SEC Comment Letter for WILLAMETTE VALLEY VINEYARDS INC (WVVI, WVVIP) (CIK 0000838875) (WVVI) — Dec 2, 2009
WILLAMETTE VALLEY VINEYARDS INC (WVVI, WVVIP) (CIK 0000838875)
Date: Dec. 2, 2009 · CIK: 0000838875 · Accession: 0000000000-09-067983
AI Filing Summary & Sentiment
Reasoning
Referenced dates: November 30, 2009, November 5, 2009
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-3561
MAIL STOP 3561 December 2, 2009 Mr. James W. Bernau, President and Chief Executive Officer Willamette Valley Vineyards, Inc. 8800 Enchanted Way, S.E. Turner, Oregon 97392 Re: Willamette Valley Vineyards, Inc. Form 10-K for Fiscal Year Ended December 31, 2008 Filed on March 31, 2009 File No. 0-21522 Dear Mr. Bernau: We have reviewed your response letter dated November 30, 2009 and have the following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revisi on is unnecessary. Please be as detailed as necessary in your explanation. In some comments, we have asked you to provide us with additional information so we may better understand your disclosure. Please do so within the time frame set forth below. You should comply with the remaining comments in all future filings, as applicable. Please c onfirm in writing that you will do so and also explain to us how you intend to comply, within the time frame set forth below. Please understand that after our review of all of your responses, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comment or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter
Mr. James W. Bernau Willamette Valley Vineyards, Inc. December 2, 2009 Page 2 Item 10. Directors, Executive Officer s and Corporate Governance, page 7
1. We note that you disclose various previ ous positions held by Mr. Fox, but you do not state the years in which he occupied su ch positions or the principal business of the identified company. Please revise to provide this information. See Item 401(e)(1) of Regulation S-K. Controls and Procedures, page 41
Management’s Report on Internal Control over Financial Reporting, page 42
1. We note from your response to comment 2 of our letter dated November 5, 2009, you do not believe that the material weakne ss related to the lack of adequate job sufficient accounting and finance personne l has had a pervasiv e effect upon your financial reporting due to your ability to make the necessary reconciling adjustments to your financial statements. Please tell us whether the necessary reconciling adjustments are id entified by management or by your auditors. To the extent they are identified by your auditors, explain to us why you believe that the impacts of inadequate accounting and fi nance personnel are limited to those areas where significant audit adjustments arose a nd do not affect all areas of financial reporting. Closing comments
As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provid e us with a response. You may wish to provide us with marked copies of the amendm ent to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review. Please understand that we may have addi tional comments after reviewing your amendment and responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Mr. James W. Bernau Willamette Valley Vineyards, Inc. December 2, 2009 Page 3 Any questions regarding the accounting comments may be directed to David Walz at (202) 551-3358. Questions on other disclosure issues may be directed to Cathey Baker at (202) 551-3326 or to Pam Howell at (202) 552-3357, who supervised the review of your filing. S i n c e r e l y , John Reynolds A s s i s t a n t D i r e c t o r cc: Willamette Valley Vineyards, Inc. FAX: 503/362-0062
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561
MAIL STOP 3561
December 2, 2009
Mr. James W. Bernau, President and Chief Executive Officer Willamette Valley Vineyards, Inc. 8800 Enchanted Way, S.E. Turner, Oregon 97392
Re: Willamette Valley Vineyards, Inc.
Form 10-K for Fiscal Year Ended December 31, 2008
Filed on March 31, 2009
File No. 0-21522
Dear Mr. Bernau:
We have reviewed your response letter dated November 30, 2009 and have the
following comments. Where indicated, we think you should revise your document in
response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revisi on is unnecessary. Please be as detailed as
necessary in your explanation. In some comments, we have asked you to provide us with
additional information so we may better understand your disclosure. Please do so within
the time frame set forth below. You should comply with the remaining comments in all
future filings, as applicable. Please c onfirm in writing that you will do so and also
explain to us how you intend to comply, within the time frame set forth below. Please understand that after our review of all of your responses, we may raise additional
comments. Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comment or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter
Mr. James W. Bernau
Willamette Valley Vineyards, Inc. December 2, 2009 Page 2 Item 10. Directors, Executive Officer s and Corporate Governance, page 7
1. We note that you disclose various previ ous positions held by Mr. Fox, but you do
not state the years in which he occupied su ch positions or the principal business of
the identified company. Please revise to provide this information. See Item
401(e)(1) of Regulation S-K.
Controls and Procedures, page 41
Management’s Report on Internal Control over Financial Reporting, page 42
1. We note from your response to comment 2 of our letter dated November 5, 2009,
you do not believe that the material weakne ss related to the lack of adequate job
sufficient accounting and finance personne l has had a pervasiv e effect upon your
financial reporting due to your ability to make the necessary reconciling
adjustments to your financial statements. Please tell us whether the necessary
reconciling adjustments are id entified by management or by your auditors. To the
extent they are identified by your auditors, explain to us why you believe that the
impacts of inadequate accounting and fi nance personnel are limited to those areas
where significant audit adjustments arose a nd do not affect all areas of financial
reporting.
Closing comments
As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response. You may wish to
provide us with marked copies of the amendm ent to expedite our review. Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
Mr. James W. Bernau
Willamette Valley Vineyards, Inc. December 2, 2009 Page 3 Any questions regarding the accounting comments may be directed to David
Walz at (202) 551-3358. Questions on other disclosure issues may be directed to Cathey
Baker at (202) 551-3326 or to Pam Howell at (202) 552-3357, who supervised the review
of your filing. S i n c e r e l y , John Reynolds A s s i s t a n t D i r e c t o r cc: Willamette Valley Vineyards, Inc. FAX: 503/362-0062