-----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, QC2dz1jc2HPU0xMS8TdB6vQ1M4uxX+numslyD+7iwEfZKMIsDZAVI6yNivGq0LEY zmIcxaGM8QP5D2XyXghS9w== 0000838875-04-000033.txt : 20041202 0000838875-04-000033.hdr.sgml : 20041202 20041201195657 ACCESSION NUMBER: 0000838875-04-000033 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040930 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing FILED AS OF DATE: 20041202 DATE AS OF CHANGE: 20041201 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: 041178707 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 wvv04delist8k.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): November 24, 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 2 - Financial Information Item 2.02 - Results of Operations and Financial Condition On December 1, 2004, Willamette Valley Vineyards, Inc. (the "Registrant") issued a press release announcing updated financial results for the three and nine months ended September 30, 2004. The full text of the press release issued in connection with the announcment is attached to this current report on Form 8-K as exhibit 99. The December 1, 2004 press release contains forward- looking statements regarding the Registrant, and include cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated. Section 3 - Securities and trading Markets Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard: Transfer of Listing. On December 1, 2004, Willamette Valley Vineyards, Inc. (the "Registrant") issued a press release announcing that on November 24, 2004 the Company received a Staff Determination from The NASDAQ Stock Market indicating that the Company fails to comply with Marketplace Rule 4310(c)(14) requiring the Company to file all reports and other documents filed or required to filed with the Securities and Exchange Commission. The Company's filing of Form 10-QSB for the three and nine months ended September 30, 2004 was due on November 15, 2004. The Company has not filed the Form 10-QSB for the three and nine months ended September 30, 2004 pending the review and filing of the Company's Amended 10-KSB for the year ended December 31, 2003, and the amended 10-QSBs for the three months ended March 31, 2004 and the three and six months ended June 30, 2004. The Company has requested a hearing before a NASDAQ Listing Qualifications Panel to review the Staff Determination. There can be no assurance the Panel will grant the Company's request for continued listing. The full text of the press release issued in connection with the announcment is attached to this current report on Form 8-K as exhibit 99. The December 1, 2004 press release contains forward- looking statements regarding the Registrant, and include cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated. (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: December 1, 2004 By /s/ James W. Bernau James W. Bernau President Date: December 1, 2004 By /s/ Sean M. Cary Sean M. Cary Controller EX-99 2 wvvdelistpr.txt For immediate release: December 1, 2004 Contact: Jim Bernau (800) 344-9463 NASDAQ: WVVIE (WVVI) Winemaker urges auditors to drink coffee SALEM, Ore., December 1 - Winegrower and President of Willamette Valley Vineyards, Jim Bernau, urged his auditors today to drink lots of coffee in hopes of quickening the pace of their accounting work. As a public common stock held company, the Oregon winery must comply with filing timely quarterly financial statements with the U. S. Securities and Exchange Commission and the NASDAQ. The Third Quarter filing is late, prompting the NASDAQ to issue a notice of delisting unless the Company requests a hearing and pays a $4,000 non-refundable fee to explain the delay - which the winery did today. "Lawmakers aren't getting wine for Christmas this year," Bernau explained. "The complicated rules requiring a costly and time consuming restatement of our financial statements for such a small amount - which actually increases our income - is silly", Bernau said. The problem of the delay began when the SEC took issue with the accounting treatment of the winery's label and packaging design costs. In 1999, these costs were capitalized and then expensed over a period of five years. The Company and it's independent registered public accounting firm believe substantial design work done by contract from an independent, professional design firm used on wine bottles and packaging for a number of years should be treated as an asset. The SEC considered the Company's independent registered public accounting firm's arguments but eventually disagreed instructing the Company, on the day before Thanksgiving, to expense the design costs when incurred in 1999. This required the winery's Controller to work over Thanksgiving to change the past Quarter and Year End numbers. The restatement will reduce expenses and increase net income by $4,320 for the first six months of 2004. "It is frustrating to be having our best year ever and have this happen over such a minor adjustment which actually increases the past four year's earnings", lamented Bernau. The Company's independent registered public accounting firm has explained to the Company their review requires a sign-off first regionally in San Francisco and then in New York causing the Company to miss filing today which would avoid the NASDAQ hearing process. Willamette Valley Vineyards, Inc. (NASDAQ symbol: WVVIE), today announced the delay of filing certain financial statements with the Securities and Exchange Commission ("SEC") has resulted in the Company receiving a NASDAQ Staff Determination that its securities are subject to delisting. The Company previously determined it was necessary to 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 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. Additionally, the Company has now determined that it is necessary to 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 years ended December 31, 2003, 2002 and 2001, the three month periods ended March 31, 2004 and June 30, 2004, and the six month period ended June 30, 2004 due to the resolution of the accounting for certain capitalized costs. The net effect of these restatements is to increase net income for the year ended December 31, 2003 by $35,508, $.01 per share, to decrease net income for the years ended December 31, 2002 and 2001 by $17,729 ($- per share) and $1,840 ($- per share), respectively, and to increase net income by $2,160 ($- per share) for each of the three month periods ended March 31, 2004 and June 30, 2004, and by $4,320 ($- per share) for the six month period ended June 30, 2004. In 1999 the Company incurred significant cost redesigning the Willamette Valley Vineyards brand, label and packaging and the development of the new Tualatin Estate brand identity, label and packaging for higher quality and higher value wines to coincide with the release of new wines from the purchase of the Tualatin Vineyards in 1997. The Company capitalized $71,528 of label and package design costs in 1998 and 1999, and was amortizing them over a five year period through 2004. The SEC has communicated that such costs should be expensed when incurred. Accordingly, the Company has restated its financial statements for the years ended December 31, 2003, 2002, and 2001, and the quarterly periods within each of those years, and the six month period ended June 30, 2004 to remove the amortization expense. The impact of this restatement is to reduce earnings in 1999 and increase earnings in subsequent periods through June 30, 2004. The Company delayed its filing of this Form 10-QSB pending the determination of the accounting of these label and package design costs. As a result of this filing delay, on November 24, 2004 the Company received a Staff Determination from The NASDAQ Stock Market indicated that because the Company's Form 10-QSB for the period ended September 30, 2004 had not been filed, the Company's securities were subject to delisting from The NASDAQ Stock Market SmallCap Market at the opening of Business on December 3, 2004, unless the Company requested a hearing in accordance with The NASDAQ Stock Market's marketplace rules. Additionally, as a result of the Company's filing delinquency, at the opening of business on November 29, 2004, the fifth character "E" was appended to the Company's trading symbol, changing the trading symbol to WVVIE from WVVI. The Company has requested a hearing before a NASDAQ Listing Qualifications Panel to review the Staff Determination. There can be no assurance the Panel will grant the Company's request for continued listing. The Company has completed the restatement of its financial statements and the Company's independent public accounting firm is in the process of reviewing them. When this review is completed the Company will file with the SEC its amended 2003 Form 10-KSB, Amended Form 10-QSBs for the periods ending March 31, 2004, and June 30 2004, and the Form 10QSB for the period ending September 30, 2004. The Company believes these filings will take place no later than December 15, 2004, and as a result of these filings will be in compliance with all NASDAQ requirements and its securities will continue to be listed on The NASDAQ Stock Market and its trading symbol will be changed back to WVVI. The net effect of the change in accounting for label and package design costs on the three and nine months ended September 30, 2004 was to increase net income by $2,160 and $6,480, respectively. 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: WVVIE). WILLAMETTE VALLEY VINEYARDS, INC. Balance Sheet September 30, December 31, 2004 2003 (unaudited) (unaudited) (restated) ASSETS __________ __________ Current assets Cash and cash equivalents $ 116,440 $ 213,681 Accounts receivable trade, net 759,945 796,836 Inventories 8,038,109 7,335,378 Prepaid expenses and other current assets 30,057 46,565 Income taxes receivable - 83,911 Deferred income taxes 174,323 174,323 __________ __________ Total current assets 9,118,874 8,650,694 Vineyard development cost, net 1,681,477 1,698,970 Inventories 552,414 552,414 Property and equipment, net 4,514,302 4,698,915 Notes receivable from officer and other 69,507 66,134 Debt issuance costs, net 54,270 62,805 Other assets 227,584 201,220 __________ __________ Total assets $16,218,428 $15,931,152 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Line of credit $ 1,256,360 $ 1,130,516 Current portion of long-term debt 250,291 250,291 Accounts payable 721,787 752,219 Accrued expenses 564,730 471,441 Income taxes payable 127,559 - Grapes payable 483,070 669,714 __________ __________ Total current liabilities 3,403,797 3,274,181 Long-term debt 2,519,576 2,693,108 Distributor obligation 1,500,000 1,500,000 Deferred rent liability 126,087 108,995 Deferred gain 381,005 399,743 Deferred income taxes 295,285 295,285 __________ __________ Total liabilities 8,225,750 8,271,312 __________ __________ Shareholders' equity Common stock, no par value - 10,000,000 shares authorized, 4,486,278 and 4,479,478 shares issued and outstanding at September 2004 and December 31, 2003 7,228,329 7,167,589 Unearned employee compensation (45,080) - Retained earnings 809,429 492,251 __________ __________ Total shareholders' equity 7,992,678 7,659,840 __________ __________ Total liabilities and shareholders' equity $16,218,428 $15,931,152 ========== ========== WILLAMETTE VALLEY VINEYARDS, INC. Statement of Operations (unaudited) Three months ended Nine months ended September 30, September 30, 2004 2003 2004 2003 (restated) (restated) __________ __________ __________ __________ Net revenues Case revenue $ 2,302,461 $ 1,847,133 $ 6,233,268 $ 4,718,457 Custom crush-facility lease- bulk revenue 10,146 69,906 26,203 233,721 __________ __________ __________ __________ Total net revenues 2,312,607 1,917,039 6,259,471 4,952,178 Cost of sales Case 1,166,551 884,890 3,112,378 2,260,229 Bulk - 57,833 - 179,444 __________ __________ __________ __________ Total cost of sales 1,166,551 942,723 3,112,378 2,439,673 Gross margin 1,146,056 974,316 3,147,093 2,512,505 Selling, general and administrative expenses 871,511 742,367 2,403,668 2,031,530 __________ __________ __________ __________ Net operating income 274,545 231,949 743,425 480,975 Other income (expense) Interest income 1,216 1,160 3,764 3,787 Interest expense (81,285) (84,500) (233,107) (259,718) Other income 10 95,444 14,548 122,443 __________ __________ __________ __________ Net income before income taxes 194,486 244,053 528,630 347,487 Income tax 77,794 98,026 211,452 140,242 __________ __________ __________ __________ Net income 116,692 146,027 317,178 207,245 Retained earnings beginning of period 692,737 379,741 492,251 318,523 __________ __________ __________ __________ Retained earnings end of period $ 809,429 $ 525,768 $ 809,429 $ 525,768 ========== ========== ========== ========== Basic earnings per common share $ 0.03 $ 0.03 $ 0.07 $ 0.05 Diluted earnings per common share $ 0.03 $ 0.03 $ 0.07 $ 0.05 Weighted average number of basic common shares outstanding 4,486,180 4,474,854 4,484,752 4,474,064 Weighted average number of diluted common shares outstanding 4,560,959 4,483,157 4,563,863 4,474,171 -----END PRIVACY-ENHANCED MESSAGE-----