Vineyard 456,949 450,026 Operating cash flows from operating leases - Other 836,465 437,091 Weighted-average remaining lease term - Operating leases (in years) 15.78 11.15 Weighted-average discount rate - Operating leases 7.87 % 5.15 % Right-of-use assets obtained in exchange for new operating lease obligations were $ 3,674,710 3,369,363 In 2023, the Company concluded it was reasonably certain it would exercise the available extension options on certain leases as described above. As a result, a remeasurement of the lease liability was completed resulting in an increase to the right-of-use assets and lease liabilities in the amount of $2,979,145, which is included in the $3,674,710 disclosed above for the right-of-use assets obtained in exchange for new operating lease liabilities. As of December 31, 2023, maturities of lease liabilities were as follows: Schedule of Maturities of Lease Liabilities Operating Years Ended December 31, Leases 2024 $ 1,340,543 2025 1,326,705 2026 1,299,824 2027 1,354,008 2028 1,339,747 Thereafter 14,912,964 Total minimal lease payments 21,573,791 Less present value adjustment (9,720,625 ) Operating lease liabilities 11,853,166 Less current lease liabilities (450,452 ) Lease liabilities, net of current portion $ 11,402,714 Grape Purchases The Company has entered into long-term grape purchase agreements with a number of Willamette Valley wine grape growers. With these agreements the Company purchases an annually agreed upon quantity of fruit, at pre-determined prices, within strict quality standards and crop loads. The Company cannot calculate the minimum or maximum payment as such a calculation is dependent in large part on unknowns such as the quantity of fruit needed by the Company and the availability of grapes produced that meet the strict quality standards in any given year. If no grapes are produced that meet the contractual quality levels, the grapes may be refused, and no payment would be due. 5,255,055 2,508,419 2,446,233 1,208,673 |
EMPLOYEE BENEFIT PLAN
EMPLOYEE BENEFIT PLAN | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLAN | NOTE 13 – EMPLOYEE BENEFIT PLAN In February 2006, the Company instituted a 401(k) profit sharing plan (the Plan) covering all eligible employees. Employees who participate may elect to make salary deferral contributions to the Plan up to 100% of the employees eligible payroll subject to annual Internal Revenue Code maximum limitations. The Company may make a discretionary contribution to the entire qualified employee pool, in accordance with the Plan. For the years ended December 31, 2023, and 2022, there were $ 186,636 196,198 |
SALE OF PREFERRED STOCK
SALE OF PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SALE OF PREFERRED STOCK | NOTE 14 – SALE OF PREFERRED STOCK On June 11, 2021, the Company filed with the SEC an additional Prospectus Supplement to the 2020 Form S-3, pursuant to which the Company sold an aggregate of 1,918,939 On July 1, 2022, the Company filed a new shelf Registration Statement on Form S-3 (the July 2022 Form S-3) with the SEC pertaining to the potential future issuance of one or more classes or series of debt, equity, or derivative securities. The maximum aggregate offering amount of securities sold pursuant to the June 2022 Form S-3 is not to exceed $20,000,000. On August 1, 2022 and September 1 2022, the Company filed with the SEC Prospectus Supplements to the July 2022 Form S-3, pursuant to which the Company proposed to offer and sell, on a delayed or continuous basis, up to 213,158 shares of Series A Redeemable Preferred Stock having proceeds not to exceed $1,097,765 and up to 284,995 shares of Series A Redeemable Preferred Stock having proceeds not to exceed $1,467,729, respectively. Each of these Prospectus Supplements established that our shares of preferred stock were to be sold in three offering periods with three separate offering prices beginning with an offering price of $5.15 per share and concluding with an offering of $5.35 per share. On October 3, 2022, the Company filed with the SEC a Prospectus Supplement to the July 2022 Form S-3, pursuant to which the Company proposed to offer and sell, on a delayed or continuous basis, up to 233,564 shares of Series A Redeemable Preferred Stock having proceeds not to exceed $1,226,211. This Prospectus Supplement established that our shares of preferred stock were to be sold in two offering periods with two separate offering prices beginning with an offering price of $5.25 per share and concluding with an offering of $5.35 per share. On November 1, 2022, the Company filed with the SEC a Prospectus Supplement to the July 2022 Form S-3, pursuant to which the Company proposed to offer and sell, on a delayed or continuous basis, up to 344,861 shares of Series A Redeemable Preferred Stock having proceeds not to exceed $1,845,009. This Prospectus Supplement established that our shares of preferred stock were to be sold in one offering period with an offering price of $5.35 per share. Net proceeds of $3,558,807 have been received under these offerings as of December, 31 2023 for the issuance of Preferred Stock. On June 30, 2023, the Company filed with the SEC a Prospectus Supplement to the July 2022 Form S-3, pursuant to which the Company proposed to offer and sell, on a delayed or continuous basis, up to 727,835 shares of Series A Redeemable Preferred Stock having proceeds not to exceed $3,530,000. This Prospectus Supplement established that our shares of preferred stock were to be sold in two offering periods with two separate offering prices beginning with an offering price of $4.85 per share and concluding with an offering of $5.35 per share. On October 27, 2023, the Company filed with the SEC a Prospectus Supplement to the July 2022 Form S-3, pursuant to which the Company proposed to offer and sell, on a delayed or continuous basis, up to 288,659 shares of Series A Redeemable Preferred Stock having proceeds not to exceed $1,400,000. This Prospectus Supplement established that our shares of preferred stock were to be sold in one offering period with an offering price of $5.35 per share. Net proceeds of $3,687,564 have been received under these offering as of December, 31 2023 for the issuance of Preferred Stock. Shareholders have the option to receive dividends as cash or as a gift card for purchasing Company products. The amount of unused dividend gift cards at December 31, 2023 and December 31, 2022 was $ 1,480,138 1,106,970 Dividends accrued but not paid will be added to the liquidation preference of the stock until the dividend is declared and paid. At any time after June 1, 2021, the Company has the option, but not the obligation, to redeem all of the outstanding preferred stock in an amount equal to the original issue price plus accrued but unpaid dividends and a redemption premium equal to 3% of the original issue price. |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 15 – SEGMENT REPORTING The Company has identified two The two segments reflect how the Companys operations are evaluated by senior management and the structure of its internal financial reporting. The Company evaluates performance based on the gross profit of the respective business segments. Selling expenses that can be directly attributable to the segment, including depreciation of segment specific assets, are included, however, centralized selling expenses and general and administrative expenses are not allocated between operating segments. Therefore, net income (loss) information for the respective segments is not available. Discrete financial information related to segment assets, other than segment specific depreciation associated with selling, is not available and that information continues to be aggregated. The following table outlines the sales, cost of sales, gross margin, directly attributable selling expenses, and contribution margin of the segments for the years ended December 31, 2023 and 2022. Sales figures are net of related excise taxes. Schedule of Segment reporting Twelve Months Ended December 31, Direct Sales Distributor Sales Unallocated Total 2023 2022 2023 2022 2023 2022 2023 2022 Sales, net $ 20,518,872 $ 15,732,142 $ 18,617,242 $ 18,201,939 $ - $ - $ 39,136,114 $ 33,934,081 Cost of sales 6,159,109 4,710,457 10,419,877 10,409,528 - - 16,578,986 15,119,985 Gross margin 14,359,763 11,021,685 8,197,365 7,792,411 - - 22,557,128 18,814,096 Selling expenses 14,327,967 10,690,806 2,145,576 2,020,713 1,090,560 928,771 17,564,103 13,640,290 Contribution margin $ 31,796 $ 330,879 $ 6,051,789 $ 5,771,698 Percent of sales 52.4 % 46.4 % 47.6 % 53.6 % General and administrative expenses 6,200,227 5,720,224 6,200,227 5,720,224 Loss from operations $ (1,207,202 ) $ (546,418 ) Direct sales include $ 69,924 97,652 Net direct-to-consumer sales, including bulk wine, miscellaneous sales, and grape sales, represented approximately 52.4% 46.4% Net sales through distributors represented approximately 47.6% 53.6% |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 – SUBSEQUENT EVENTS Subsequent events are events or transactions that occur after the balance sheet date but before financial statements are issued. The Company recognizes in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing the financial statements. The Companys financial statements do not recognize subsequent events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after the balance sheet date and before financial statements are issued. The Company has not identified any material subsequent events. |
SUMMARY OF OPERATIONS, BASIS _2
SUMMARY OF OPERATIONS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Organization and operations | Organization and operations The Company has direct-to-consumer sales and national sales to distributors. These sales channels offer comparable products to customers and utilize similar processes and share resources for production, selling and distribution. Direct-to-consumer sales generate a higher gross profit margin than national sales to distributors due to differentiated pricing between these segments. |
Basis of presentation | Basis of presentation |
Financial instruments and concentrations of risk | Financial instruments and concentrations of risk Cash and cash equivalents are maintained at five financial institutions. Deposits held with these financial institutions may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with a financial institution of reputable credit and therefore bear minimal credit risk. In 2023, sales to one distributor represented approximately 14.5% 17.5% At December 31, 2023, one customer accounted for approximately 27% 27% 14% |
Other comprehensive income | Other comprehensive income |
Cash and cash equivalents | Cash and cash equivalents |
Accounts receivable | Accounts receivable – The Company performs ongoing credit evaluations of its customers and does not require collateral. A reserve is maintained for potential credit losses. The allowance for credit losses is based on an assessment of the collectability of customer accounts. The Company regularly reviews the allowance by considering factors such as historical experience, credit quality, the age of the accounts receivable balances, and current economic conditions that may affect a customers ability to pay. The Company has credit risk associated with uncollateralized trade accounts receivable from all operations totaling $ 2,994,829 as of December 31, 2023, net of the allowance for credit losses. The Company had credit risk associated with uncollateralized trade accounts receivable from all operations totaling $ 4,226,948 3,163,375 |
Inventories | Inventories The cost of finished goods is recognized as cost of sales when the wine product is sold. Finished goods and work-in-process inventories are stated at the lower of first-in, first-out cost or net realizable value by variety. Winemaking and packaging materials are stated at the lower of average cost or net realizable value. Net realizable value is the value of an asset that can be realized upon the sale of the asset, less a reasonable estimate of the costs associated with either the eventual sale or the disposal of the asset in question. In accordance with general practices in the wine industry, wine inventories are generally included in current assets in the accompanying balance sheets, although a portion of such inventories may be aged for more than one year (Note 3). |
Vineyard development costs | Vineyard development costs 2,518,585 2,354,989 Amortization of vineyard development costs are included in capitalized crop costs that in turn are included in inventory costs and ultimately become a component of cost of goods sold. For the years ending December 31, 2023 and 2022, $ 163,596 284,980 |
Property and equipment | Property and equipment 15 30 years 3 15 years Expenditures for repairs and maintenance are charged to operating expense as incurred. Expenditures for additions and betterments are capitalized. When assets are sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is included in operations. |
Review of long-lived assets for impairment | Review of long-lived assets for impairment Recoverability of assets is measured by a comparison of the carrying amount of an asset group to future net undiscounted cash flows expected to be generated by the asset group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company groups its long-lived assets with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (or asset group). This would typically be at the winery level. The Company did not recognize any impairment charges associated with long-lived assets during the years ended December 31, 2023 and 2022. |
Income taxes | Income taxes – The Company had no unrecognized tax benefits as of December 31, 2023 or 2022. The Company recognizes interest assessed by taxing authorities as a component of tax expense. The Company recognizes any penalties assessed by taxing authorities as a component of tax expense. Interest and penalties for the years ended December 31, 2023 and 2022 were not material. A valuation allowance is provided when it is more likely than not that some portion or all the deferred tax assets will not be realized. The Company evaluates the potential realization of its deferred tax assets by assessing its valuation allowance and by adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization included the Companys forecast of future taxable income or loss and available tax planning strategies that could be implemented to realize the net deferred tax assets. Certain intangible assets and liabilities will be deductible for tax purposes and may result in deferred tax assets and liabilities as the benefits are recognized in the Companys tax returns. The Company files U.S. federal income tax returns with the Internal Revenue Service (IRS) as well as income tax returns in Oregon and California. The Company may be subject to examination by the IRS for tax years 2020 through 2023. Additionally, the Company may be subject to examinations by state taxing jurisdictions for tax years 2019 through 2023. The Company is not aware of any current examinations by the IRS or the state taxing authorities. |
Revenue recognition | Revenue recognition – The cost of price promotions and rebates are treated as reductions of revenue. Credit sales are recorded as trade accounts receivable, and no collateral is required. Revenue from items sold through the Companys retail locations is recognized at the time of sale. Net revenue reported herein is shown net of sales allowances and excise taxes. If the conditions for revenue recognition are not met, the Company defers the revenue until all conditions are met. As of December 31, 2023, the Company has recorded deferred revenue in the amount of $ 490,523, which is included in unearned revenue on the balance sheet. As of December 31, 2022, and December 31, 2021, the Company has recorded deferred revenue in the amount of $ 335,431 255,376 1,480,138 as of December 31, 2023. Gift cards that have been issued but not used are also treated as unearned revenue and were $ 1,106,970 682,881 Distributor Sales Segment – The Company has price incentive programs with its distributors to encourage product placement and depletions. Sales are reported net of incentive program expenses. Incentive program payments are made when completed incentive program payment requests are received from the customers. For the year ended December 31, 2023 and 2022, the Company recorded incentive program expenses of $ 1,057,198 1,333,396 54,003 111,398 Estimates are based on historical and projected experience for each type of program or customer and have historically been in line with actual costs incurred. Direct Sales Segment Tasting room sales are recognized as revenue at the point of sale and internet sales are recognized at time of shipment. Hospitality sales, that are paid in advance of the event, are accrued as unearned revenue, and are subsequently recognized as revenue in the period of the event. Wine club sales are made under an agreement with the customer, which specifies the quantity and timing of the wine club shipment. Wine club charges are billed to the customers credit card, at the time of shipment, and revenue is then recognized. The Company periodically sells bulk wine or grapes that either do not meet the Companys quality standards or are in excess of production requirements. These sales are recognized when ownership transfers to the buyer which occurs at the point of shipment. |
Cost of goods sold | Cost of goods sold Administrative support, purchasing, receiving and most other fixed overhead costs are expensed as selling, general and administrative expenses without regard to inventory units. Warehouse and winery production and facilities costs are allocated to inventory units on a per gallon basis during the production of wine, prior to bottling the final product. No further costs are allocated to inventory units after bottling. |
Selling, general and administrative expenses | Selling, general and administrative expenses 393,859 340,427 The Company provides an allowance to distributors for providing sample of products to potential customers. For the years ended December 31, 2023 and 2022, these costs, which are included in selling, general and administrative expenses were, $ 93,272 87,996 |
Shipping and handling costs | Shipping and handling costs 723,787 681,975 |
Excise taxes | Excise taxes – 431,714 312,103 |
Loss per common share after preferred dividends | Loss per common share after preferred dividends – |
Leases | Leases ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. For leases that do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Significant judgment may be required when determining whether a contract contains a lease, the length of the lease term, the allocation of the consideration in a contract between lease and non-lease components, and the determination of the discount rate included in our leases. We review the underlying objective of each contract, the terms of the contract, and consider our current and future business conditions when making these judgments. |
Recently adopted accounting pronouncements | Recently adopted accounting pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and in May 2019 issued ASU 2019-05, Credit Losses (Topic 326): Targeted Transition Relief (collectively referred to as Topic 326). Topic 326 requires the measurement of all expected credit losses for financial assets held at the reporting date based on all relevant information, such as historical experience, current conditions, and reasonable and supportable forecasts that could impact the collectability of the amounts. The Company adopted Topic 326 effective January 1, 2023, using the modified retrospective approach. No cumulative effect adjustment was required to opening retained earnings. The Company measures expected credit losses of financial assets based on historical loss and other information available to management. These expected credit losses are recorded to an allowance for credit losses valuation account that is deducted from accounts receivable to present the net amount expected to be collected on the financial assets in the balance sheet. As of December 31, 2023, no change to allowance for credit losses was deemed necessary. Recently issued accounting pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The expanded annual disclosures are effective for our year ending December 31, 2024, and the expanded interim disclosures are effective in 2025 and will be applied retrospectively to all prior periods presented. The Company is currently evaluating the impact that ASU 2023-07 will have on our consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires, among other things, additional disclosures primarily related to the income tax rate reconciliation and income taxes paid. The expanded annual disclosures are effective for our year ending December 31, 2025. The Company is currently evaluating the impact that ASU 2023-09 will have on our consolidated financial statements and whether we will apply the standard prospectively or retrospectively. |
ACCOUNTS RECEIVABLE, NET (Table
ACCOUNTS RECEIVABLE, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Credit Loss [Abstract] | |
Schedule of Changes in Allowance for Credit Losses | Changes in the allowance for credit losses are as follows: Schedule of Changes in Allowance for Credit Losses Year ended December 31, 2023 2022 Beginning of year $ 10,000 $ 10,000 Charged to costs and expenses - - Write-offs, net of recoveries - - End of year $ 10,000 $ 10,000 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventory consists of the following at December 31, 2023 and 2022: Schedule of Inventories December 31, December 31, 2023 2022 Winemaking and packaging materials $ 1,113,170 $ 1,162,850 Work-in-process (costs relating to unprocessed and/or unbottled wine products) 15,952,118 12,047,579 Finished goods (bottled wine and related products) 11,249,491 8,991,070 Total inventories $ 28,314,779 $ 22,201,499 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment consists of the following at December 31, 2023 and 2022: Schedule of Property and Equipment, Net December 31, December 31, 2023 2022 Construction in progress $ 639,840 $ 2,037,128 Land, improvements and other buildings 14,491,827 14,491,827 Winery buildings and tasting rooms 43,991,586 40,806,365 Equipment 20,103,535 18,805,695 Property and equipment, gross 79,226,788 76,141,015 Accumulated depreciation (25,857,151 ) (22,593,770 ) Property and equipment, net $ 53,369,637 $ 53,547,245 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of the following at December 31, 2023 and 2022: Schedule of Long-term Debt December 31, 2023 2022 AgWest Loan #4 $ 829,386 $ 972,941 AgWest Loan #5 3,736,324 4,089,713 AgWest loan #6 3,024,949 2,000,000 Long-Term Debt, Gross 7,590,659 7,062,654 Debt issuance costs (105,989 ) (119,237 ) Current portion of long-term debt (522,798 ) (496,970 ) Long-Term Debt $ 6,961,872 $ 6,446,447 |
Schedule of Future Minimum Principal Payment for Long-Term Debt Maturities | Future minimum principal payments of long-term debt are as follows for the years ending December 31: Schedule of Future Minimum Principal Payment for Long-Term Debt Maturities 2024 522,798 2025 3,574,920 2026 578,559 2027 608,636 2028 640,299 Thereafter 1,665,447 Total $ 7,590,659 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision | The provision for income taxes consists of: Schedule of Income Tax Provision Year Ended December 31, 2023 2022 Current tax expense: Federal $ 4,296 $ 34,120 State 36,702 2,263 Current tax expense 40,998 36,383 Deferred tax benefit: Federal (425,065 ) (121,662 ) State (103,794 ) (34,367 ) Deferred tax benefit (528,859 ) (156,029 ) Total $ (487,861 ) $ (119,646 ) |
The effective income tax rate differs from the federal statutory rate as follows: | The effective income tax rate differs from the federal statutory rate as follows: Year Ended December 31, 2023 2022 Federal statutory rate 21.00 % 21.00 % State taxes, net of federal benefit 2.69 % 3.60 % Permanent differences -3.24 % -5.63 % State tax rate change 13.26 % 1.13 % Prior year adjustments -3.07 % -5.34 % Changes in tax rates and other -1.71 % 0.37 % Total 28.93 % 15.13 % |
Schedule of Net Deferred Tax Assets and Liabilities | Net deferred tax assets and (liabilities) at December 31 consist of: Schedule of Net Deferred Tax Assets and Liabilities December 31, 2023 2022 Net operating losses $ 1,246,963 $ 1,518,394 Various accruals and deferred timing differences 520,170 230,574 Prepaid expenses (68,926 ) (50,227 ) Depreciation (4,033,750 ) (4,418,327 ) Inventory (576,075 ) (720,891 ) Net deferred tax liability $ (2,911,618 ) $ (3,440,477 ) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Lease Cost and Other Lease Information | The following tables provide lease cost and other lease information: Schedule of Lease Cost and Other Lease Information Year Ended December 31, 2023 2022 Lease Cost Operating Lease cost - Vineyards $ 459,128 $ 459,128 Operating Lease cost - Other 879,930 690,924 Short-term lease cost 39,644 37,746 Total Lease Cost $ 1,378,702 $ 1,187,798 Other information Cash paid for amounts included in the measurement of lease liabilities, Operating cash flows from operating leases - Vineyard 456,949 450,026 Operating cash flows from operating leases - Other 836,465 437,091 Weighted-average remaining lease term - Operating leases (in years) 15.78 11.15 Weighted-average discount rate - Operating leases 7.87 % 5.15 % |
Schedule of Maturities of Lease Liabilities | As of December 31, 2023, maturities of lease liabilities were as follows: Schedule of Maturities of Lease Liabilities Operating Years Ended December 31, Leases 2024 $ 1,340,543 2025 1,326,705 2026 1,299,824 2027 1,354,008 2028 1,339,747 Thereafter 14,912,964 Total minimal lease payments 21,573,791 Less present value adjustment (9,720,625 ) Operating lease liabilities 11,853,166 Less current lease liabilities (450,452 ) Lease liabilities, net of current portion $ 11,402,714 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment reporting | The following table outlines the sales, cost of sales, gross margin, directly attributable selling expenses, and contribution margin of the segments for the years ended December 31, 2023 and 2022. Sales figures are net of related excise taxes. Schedule of Segment reporting Twelve Months Ended December 31, Direct Sales Distributor Sales Unallocated Total 2023 2022 2023 2022 2023 2022 2023 2022 Sales, net $ 20,518,872 $ 15,732,142 $ 18,617,242 $ 18,201,939 $ - $ - $ 39,136,114 $ 33,934,081 Cost of sales 6,159,109 4,710,457 10,419,877 10,409,528 - - 16,578,986 15,119,985 Gross margin 14,359,763 11,021,685 8,197,365 7,792,411 - - 22,557,128 18,814,096 Selling expenses 14,327,967 10,690,806 2,145,576 2,020,713 1,090,560 928,771 17,564,103 13,640,290 Contribution margin $ 31,796 $ 330,879 $ 6,051,789 $ 5,771,698 Percent of sales 52.4 % 46.4 % 47.6 % 53.6 % General and administrative expenses 6,200,227 5,720,224 6,200,227 5,720,224 Loss from operations $ (1,207,202 ) $ (546,418 ) |
SUMMARY OF OPERATIONS, BASIS _3
SUMMARY OF OPERATIONS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | |||
Accounts Receivable, after Allowance for Credit Loss, Current | $ 2,994,829 | $ 4,226,948 | $ 3,163,375 |
[custom:AmortizationOfVineyardDevelopmentCost] | 2,518,585 | ||
[custom:AmortizationOfVineyardDevelopmentCosts] | 2,354,989 | ||
Accumulated Amortization of Other Deferred Costs | 163,596 | 284,980 | |
Deferred Revenue | 490,523 | 335,431 | 255,376 |
Gift Card Liability | 1,480,138 | 1,106,970 | $ 682,881 |
Incentive Fee Expense | 1,057,198 | 1,333,396 | |
Customer Loyalty Program Liability, Current | 54,003 | 111,398 | |
Advertising Expense | 393,859 | 340,427 | |
Selling, General and Administrative Expense | 6,200,227 | 5,720,224 | |
Excise and Sales Taxes | 431,714 | 312,103 | |
Sample Product [Member] | |||
Product Information [Line Items] | |||
Selling, General and Administrative Expense | 93,272 | 87,996 | |
Shipping and Handling [Member] | |||
Product Information [Line Items] | |||
Selling, General and Administrative Expense | $ 723,787 | $ 681,975 | |
Land Improvements [Member] | Minimum [Member] | |||
Product Information [Line Items] | |||
Property, Plant and Equipment, Useful Life | 15 years | ||
Land Improvements [Member] | Maximum [Member] | |||
Product Information [Line Items] | |||
Property, Plant and Equipment, Useful Life | 30 years | ||
Equipment [Member] | Minimum [Member] | |||
Product Information [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Equipment [Member] | Maximum [Member] | |||
Product Information [Line Items] | |||
Property, Plant and Equipment, Useful Life | 15 years | ||
Revenue Benchmark [Member] | Distributor [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 14.50% | 17.50% | |
Accounts Receivable [Member] | Customer One Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 27% | 27% | |
Accounts Receivable [Member] | Customer Two Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 14% |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Credit Loss [Abstract] | ||
Beginning of year | $ 10,000 | $ 10,000 |
Charged to costs and expenses | ||
Write-offs, net of recoveries | ||
End of year | $ 10,000 | $ 10,000 |
ACCOUNTS RECEIVABLE, NET (Detai
ACCOUNTS RECEIVABLE, NET (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Credit Loss [Abstract] | |||
Accounts Receivable, Allowance for Credit Loss | $ 10,000 | $ 10,000 | $ 10,000 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Winemaking and packaging materials | $ 1,113,170 | $ 1,162,850 |
Work-in-process (costs relating to unprocessed and/or unbottled wine products) | 15,952,118 | 12,047,579 |
Finished goods (bottled wine and related products) | 11,249,491 | 8,991,070 |
Total inventories | $ 28,314,779 | $ 22,201,499 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Abstract] | ||
Construction in progress | $ 639,840 | $ 2,037,128 |
Land, improvements and other buildings | 14,491,827 | 14,491,827 |
Winery buildings and tasting rooms | 43,991,586 | 40,806,365 |
Equipment | 20,103,535 | 18,805,695 |
Property and equipment, gross | 79,226,788 | 76,141,015 |
Accumulated depreciation | (25,857,151) | (22,593,770) |
Property and equipment, net | $ 53,369,637 | $ 53,547,245 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 3,263,381 | $ 2,030,921 |
LINE OF CREDIT FACILITY (Detail
LINE OF CREDIT FACILITY (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2006 | |
Line Of Credit Facility | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,000,000 | ||
Line of Credit Facility, Interest Rate Description | interest at prime less 0.5%, with a floor of 3.25% | ||
Line of Credit Facility, Fair Value of Amount Outstanding | $ 166,617 | $ 2,684,982 |
LONG TERM DEBT (Details)
LONG TERM DEBT (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Long-Term Debt, Gross | $ 7,590,659 | $ 7,062,654 |
Debt issuance costs | (105,989) | (119,237) |
Current portion of long-term debt | (522,798) | (496,970) |
Long-Term Debt | 6,961,872 | 6,446,447 |
Ag West Loan 4 [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Long-Term Debt, Gross | 829,386 | 972,941 |
Ag West Loan 5 [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Long-Term Debt, Gross | 3,736,324 | 4,089,713 |
Ag West Loan 6 [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Long-Term Debt, Gross | $ 3,024,949 | $ 2,000,000 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Notes Payable, Current | $ 1,100,735 | $ 1,201,038 |
LONG TERM DEBT (Details 2)
LONG TERM DEBT (Details 2) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
2024 | $ 522,798 | |
2025 | 3,574,920 | |
2026 | 578,559 | |
2027 | 608,636 | |
2028 | 640,299 | |
Thereafter | 1,665,447 | |
Total | $ 7,590,659 | $ 7,062,654 |
LONG-TERM DEBT (Details Narrati
LONG-TERM DEBT (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Long-Term Debt, Gross | $ 7,590,659 | $ 7,062,654 |
Debt, Weighted Average Interest Rate | 6.19% | 5.57% |
Ag West Loan 4 [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Long-Term Debt, Gross | $ 829,386 | $ 972,941 |
Debt Instrument, Interest Rate, Stated Percentage | 4.75% | |
Ag West Loan 5 [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Long-Term Debt, Gross | $ 3,736,324 | 4,089,713 |
Debt Instrument, Interest Rate, Stated Percentage | 5.21% | |
Ag West Loan 6 [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Long-Term Debt, Gross | $ 3,024,949 | $ 2,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | 7.80% | 6.50% |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Equity [Abstract] | ||
Common Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Preferred Stock, Liquidation Preference Per Share | $ 4.15 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current tax expense: | ||
Federal | $ 4,296 | $ 34,120 |
State | 36,702 | 2,263 |
Current tax expense | 40,998 | 36,383 |
Deferred tax benefit: | ||
Federal | (425,065) | (121,662) |
State | (103,794) | (34,367) |
Deferred tax benefit | (528,859) | (156,029) |
Total | $ (487,861) | $ (119,646) |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 21% | 21% |
State taxes, net of federal benefit | 2.69% | 3.60% |
Permanent differences | (3.24%) | (5.63%) |
State tax rate change | 13.26% | 1.13% |
Prior year adjustments | (3.07%) | (5.34%) |
Changes in tax rates and other | (1.71%) | 0.37% |
Total | 28.93% | 15.13% |
INCOME TAXES (Details 3)
INCOME TAXES (Details 3) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating losses | $ 1,246,963 | $ 1,518,394 |
Various accruals and deferred timing differences | 520,170 | 230,574 |
Prepaid expenses | (68,926) | (50,227) |
Depreciation | (4,033,750) | (4,418,327) |
Inventory | (576,075) | (720,891) |
Net deferred tax liability | $ (2,911,618) | $ (3,440,477) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | Dec. 31, 2023 USD ($) |
Domestic Tax Authority [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 4,944,891 |
State and Local Jurisdiction [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 3,512,997 |
LEASES (Details)
LEASES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating Lease cost - Vineyards | $ 459,128 | $ 459,128 |
Operating Lease cost - Other | 879,930 | 690,924 |
Short-term lease cost | 39,644 | 37,746 |
Total Lease Cost | 1,378,702 | 1,187,798 |
Operating cash flows from operating leases - Vineyard | 456,949 | 450,026 |
Operating cash flows from operating leases - Other | $ 836,465 | $ 437,091 |
Operating Lease, Weighted Average Remaining Lease Term | 15 years 9 months 11 days | 11 years 1 month 24 days |
Operating Lease, Weighted Average Discount Rate, Percent | 7.87% | 5.15% |
LEASES (Details 2)
LEASES (Details 2) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
2024 | $ 1,340,543 | |
2025 | 1,326,705 | |
2026 | 1,299,824 | |
2027 | 1,354,008 | |
2028 | 1,339,747 | |
Thereafter | 14,912,964 | |
Total minimal lease payments | 21,573,791 | |
Less present value adjustment | (9,720,625) | |
Operating lease liabilities | 11,853,166 | |
Less current lease liabilities | (450,452) | $ (768,818) |
Lease liabilities, net of current portion | $ 11,402,714 | $ 8,506,830 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||
Jan. 31, 2023 | May 31, 2022 | Feb. 28, 2022 | Mar. 31, 2021 | Feb. 29, 2020 | Dec. 31, 2018 | Jan. 31, 2018 | Mar. 31, 2017 | Jul. 31, 2008 | Feb. 28, 2007 | Dec. 31, 2004 | Dec. 31, 1999 | Dec. 31, 2023 | Dec. 31, 2022 | |
Long-Term Purchase Commitment [Line Items] | ||||||||||||||
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 3,674,710 | $ 3,369,363 | ||||||||||||
Property, Plant and Equipment, Gross | 79,226,788 | 76,141,015 | ||||||||||||
Grape Purchase Agreement [Member] | ||||||||||||||
Long-Term Purchase Commitment [Line Items] | ||||||||||||||
Property, Plant and Equipment, Additions | 5,255,055 | 2,508,419 | ||||||||||||
Property, Plant and Equipment, Gross | $ 2,446,233 | $ 1,208,673 | ||||||||||||
Grape Purchase Agreement [Member] | Purchase Provision Terms [Member] | ||||||||||||||
Long-Term Purchase Commitment [Line Items] | ||||||||||||||
Long-Term Purchase Commitment, Description | The Company has entered into long-term grape purchase agreements with a number of Willamette Valley wine grape growers. With these agreements the Company purchases an annually agreed upon quantity of fruit, at pre-determined prices, within strict quality standards and crop loads. The Company cannot calculate the minimum or maximum payment as such a calculation is dependent in large part on unknowns such as the quantity of fruit needed by the Company and the availability of grapes produced that meet the strict quality standards in any given year. If no grapes are produced that meet the contractual quality levels, the grapes may be refused, and no payment would be due. | |||||||||||||
Tualatin Vineyards [Member] | ||||||||||||||
Long-Term Purchase Commitment [Line Items] | ||||||||||||||
Sale Leaseback Transaction, Description of Asset(s) | In December 2004, under a sale-leaseback agreement, the Company sold approximately 75 acres of the Tualatin Vineyards property with a net book value of approximately $551,000 for approximately $727,000 cash and entered into a 15-year operating lease agreement, with three five-year extension options, for the vineyard portion of the property. The first two five year extension has been exercised. The lease contains a formula-based escalation provision with a maximum increase of 4% every three years. This property is referred to as the Meadowview Vineyard and includes approximately 49 acres of producing vineyards. | In December 1999, under a sale-leaseback agreement, the Company sold approximately 79 acres of the Tualatin Vineyards property with a net book value of approximately $1,000,000 for approximately $1,500,000 cash and entered into a 20-year operating lease agreement, with three five-year extension options, and contains an escalation provision of 2.5% per year. The Company extended the lease in January 2019 until January 2025. This property is referred to as the Peter Michael Vineyard and includes approximately 69 acres of producing vineyards. | ||||||||||||
Sale Leaseback Transaction, Date | December 2004 | December 1999 | ||||||||||||
Sale Leaseback Transaction, Historical Cost | $ 727,000 | $ 1,500,000 | ||||||||||||
Sale Leaseback Transaction, Lease Period | 15 years | 20 years | ||||||||||||
Elton Vineyards [Member] | ||||||||||||||
Long-Term Purchase Commitment [Line Items] | ||||||||||||||
Sale Leaseback Transaction, Description of Asset(s) | In February 2007, the Company entered into a lease agreement for 59 acres of vineyard land at Elton Vineyard. In June 2021 the Company entered into a new 11 year lease for this property. The lease contains an escalation provision tied to the CPI not to exceed 2% per annum. This property includes 54 acres of producing vineyards and 2 additional plantable acres. | |||||||||||||
Sale Leaseback Transaction, Date | February 2007 | |||||||||||||
Sale Leaseback Transaction, Lease Period | 11 years | |||||||||||||
Eola Hills [Member] | ||||||||||||||
Long-Term Purchase Commitment [Line Items] | ||||||||||||||
Sale Leaseback Transaction, Description of Asset(s) | In July 2008, the Company entered into a 34-year lease agreement with a property owner in the Eola Hills for approximately 110 acres adjacent to the existing Elton Vineyards site. These 110 acres are being developed into vineyards. Terms of this agreement contain rent increases, that rises as the vineyard is developed, and contains an escalation provision of CPI plus 0.5% per year capped at 4%. This property is referred to as part of Ingram Vineyard and includes 93 acres of producing vineyards and 17 additional plantable acres. | |||||||||||||
Sale Leaseback Transaction, Date | July 2008 | |||||||||||||
Sale Leaseback Transaction, Lease Period | 34 years | |||||||||||||
Dundee [Member] | ||||||||||||||
Long-Term Purchase Commitment [Line Items] | ||||||||||||||
Sale Leaseback Transaction, Description of Asset(s) | In March 2017, the Company entered into a 25-year lease for approximately 17 acres of agricultural land in Dundee, Oregon. This lease contains an annual payment that remains constant throughout the term of the lease. This property is referred to as part of Bernau Estate Vineyard and includes 9 acres of pre-production vineyards. | |||||||||||||
Sale Leaseback Transaction, Date | March 2017 | |||||||||||||
Sale Leaseback Transaction, Lease Terms | 25 | |||||||||||||
McMinnville [Member] | ||||||||||||||
Long-Term Purchase Commitment [Line Items] | ||||||||||||||
Sale Leaseback Transaction, Description of Asset(s) | In September 2018, the Company renewed an existing lease for three years, with two one-year renewal options, for its McMinnville tasting room. In May 2022 the Company amended the lease to extend the lease to August 2025 with one three year renewal option and defined payments over the term of the lease. | |||||||||||||
Sale Leaseback Transaction, Date | September 2018 | |||||||||||||
Sale Leaseback Transaction, Lease Period | 3 years | |||||||||||||
Maison Bleue [Member] | ||||||||||||||
Long-Term Purchase Commitment [Line Items] | ||||||||||||||
Sale Leaseback Transaction, Description of Asset(s) | In January 2018, the Company assumed a lease, through December 2022, for its Maison Bleue tasting room in Walla Walla, Washington. In January 2023, the Company entered into a new lease to December 2027 with one five year renewal option, and defined payments over the term of the lease. For right of use asset and liability calculations the Company has not included the renewal option. | |||||||||||||
Sale Leaseback Transaction, Date | January 2018 | |||||||||||||
Willamette Wineworks [Member] | ||||||||||||||
Long-Term Purchase Commitment [Line Items] | ||||||||||||||
Sale Leaseback Transaction, Description of Asset(s) | In February 2020, the Company entered into a lease for 5 years, with three five-year renewal options for a retail wine facility in Folsom, California, referred to as Willamette Wineworks. The lease contains an escalation provision tied to the CPI not to exceed 3% per annum with increases not allowed in any year being carried forward to the following years. For right of use asset and liability calculations the Company has concluded it is reasonably certain to extend available options through February 2040. | |||||||||||||
Sale Leaseback Transaction, Date | February 2020 | |||||||||||||
Sale Leaseback Transaction, Lease Period | 5 years | |||||||||||||
Retail Wine Facility [Member] | ||||||||||||||
Long-Term Purchase Commitment [Line Items] | ||||||||||||||
Sale Leaseback Transaction, Description of Asset(s) | In January 2023, the Company entered into a lease for 10 years, with three five-year renewal options for a retail wine facility in Bend, Oregon. The lease defines the payments over the term of the lease. For right of use asset and liability calculations the Company has assumed it will operate in this location for 10 years. | In May 2022, the Company entered into a lease for 10 years, with two five-year renewal options for a retail wine facility in Happy Valley, Oregon. The lease defines the payments over the term of the lease and option periods. For right of use asset and liability calculations the Company has concluded it is reasonably certain to extend available options through May 2042. | In February 2022, the Company entered into a lease for 10 years, with three five-year renewal options for a retail wine facility in Lake Oswego, Oregon. The lease defines the payments over the term of the lease and option periods. For right of use asset and liability calculations the Company has concluded it is reasonably certain to extend available options through January 2042. | In March 2021, the Company entered into a lease for 10 years, with two five-year renewal options for a retail wine facility in Vancouver, Washington. The lease defines the payments over the term of the lease and option periods. For right of use asset and liability calculations the Company has concluded it is reasonably certain to extend available options through August 2041. | ||||||||||
Sale Leaseback Transaction, Date | January 2023 | May 2022 | February 2022 | March 2021 | ||||||||||
Sale Leaseback Transaction, Lease Period | 10 years | 10 years | 10 years | 10 years |
EMPLOYEE BENEFIT PLAN (Details
EMPLOYEE BENEFIT PLAN (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 186,636 | $ 196,198 |
SALE OF PREFERRED STOCK (Detail
SALE OF PREFERRED STOCK (Details Narrative) - USD ($) | 12 Months Ended | |||
Jun. 11, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Gift Card Liability | $ 1,480,138 | $ 1,106,970 | $ 682,881 | |
Redeemable Preferred Stock | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 1,918,939 | 861,167 | 1,662,127 |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Sales, net | $ 39,136,114 | $ 33,934,081 |
Cost of sales | 16,578,986 | 15,119,985 |
Gross margin | 22,557,128 | 18,814,096 |
Selling expenses | 17,564,103 | 13,640,290 |
General and administrative expenses | 6,200,227 | 5,720,224 |
Loss from operations | (1,207,202) | (546,418) |
Direct Sales [Member] | ||
Segment Reporting Information [Line Items] | ||
Sales, net | 20,518,872 | 15,732,142 |
Cost of sales | 6,159,109 | 4,710,457 |
Gross margin | 14,359,763 | 11,021,685 |
Selling expenses | 14,327,967 | 10,690,806 |
Contribution margin | $ 31,796 | $ 330,879 |
Percent of sales | 52.40% | 46.40% |
Distributor Sales [Member] | ||
Segment Reporting Information [Line Items] | ||
Sales, net | $ 18,617,242 | $ 18,201,939 |
Cost of sales | 10,419,877 | 10,409,528 |
Gross margin | 8,197,365 | 7,792,411 |
Selling expenses | 2,145,576 | 2,020,713 |
Contribution margin | $ 6,051,789 | $ 5,771,698 |
Percent of sales | 47.60% | 53.60% |
Unallocated [Member] | ||
Segment Reporting Information [Line Items] | ||
Sales, net | ||
Cost of sales | ||
Gross margin | ||
Selling expenses | 1,090,560 | 928,771 |
General and administrative expenses | $ 6,200,227 | $ 5,720,224 |
SEGMENT REPORTING (Details Narr
SEGMENT REPORTING (Details Narrative) | 12 Months Ended | |
Dec. 31, 2023 USD ($) Number | Dec. 31, 2022 USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of Operating Segments | Number | 2 | |
Revenues | $ 39,136,114 | $ 33,934,081 |
Direct Sales [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | $ 20,518,872 | $ 15,732,142 |
Concentration Risk, Percentage | 52.40% | 46.40% |
Direct Sales [Member] | Bulk Wine And Grape [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | $ 69,924 | $ 97,652 |
Concentration Risk, Percentage | 52.40% | 46.40% |
Distributor Sales [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | $ 18,617,242 | $ 18,201,939 |
Concentration Risk, Percentage | 47.60% | 53.60% |
Distributor Sales [Member] | Bulk Wine And Grape [Member] | ||
Segment Reporting Information [Line Items] | ||
Concentration Risk, Percentage | 47.60% | 53.60% |