-----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, Ug8KtrxAiMomSvaDn9JPIcOmTTBDRgs+RZ1apCNzwgv7GIYAlontrLdophI4JYMW Gr3wdyNiOPXUPLmouX8Psg== 0000891092-04-001293.txt : 20040316 0000891092-04-001293.hdr.sgml : 20040316 20040316130819 ACCESSION NUMBER: 0000891092-04-001293 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040316 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040316 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: 04671813 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 e17242_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): March 16, 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 March 16, 2004 ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On March 16, 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 16, 2004 EXHIBIT INDEX Number Title ------ ----- 99.1 Press Release dated March 16, 2004 EX-99.1 3 e17242ex99_1.txt PRESS RELEASE Exhibit 99.1 Vermont Pure Holdings, Ltd. Announces First Quarter Results WILLISTON, Vt., March 16 /PRNewswire-FirstCall/-- Vermont Pure Holdings, Ltd. (Amex: VPS) today announced financial results for the first quarter of its fiscal year 2004 and that it is filing these results today on Form 10-Q with the Securities and Exchange Commission. Total sales for the quarter increased 12% to $16.9 million from $15.1 million for the comparable period a year ago. Sales of Home and Office products increased 4% to $12 million in the first quarter of fiscal year 2004 from $11.5 million in the first quarter of 2003. Sales of the Company's retail products increased 26% in the first quarter of fiscal year 2004 to $4 million from $3.2 million in the same period a year ago. The net loss for the first quarter of 2004 was $257,000, or $(.01) per share, compared to net income of $107,000, or $.01 per share for the first quarter of 2003. Earnings before interest, taxes, depreciation, and amortization totaled $2.2 million for the first quarter in 2004, a decrease from $2.5 million for the same period in 2003. On March 2, 2004, the Company announced that it sold substantially all of the assets and certain liabilities of its retail segments. More information concerning this transaction, including pro forma financial information, is included in our report on Form 10-Q for the first quarter and in the additional information we filed to accompany the Proxy Statement relating to our 2004 annual meeting that was filed on March 2, 2004. The Company will hold a conference call to discuss first quarter financial results as well as the recent sale of its retail bottling assets today at 11:00 AM (Eastern Time) and run approximately one hour. The conference can be attended by telephone by dialing 800-540-0559 in the U.S. and 785-832-1523 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 March 19, 2004 by dialing 877-693-4281 in the U.S. and 402-220-1602 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 Williston Vermont, is a bottler and distributor of natural spring water under the Vermont Pure(R) and Hidden Spring(R) 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 New England and New York. 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) Three Months Ended: January 31, January 31, 2004 2003 (000's $) Sales $16,895 $15,077 Income from Operations $736 $1,266 Net (Loss) Income ($257) $107 Add Back: Interest $1,014 $1,087 Taxes ($24) $76 Depreciation $1,387 $1,239 Amortization $73 $36 *EBITDA $2,193 $2,545 Basic Net Earnings (Loss) per Share ($0.01) $0.01 Diluted Net Earnings (Loss) per Share ($0.01) $0.00 Basic Wgt. Avg. Shares Out. (000's) 21,445 21,148 Diluted Wgt Avg. Shares Out. (000's) 21,445 21,973 * Earnings Before Interest, Taxes, Depreciation and Amortization Contact: Tim Fallon, CEO, or Peter Baker, President 860-945-0661 Ext. 3001 Eugene Malone, Corporate Investors Network 888-377-9777, Fax: 201-670-6460 SOURCE Vermont Pure Holdings, Ltd. -0- 03/16/2004 /CONTACT: Tim Fallon, CEO, or Peter Baker, President, of Vermont Pure, +1- 860-945-0661 Ext. 3001; or Eugene Malone, Corporate Investors Network, +1-888- 377-9777/ /Photo: NewsCom: http://www.newscom.com/cgi-bin/prnh/20020311/VPSLOGO AP Archive: http://photoarchive.ap.org PRN Photo Desk, 888-776-6555 or 212-782-2840/ /Web site: http://www.vermontpure.com/ (VPS) CO: Vermont Pure Holdings, Ltd. ST: Vermont IN: REA FOD SU: ERN CCA -----END PRIVACY-ENHANCED MESSAGE-----