UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. For the quarterly period ended June 30, 2000.
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. For the transition period from ----------------
to ----------------------.
Commission File Number: 333-74589
NATIONAL WINE & SPIRITS, INC.
-----------------------------
(Exact name of registrant as specified in its charter)
Indiana 35-2064429
------------------------------------ --------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
P.O. Box 1602, 700 W. Morris Street, Indianapolis, Indiana 46206
----------------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(317) 636-6092
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of August 10, 2000.
Class Outstanding at August 10, 2000
----- ------------------------------
Common Stock,
$.01 par value 104,520 shares
voting
Common Stock,
$.01 par value 5,226,001 shares
non-voting
1
<PAGE>
NATIONAL WINE & SPIRITS, INC.
Quarterly Report
For the period ended June 30, 2000
INDEX
Page Number
-----------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
June 30, 2000 and March 31, 2000........................... 3
Condensed Consolidated Statements of Income
Three Months Ended June 30, 2000 and 1999.................. 4
Condensed Consolidated Statements of Cash Flows
Three Months Ended June 30, 2000 and 1999.................. 5
Notes to Condensed Consolidated Financial Statements........... 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations........................... 10
Item 3. Quantitative and Qualitative Disclosures About
Market Risk................................................... 14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings............................................. 14
Item 4. Submission of Matters to a Vote of Security Holders........... 14
Item 5. Other Events.................................................. 15
Item 6. Exhibits and Reports on Form 8-K.............................. 15
Signature..................................................... 16
2
<PAGE>
<TABLE>
<CAPTION>
NATIONAL WINE & SPIRITS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
June 30, 2000 March 31, 2000
------------- --------------
(unaudited) (Note 1)
<S> <C> <C>
ASSETS
Current assets:
Cash $ 4,568 $ 3,559
Accounts receivable, less allowances
for doubtful accounts 49,647 44,952
Inventory 88,495 71,167
Prepaid expenses and other 4,107 3,571
----------- -----------
Total current assets 146,817 123,249
----------- -----------
Property and equipment, net 44,854 46,735
Other assets
Notes receivable 1,065 1,142
Cash surrender value of life insurance, net of loans 2,273 2,270
Investment in Kentucky distributor 7,052 7,072
Investment in eSkye.com, Inc. 2,513 500
Intangible assets, net 10,502 9,988
Deposits and other 145 184
----------- -----------
Total other assets 23,550 21,156
----------- -----------
TOTAL ASSETS $ 215,221 $ 191,140
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 42,634 $ 37,935
Accrued payroll and payroll taxes 5,057 6,757
Excise taxes payable 5,807 5,200
Other accrued expenses and taxes 11,293 7,651
Current maturities of long-term debt 600 900
------- -----------
Total current liabilities 65,391 58,443
Long-term debt 121,546 111,571
----------- -----------
Total liabilities 186,937 170,014
----------- -----------
Stockholders' equity:
Voting common stock, $.01 par value 1 1
Nonvoting common stock, $.01 par value 53 53
Additional paid-in capital 25,009 25,009
Retained earnings (deficit) 6,390 (825)
----------- -----------
31,453 24,238
Notes receivable from stockholders (3,169) (3,112)
----------- -----------
Total stockholders' equity 28,284 21,126
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 215,221 $ 191,140
=========== ===========
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>
3
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<TABLE>
<CAPTION>
NATIONAL WINE & SPIRITS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands)
(Unaudited)
Three Months Ended
June 30, 2000 June 30, 1999
------------- -------------
<S> <C> <C>
Net product sales $ 157,139 $ 165,090
Distribution fees 5,048 4,969
----------- -----------
Total revenue 162,187 170,059
Cost of products sold 125,128 133,742
----------- -----------
Gross profit 37,059 36,317
----------- -----------
Operating expenses:
Warehouse and delivery 9,937 9,591
Selling 11,815 10,544
Administrative 9,657 9,464
----------- -----------
Total operating expenses 31,409 29,599
----------- -----------
Income from operations 5,650 6,718
----------- -----------
Interest expense:
Related parties (113) (97)
Third parties (3,135) (3,205)
----------- -----------
(3,248) (3,302)
Other income:
Equity in earnings of
Kentucky distributor 79 101
Rental and other income 27 2
Gain on sales of assets 7,519 45
Interest income 200 206
----------- -----------
Total other income 7,825 354
----------- -----------
Net income $ 10,227 $ 3,770
=========== ===========
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>
4
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<TABLE>
<CAPTION>
NATIONAL WINE & SPIRITS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
Three Months Ended
June 30, 2000 June 30, 1999
------------- -------------
<S> <C> <C>
Operating activities:
Net income $ 10,227 $ 3,770
Adjustments to reconcile net income to net cash used
by operating activities:
Depreciation of property and equipment 2,019 1,800
Gain on sales of assets (7,519) (45)
Amortization of intangible assets 486 322
Equity in earnings of Kentucky distributor (79) (101)
Changes in operating assets and liabilities:
Accounts receivable (5,151) (25,359)
Inventory (18,189) (1,457)
Prepaid expenses and other (40) (163)
Accounts payable 4,699 14,841
Accrued expenses and taxes 2,811 4,458
----------- -----------
Net cash used by operating activities (10,736) (1,934)
Investing activities:
Purchases of property and equipment (2,140) (1,835)
Investment in eSkye.com, Inc. (2,013) --
Acquisition of R. M. Gilligan, Inc., net of cash received -- (1,630)
Proceeds from sale of assets 9,964 --
Proceeds from sale of property and equipment 116 55
Distributions from Kentucky distributor 99 39
Intangible assets (1,000) (158)
Deposits and other 39 --
(Increase) decrease in cash surrender value of insurance (3) 18
Decrease in notes receivable 77 74
----------- -----
Net cash provided (used) by investing activities 5,139 (3,437)
Financing activities:
Net proceeds of line of credit borrowings 10,000 9,500
Principal payments on long-term debt (325) (333)
Proceeds of borrowings from stockholder 118 97
Notes receivable from stockholders and others (175) (201)
Distributions to stockholders (3,012) (906)
----------- -----------
Net cash provided by financing activities 6,606 8,157
----------- -----------
Net increase in cash 1,009 2,786
Cash at beginning of year 3,559 1,908
----------- -----------
Cash at end of period $ 4,568 $ 4,694
=========== ===========
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>
5
<PAGE>
National Wine & Spirits, Inc.
Notes To Condensed Consolidated Financial Statements
(Unaudited)
1. Nature of Business and Basis of Presentation
The unaudited condensed consolidated financial statements include the
accounts of National Wine & Spirits, Inc. (NWS), National Wine & Spirits
Corporation (NWSC), NWS, Inc. (NWSI), NWS-Illinois, LLC (NWS-LLC), and NWS
Michigan, Inc. (NWSM). All significant intercompany accounts and transactions
have been eliminated from the consolidated financial statements. Substantially
all revenues result from the sale of liquor, beer, and wine.
Based in Indianapolis, NWSC is a wholesale distributor of liquor and wines
throughout Indiana. Based in Chicago, NWSI is a wholesale distributor of liquor
and wines throughout Illinois. NWSM is a wholesale distributor of liquor
throughout Michigan. NWS performs periodic credit evaluations of its customers'
financial condition and generally does not require collateral. Credit losses
have been within management's expectations.
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three-month period ended June 30, 2000
are not necessarily indicative of the results that may be expected for the year
ending March 31, 2001.
The balance sheet at March 31, 2000 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
Certain amounts in the June 30, 1999 condensed consolidated financial
statements have been reclassified to conform to current year presentation.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's Form 10-K dated June 28, 2000.
6
<PAGE>
2. Purchase of R. M. Gilligan, Inc.
On April 30, 1999, NWSM purchased all of the stock of R. M. Gilligan, Inc.
for $1,800,000. R. M. Gilligan, Inc. is a Michigan corporation that conducts
liquor brokerage activities and receives revenue on a per case basis from NWSM's
suppliers.
The acquisition was accounted for using the purchase method of accounting
and the results of operations have been included in the condensed consolidated
financial statements since the date of acquisition. The purchase price was
allocated to the net assets acquired, including $1,547,000 to goodwill, based
upon the fair market value at the date of acquisition.
Assets acquired:
Cash $ 170,000
Other current assets 187,000
Property and equipment 94,000
Goodwill 1,547,000
Other assets 18,000
-----------
2,016,000
Liabilities assumed:
Current liabilities (188,000)
Debt and other long term liabilities (28,000)
-----------
Purchase Price $ 1,800,000
===========
3. Sale of Bottled Water Division
Effective June 5, 2000 NWSC sold certain of its licensed brands,
trademarks, and trade names of its bottled water division for approximately
$10,479,000. NWS received $9,964,000 for the sale of assets at the sale date,
with the balance to be received in September, 2000, upon collection of the
accounts receivable that were sold. As of August 2, 2000, $451,000 of the
$571,000 of the accounts receivable sold has been collected.
NWSC recognized a gain of $7,459,000 from the sale of assets and
liabilities.
4. Inventory
<TABLE>
<CAPTION>
Inventory is comprised of the following:
June 30, 2000 March 31, 2000
------------- --------------
<S> <C> <C>
Inventory at FIFO $97,410,000 $79,652,000
Less: LIFO reserve 8,915,000 8,485,000
----------- -----------
$88,495,000 $71,167,000
=========== ===========
</TABLE>
7
<PAGE>
5. Debt
<TABLE>
<CAPTION>
Long-term debt is comprised of the following:
June 30, 2000 March 31, 2000
------------- --------------
<S> <C> <C>
Senior notes payable (A) $110,000,000 $110,000,000
Bank revolving line of credit (B) 11,000,000 1,000,000
Term loan payable in annual installments of
$500,000 in 2001 and 2002, including interest 1,000,000 1,000,000
Non-competition agreement repaid April, 2000. -- 300,000
City of Indianapolis-First Mortgage Note,
Series 1983 -- payable monthly, with interest
computed at 80% of the prime lending rate of
NBD Bank, N.A., through April 2003. Secured
by certain property in Indianapolis. 146,000 171,000
------------ ------------
122,146,000 112,471,000
Less: current maturities 600,000 900,000
------------ ------------
$121,546,000 $111,571,000
============ ============
<FN>
(A) On January 25, 1999, the Company issued $110,000,000 of unsecured
senior notes with a maturity of January 15, 2009. Interest on the senior notes
is 10.125% and is payable semiannually. The Company used the net proceeds of the
senior notes (approximately $106,900,000) to repay its outstanding bank and
other debt and amounts outstanding under its revolving credit facilities.
The bond indenture restricts the ability of the Company and its
subsidiaries to incur additional indebtedness, pay dividends, engage in mergers
or consolidations, make capital expenditures and otherwise restricts corporate
activities.
On or after January 15, 2004, the Company may redeem some or all of the
senior notes at any time at stated redemption prices plus accrued interest and
liquidated damages. Notwithstanding the foregoing, during the first 36 months
after January 20, 1999, the Company may redeem up to 33% of the aggregate
principal amount of the senior notes at a redemption price of 110.125%, plus
accrued interest and liquidated damages, with the net cash proceeds of one or
more public offerings of common stock of the Company.
(B) On January 25, 1999, the Company entered into a credit agreement that
provides a revolving line of credit for borrowings of up to $60 million through
January 25, 2004. Line of credit borrowings are limited to eligible accounts
receivable plus eligible inventories. The credit agreement permits the Company
to elect an interest rate based upon the Eurodollar rate or the higher of the
prime lending rate or the federal funds effective rate plus 0.5%. At June 30,
2000, the $11,000,000 of outstanding borrowings bear interest at 8.90%, entirely
at LIBOR based pricing. The Company also pays a commitment fee ranging from .25%
to 0.5% of its undrawn portion of its line of credit.
8
</FN>
</TABLE>
<PAGE>
6. Litigation
The Company was named as a co-defendant in a lawsuit against a supplier,
which sought damages of $20,000,000. This suit was filed by the supplier's
former distributor. This case has been settled and under the terms of the
settlement, NWS is not required to make any financial payment, and accordingly
no sum of money will be assessed against the Company. The Company is also a
party to various other lawsuits and claims arising in the normal course of
business. While the ultimate resolution of lawsuits or claims against the
Company cannot be predicted with certainty, management is vigorously defending
all claims and does not expect that these matters will have a material adverse
effect on the financial position or results of operations of the Company.
7. Segment Reporting
The Company's reportable segments are business units that engage in
products sales and all other activities. The majority of the all other
activities relate to distribution fee operations. The Company evaluates
performance and allocates resources based on these segments.
<TABLE>
<CAPTION>
Three Months Ended
June 30, 2000 June 30, 1999
------------- -------------
<S> <C> <C>
Revenues from external customers
Product sales $157,139,000 $165,090,000
All other 5,048,000 4,969,000
Segment profit (loss)
Product sales 10,780,000 3,791,000
All other (553,000) (21,000)
Segment assets
Product sales 202,161,000 197,789,000
All other 13,060,000 14,029,000
</TABLE>
9
<PAGE>
PART I. FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the Company's
historical condensed consolidated financial statements and the accompanying
notes included elsewhere in this Quarterly Report.
Overview
--------
The Company is one of the largest distributors of wine and spirits in the
United States. Substantially all of the Company's current operations are in
Illinois, Indiana, Michigan, and Kentucky. The Company's reported revenues
include net product sales in Indiana and Illinois, and distribution fees in
Michigan. References to U.S. Beverage (USB) relate to the operations of the
Company's national import, craft and specialty beer marketing business performed
by NWS-Illinois.
The Company had a slight increase in gross margin dollars despite the
decrease from the prior year in wine and spirit case sales and revenue. There
was an across the board price increase in Illinois in conjunction with a state
tax increase on beer, spirits, and wine along with supplier increases effective
July 1, 1999. This increase had the effect of shifting volume into the first
quarter from the second quarter in 1999. Increased margins for the product
markets more than offset the decline in case volume as compared to the prior
year quarter. The Company sold its Cameron Springs bottled water division in
June, 2000, resulting in a gain of $7.5 million. United States Beverage acquired
the national distribution rights for all Goose Island malt-based products in
April, 2000.
Results of Operations
The following table includes information regarding total cases shipped by
the Company during the three months ended June 30, 2000 compared with the
comparable period ended June 30, 1999:
<TABLE>
<CAPTION>
Three Months Ended
June 30, June 30,
1999 2000
-------- --------
Percent
(Cases in thousands)
<S> <C> <C> <C>
Wine (product sales operations) 814 762 (6.4%)
Spirits (product sales operations) 991 808 (18.5%)
Spirits (distribution fee operations) 709 697 (1.7%)
--- ---
Total wine and spirits 2,514 2,267 (9.8%)
Other (includes USB) 1,322 1,656 25.3%
----- -----
Total 3,836 3,923 2.3%
===== =====
</TABLE>
10
<PAGE>
Three Months Ended June 30, 2000, Compared with the Three Months Ended June 30,
1999.
Revenue
The Company's revenues from product sales were lower than the prior years
quarter primarily from the customer buy-in in advance of the July, 1999 price
increases. Accordingly, product sales were $157.1 million for the three months
ended June 30, 2000, as compared to $165.1 million in the prior year, a 4.8%
decrease. U.S. Beverage's revenue increased $4.7 million over the comparable
prior year period, primarily from the Hoopers Hooch brand along with the
addition of Goose Island brand sales. Distribution fees for the quarter
increased 1.6% to $5.0 million over the comparable prior year period.
Gross Profit
Gross profit on product sales increased 2.1% to $32.0 million in the three
months ended June 30, 2000, from $31.3 million for the comparable prior year
period. Gross profit percentage on product sales was 20.4% as compared to 19.0%
for the prior year period. This percentage increase was primarily attributable
to price increases in Illinois that became effective in July, 1999. U.S.
Beverage's gross profit increased 86.6% over the prior year period due to
greater sales revenue and increased gross profit percentages.
Operating Expenses
Operating expenses for the quarter ended June 30, 2000 increased to $31.4
million from $29.6 million for the comparable prior year period, primarily from
a $1.3 million increase from the prior year due largely to U.S. Beverage's
expansion and increased brand support. Continued growth in the brand support for
Hooper's Hooch products and the addition of the Goose Island products were the
primary contributors to the increased selling expense. Selling expenses for the
remainder of the product markets remained constant for the quarter ended June
30, 2000 as compared to the prior year period. Selling expenses for the fee
markets increased $0.2 million from the prior year period, as the sales division
started its full operations in May, 1999.
Warehouse and delivery expenses increased $0.3 million for the quarter
ended June 30, 2000, as compared to the comparable prior period. The fee
markets, accounted for $0.2 million of the increase due to increased costs
associated with the product mix including a greater percentage of bottle
business as compared to the prior year period.
Administrative expenses for the quarter ended June 30, 2000 increased
approximately $0.2 million, or 2.0% from the comparable prior year period,
mostly due to the expanded U.S. Beverage volume.
Income from Operations
Operating income decreased $1.1 million, or 15.9% for the three months
ended June 30, 2000 from the comparable prior year period. The decreased
revenues, even with the greater gross margin percentage, did not offset the
increase in expenses as compared to the prior year.
11
<PAGE>
Interest Expense
Interest expense decreased $0.1 million to $3.2 million, primarily as the
result of the cash benefit provided by the gain on the sale of the Cameron
Springs bottled water division.
Other Income
Other income increased $7.5 million from the comparable prior period due to
the sale of the Cameron Springs bottled water division. The Company's share of
income from Commonwealth Wine & Spirits, LLC remained constant at $0.1 million.
Net Income
Net income was $10.2 million for the quarter ended June 30, 2000, as
compared to $3.8 million for the comparable prior year period. Without the
Cameron Springs gain, net income would have been $2.8 million.
For financial analysis purposes only, the Company's earning before
interest, taxes, depreciation, and amortization (EBITDA) for the three months
ended June 30, 2000 decreased $0.6 million to $8.2 million as compared to $8.8
million for the prior year reporting period. EBITDA should not be construed as
an alternative to operating income or net cash flow from operating activities
and should not be construed as an indication of operating performance or as a
measure of liquidity.
Liquidity and Capital Resources
The Company's primary cash requirements have been to fund accounts
receivable and inventories for the product markets in Illinois, Indiana, and its
U. S. Beverage operations. The Company has historically satisfied its cash
requirements principally through cash flow from operations, trade terms and bank
borrowings.
At June 30, 2000, the Company had $11.0 million outstanding on its $60.0
million revolving credit facility, with $48.7 million available.
The Company used $10.7 million in net cash from operating activities for
the three months ended June 30, 2000, an increase of $8.8 million from the prior
year. Items that increased cash from operations as compared to the prior year,
were increased profitability of $6.5 million and a decrease in accounts
receivable of $20.2 million. Items that resulted in uses of cash from
operations, as compared to the prior year, were increased inventories of $16.7
million, decreased accounts payable of $10.1 million, and increased gains from
asset sales of $7.5 million. The increased inventories were primarily
responsible for the increased working capital needs during the three months
ended June 30, 2000, as compared to the prior reporting period.
12
<PAGE>
Net cash provided by investing activities during the quarter ended June 30,
2000, was $5.1 million, an increase of $8.6 million from the prior reporting
period. The proceeds from the sale of the Cameron Springs bottled water division
of $10.0 million was the primary reason for the change from the prior quarterly
period. The Company invested $2.0 million in eSkye.com, Inc during the quarter
ended June 30, 2000, which increased the amount of cash used by investing
activities.
Net cash provided by financing activities was $6.6 million, a decrease from
the prior year of $1.6 million. Increased stockholder distributions of $2.1
million as compared to the comparable prior year period were primarily
responsible for the change.
Total assets increased to $215.2 million at June 30, 2000, a $24.1 million
increase from March 31, 2000. Increased inventories and accounts receivable were
primarily responsible for the increase in assets. Total debt also increased to
$121.6 million at June 30, 2000, as compared to $111.6 million at March 31, 2000
primarily due to the increase in the revolving line of credit to fund the
increased working capital needs from March 31, 2000, to June 30, 2000.
The Company believes that the net proceeds received from the offering of
the senior notes, together with cash flow from operations and existing capital
resources, including cash and borrowings available under the Company's revolving
credit facility, will be sufficient to satisfy the Company's anticipated working
capital and debt service requirements and expansion plans.
Inflation
Inflation has not had a significant impact on the Company's operations but
there can be no assurance that inflation will not have a negative effect on the
Company's financial condition, results of operations or debt service
capabilities in the future.
Environmental Matters
---------------------
The Company currently owns and leases a number of properties, and
historically it has owned and/or leased others. Under applicable environmental
laws, the Company may be responsible for remediation of environmental conditions
relating to the presence of certain hazardous substances on such properties. The
liability imposed by such laws is often joint and several without regard for
whether the property owner or operator knew of, or was responsible for, the
presence of such hazardous substances. In addition, the presence of such
hazardous substances, or the failure to properly remediate such substances, may
adversely affect the property owner's ability to borrow using the real estate as
collateral and to transfer its interest in the real estate. Although the Company
is not aware of the presence of hazardous substances requiring remediation,
there can be no assurance that releases unknown to the Company have not
occurred. Except for blending and bottling of a few of the Company's private
label brands, the Company does not manufacture any of the wine or spirit
products it sells and believes that it has conducted its business in substantial
compliance with applicable environmental laws and regulations.
13
<PAGE>
Other
-----
As a matter of policy, the Company plans to review and evaluate all
professional services firms every three years. This review will include but is
not limited to legal, audit and information systems services. The next scheduled
review will occur during fiscal 2001.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company has no reportable events under this item.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company was named as a co-defendant in a lawsuit against a supplier,
which sought damages of $20,000,000. This suit was filed by the supplier's
former distributor. This case has been settled and under the terms of the
settlement, NWS is not required to make any financial payment, and accordingly
no sum of money will be assessed against the Company. The Company is also a
party to various other lawsuits and claims arising in the normal course of
business. While the ultimate resolution of lawsuits or claims against the
Company cannot be predicted with certainty, management is vigorously defending
all claims and does not expect that these matters will have a material adverse
effect on the financial position or results of operations of the Company.
Item 4. Submission of Matters to a Vote of Security Holders
Amended and Restated Articles of Incorporation of the Corporation were duly
approved and adopted by the shareholders of the Corporation by unanimous written
consents, effective as of June 13, 2000. The Articles of Incorporation of the
Corporation were amended and restated in their entirety to, among other things,
provide for the establishment of certain committees of Directors, clarify
Directors' and Shareholders' voting requirements, and clarify inconsistencies
and ambiguities that were in the prior Articles of Incorporation. The By-Laws of
the Corporation were also amended and restated in their entirety to clarify
inconsistencies and ambiguities contained in the prior By-Laws and to otherwise
make the By-Laws consistent with the new Amended and Restated Articles of
Incorporation of the Corporation. None of the amendments affected the rights of
the bondholders.
14
<PAGE>
Item 5. Other Events
In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, National Wine & Spirits, Inc. is hereby
identifying important factors that could cause the Company's actual results to
differ materially from those projected in forward-looking statements of the
Company made by, or on behalf of the Company.
Item 6. Exhibits
(a) Exhibits
(27) Financial Data Schedule
(99) Exhibit 99 - Forward-Looking Statements
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the three
months ended June 30, 2000.
15
<PAGE>
SIGNATURE
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.
NATIONAL WINE & SPIRITS, INC.
/s/ James E. LaCrosse
Date James E. LaCrosse,
Chief Financial Officer
16
<PAGE>
NATIONAL WINE & SPIRITS, INC.
FORM 10-Q
EXHIBIT INDEX
Exhibit Description
------- ----------------------
Exhibit 27 Financial Data Schedule
Exhibit 99 Forward-Looking Statement
17
