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willamette valley vineyards, inc. (wvvi)

by:JIAHE     2020-07-21
Washington, D. C. Securities and Exchange CommissionC. 20549FORM10-K(MarkOne)
Submit annual reports under sections 13 or 15 (d)
1934 of the Securities Trading Act for the fiscal year ended December 31, 2018☐Transition reports submitted under sections 13 or 15 (d)
The Securities Trading Act of 1934th concerning the file number from _ th to _ th committee: 000-
21522 Willamette Valley vineyard Limited(
The exact name of the registrant specified in the articles of association)Oregon93-0981021(
State or other jurisdiction of company or organization)(I. R. S.
Employee Identification Number)
8800 charming way, S. E.
Turner, or 97392 (
Main executive office address)
The telephone number of the registrant, including the area code :(503)588-
9463 securities registered under section 12 (b)
Series A Redeemable Preferred Stock (Title of class)
Securities registered under section 12th (g)
The act: Common stock (Title of class)
If the registrant is a well, please indicate by check mark
Well-known and experienced issuers as defined in Rule 405 of the Securities Act: Yes☐No indicate by check mark whether the registrant does not need to submit a report under Section 13 or 15 (d)
Securities trading law: Yes☐No indicate by check mark whether the registrant (1)
All reports requested in Section 13 or 15 have been submitted (d)
In Act 1934 of the stock exchange in the past 12 months (
Or in such a short time that the registrant is required to submit such a report), and (2)
I have been bound by this filing requirement for the last 90 days☐Indicate by check mark whether the registrant has submitted its company website electronically, if any, and each interactive data file needs to be submitted and published in accordance with S-Regulation section 405th
12 months before T (
Or in such a short time that the registrant is required to submit and publish such documents)
Yes. ☐1 if the declaration of arrears is disclosed under section 405th of the regulations, please indicate by check mark-
To the knowledge of the registrant, K is not included here, nor is it included in the uncertain proxy or information statement referenced in the second part of this Form 10 --
K or any amendments to this form 10
K:☐Indicate by check mark whether the registrant is a large accelerated file manager, a non-accelerated file manager
A smaller reporting company.
View the definitions of \"large accelerated file manager\", \"accelerated file manager\" and \"small Reporting Company\" in rule 12b
Exchange 2: Big acceleration document☐Accelerated File☐Non
Accelerated File☐Indicate by check mark whether the registrant is a shell company (
Defined as inRule12b-2 of the Act)
Yes. ☐Comprehensive market value of non-held common stock
As of June 30, 2018, theregistrant\'s affiliates were approximately $37,932,314.
As of 21, 2019, the number of outstanding shares of the registrant\'s common stock was 4,964,529 shares.
Documents by referenone2willamettevalley Vineyard Co. FORM10-
The common stock of the KTABLEOF Commons s20item2properties20item3legalounceedings20item4mine safetydissures20partiitem5market forRegistrant, related shareholder matters and equity purchase data 21 items 7 Management Discussion and Analysis of financial status and operational results 21 items 7 quantitative and qualitative disclosure of markets 30 items 8 financial statements and supplementary data 30 certain beneficial owners and managers and executive officers of relevant shareholders and company representative 53 13 identified relationships and related transactions, and 14 principles of director independence accounting fees and servicesFORM 10-
KAs used in this Annual Report on form 10-
K, \"we\", \"our\" and \"Company\" mean the willamit Valley Vineyard CompanyPARTIITEM 1.
Report Form 10-
K, including any information consolidated by reference, including forwarding-
Looking forward to the statement within the meaning of Section 27a of the Securities Act of 1933, which is amended, referred to as the \"securities act\", and Section 21E of the Securities Trading Act of 1934, as amended, it is called \"trading law \".
In some cases, you can identify it forward-
View reports in terms such as \"possible\", \"will\", \"should\", \"expected\", \"plan\", \"intend\", \"forecast\", \"expected, \"Believe\", \"estimate\", \"forecast\", \"potential\", \"Look for\", \"estimate\" or the negative effects of these terms or other similar terms, when used, this means that the statement is forward. looking.
However, not all progress
These words are included in Lookingstatements. Forward-
Forward-looking statements include, but are not limited to, statements regarding our plans, objectives, expectations and intentions, regarding the long term
The long-term prospects for Oregon\'s wine industry growth, for us, are high
Statement of quality grapes and other non-historical facts used for purchase. These forward-
Forward-looking statements do not guarantee future performance involving known and unknown risks, uncertainties and unpredictable situations that may lead to actual results for ourselves or our industry, there are significant differences with future results expressed or implied by these statements.
Therefore, due to various factors, the actual results may differ materially from the expected or expressed in these statements, including the factors listed under Item 1A \"risk factors\" in the table 10 annual reportK.
We urge you to carefully review our disclosures regarding risks and other factors that may affect our business and operations.
We remind you not to rely too much on forward-looking statements, which are made only on the date of this report.
Unless required by law, we do not intend and are not obliged to update any forwarding information to reflect events or circumstances after the date of this report, nor do we intend to reflect the occurrence of an accident.
Business introduction-Willamette Valley vineyard Limited(
\"Company\" or \"WVV \")
Established in May 1988 to produce and sell premium, super top and super premium products
Advanced varieties.
The company was originally a sole proprietorship established in 1983 by winegrower Jim Bernau, Oregon.
The company is headquartered in Tenerife, Oregon, South of the state Capitol building in Salem, Oregon.
The company\'s grapes are made from grapes grown in vineyards owned, leased or contracted by the company and grapes purchased from other nearby vineyards.
Turner winery of wine company after grape picking and fermentation (
\"EstateWinery\" or \"wine \")
The wines are mainly sold according to the company\'s vinegardslabel in the Willamette Valley, but there are also Griffin Creek, tulating estate, Pam Buren, the House of Blou and Elton
The company also owns tualatin Manor vineyards and wineries near Oregon Forest Grove (
\"Tualatin winery \"). Segments-
The company has identified two business units, direct sales and dealer sales, based on their different distribution channels, profit margins and sales strategies.
Direct sales include retail sales in our tasting rooms and remote areas, wine club sales, online sales
In the absence of an intermediary, on-site activities, kitchen and catering sales and other sales are carried out directly to consumers.
Dealer sales include all sales made through a third party where the wholesaler gives the price.
Products-according to its willamit Valley Vineyard label, the company produces and sells 750 ml bottles of wine of the following types: the brand\'s flagship and largest selling variety, pinot noir, in 2018, $24 to $100 per bottle;
Chardonnay, $25 to $45 per bottle;
PinotGris, $17 per bottle;
Pino Blanc, $24 per bottle;
$18 to $24 a bottle of roses;
$55 per bottle;
$14 per bottle (
All bottle prices included here are suggested prices).
The company\'s mission for the brand is to become a major producer of pinot noir in the Pacific Northwest.
According to the label of its tualatin Manor vineyard, the company currently produces and sells 750 ml bottles of wine of the following types: half
$19 a bottle.
The company produces and sells the following 750 ml bottles of wine under the brand grifique: the brand\'s flagship product Syrah, $45 per bottle;
$45 per bottle;
Cabernet Sauvignon, $45 per bottle;
Consult each bottle on organic, $ corruption issues;
Pearl, $45 per bottle; TheGriffin (
Bordeaux style mixture)
$65 per bottle;
$30 per bottle.
The brand\'s mission is to become the highest quality producer of the South noregon Bordeaux and Rhone varieties.
According to Eltonlabel, the company produces and sells 750 ml bottles of wine of the following types: Pinot Noir, $75 per bottle, Chardonnay, $75 per bottle.
The company produces and sells 750 ml bottles of wine of the following types: $65 per bottle;
Merlot, $65 per bottle;
$70 a bottle of red beads.
According to its MaisonBleue label, the company produces and sells the following 750 ml bottles of wine: $65 per bottle;
$50 per bottle;
$40 per bottle.
According to the Oregon wine cellar label, the company produces and sells the following 750 ml bottles of wine: Oregon flower (off-dry rosé)$12 per bottle.
Company holding. S.
Federal and/or Oregon trademark registration of commercial trademark materials, including, but not limited to, willamite Valley Vineyards, BIO-
Oregon landmark winery, Griffin Creek, Griffin, Elton, Willamette, WVV, SIP.
Save, whole cluster, wine cellar in Oregon, flowers in Oregon, Ingram Manor, it\'s willamit, damn, Fuller and Nadomak.
In addition, the company has allowed us to use pan Buren, Pierre Pan Buren and Pino noir.
Market Profile-The number of wineries established by the US wine industry across the country has increased rapidly.
From 2018 to the United StatesS.
According to Statistica, the number of wineries has grown from 6,357 to 9,654, one of the fastest growing sectors in agriculture with an annual growth rate of 5.
During this period there were 8% people. U. S.
According to the Wine Research Institute, the winery increased production in 2016, with production in the last year increasing by 5% over 2015 and producing about 0. 339 billion boxes.
In terms of revenue and sales, the United States is the world\'s largest wine market.
4% of world consumption in 2015, the last year of data. In 2018 U. S.
Wine sales reached $46.
6 billion, wine, grape, 3% increase fromlins. Total U. S.
In 2018, wine shipments reached 0. 408 billion cases, and sales of domestic and imported wines in the United States totaled $70.
According to wine and vines, 5 billion. U. S.
Wine sales have been growing for many years, and in 2017, there were 644,647 locations in the United States selling wine, the last year to get this data, according to Nielsen, in the last 10 years, more than 100,000 locations have been added.
According to the US wine marketing CommissionS.
In 2017, consumers continued to drink alcohol with 40% of American adults, the population. Of U. S.
Wine consumers in 2017 59% werefemale and 41% with 35% consumers drink wine thanonce weekly according to wine marketing.
Domesticwine 66 was recorded. 7% of U. S.
Sales in 2017, according to wine and vines.
The five most popular wines in 2017, according to the Wine Business Monthly, are Chardonnay, Cabernet Sauvignon, red mixed wine, Pinot and Pinot. In 2017,off-
Premise sales account for about 78% of the U. S. market. S.
According to Nielsen, the average market price is $10.
Direct to consumers (DTC)
Sales accounted for less than 2% of U. S. sales. S.
Sales in 2017 increased by 15.
According to the data of Sovos, 5% from 2017 to 2016.
In a 2018 US wine consumer preferences survey conducted by Sonoma State University and the Wine Business Institute, a sample survey of US wine consumers from all 50 states was conducted.
Those who were sampled 50% reported that they drank wine several times a day or a week, making them \"high frequency wine drinkers,\" and 17% reported that they drank wine once a week, 33% of the rest
Respondents showed the reference value of red wine, 69% listed it as one of their favorite wines, 67% listed it as one of their favorite wines, and 40% listed it
Price and brand are the most important decisions.
The reasons for buying wine for household consumption were 80% and 69%, respectively.
Of the 32% people surveyed, the most common purchase price was $11 to $15, while 46% said they paid $50 to $99 a bottle for a special occasion.
Oregon wine industry-Oregon wine is a relatively new wine --
Compared with California and France, the production area.
In 1966, there were only two licensed commercial wineries in Oregon.
According to the University of Oregon Institute of policy (“UOIPR”)
In 2017, this data was available in the last year, with 769 licensed commercial wineries in Oregon, an increase of 6.
From 1% in 2016, 996 acres of wine grape vineyards were planted, up 11 year on year.
7%, 31,008 acres.
The output value of Oregon wine grapes A207 reached US $0. 192 billion, up 14 year on year.
According to UOIPR on 2016, 3%.
The planting area and yield of pinot noir accounted for 58% and 59% respectively.
According to Oregon ipr, Oregon\'s sales in 2017 were estimated to be three.
6 million, from 3.
2016 for 4 million growth the 6%.
In dollar terms, 2017 of case sales were about $0. 551 billion, or $4.
1% more than in 2016.
Due to climate, soil, and other growth conditions, we believe that willamit valeain in western Oregon is ideal for growing quality Pinot Noir, Chardonnay, Pinot Geris and
Pinot Noir, Pinot Griss and chardonnay wines in Oregon have earned an outstanding reputation and won many national and international awards.
Although Oregon contributed only 1% of domestic wine production, it accounted for 21% of domestic wine production, and in 2015, the wine audience scored 90 points or more.
Wine in Oregon does have some drawbacks.
Oregon\'s wines are less well known among consumers around the world, and the total output of Oregon\'s wines is small compared to California and France\'s competitors.
Higher global label awareness and greater production levels offer certain financial, marketing, distribution, and unit cost advantages to Oregon\'s competitors.
In addition, the Willamette Valley in Oregon has unpredictable rainfall patterns in early autumn.
If it\'s obviously higher-
Before the harvest of grapes in autumn, the average rainfall is often greatly reduced, thus affecting the quality of the wine of the year.
Finally, an aphid called the Leaf Bee --
Like insects that feed on vine roots, they are found in several commercial vineyards in Oregon.
Contrary to California\'s experience, the spread of most phyllonphylloxera infections is very slow, causing only minimal damage.
Still, phylloxera does pose a significant risk to Oregon vineyards.
Before the discovery of the yellow leaf Bee in Turner, Oregon, all the grape cultivation of the company\'s sestate vineyard in Turner, Oregon was non-
Residential stock.
In 1997, the company purchased the Tualatin vineyard at the Tualatin winery, which has leaf buds in its location.
At present, all planting is available, and all planting will be available in the future.
A resistant stem in that place.
The company has taken reasonable precautions commercially to prevent phylloxera from entering its Turner website.
Due to these factors, based on the risks and uncertainties identified in this annual report, the company believes that
The long-term growth prospects of the Oregon wine industry are very good.
The Company believes that in the next few years, the growth rate of the Oregon wine industry will exceed the overall growth rate of the domestic wine industry, most of which will be conducive to high-quality, super-quality and super-quality wine producers.
Premium wines such as the company\'s Manor, Elton, Pam Buren, Bulu and Griffin Creek brands.
2017 Oregon Harvest-The Oregon Vineyard and Winery Census report states that sales of Oregon wines increased by 2017 as vineyard production increased.
In 2017, Pinot Noir continued production across the state, accounting for 58% of the planting area and 59% of production.
Overall, the number of wineries increased from 725 in 2016 to 769 in 2017, and Oregon\'s crushing volume increased by 9 tons.
3% to 705. 79 million tons in2016 from 2017 to 771. 7 million tons.
2018 Oregon harvest-as of the date of this report, there is no official data on the 2018 Oregon harvest.
The company is one of the largest wine producers in Oregon, and the company believes its success depends on whether it has the ability :(1)
Grow and buy quality grapes(2)
Taste of grapes, super quality and super qualitypremium wine; (3)
First in Oregon, and then across the country and international, to achieve significant brand recognition of its wines; (4)
Effectively distribute and sell products nationwide; and (5)
Continue to be based on direct sales to consumers.
The company\'s goal is to continue building a reputation for producing some of ofOregon\'s best and most popular productsafter wines.
Based on several highly rated surveys of the United StatesS.
In the wine industry, the company believes that a successful winery has the following four key attributes :(i)
High key production-
Excellent, super and super-
Varieties of high-quality wine; (ii)
Achieve brand positioning and support the high bottle price of high-quality wine; (iii)
Emphasize restaurant sales and establish brand awareness; and (iv)
Develop a strong marketing advantage (
Such as highly visible winery location, successful distribution support and life
Customer service project).
In order to successfully implement this strategy, the company has formed a team of wine professionals and built the winery into a 12,784 square foot venue --of-the-
The art estate, which includes an outdoor production area of 12,500 square feet, is used for the picking, pressing and fermentation of grapes.
The company\'s marketing and sales strategy is to sell its premium, premium and super premiumpremium cork-finished-
Wine sells the company\'s wines in a specific target area through direct sales at the McMinville wine tasting room in McMinville, Oregon, the Blou wine tasting room in varra, through independent distributors and wine brokers.
The company believes the location of the winery next to Interstate 5, Oregon\'s main North
The South Highway has greatly increased direct sales opportunities for consumers.
The Company believes that the location provides high visibility to the winery, thus increasing the visibility of the company\'s products in retail stores and restaurants.
We also believe that the company\'s re-built Hospitality Center at the winery further increased the company\'s direct sales and increased public recognition of its wines.
Remain competitive in high end, super high end and super high end markets
At the high end of the market, the company has started a brand expansion project and is developing a brand and future winery in varavava called Pam Brun and MaisonBleue.
The future winery is expected to produce cabernet and other Bordeaux wines.
A variety of brands under the brand Pam Bruen, as well as Syrah and other Rhone-
Pure beautiful Bleuebrand to participate in the \"super\"
Premium wine market
The company released the wine under the label of Pam Buren, starting in 2015 and starting in 2016.
In addition, the company developed a single vinebrand Brand near Hopewell, Oregon, adjacent to the current location of Elton Vineyards, producing wines under the Elton label.
The brand is expected to mainly produce pinot noir and chardonnay, also in ultra-premium space.
The company recently released wines under the Elton Brand, starting in 2015.
In December 2016, the company purchased about 40 acres of land in the Dundee area of Oregon, and in January 2017 it purchased another 17 acres, adding 3 acres to the property through lots adjustment.
The company is working on a plan for the use and development of the property as a new winery and tasting room called Bernau Estate.
In 2019, the company plans to open a wine tasting and custom blendingfacility under the historic willame Willamette Wineworks in Folsom, California, and to brand Natoma and its other brands
VineyardsThe owns about 914 acres of land, 709 of which are grown as vineyards or suitable for future vineyards.
The vineyards owned and leased by the company go through LIVE (
Low input grape cultivation and wine)And safe salmon.
In full production, the company expects these sites to enable the company to grow about 67% of grapes to meet the current production capacity of the winery of 524,000 gallons (220,000 cases)
In EstateWinery.
The following table shows the planting area of the company:
Production plan-
Plantableharvest208harvestowe owned VineyardsWVV estatewear 606-
41313321 figure Latin estatevineyard 4911-
47209241 Ingram vinyard8662--
247240 Pa mbrun vineyard815-
Luisa vinyad 53--2528-
Rock Vineyard37-5293-
Bernaau Estate2015--
57169 Dayton vinyard 40--391--Sub-
Tal5992059149. 0686671leased vineyardsmeter MichaelVineyard79663-
263386 • airtown Vineyard5954-
23211205 Ingram Vineyard110-9020--Bernaau Estate18-6102--Sub-
Total3151699932158151, 039 ContractedVineyards * Various225225---
4851, 712Total1, 1395951581812051,98 63, 422 * Estimated contract area wvv Manor-established in 1983, the manor vineyard of the company (
\"EstateVineyard \")
Located in southern Salem, the winery is close to Turner, Oregon.
The vineyards of the Manor are designed with delicate sheds called Geneva double curtains.
The company has increased the additional cost of building this grid because it has doubled the number of vines grown in grape clusters and spread these to additional sun exposure and air
The research and practical application of this shed design shows that it should improve grape quality through smaller clusters and berries compared to traditional design.
The company planted 1. It covers an area of 5 acres in 2018.
The company does not intend to plant atWVV Manor in 2019.
Tualatin Estate Vineyard-founded in 1973 in Tualatin winery near fulinggrove, Oregon, the company\'s Tualatin Estate Vineyard is one of the oldest vineyards in Oregon.
The company bought it in 1997.
A series of sales
The leaseback transaction divides the property into two other vineyards, and the company continues to lease and manage the Peter Michael vineyards and meduyu vineyards located near the Tualatin vineyard.
The company has re-planned 2.
It covers an area of 5 acres in 2018 and is not intended to be planted in Tualatin EstateVineyard in 2019.
Ingram Manor and Elton Vineyards-in 2008, the company purchased 86 acres of vineyard cultivation near Hopewell, Oregon.
Adjacent to the purchased land is another 110 acres of leased land, which is also for the development of vineyards.
The Company believes that the site is an ideal place to grow quality pinot noir wines.
The Ingram site is also adjacent to Elton Vineyards, where the company leases 54 acres of established vineyards.
In 2018, the company planted 17 acres of land in the leased Ingram, and in 2019 it was not intended to grow in the Ingram or Elton Vineyards.
Pam Brun vineyard-on 2015, the company purchased 42 acres of land in Varavara Ava, near the town of Milton
Freewater, Oregon
In addition, the company purchased another 45 acres of land in 2017.
The Company believes that this is an ideal place to grow Cabernet and other Bordeaux winesvarietals.
The wine produced from this vineyard was labeled as Pam Brun.
The company planted 4 acres in 2018 and was not intended to grow in 2019.
8 Loeza vineyards-the company chased 62 acres near Galston, Oregon in 2014 for vineyard planting and thought the site was perfect for growing quality grebiano and hebiano
The site is close to TualatinVineyards, which allows the company to develop and operate vineyards using existing staff.
The company planted 11 acresin 2018 and intends to plant 2 acres in 2019.
Luisa vineyard-company Chase 53 acres in Ribbon Ridge
AVA planted the vineyard in 2016 and considered the site suitable for planting ultra-
Quality pinot noir.
The company does not intend to plant the atLouisa vineyard in 2019.
Rock Vineyards-the company purchased about 37 acres in new Oaks District, Milton
Free water titles near Milton
Freewater, Oregon, 2016.
The company planted 5 acres in 2018 and intends to plant 10 acres in 2019.
Grapes from this vineyard will be labeled as \"the House of Blou.
Bernaau monthly mu village-the company purchased about 2017 monthly production of a strong mu in Dundee, Oregon.
In addition, the company added 3 acres through lots Adjustment to add packages.
The company leased 20 acres of land.
The company planted 4.
It covers an area of 5 acres in 2018 and grows 2. It covers an area of 5 acres in 2019.
Dayton vineyard-the company chased 40 acres of land in Dayton, Oregon, in December 2016.
The company did not plan to plant the site in 2019. Grape Vines-
Starting in 1997, the company has started a major effort to improve the quality of its flagship varieties by planting new pinot noir wine clones, which are directly derived from the cool climate-growing areas of Burgundy, instead of in California, winemakers believes the breed has adapted to a warm climate for many years while growing there.
These new French clones, known as the \"Dijon clones\", helped them choose and ship to the United States after the University of Dijon in Burgundy. S.
Government-authorized quarantine sites, as well as wine growers in Oregon.
There were 113, 114, 115, 667, 777, 943, and most popular clones in pinot.
In addition to certain flavor advantages, these clones mature two weeks ago, allowing growers to pick before heavy rain.
Heavy rain can dilute the concentrated fruit flavor and promote a bunch of rot and corruption.
The clones of these Pinot Noir were planted in the Tualatin vineyard.
Resident trootstock and 667 and 777 clones have been grafted on the self of 7 acresrooted, non-phylloxera-
The vines of the company Manor vineyard.
The new clone of chardonnay entered Oregon prior to pinot noir and was planted in the Manor vineyard of the company in phylloxera --
Residential stock.
In 2018, the company planted about 313 tons of grapes in the vineyard.
Tualatin/Peter Michael/MeadowviewVineyards produced a total of 813 tons of grapes in 2018.
Elton and Ingram vineyards produced 283 tons of grapes in 2018.
In 2018, 71 tons of grapes were produced at Beno Manor.
In 2018, 21 tons of grapes were produced by the Pam Brun grape company.
The company meets the remaining grape needs by purchasing grapes from other nearby vineyards at competitive prices.
In 2018, the company chased another 485 tons of grapes from other growers.
The company cannot grow enough grapes to meet the expected production needs, so the company will make up the gap by purchasing grapes.
Signing up to buy grapes is considered an important part of the company for a long time
Long-term growth and riskManagement Plan.
The company is confident that there will be a sufficient number of high-quality grapes available for purchase to meet the company\'s requirements.
In addition, the company will continue to assess the opportunity to purchase property for future vineyards.
Management believes that grapes planted in the company\'s vineyards establish a quality basis through the company\'s planting practices, and the quality of the company\'s wines is based on these.
Wines produced from grapes grown in the company\'s vineyards may be labeled as \"estate bottled\" wines.
These wines are traditionally higher than non-
Bottle of wine in the manor.
Grape cultivation conditions-the Willamette Valley in Oregon is recognized as the preferred place to grow certain high varieties
High quality wine grapes, especially pinot noir, chardonnay and Commander Lei.
The Company believes that the growth conditions of Manor Vineyards, including soil, elevation, slope, rainfall, ocean breeze and sun orientation, are one of the most ideal conditions for planting certain varieties in the United States.
Grape wine.
The grape planting conditions of the Manor vineyard are favorable compared with the grape planting conditions of some famous grape producing areas in France.
Latitude of Western Oregon (42o–46oNorth)
The relationship with the eastern edge of the main ocean is very similar to that of some centuries --
Old wine grape region.
The soil type of EstateVineyard is Jory/Neiman, a dark red-
Brown, silky clay fertile soil on the basalt rock, well drained, acidic, deep enough to maintain an appropriate moisture level, especially suitable for planting high quality grapes.
The elevation range of EstateVineyard is from 533 feet to 800 feet and the slope is from 2% to 30% (
Mainly 12-20%).
The slope of the Manor vineyard faces the south, the Southwest and the West.
The average annual precipitation of Manor Vineyards is 41. 3 inches;
The average annual temperature is 52 to 54 degrees Fahrenheit, and the annual Frost length
Free season average of 190 to 210 days.
These conditions are compared with the conditions in the willamit Valley grape producing areas and other grape producing areas at home and abroad, which produce high-quality wine grapes.
In WillametteValley, there is usually no need for permanent vineyard irrigation.
The average annual rainfall provides sufficient water for the vineyards, avoiding the need to irrigate the vineyards.
However, if required, the company\'s property contains a well that can maintain sufficient volume to meet the needs of the winery, and provide auxiliary water for newly planted and exceptionally dry Real Estate vineyards.
At TualatinVineyard, the company has water rights for one year
Round spring that provides food for irrigation ponds.
In addition, the company has water rights in Pam Brun and Rock Vineyards.
Vineyard susceptibility to disease-it is well known that both the Tualatin vineyard and the neighbouring leasedvineyards vineyard are infected with leaf bees, an aphid --
Like insects, it can destroy vines.
It is not possible to estimate the scope of any loss that could be caused by the company\'s vineyard suffering from a leaf sequence worm disaster.
Above, the Latin Thephylloxera vineyard is considered to be a property of the roots of the introducedon. it is placed on the southern section of the Qiongyao pulp in 1971. the Companypartially is removed in 2004.
The remaining vines and all other infected vines remain productive at low crop levels.
The company is gradually using a new leaf vein --Rattan resistant.
Wine production facilities-the company\'s wineries and production facilities enable the production of up to 220,000 boxes of wine efficiently (524,000 gallons)
According to the type of wine produced, it is the year of the wine.
In 2018, the winery produced about 164,590 boxes (391,400 gallons)
Harvest 2016 and 2017.
The company is expected to produce about 154,500 boxes (367,400 gallons)
Harvest from 2017 and 2018 in 2019.
The winery covers an area of 784 square feet and includes areas for processing, fermentation, aging and bottling of wines, as well as an underground wine center and administrative office.
There is a production area of 12,500 square feet for harvesting, pressing and fermenting wines, as well as an insulation storage facility of 4,500 square feet with a capacity of about 30,000 boxes of wine.
The company also has a 23,000-square-foot warehouse that stores bottled products with a capacity of about 135 boxes of wine.
According to environmental regulations, the production area is equipped with water tanks and sprinkler systems for the treatment of wastewater from the production process.
In addition to the production capacity discussed above, the Tualatin winery has a production capacity of 20,000 square feet.
This adds about 28,000 cases (66,000 gallons)
The company\'s wine production capacity.
The production capacity of the Tualatin winery is available for the company to meet any expected future production needs.
In 2008, the company replaced the roof and production floors, insulation and walls, which are expected to be used for wine storage and future replication.
10 hotel facilities-the company has 35,642 square feet of refurbished tasting and hotel facilities (
\"Hotel Service Center \")
In EstateWinery.
The main floor of the hotel Center includes retail space, including the Manor tasting room, the wine club member club room, the dining area and the mezzanine, designed to accommodate approximately 300 people in total, catering, public and private events and meetings.
A landmark observation tower and layered deck around the center of the hospital allow visitors to enjoy views of the Willamette Valley and the vineyard of the company estate.
The layered deck holds many seasonal parties in an outdoor courtyard.
On the south side of the tiered deck, the company has two hospital suites for overnight stays.
The center of the hotel is above the underground barrel cellar and tunnel, which is connected to the winery.
The facility consists of a basement, a tunnel and a 11,090 square foot barrel room that can store up to 1,800 barrels of wine for aging in an appropriate setting.
Located outside the center of the hotel, the company has a landscape park consisting of terrace lawn for outdoor activities.
The area between the winery and the hotel center forms a 20,000 square foot courtyard.
According to the design, a removable top of the fabric can cover the courtyard, making it a full
Weather outdoor facilities to promote the sale of corporate wines through festivals and social activities.
There is pinoroom and founders\' Room above the company\'s work winery, which can accommodate 40 people and 111 people respectively for public and private activities.
The Company believes that the hotel center and surrounding areas have made the winery a leisure and social destination for tourists and residents, thus improving the company\'s ability to sell wines.
Property mortgage-the company\'s winery facility at the winery will face two mortgages with a total principal balance of $6,816 and $928 in December 31, 2018.
These two outstanding loans require a principal and interest of $62,067 per month at a fixed rate of 4 per year. 75% and 5.
21%, due dates are 2028 and 2032.
Wine production-the company\'s operating principle is that wine making is a natural but highly technical process that requires the attention and dedication of brewers.
The company\'s wineries are equipped with the latest technological innovations and use modern laboratory equipment and computers to monitor progress at all stages of the wine-making process.
The company\'s recent annual grape harvest and wine production are as follows: the total output of tons of grapes is 107251,132 tons
200572,29720061, 454341,488-
200681,08. 078508961, 746-
020, 201657,7362008 121, 027-02 1,0331, 1002,13374, 020, 0454,2762010110, 020, 020, 18120371,0201, 020, 020, 020, 2661,0122, 278-
2015120,79420169211, 0521,97347, 780206141,462071, 63 11,6223, 25315,90018. 151, 3322081,5014851, 9868002018164,590 cases of Burton harvest the main financial data and ofwhen are often produced under different circumstances.
Sales and Distribution Marketing Strategy-the company sells wine through dealers and wine brokers directly through the mailing list by selling the portfolio of wineries directly.
With the increase in the company\'s production and brand awareness, from the absolute amount and the percentage of the company\'s total sales, sales in the off-state market have increased.
The company uses a variety of marketing channels to generate interest in its wines.
The company has a powerful website and maintains social media sites.
The company controls the database of customers for email and direct promotions.
The company continues to submit wine to the competition as well as state, regional and national media for editing and rating.
Direct selling-the company\'s winery is located on a visible Hill near the main northern Oregonsouth freeway (Interstate 5)
About two miles south of the state\'s second city.
Metropolitan area (Salem)
50 miles from the first and third directions of the state.
Metropolitan area (
Portland and Eugene).
We believe that the unique location on Interstate 5, compared to Oregon\'s industry standards, has led to a general increase in the number of Winery wines.
Direct sales of wineries are a vital and growing sales channel and an effective means of product promotion.
The Manor tasting room is open daily and offers wine tasting and education by trained personnel.
The company offers free daily tours and
Private tours after Abbey are available by appointmentthe-
Take a look at the production process of wine.
The company has members and featured members of Oregon\'s largest wine club
The only club room in the Manor estate.
In 2014, the company launched \"matchmaking\", a restaurant that focuses on serving wine and food paired lunches.
Under the leadership of the winery chef, the menu highlights the cuisine of the Pacific Northwest region paired with the company\'s wines.
The cooking service has now expanded to include the \"paired wine dinner\" community
Wine tasting regularly every month.
The winery has developed a winery ambassador program to connect its \"ambassador\" to customers across the United States and to provide personalized wine recommendation and moderation by phone or email.
The company also operates three other tasting rooms;
In the heart of Oregon\'s wine country, a Downton Walla in Washington, and a vineyard in Tualatin (
30 minutes west of Portland).
The company hosts six major festivals at the winery each year.
In addition, on major holiday weekends such as Memorial Day and Thanksgiving Day, open-air events will be held at the winery.
Many private events, charity events and political events have also been held in the winery.
Direct sales generate higher profit margins as the company can sell pigs directly to consumers at retail prices instead of selling them to distributors for freeon-
Price of board or \"FOB.
Selling directly to consumers at retail prices leads to an increase in profit margins, equivalent to the difference between retail prices and dealer prices.
Direct sales contributions of 2018 and 2017 are approximately 39. 5% and 40.
0% of the company\'s net sales.
Dealerships and wine brokers-the company uses independent dealerships and wine brokers to sell the company\'s wines in specific target areas.
Only dealers and wine brokers who have proven the knowledge and ability of market premium, over-premium and over-premium
Use premium wines.
The company\'s products are distributed in 49 states and Colombia, with 3 non-domestic (export)customers.
Sales to distributors and wine brokers were 2018 and 2017 respectively, contributing about 60. 5% and 60.
0% of the company\'s operating income comes from operations.
The Oregon Winery is a very popular tourist destination, with many bed and breakfast hotels and fine restaurants in motelsand.
The Willamette Valley, Oregon\'s leading wine region, has about 69% wineries and vineyards in the state and about 564 wineries, and was selected by wine lovers magazine as the 2016 wine producing region of the year.
Another advantage of WillametteValley wine tour is that the winery is close to Portland (
Largest city and most popular destination in Oregon).
Departing from Portland, visitors can visit the Willamette Valley winery of their choice anywhere from 45 minutes to 2 minuteshourdrive.
The Company believes that the convenient location adjacent to Interstate 5 enables the winery to attract a large number of tourists.
The winery is about 45-
It\'s only a few minutes drive from Portland and less than a mile from Magic Forest, an amusement park that operates from April to September each year.
In the traditional sense, the company\'s revenue comes from thousands of customers every year.
In 2018, sales to a dealer were about 21.
0% of the company\'s total revenue.
In 2017, sales to a dealer were about 18.
2% of the company\'s total revenue.
The nature of the company\'s business does not require the company to bear a certain amount of R & D costs.
Fierce competition in the wine industry.
In a broad sense, wine can be considered to compete with all alcoholic and non-alcoholic beverages.
In the wine industry, the company believes that its main competitors include wineries in Oregon, California and Washington state, which, like the company, produce quality wines, superwines and superwinespremiumwines.
Wine production in the United States is dominated by large wineries whose financial, production, distribution and marketing resources are much larger than that of the company.
At present, there is no Oregon winery in the Oregon wine market.
However, some Oregon wineries are older and more sophisticated than the company and have a higher degree of label recognition.
The Company believes that the main competitive factors of premium, Premium and Premium
The high-end areas of the wine industry are product quality, price, label identification and product supply.
The Company believes that its competition is favorable in terms of these factors.
The company mainly received comments from \"excellent\" to \"recommended\" when tasting wine and considered its price to compete with other wineries in Oregon.
In order to meet the needs of retailers and restaurants, mass production is necessary, and the company believes that additional production capacity is needed to meet the expected future needs.
In addition, the company considers its estimated total production capacity to be 590,000 gallons (248,000 cases)
Every year, at its Manor Vineyards and tualatinvinyard locations, it has a significant competitive advantage over most Oregon wineries in areas such as marketing, distribution arrangements, grape purchase and financing channels
The current level of production at most Oregon wineries is usually much smaller than the estimated level of production capacity at the company\'s wineries.
With regard to label identification, the company believes that as a listed company, its unique structure will give it a significant advantage in gaining market share in Oregon and infiltrating other markets.
Government regulation of the wine industry the production and sale of wine is widely regulated by the United StatesS.
The Ministry of Finance, the Tobacco Tax and Trade Bureau and the Oregon Liquor Control Board.
The company is licensed by these government agencies and meets the contact requirements of these agencies.
The sale of the company\'s wines is subject to the federal alcohol tax and is paid when the wine is removed from the bonded area of the winery for shipment to customers or for sale in the wine tasting room.
In December 2017, the federal government passed comprehensive tax legislation including the modernization of craft drinks and the Tax Reform Act.
The legislation changes the federal alcohol tax rate by expanding the low of $1.
07 the tax rate per gallon of wine is as high as 16.
0% the alcohol content of wines with higher alcohol content is taxed at US $1. 57 per gallon.
In addition, the legislation provides for a credit of $1 per gallon for the first 30,000 gallons produced; $0.
The next 100,000 gallons are 90 gallons; and then $0.
Up to 535 of 750 gallons.
These changes take effect from January 2018 for a period of two years.
The company\'s consumption tax on Oregon is $0.
Wine with alcohol content of or less than 14 is 67 per gallon. 0% and $0.
Wine with an alcohol content of more than 14 is 77 per gallon.
All wines sold in Oregon cost £ 0%.
In addition, most states where the company sells wine impose different excise duties on the sale of alcoholic beverages.
As an agricultural processor, the company is regulated by the Oregon Department of Agriculture as a wastewater producer and by the Oregon Department of Environmental Quality.
The company has obtained all the permits required to operate the business.
Due to the increasing shortage of government budgets and the public\'s response to alcohol abuse, government entities often consider legislation that may affect taxes on alcoholic beverages.
The consumption tax considered is usually considerable.
If this legislation is passed, its final effect cannot be accurately assessed.
Any increase in taxes imposed on table wines may have a potential adverse effect on the overall sale of such products.
However, this effect may not be commensurate with the impact experienced by other alcoholic beverage producers and may not be the same in each state.
Compliance with costs and effects of local, state and federal environmental laws company management is highly concerned with environmental management and maintains a variety of policies and processes designed to protect the environment, the public and wine consumers.
Although most of the company\'s costs to protect the environment are voluntary, the company is regulated by local, state and federal agencies on environmental law.
However, regulatory costs and processes are effectively integrated into the regular operations of the company, so there is usually no significant alternative process or cost.
In December 31, the company had about 135 employees.
90 part-time employees-
Time or seasonal staff.
In addition, the company has hired additional employees for seasonal work as needed.
The employees of the company do not have any representative of the collective bargaining unit.
The company believes it has a positive relationship with its employees.
Other information companies record annual reports on Form 10
Quarterly Report on table 10
Q: Current Report of Form 8
K, and the proxy statement with the Securities and Exchange Commission (“SEC”).
The public can read and copy for free any materials submitted by the company to the SEC, which are located in the SEC public data room, 100 NE FStreet, DC. C. 20549.
The public can get information about the operation of the public data room by calling SEC 1-1800-SEC-0330.
The SEC maintains an Internet site that contains reports, agency and information statements and other information about issuers (including companies) that are electronically archived with the SEC on www. sec. gov.
You can learn more about the company by visiting the company website atwww. wvv. com.
All sites mentioned here are inactive text references, which means that the information contained in these sites is not integrated through the references here. ITEM 1A.
Risk factors the following disclosures should be read in conjunction with management\'s discussion and analysis of the financial situation and the results of operations in form 10 of this year\'s report-K.
These disclosing parties intend to discuss certain significant risks of the company\'s business in the view of management at this time.
However, this list is not exhaustive.
Other risks may arise from time to time and are likely to occur.
Agricultural risks may adversely affect wine production, and grape cultivation faces various agricultural risks.
Various diseases, pests, fungi, viruses, including grape red spot disease (GRBV)
Drought, frost and certain other weather conditions affect the number of grapes available to the company, reduce the supply of the company\'s products and have a negative impact on profitability.
In particular, certain vines of the company are not resistant to leaf buds;
Therefore, these vines are particularly likely to be affected by leaf bud pests.
The grape leaf xera is a pest that attacks the wine grape plants therootstocks.
In recent years, the vineyards of the United States, including some of Oregon\'s vineyards and some of the vineyards we own, have been acquired with phylloxera.
It is particularly worth mentioning that there are leaf veins in tualating EstateVineyards.
There is no guarantee that the company\'s existing vineyards, or the grafting that the company is now using in the planting project, will not be sensitive to the current or new Leaf sequence xera strain, nor will it be sensitive to the leaf order xerapresent of the Tualatin vineyard not spreading to our other vineyards.
Pierce\'s disease is a bacterial disease of vines.
It kills vines and there is no known treatment.
Small insects known as the sharpshooter spread the disease.
A new sharpshooter was discovered in Southern California and is considered to be moving north.
The company actively supports the efforts of the agricultural industry to control such pests and makes every reasonable effort to prevent infection in its own vineyards.
However, the company cannot guarantee that it will succeed in preventing pollution in the vineyards.
In addition, any future government restrictions related to the government\'s attempts to combat yellow leaf bees, GRBV or other pests or viruses may increase vineyard costs and/or reduce production.
Over the past few years, our business has been susceptible to weather patterns and other environmental factors, and changing weather patterns and climate conditions have increased the predictability and frequency of natural disasters, such as hail snow and ice.
Any such extreme weather conditions can have a negative impact on the grape harvest in our vineyards and/or other vineyards that provide us with wine.
Especially in the Willamette Valley in Oregon, especially in the early autumn, the pattern of rainfall is unpredictable.
If it\'s obviously higher-
Before the harvest of grapes in autumn, the average rainfall will occur, and the quality of the harvested grapes will usually drop significantly, thus affecting the quality of the wine of the year.
Also, long-
Long-term changes in weather patterns may adversely affect the company, especially if such changes affect the production or quality of grapes.
We cannot predict changes in weather patterns/conditions, nor can we predict their effects on weather if they occur.
As weather patterns change, the company\'s vineyards and contracted vineyards are vulnerable to potential smoke damage due to wildfires in the area.
In extreme cases, smoke can have an impact on grapes, making them unusable in wine production.
If a smoking incident occurs, the company cannot predict its potential impact.
We may not be able to reduce risks economically. The Company reserves insurance policies to cover certain risks.
However, there is no high risk that can be insured, and there is no financial insurance, and there may be gaps in coverage if an event occurs, which may hold the company accountable.
In addition, we are not sure if the coverage is sufficient or if we make a claim, all of our insurance companies are financially viable.
The loss of key employees can damage the company\'s reputation and business. The success of the company depends to some extent on the continuous service of some key employees.
Loss of service for one or more key employees including James W.
Richard F. Beno, our president and executive presidentGoward Jr.
Our chief financial officer and director of the winery, Christine Clare, may damage the company and its reputation and have a negative impact on its profitability, especially when one or more key employees of the company resign to join a competitor or form a competitive company.
The company\'s operational capabilities require the use of credit lines operated by the company. Historically, the company\'s business traffic is not enough to provide all the funds needed for the company\'s operations.
The company has entered into a credit line agreement for the provision of such funds and has entered into a fixed-term loan arrangement whose proceeds are used to acquire the Tualatin winery and TualatinVineyards, to build and renovate the hotel Center, and pay the company\'s revolving credit line.
There is no guarantee that the company will be able to comply with all conditions under its credit line in the future, and there is no guarantee that the amount available under its credit line will be sufficient to meet the company\'s future needs.
Failure to comply with all the conditions of the credit facility, or lack of sufficient operating funds, may adversely affect the Company\'s operating results and shareholder value.
As of December 31, the company\'s outstanding director-
Long-term debt is about $6.
8 million, but there is no outstanding loan under its $2.
Credit line of 0 million.
In addition, the company paid about $1 in notes to private individuals.
As at December 31, 2018 for 7 million.
15 costs of becoming a public
The holding company may put the company at a competitive disadvantage. As a listed company, the company will bear a lot of costs, which will not be paid attention by competitors. held.
These compliance costs may result in the company\'s wines being more expensive than those produced by competitors, and/or may be less profitable than their competitors.
The company is facing huge competition, which may have a negative impact on profitability.
The company\'s wines compete with many other premium domestic and foreign wines in several premium wine markets, importing wines from the Burgundy and Bordeaux regions of France, and Chile, Argentina, South Africa, Asia, New Zealand and Australia.
The company\'s wines also compete with popular regular wines and other wines, to a lesser extent, non-
Alcoholic beverages, shelf space for retail stores and marketing focus for independent dealers of the company, many of which have a wide portfolio of brands.
The result of this intense competition has and may continue to put upward pressure on the company\'s sales and promotional expenses.
In addition, the wine industry has experienced significant integration.
Many of the company\'s competitors have greater financial, technical, marketing and public relations resources than the company.
In particular, wine production in the United States is dominated by large California wineries that far exceed the company\'s resources.
In addition, greater global label awareness and greater production levels have brought a certain unit cost advantage to many of the company\'s competitors.
The company\'s sales may be compromised, as it is notable to be successful in competing with the cost of this wine or alternative beverage producer.
There is no guarantee that the company will be able to successfully compete with its current competitors in the future, or that it will not face greater competition from other wineries and beverlagen wineries.
Willamit Valley, American grape region (“AVA”)
Value may be eroded by inappropriate use of it or by national competition as fantasy marketing.
American wine and grape producing areas are divided into American grape producing areas (AVAs)
Tax and Trade Bureau of Tobacco and alcohol (“TTB”)
According to distinguishing geographical features, the US Treasury Department.
Historically, the Oregon wine industry has higher standards for wine production than those set by the federal government and other states.
Therefore, wines from Ava, Oregon, especially those from the Willamette Valley AVA, have been recognized relative to other wines in their class.
As a result, these wines are usually sold at a higher price than those not produced in Oregon.
Thanks to this awareness, Oregon\'s AVAs was used on bottles and packaging among national competitors, claiming it was a fantasy marketing.
This inappropriate or inappropriate use may have a dilution effect on the reputation of OregonAVAs, and ultimately lead to a decline in the quality and/or pricing of competitors, thus against moregon av
The company competes for the shelf space of retail stores and the marketing focus of independent distributors, most of which have a wide portfolio of products nationwide, and the company sells products mainly through independent distributors and brokers, resell restaurants, hotels and private clubs across the United States and overseas markets.
Sales to distributors are expected to continue to account for a large part of the company\'s net revenue in the future.
A change in relationship with any of the company\'s important distributors may harm the company\'s business and reduce the company\'s sales.
The laws and regulations of several states prohibit the change of dealers, unless in some limited cases, according to the definition of the applicable regulations, it is difficult to terminate the dealers due to poor performance.
Any difficulty or incompetence in replacing distributors, poor performance of the company\'s main distributors, or the company\'s inability to collect accounts receivable from the main distributors, may harm the company\'s business.
There is no guarantee that the distributors and retailers used by the company will continue to chase the company\'s products or provide sufficient promotional support for the company\'s products.
In particular, the Retail Integration of clubs and chain grocery stores is expected to increase the competitive pressure to increase market and sales expenditures or limit or reduce prices.
The loss of the \"Willamette\" trademark may adversely affect the company\'s distinction in avathe company. The company has long held the trademark \"Willamette\" used in the name of the product \".
Because the name willamit is also used as the name of willamit, if their wine meets Oregon\'s grape sourcing and production standards, competitors can refer to willamit\'s Ava, but the name \"Willamette\" is not allowed in the product name.
This trademark is challenged and if the company loses this challenge or future challenge, the company may lose its competitive advantage in the region.
16 fluctuations in the quantity and quality of grape supply may adversely affect the competitive shortage of high-quality grape supply, which may be determined by various factors, including weather conditions, pruning methods, pests and diseases, the ability to purchase grapes on long-term and short term contracts and the number of vines producing grapes.
Any shortage of the company\'s grape production may result in a decrease in the number of wines that the company can produce, which may reduce sales and adversely affect the Company\'s operating results.
Factors that reduce the number of grapes in the company may also reduce its quality, which in turn will reduce the quality or quantity of wines produced by the company.
The decline in the quality of the company\'s wines may harm its brand name and may reduce sales and adversely affect the Company\'s operating results.
Polluting the company\'s wine can damage the company\'s business. Companies are exposed to certain hazards and product liability risks, such as potential risks of polluting ingredients or products by tampering or otherwise.
The contamination of any wine in the company may result in its destruction of the wine in stock and may result in the need for a product recall, which may seriously damage the company\'s reputation in terms of product quality.
The company insured certain risks and other risks in these risks under various insurance policies.
However, insurance may not be sufficient or may not continue to be provided at a price or term satisfactory to the company, and such insurance may not be sufficient to cover any liability arising therefrom.
A reduced consumer demand for quality wines could harm the company\'s business. In the past period, the total per capita consumption of beverage and alcohol products in the United States and other countries has dropped significantly.
Due to various factors, the company\'s consumption of one or more product categories may have a limited or general decline in the future, including: a general decline in economic conditions;
Increasing concern about the health impact of consuming alcoholic beverage products and drinking and driving;
Trends in a healthy diet, including light, low-calorie beverages such as diet soft drinks, juices, and aquatic products;
Anti-increased activities
Consumer groups of alcohol;
Increased federal, state or foreign excise and other taxes on beverage and alcohol products.
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