-----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, SyTO7lLbhbl8MNHAPbIlg1mjKbDmCEOj4xJs4LGMc2bF8jA1mdjiwlAIbvQ2960a yp6CkhR9Y9dbH5i3RafPlA== 0000838875-05-000006.txt : 20050407 0000838875-05-000006.hdr.sgml : 20050407 20050406202600 ACCESSION NUMBER: 0000838875-05-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041231 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20050407 DATE AS OF CHANGE: 20050406 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: 05738031 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 wvv04earnings8k.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): March 31, 2005 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 March 31, 2005, Willamette Valley Vineyards, Inc. (the "Registrant") issued a press release announcing is financial results for the year ended December 31, 2004. The full text of the press release issued in connection with the announcment is attached to this currect report on Form 8-K as exhibit 99. The March 31, 2005 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: April 5, 2005 By /s/ James W. Bernau James W. Bernau President Date: April 5, 2005 By /s/ Sean M. Cary Sean M. Cary Controller EX-99 2 wvv04yepr.txt For immediate release: March 31, 2005 Contact: Jim Bernau (800) 344-9463 NASDAQ: WVVI Willamette Valley Vineyards, Inc. Reports a Profit for the Year Ended December 31, 2004. SALEM, Ore., March 31 -- Willamette Valley Vineyards, Inc. (NASDAQ symbol: WVVI), announced its results for the year ended December 31, 2004. Willamette Valley reported a net profit of $413 thousand or $0.09 per basic share on revenue of $9.4 million for the year ended December 31, 2004 as compared to a net profit of $174 thousand, or $0.04 per share on revenues of $7.4 million for the year ended December 31, 2003. The quality of the Company's wines continued to attract national attention including recommendations from chef and author Andrea Immer, Food Network's Chef Rachael Ray and chefs Caprial and John Pence of Oregon Public Broadcasting's Caprial and John's Kitchen. Management is continuing to focus on the Company's core product offerings, Vintage Pinot noir, Whole Cluster Pinot noir, Pinot gris and Riesling, and the continued building of the instate wholesale department called Bacchus Fine Wines, to increase revenues. Total net revenues grew by 28 percent for the year ended December 31, 2004, compared to the prior year. Operating income increased 94 percent for the year ended December 31, 2004, compared to the prior year. The Company's record net income in 2004 increased primarily due to strong sales of the core product offerings to out-of-state distributors and Bacchus Fine Wines sales to Oregon restaurant and retail outlets. Out-of-state sales increased primarily due to the growth in depletions (sales from distributors to their customers) of the Company's core product offerings. As a group, the depletions of these products from distributors to their customers increased 21% for the year ended December 31, 2004, compared to the prior year period, driving the 30% growth in sales from the winery to out-of- state distributors during the year ended December 31, 2004, compared to the prior year period. The Company increased sales expenses and distributor support, primarily in the form of increased market visits by the winery staff, depletion allowances and sales incentives, to spur the increase in distributor depletions. Sales in the state of Oregon through the Company's wholesale sales force and through direct sales from the winery to retail licensees increased 45% for the year ended December 31, 2004, compared to the prior year period, primarily due to the growth of distributed wine brands. Expenses increased significantly in the year ended December 31, 2004, compared to the prior year period as delivery support was built up to support the additional brands rolled out in 2004. Management considers Bacchus Fine Wines to be in a building stage where an intense focus is being applied to the placement of purchased wine in restaurant and retail accounts. The Company has purchased a significant inventory of wines for resale totaling approximately $950 thousand, placing an additional demand on cash and the Company's credit line. Management has taken these steps as it believes they will improve the sales opportunities for the Company's own wines with retail and restaurant customers and increase net income in the future. Retail revenues were relatively flat during the year ended December 31, 2004, compared to the prior year period but retail cost of sales expenses were reduced over the same period. Although Tasting Room sales increased during the year ended December 31, 2004, compared to the comparable prior year period, the winery experienced reductions in Key Customer sales due to staffing turnover during 2004. In the third and fourth quarter of 2004, Management added a Customer Service Coordinator and Key Customer Service personnel to increase direct sales to wine consumers. During the year ended December 31, 2004, Management initiated the sale and lease back of the 75.3 acre Meadowview parcel at the Tualatin Estate Vineyard for $727 thousand. Pursuant to the sale leaseback agreement, the Company will continue to farm and develop the vineyard acres of this parcel. This parcel includes 15.7 acres of established vineyard that the Company has agreed to lease for up to 14 years. The parcel also includes 7 acres of vineyard planted in 2004 and trellised with French Dijon clone 777 Pinot noir on disease resistant rootstock at the purchaser's expense, and 23 additional acres of vineyard land. The purchaser has agreed to fund the vineyard development of the 23 acres of undeveloped vineyard land. The Company will begin paying rent on the 7 acres and any plantings on the 23 acres starting when the vines become commercially productive in 2008 for up to 26 years. The Company applied the net cash proceeds of the sale principally to reduce amounts owed under the Company's credit line. The additional income tax on the deferred gain on the sale had a negative impact on the Company's earnings in 2004. The Company disposed of approximately 6 acres of vines that were determined to be of a variety not in sufficient demand to support the cost of farming these vines due to an infestation of phylloxera, an aphid-like insect. As a result of this disposal, the Company recorded a loss on vineyard development costs in the amount of $31 thousand in selling, general and administrative expenses. The Company intends to replant this land with selected vinifera varieties on phylloxera resistant rootstock in order to continue to improve the quality of grapes grown and the resulting wine produced. The Company filed a Form 12b-25, Notification of late filing, with the Securities and Exchange Commission for its Form 10-KSB for the year ending December 31, 2004 pending the completion of the Company's audited financial statements for the year. Forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties and actual results could differ materially from those projected. Such risks and uncertainties include, but are not limited to: availability of financing for growth, availability of adequate supply of high quality grapes, successful performance of internal operations, impact of competition, changes in wine broker or distributor relations or performance, impact of possible adverse weather conditions, impact of reduction in grape quality or supply due to disease, impact of governmental regulatory decisions and other risks. Willamette Valley Vineyards, Inc. is headquartered in Turner, Oregon. The company is one of Oregon's leading wineries and the state's only publicly held winery. Willamette Valley Vineyards is the owner of Tualatin Estate Vineyards and Griffin Creek wines. Willamette Valley Vineyards common stock is traded on NASDAQ (Symbol: WVVI). WILLAMETTE VALLEY VINEYARDS, INC. Statement of Operations For the Years Ended December 31, 2004 and 2003 ($ in thousands) 2004 2003 Net revenues $ 9,387 $ 7,357 Cost of goods sold 4,806 3,828 -------- -------- Gross margin 4,581 3,529 Selling, general and administrative expenses 3,569 3,008 -------- -------- Income from operations 1,012 521 -------- -------- Other income (expenses): Interest income 5 5 Interest expense (305) (344) Other income 98 123 -------- -------- (202) (216) -------- -------- Income before income taxes 810 305 Income tax provision 397 131 -------- -------- Net income $ 413 $ 174 ________ ________ Basic net income per common share $ 0.09 $ 0.04 ________ ________ Diluted net income per common share $ 0.09 $ 0.04 ________ ________ -----END PRIVACY-ENHANCED MESSAGE-----