Willamette Valley Vineyards(WVVI)
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Willamette Valley Vineyards(WVVI) - 2020 Q1 - Quarterly Report
2020-05-13 21:03
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q o QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES For the quarterly period ended March 31, 2020 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT Commission File Number 000-21522 WILLAMETTE VALLEY VINEYARDS, INC. (Exact name of registrant as specified in charter) Oregon 93-0981021 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identificati ...
Willamette Valley Vineyards(WVVI) - 2019 Q4 - Annual Report
2020-03-11 21:24
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WILLAMETTE VALLEY VINEYARDS, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ ...
Willamette Valley Vineyards(WVVI) - 2019 Q3 - Quarterly Report
2019-11-13 21:20
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Commission File Number 000-21522 8800 Enchanted Way, S.E., Turner, Oregon 97392 (Address of principal executive offices) (Zi ...
Willamette Valley Vineyards(WVVI) - 2019 Q2 - Quarterly Report
2019-08-14 20:02
Part I - Financial Information [Financial Statements](index=4&type=section&id=Item%201%20-%20Financial%20Statements) The unaudited interim financial statements show increased assets due to a new lease standard but significantly decreased net income [Balance Sheets](index=4&type=section&id=Balance%20Sheets) Total assets grew to $65.4 million, driven by the adoption of a new lease accounting standard which also increased liabilities Balance Sheet Summary (Unaudited) | Metric | June 30, 2019 | December 31, 2018 | | :--- | :--- | :--- | | **Total Current Assets** | $26,760,191 | $28,634,329 | | **Total Assets** | $65,354,516 | $61,482,536 | | **Total Current Liabilities** | $3,921,289 | $5,395,262 | | **Total Liabilities** | $17,007,861 | $13,922,268 | | **Total Shareholders' Equity** | $48,346,655 | $47,560,268 | - The company adopted a new lease accounting standard (ASU 2016-02) on January 1, 2019, resulting in the recognition of approximately **$5.0 million in right-of-use assets** and corresponding lease liabilities on the balance sheet[8](index=8&type=chunk)[10](index=10&type=chunk)[22](index=22&type=chunk) [Statements of Operations](index=5&type=section&id=Statements%20of%20Operations) Net income for Q2 and the first six months of 2019 declined significantly due to lower gross profit and higher operating expenses Key Operating Results (Unaudited) | Metric | Q2 2019 | Q2 2018 | Six Months 2019 | Six Months 2018 | | :--- | :--- | :--- | :--- | :--- | | **Sales, Net** | $5,790,837 | $5,821,292 | $10,789,623 | $10,353,911 | | **Gross Profit** | $3,498,358 | $3,722,106 | $6,778,994 | $6,612,350 | | **Income from Operations** | $596,431 | $1,178,905 | $1,160,869 | $1,651,249 | | **Net Income** | $359,911 | $803,255 | $786,387 | $1,133,710 | | **Income per Common Share** | $0.02 | $0.11 | $0.06 | $0.13 | [Statements of Shareholders' Equity](index=6&type=section&id=Statements%20of%20Shareholders'%20Equity) Shareholders' equity increased to $48.3 million, primarily driven by net income partially offset by preferred stock dividends - For the six months ended June 30, 2019, retained earnings increased by $273,483, reflecting **net income of $786,387** less preferred stock dividends of $512,904[14](index=14&type=chunk)[16](index=16&type=chunk) [Statements of Cash Flows](index=7&type=section&id=Statements%20of%20Cash%20Flows) Positive operating cash flow was offset by investing and financing activities, resulting in a $1.5 million net decrease in cash Cash Flow Summary (Six Months Ended June 30) | Cash Flow Activity | 2019 | 2018 | | :--- | :--- | :--- | | **Net cash from operating activities** | $513,213 | $47,067 | | **Net cash from investing activities** | ($1,620,884) | ($3,002,919) | | **Net cash from financing activities** | ($383,154) | $178,321 | | **Net change in cash** | ($1,490,825) | ($2,777,531) | | **Cash at end of period** | $8,246,642 | $10,998,726 | [Notes to Unaudited Interim Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Interim%20Financial%20Statements) Notes detail the material impact of a new lease standard, segment performance, and outstanding long-term debt agreements - The company adopted ASU 2016-02 (Leases) on January 1, 2019, recognizing a **right-of-use asset of approximately $5.0 million**, which had a material impact on the Balance Sheet[22](index=22&type=chunk)[42](index=42&type=chunk) - The company operates two segments: Direct Sales and Distributor Sales, which accounted for **37.8% and 62.2% of total sales**, respectively, for the first six months of 2019[34](index=34&type=chunk)[37](index=37&type=chunk) - As of June 30, 2019, the company had two long-term debt agreements with Farm Credit Services with an aggregate outstanding balance of **$6,616,111**[30](index=30&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=14&type=section&id=Item%202%20-%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses a 55.2% drop in Q2 net income due to lower gross profit and higher SG&A, despite six-month revenue growth [Overview](index=16&type=section&id=Overview) The company is pursuing strategic growth which may impact near-term results, while wine sales and club memberships show growth - The company is positioning for strategic growth, which is expected to **negatively impact near-term financial results** due to costs of accrued preferred stock dividends and development activities[61](index=61&type=chunk) - Direct-to-consumer sales are more profitable than sales through distributors, and **wine club membership grew by 2.8%** to 7,679 members in the first six months of 2019[63](index=63&type=chunk) - Total wine sales **increased by 2.1% to approximately 68,997 cases** for the six months ended June 30, 2019, compared to the same period in 2018[65](index=65&type=chunk) [Results of Operations](index=18&type=section&id=Results%20of%20Operations) Q2 revenue dipped slightly due to a distributor issue, while higher product costs and SG&A expenses drove down net income Q2 2019 vs Q2 2018 Performance | Metric | Q2 2019 | Q2 2018 | Change (%) | | :--- | :--- | :--- | :--- | | **Sales Revenue** | $5,790,837 | $5,821,292 | -0.5% | | **Gross Profit** | $3,498,358 | $3,722,106 | -6.0% | | **SG&A Expense** | $2,901,927 | $2,543,201 | +14.1% | | **Net Income** | $359,911 | $803,255 | -55.2% | - The decrease in Q2 revenue from distributor sales was primarily attributed to a distributor not reordering wine due to **software conversion issues**[82](index=82&type=chunk) - The increase in cost of sales was primarily due to **higher costs associated with the newly released 2017 vintage**[83](index=83&type=chunk) [Liquidity and Capital Resources](index=20&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains a strong liquidity position with $22.8 million in working capital despite a cash decrease from investments - The company had a **working capital balance of $22.8 million** and a cash balance of $8,246,642 as of June 30, 2019[91](index=91&type=chunk) - Cash used in investing activities totaled **$1,620,884** for the first six months of 2019, primarily for property, equipment, and vineyard development[93](index=93&type=chunk) - The company has a **$2,000,000 line of credit** with Umpqua Bank, which had no outstanding balance as of June 30, 2019[95](index=95&type=chunk)[96](index=96&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=20&type=section&id=Item%203%20%E2%80%93%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company is exempt from this disclosure requirement as it qualifies as a smaller reporting company - The company is not required to provide quantitative and qualitative disclosures about market risk because it qualifies as a **smaller reporting company**[100](index=100&type=chunk) [Controls and Procedures](index=20&type=section&id=Item%204%20-%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective, with no material changes to internal controls - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were **effective** as of the end of the reporting period[101](index=101&type=chunk) - **No material changes** to the company's internal control over financial reporting occurred during the quarter ended June 30, 2019[102](index=102&type=chunk) Part II - Other Information [Legal Proceedings](index=20&type=section&id=Item%201%20-%20Legal%20Proceedings) Ongoing legal proceedings are not expected to have a material adverse effect on the company's financial condition - Management believes that any potential liability from ongoing legal proceedings is **not likely to have a material effect** on the company's financial condition or results[103](index=103&type=chunk) [Risk Factors](index=21&type=section&id=Item%201A%20%E2%80%93%20Risk%20Factors) No material changes have been made to the risk factors previously disclosed in the 2018 Annual Report on Form 10-K - The risk factors have **not materially changed** as of June 30, 2019, from those disclosed in the 2018 Annual Report on Form 10-K[105](index=105&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=21&type=section&id=Item%202%20-%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities during the period - None[106](index=106&type=chunk) [Defaults Upon Senior Securities](index=22&type=section&id=Item%203%20-%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities during the period - None[107](index=107&type=chunk) [Mine Safety Disclosures](index=22&type=section&id=Item%204%20%E2%80%93%20Mine%20Safety%20Disclosures) This disclosure requirement is not applicable to the company's operations - Not applicable[108](index=108&type=chunk) [Other Information](index=22&type=section&id=Item%205%20%E2%80%93%20Other%20Information) The company has no other information to report for the period - None[109](index=109&type=chunk) [Exhibits](index=22&type=section&id=Item%206%20%E2%80%93%20Exhibits) This section lists all exhibits filed with the report, including required CEO and CFO certifications - The report includes required certifications from the CEO and CFO (Rule 13a-14(a) and Section 906 of Sarbanes-Oxley) and financial data formatted in XBRL[110](index=110&type=chunk)
Willamette Valley Vineyards(WVVI) - 2019 Q1 - Quarterly Report
2019-05-14 20:25
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT Commission File Number 000-21522 WILLAMETTE VALLEY VINEYARDS, INC. (Exact name of registrant as specified in charter) (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Oregon 93- ...
Willamette Valley Vineyards(WVVI) - 2018 Q4 - Annual Report
2019-03-21 20:03
PART I [Business](index=4&type=section&id=Item%201.%20Business) Willamette Valley Vineyards (WVV) produces premium wines, primarily Pinot Noir, through direct and distributor sales, focusing on brand recognition and direct-to-consumer growth - The company operates through two primary segments: **direct sales**, which includes retail and wine club sales, and **distributor sales**, which involve selling at wholesale rates to third parties[17](index=17&type=chunk) - WVV's brand portfolio includes Willamette Valley Vineyards, Griffin Creek, Tualatin Estate, Pambrun, Maison Bleue, and Elton, with **Pinot Noir** being the flagship varietal[16](index=16&type=chunk)[18](index=18&type=chunk) - The company's strategy focuses on producing **high-quality wines**, achieving **brand recognition**, effective national distribution, and growing its **direct-to-consumer sales base**[39](index=39&type=chunk) Vineyard Acreage Summary | Vineyard Type | Total Acres | Producing Acres | Pre-Production Acres | Plantable Acres | | :--- | :--- | :--- | :--- | :--- | | **Owned** | 599 | 201 | 59 | 149 | | **Leased** | 315 | 169 | 99 | 32 | | **Contracted** | 225 | 225 | - | - | | **Total** | **1,139** | **595** | **158** | **181** | Annual Grape Harvest and Wine Production | Harvest Year | Total Tons Harvested | Cases Produced | | :--- | :--- | :--- | | **2017** | 3,253 | 151,332 | | **2018** | 1,986 | 164,590 | - In 2018, sales to a single distributor accounted for approximately **21.0%** of the company's total revenue, up from **18.2%** in 2017, indicating a significant customer concentration[88](index=88&type=chunk) [Risk Factors](index=14&type=section&id=Item%201A.%20Risk%20Factors) The company faces agricultural, financial, market, and regulatory risks, including intense competition and dependence on distributors - Agricultural risks include diseases, pests like **phylloxera** (present at Tualatin Estate Vineyards), and **adverse weather conditions** like unpredictable rainfall and wildfire smoke, which can impact grape quantity and quality[101](index=101&type=chunk)[102](index=102&type=chunk)[104](index=104&type=chunk) - The company faces **intense competition** from large domestic and foreign wineries that have greater financial, marketing, and distribution resources[110](index=110&type=chunk) - Dependence on **independent distributors** for a substantial portion of revenue presents a risk, as changes in these relationships or distributor consolidation could harm business[112](index=112&type=chunk) - Changes in **consumer spending**, potential declines in demand for **premium wines**, and **increased regulation or excise taxes** on alcoholic beverages could adversely affect financial results[116](index=116&type=chunk)[117](index=117&type=chunk)[118](index=118&type=chunk) - The company's common stock is **thinly traded**, which results in **lower liquidity** for shareholders[122](index=122&type=chunk) [Unresolved Staff Comments](index=20&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - There are **no unresolved staff comments**[131](index=131&type=chunk) [Properties](index=20&type=section&id=Item%202.%20Properties) The company owns or leases 914 acres, with primary production facilities having a combined capacity of 248,000 cases annually - The company owns or leases **914 acres**, of which **370 are productive vineyards** and **339 are pre-productive or suitable for future planting**[132](index=132&type=chunk) - The Estate Winery has a production capacity of up to **220,000 cases** annually, while the Tualatin Estate Winery provides an additional **28,000 cases** of capacity[133](index=133&type=chunk)[134](index=134&type=chunk) [Legal Proceedings](index=20&type=section&id=Item%203.%20Legal%20Proceedings) The company is not a party to any material legal proceedings - There are **no material legal proceedings** pending against the Company[137](index=137&type=chunk) [Mine Safety Disclosures](index=20&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company - **Not applicable**[138](index=138&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=20&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on NASDAQ under 'WVVI', with no common stock dividends paid, but preferred stock dividends were issued - The Company's common stock is traded on the **NASDAQ Capital Market** under the symbol "**WVVI**"[140](index=140&type=chunk) - **No dividends** have been paid on common stock, and none are anticipated in the foreseeable future. A dividend of **$0.22 per share** was paid on Preferred Stock on December 30, 2018[143](index=143&type=chunk)[144](index=144&type=chunk) 2018 Common Stock Price Range | Quarter Ended | High ($) | Low ($) | | :--- | :--- | :--- | | **12/31/2018** | 7.97 | 6.66 | | **9/30/2018** | 8.55 | 7.88 | | **6/30/2018** | 8.55 | 7.85 | | **3/31/2018** | 8.37 | 7.82 | [Selected Financial Data](index=21&type=section&id=Item%206.%20Selected%20Financial%20Data) This section is not required for smaller reporting companies - **Not required**[148](index=148&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Net sales increased 10.7% to $23.1 million in 2018, while net income decreased 4.5% to $2.9 million due to higher tax provisions, despite improved gross margin and strong liquidity Key Financial Results (2018 vs. 2017) | Metric | 2018 | 2017 | Change (%) | | :--- | :--- | :--- | :--- | | **Sales, Net** | $23,079,739 | $20,853,527 | 10.7% | | **Gross Profit** | $14,781,499 | $12,881,851 | 14.7% | | **Income from Operations** | $4,182,715 | $3,636,044 | 15.0% | | **Net Income** | $2,858,580 | $2,993,779 | -4.5% | | **Income per Common Share** | $0.37 | $0.46 | -19.6% | - The decrease in net income was primarily caused by a **138.8% increase** in the provision for income taxes, as the 2017 provision was unusually low due to the one-time effects of the Tax Cuts and Jobs Act[181](index=181&type=chunk) - Total wine case sales increased by **8.7%** to **146,300 cases** in 2018 from **134,600** in 2017, mainly due to increased shipments to distributors[162](index=162&type=chunk)[188](index=188&type=chunk) EBITDA Reconciliation (2018 vs. 2017) | Metric | 2018 | 2017 | | :--- | :--- | :--- | | **Net Income** | $2,858,580 | $2,993,779 | | Depreciation and amortization | $1,692,463 | $1,544,735 | | Interest Expense | $457,689 | $473,608 | | Interest Income | ($26,591) | ($25,257) | | Income tax expense | $1,081,006 | $452,726 | | **EBITDA** | **$6,063,147** | **$5,439,591** | - The company ended 2018 with a working capital balance of **$23.2 million** and cash of **$9.7 million**, with no outstanding borrowings on its **$2.0 million** line of credit[212](index=212&type=chunk)[215](index=215&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=30&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section is not required for smaller reporting companies - **Not required**[221](index=221&type=chunk) [Financial Statements and Supplementary Data](index=30&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited financial statements for 2018 and 2017, including balance sheets, income statements, cash flows, and detailed notes on accounting policies and segment performance [Financial Statements](index=32&type=section&id=Financial%20Statements) Financial statements show asset growth to $61.5 million, liability decrease to $13.9 million, and net income of $2.9 million in 2018 Balance Sheet Summary (as of Dec 31) | Metric | 2018 | 2017 | | :--- | :--- | :--- | | **Total Current Assets** | $28,634,329 | $30,437,992 | | **Total Assets** | $61,482,536 | $59,695,271 | | **Total Current Liabilities** | $5,395,262 | $6,434,883 | | **Total Liabilities** | $13,922,268 | $14,954,262 | | **Total Shareholders' Equity** | $47,560,268 | $44,741,009 | Statement of Income Summary (Year Ended Dec 31) | Metric | 2018 | 2017 | | :--- | :--- | :--- | | **Sales, Net** | $23,079,739 | $20,853,527 | | **Gross Profit** | $14,781,499 | $12,881,851 | | **Income from Operations** | $4,182,715 | $3,636,044 | | **Net Income** | $2,858,580 | $2,993,779 | Statement of Cash Flows Summary (Year Ended Dec 31) | Metric | 2018 | 2017 | | :--- | :--- | :--- | | **Net cash from operating activities** | $2,302,113 | $2,520,927 | | **Net cash from investing activities** | ($5,261,865) | ($3,915,412) | | **Net cash from financing activities** | ($1,079,038) | $9,464,391 | | **Net change in cash** | ($4,038,790) | $8,069,906 | [Notes to Financial Statements](index=36&type=section&id=Notes%20to%20Financial%20Statements) Notes detail accounting policies, financial components like inventories ($16.2 million) and debt ($6.8 million), and segment performance for direct and distributor sales - Inventories totaled **$16.2 million** at year-end 2018, with work-in-process (unbottled wine) at **$8.5 million** and finished goods at **$7.0 million**[289](index=289&type=chunk) - Long-term debt as of December 31, 2018, was **$6.8 million**, primarily with Northwest Farm Credit Services, with maturity dates extending to 2032[295](index=295&type=chunk) - The company has a stock incentive plan, but **no options were outstanding** at the end of 2018[301](index=301&type=chunk)[302](index=302&type=chunk) Segment Performance (Year Ended Dec 31, 2018) | Segment | Sales, net | Gross Margin | Contribution Margin | | :--- | :--- | :--- | :--- | | **Direct Sales** | $9,115,074 | $6,684,926 | $2,429,602 | | **Distributor Sales** | $13,964,665 | $8,096,573 | $5,961,908 | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=49&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes or disagreements with its accountants on financial disclosure - **None reported**[332](index=332&type=chunk) [Controls and Procedures](index=49&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2018 - Management concluded that as of December 31, 2018, the company's disclosure controls and procedures are **effective**[332](index=332&type=chunk) - Management assessed internal control over financial reporting based on the COSO framework and concluded that it was **effective** as of December 31, 2018[335](index=335&type=chunk) [Other Information](index=49&type=section&id=Item%209B.%20Other%20Information) The company reports no other information - **None**[338](index=338&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=50&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section outlines the company's executive leadership, board structure, code of ethics, and independent audit committee composition - Key executive officers are **James W. Bernau** (CEO & President) and **Richard F. Goward Jr.** (CFO)[340](index=340&type=chunk) - The company has a **Code of Ethics** applicable to its principal officers, available on its website[352](index=352&type=chunk) - The Audit Committee consists of **three independent directors**: Craig Smith, Sean Cary, and Stan G. Turel. **Craig Smith** is designated as the 'audit committee financial expert'[353](index=353&type=chunk)[354](index=354&type=chunk) [Executive Compensation](index=53&type=section&id=Item%2011.%20Executive%20Compensation) This section details 2018 executive compensation, including CEO James Bernau's $579,557 total and CFO Richard Goward Jr.'s $150,579 2018 Executive Compensation Summary | Name, Principal Position | Year | Salary | Bonus | Total Compensation | | :--- | :--- | :--- | :--- | :--- | | **James W. Bernau**, President, CEO | 2018 | $265,441 | $265,441 | $579,557 | | **Richard F. Goward Jr.**, CFO | 2018 | $128,944 | $15,315 | $150,579 | - CEO James Bernau's bonus is calculated as a percentage of **pre-tax income**, not to exceed his base salary[357](index=357&type=chunk) - Director compensation includes a **$1,000 yearly stipend**, fees for attending board and committee meetings (**$500 per in-person board meeting**), and a yearly wine allowance[362](index=362&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=54&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) This section details beneficial ownership, with CEO James Bernau holding 8.7% and all directors/officers holding 9.6% of common stock Security Ownership of Major Holders (as of March 21, 2019) | Name / Group | Number of Shares | Percent of Shares | | :--- | :--- | :--- | | **James W. Bernau** | 432,926 | 8.7% | | **Christopher Riccardi** | 385,485 | 7.8% | | **Carl D. Thoma** | 336,189 | 6.8% | | **All Directors and Executive Officers as a group** | 479,003 | 9.6% | [Certain Relationships and Related Transactions, and Director Independence](index=55&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) This section details a related party lease transaction with Elton Vineyards, LLC, and identifies independent directors - The company leases Elton Vineyards from Elton Vineyards, LLC, which is owned by former director Betty O'Brien. In 2018, payments under this lease totaled **$135,749**[368](index=368&type=chunk) - The Board of Directors has determined that **all directors are independent**, with the exception of CEO James W. Bernau and former employee James L. Ellis[371](index=371&type=chunk) [Principal Accounting Fees and Services](index=56&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) This section details fees paid to Moss Adams LLP for audit and tax services, totaling $238,500 in 2018 Accountant Fees (Moss Adams LLP) | Fee Type | 2018 | 2017 | | :--- | :--- | :--- | | **Audit fees** | $167,000 | $141,000 | | **Tax fees** | $71,500 | $38,940 | | **All other fees** | - | - | | **Total** | **$238,500** | **$179,940** | [Exhibits, Financial Statement Schedules](index=57&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all exhibits and financial statement schedules filed with the Form 10-K report - Lists **all financial statements, schedules, and exhibits** filed with the report[376](index=376&type=chunk) - Key exhibits include **corporate governance documents**, **employment agreements** for key executives, and required **CEO/CFO certifications**[379](index=379&type=chunk)