-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OIAotc60GzmppAGuKLJw67USGec8cwYaCqs80kU95WxzTtPmuIvEJyURZ53AdHLc r7HeI1hQuD9WMG+Rpvs47g== 0000838875-04-000025.txt : 20041013 0000838875-04-000025.hdr.sgml : 20041013 20041013170328 ACCESSION NUMBER: 0000838875-04-000025 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031231 ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review FILED AS OF DATE: 20041013 DATE AS OF CHANGE: 20041013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WILLAMETTE VALLEY VINEYARDS INC CENTRAL INDEX KEY: 0000838875 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 930981021 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21522 FILM NUMBER: 041077445 BUSINESS ADDRESS: STREET 1: 8800 ENCHANTED WAY S E CITY: TURNER STATE: OR ZIP: 97392 BUSINESS PHONE: 5035889463 MAIL ADDRESS: STREET 1: 8800 ENCHANTED WAY SE CITY: TURNER STATE: OR ZIP: 97392 8-K 1 wvv04restate8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________________________________________ FORM 8-K ___________________________________________________________ CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 13, 2004 WILLAMETTE VALLEY VINEYARDS, INC. (Exact name of registrant as specified in charter) Oregon 0-21522 93-0981021 (State or other juris- (Commission (IRS Employer diction of incorporation) Number) Identification Number) ___________________________________________________________ 8800 Enchanted Way, S.E., Turner, Oregon 97392 (503)-588-9463 (Address, including Zip code, and telephone number, including area code, of registrant's principal executive offices) ___________________________________________________________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ___________________________________________________________ WILLAMETTE VALLEY VINEYARDS, INC. INDEX TO FORM 8-K Section 4 - Matters Related to Accountants and Financial Statements Signatures Exhibit 99 Press Release Section 4 - Matters Related to Accountants and Financial Statements Item 4.02 - Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Interim Review On October 7, 2004, The Audit Committee for Willamette Valley Vineyards, Inc. concluded that the Company's previous filings with the Securities and Exchange Commission ("SEC") of financial statements for the years ended December 31, 2003, 2002, and 2001 had misstated revenues and earnings. As indicated in prior SEC filings, in February and March 2004, the Alcohol and Tobacco Tax and Trade Bureau of the US Treasury Department ("TTB") audited the Company's excise tax liability for 2003, 2002 and 2001. This audit resulted in an additional amount of excise tax owing for those periods due principally to the Company's incorrect application of the federal small winery tax credit. The Company previously recorded an estimated liability and a related expense of $80,000 for the year ended December 31, 2003. The Company believes it is more appropriate to recognize the estimated liability in each of the respective years rather than to recognize it all in 2003. Therefore, the Company has restated its financial statements for the years ended December 31, 2003, 2002, and 2001 to reflect the correct excise tax for each of the periods and to record the estimated interest and penalties with respect to the related estimated excise tax liability. The Company's Audit Committee discussed the matter with the Company's independent registered public accounting firm, PricewaterhouseCoopers LLP, on October 7, 2004. (c) EXHIBITS Exhibit 99 Press Release SIGNATURES Pursuant to the requirements of the Security Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. WILLAMETTE VALLEY VINEYARDS, INC. Date: October 13, 2004 By /s/ James W. Bernau James W. Bernau President Date: October 13, 2004 By /s/ Sean M. Cary Sean M. Cary Controller EX-99 2 restatementpr.txt For immediate release: October 13, 2004 Contact: Jim Bernau (800) 344-9463 NASDAQ: WVVI Willamette Valley Vineyards, Inc. to Restate Financial Statements. SALEM, Ore., October 13 -- Willamette Valley Vineyards, Inc. (NASDAQ symbol: WVVI), today announced it will restate certain financial statements contained in previous filings with the Securities and Exchange Commission ("SEC") to reflect a positive adjustment to the Company's revenues and earnings per share for the fiscal year ended December 31, 2003 and negative adjustments to the Company's revenues for the fiscal years ended December 31, 2002 and 2001 and to the Company's earnings per share for the fiscal year ended December 31, 2002 due to results from an excise tax audit conducted by the Alcohol and Tobacco Tax and Trade Bureau of the US Treasury Department ("TTB") earlier this year. As indicated in prior SEC filings, in February and March 2004, the TTB audited the Company's excise tax liability for 2003, 2002 and 2001. This audit resulted in an additional amount of excise tax owing for those periods due principally to the Company's incorrect application of the federal small winery tax credit. The Company previously recorded an estimated liability and a related expense of $80,000 for the year ended December 31, 2003. The Company believes it is more appropriate to recognize the estimated liability in each of the respective years rather than to recognize it all in 2003. Therefore, the Company has restated its financial statements for the years ended December 31, 2003, 2002, and 2001 to reflect the correct excise tax for each of the periods and to record the estimated interest and penalties with respect to the related estimated excise tax liability. The effect of this restatement is to increase net income for the year ended December 31, 2003 by $26,868, $.01 per share, and to decrease net income for the years ended December 31, 2002 and 2001 by $26,369 ($.01 per share) and $10,480 ($- per share), respectively. In addition the Company is in the process of resolving the accounting for certain capitalized costs. The total unamortized balance of such costs recorded as of December 31, 2003 totaled $13,928 and the related amortization expense was $14,400 in each of 2003, 2002 and 2001. Forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are identified by such words as "expect," "estimate," "intend," "believe," and words of similar import and are subject to risks and uncertainties. Such risks and uncertainties include, but are not limited to: availability of financing for growth, availability of adequate supply of high quality grapes, successful performance of internal operations, impact of competition, changes in wine broker or distributor relations or performance, impact of possible adverse weather conditions, impact of reduction in grape quality or supply due to disease, impact of governmental regulatory decisions and other risks. Actual results could differ materially from those projected. Willamette Valley Vineyards, Inc. is headquartered in Turner, Oregon. The company is one of Oregon's leading wineries and the state's only publicly held winery. Willamette Valley Vineyards is the owner of Tualatin Estate Vineyards and Griffin Creek wines. Willamette Valley Vineyards common stock is traded on NASDAQ (Symbol: WVVI). -----END PRIVACY-ENHANCED MESSAGE-----