-----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, CGL1Q5pE52IabqnvtpVVUQJA9I2HZncQgn1C3gzUKYxs9Hqr+FMv/LTPhhxdH1fk 7PQwQUMOs/jDfNEfPLPARw== 0000891092-04-001198.txt : 20040309 0000891092-04-001198.hdr.sgml : 20040309 20040309141625 ACCESSION NUMBER: 0000891092-04-001198 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040123 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040309 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VERMONT PURE HOLDINGS LTD/DE CENTRAL INDEX KEY: 0001123316 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 030366218 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31797 FILM NUMBER: 04656934 BUSINESS ADDRESS: STREET 1: RT 66 P O BOX C STREET 2: CATAMOUNT INDUSTRIAL PARK CITY: RANDOLPH STATE: VT ZIP: 05060 BUSINESS PHONE: 8027283600 MAIL ADDRESS: STREET 1: RT 66 P O BOX C STREET 2: CATAMOUNT INDUSTRIAL PARK CITY: RANDOLPH STATE: VT ZIP: 05060 FORMER COMPANY: FORMER CONFORMED NAME: VP MERGER PARENT INC DATE OF NAME CHANGE: 20000905 8-K 1 e17178_8k.txt FORM 8-K 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): January 23, 2004 Vermont Pure Holdings, Ltd. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 000-31797 03-0366218 - ---------------------------- ----------- ---------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification Number) 87 Holly Court, Williston, Vermont 05495 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (802) 860-1126 n/a ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Number Title ------ ----- 99.1 Press Release dated January 23, 2004 ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On January 23, 2004, Vermont Pure Holdings, Ltd. issued the press release attached as Exhibit 99.1 to this Current Report on Form 8-K. The press release includes the non-GAAP financial measure of EBITDA which represents earnings before interest, income taxes, depreciation and amortization. EBITDA is included because management believes it is a useful tool for investors to assess the operating performance of the business in comparison to other businesses in the industry. In addition, EBITDA is a measure used to calculate one of the financial covenants for compliance with the Company's senior debt facility. Management believes that the most directly comparable GAAP financial measure is net income. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Vermont Pure Holdings, Ltd. By: /s/ Bruce S. MacDonald ----------------------- Bruce S. MacDonald Chief Financial Officer Date: March 9, 2004 EXHIBIT INDEX Number Title ------ ----- 99.1 Press Release dated January 23, 2004 EX-99.1 3 e17178ex99_1.txt PRESS RELEASE Exhibit 99.1 Vermont Pure Holdings, Ltd. Announces Fiscal Year 2003 Results. RANDOLPH, Vt., Jan. 23 /PRNewswire-FirstCall/-- Vermont Pure Holdings, Ltd. (Amex: VPS) today announced financial results for the fiscal year ending October 31, 2003. Total sales of the period increased 6% to $76.2 million from $71.7 million the previous year. Net income decreased 47% to $1.4 million from $2.5 million in fiscal year 2002. Earnings per share were $.06 in fiscal year 2003 compared to $.12 per share in fiscal year 2002. Earnings before interest, taxes, depreciation, and amortization totaled $11.9 million. "In what has been an extremely challenging year, Vermont Pure continues to be a solid cash generator," stated Tim Fallon, Chairman and CEO. "In addition to using internally generated cash to fund operations, we used $3.3 million for capital expenditures, $2.2 million for acquisitions, and $3.5 million for debt service," continued Fallon. "Softness in the local economies in the Northeast continued to be the overriding influence affecting our traditional growth rate in the Home and Office portion of overall business," commented Peter Baker, President of Vermont Pure Holdings, Ltd. He continued, "Including acquisitions, sales for the Home and Office segment, which accounts for 65% of the Company's total revenue, increased 2% to $49.9 million. Importantly, with the acquisitions that we rolled in this year, we have increased our customer base to 83,000. We are actively working to build the Home and Office segment through targeted acquisitions. We still have $8.4 million available on our acquisition line for this purpose. This focus on building density in our existing geography will help generate top line as well as bottom line growth." Fallon added, "We continue to position the Company as a leading supplier of retailer branded bottled spring water as major food and drug chains increase their presence in the private label market." Total sales in our combined retail segments increased 16% during the year to $26.3 million from $22.7 million the previous year. Private label sales increased 26% and represent over 70% of the Company's retail sales. Sales of the Company's branded products Vermont Pure and Hidden Spring decreased 26% in fiscal year 2003 compared to fiscal year 2002. The Company will hold a conference call to discuss financial results for its fiscal year ending October 31, 2003 today at 11:00 AM (Eastern Time) and run approximately one hour. The conference can be attended by telephone by dialing 800-245-3043 in the U.S. and 785-832-0326 outside the U.S. The conference ID is VPHL. The call can be accessed live via the Internet at www.companyboardroom.com. The call also will be available for replay until midnight on January 25, 2004 by dialing 800-695-1564 in the U.S. and 402-530-9025 outside the U.S. The call will be available over the Internet for a period of 90 days after the call. This web-cast can be accessed through the Company's website, www.vermontpure.com on the investor relations page as well as the web address listed above. Vermont Pure Holdings, Ltd., located in Randolph Vermont, is a bottler and distributor of natural spring water under the Vermont Pure(R), Hidden Spring(R), and regional private label brands. It also markets purified with minerals added bottled water through the Crystal Rock(R) brand. The Company's primary businesses are the marketing of these brands throughout the New England, New York, and the Mid-Atlantic regions. The Company is currently executing a growth strategy through expansion of the home and office customer base, acquisitions, and consolidation of regional home and office bottled water and coffee distributors. Vermont Pure Holdings Ltd.'s common stock trades on the American Stock Exchange under the symbol: VPS. VERMONT PURE HOLDINGS, LTD Results of Operations (Unaudited) (Unaudited) Twelve Months Ended: Three Months Ended: October 31, October 31, October 31, October 31, 2003 2002 2003 2002 (000's $) Sales $76,195 $71,720 $20,515 $17,918 Income from Operations $6,659 $9,113 $1,401 $1,735 Net Income $1,353 $2,509 $193 $277 Add Back: Interest $4,413 $4,553 $1,125 $984 Taxes $851 $1,751 $71 $263 Depreciation $5,074 $4,398 $1,338 $1,188 Amortization $186 $232 $60 $58 *EBITDA $11,877 $13,443 $2,787 $2,770 Basic Net Earnings (Loss) per Share $0.06 $0.12 $0.01 $0.01 Diluted Net Earnings (Loss) per Share $0.06 $0.11 $0.01 $0.01 Basic Wgt. Avg. Shares Out. (000's) 21,282 21,092 21,311 21,107 Diluted Wgt Avg. Shares Out. (000's) 21,765 22,035 21,713 22,051 * Earnings Before Interest, Taxes, Depreciation and Amortization SOURCE Vermont Pure Holdings, Ltd. -0- 01/23/2004 /CONTACT: Tim Fallon, CEO, +1-802-728-3600, or Peter Baker, President, +1-860-945-0661, or Eugene Malone, Corporate Investors Network, +1-888-377-9777, all of Vermont Pure Holdings, Ltd. / /First Call Analyst: / /FCMN Contact: bmacdonald@vermontpure.com / /Web site: http://www.vermontpure.com/ (VPS) CO: Vermont Pure Holdings, Ltd. ST: Vermont IN: REA FOD SU: CCA ERN -----END PRIVACY-ENHANCED MESSAGE-----