SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 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 no. 1-10340
ALLOU HEALTH & BEAUTY CARE, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 11-2953972
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(State or other jurisdiction of incorporation or (I.R.S.
organization) Employer Identification No.)
50 EMJAY BOULEVARD, BRENTWOOD, NEW YORK 11717
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(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (516) 273-4000
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class On Which Registered
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Class A Common Stock, par value $.001 per share American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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 by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. /__/
The aggregate market value of the Common Stock of the Registrant held
by non-affiliates of the Registrant on June 28, 2000 was $33,675,417. Such
aggregate market value is computed by reference to the closing sales price of
the Class A common stock on such date. For purposes of this calculation, the
Registrant has excluded the Class B common stock, which is held primarily by
affiliates and is not publicly-traded.
<PAGE>
The number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date: 5,567,632 shares of Class A
common stock and 1,200,000 shares of Class B common stock as of the close of
business on June 28, 2000.
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
------------------
Our Class A common stock is listed on the American Stock Exchange
under the symbol "ALU". There is no established public trading market for our
Class B common Stock.
The following table sets forth the quarterly high and low sales
price of the Class A common stock during our last two fiscal years:
<TABLE>
<CAPTION>
HIGH LOW
FISCAL YEAR ENDING MARCH 31, 1999:
<S> <C> <C> <C> <C>
Quarter ending June 30, 1998......................................... $16.00 $7.938
Quarter ending September 30, 1998.................................... 11.25 4.313
Quarter ending December 31, 1998..................................... 12.25 3.375
Quarter ending March 31, 1999........................................ 12.875 7.625
FISCAL YEAR ENDING MARCH 31, 2000:
Quarter ending June 30, 1999......................................... $14.25 $7.625
Quarter ending September 30, 1999.................................... 7.375 5.375
Quarter ending December 31, 1999..................................... 8.75 5.375
Quarter ending March 31, 2000........................................ 9.50 6.312
Quarter ending June 30, 2000
(through June 6, 2000)..................................... $8.00 $5.625
</TABLE>
Holders
-------
As of June 26, 2000, there were 93 holders of record of our Class A
common stock and 4 holders of record of our Class B common stock. Based upon
conversations with brokers, management believes that there are in excess of
1,000 beneficial owners of the Class A common stock.
Dividends
---------
We have not paid a dividend on our shares of Class A common stock or
Class B common stock and have no present expectation of doing so in the
foreseeable future.
On January 2, 2000, the Company issued 75,472 shares of Class A
common stock to the shareholders of Tri-State Pharmaceutical Consultants Corp.
as partial consideration for the purchase of assets. The issuance and sale of
the securities set forth above are exempt from registration under the Securities
Act in reliance upon Section 4(2) of the Securities Act as a transaction not
involving a public offering.
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA .
ALLOU HEALTH & BEAUTY CARE INC.
INCOME STATEMENT DATA:
<TABLE>
<CAPTION>
Years Ended March 31,
2000 1999(1) 1998(1) 1997 1996
---- ------- ------- ---- ----
(In thousands, except for per share data)
<S> <C> <C> <C> <C> <C>
Revenues $421,047 $334,175 $301,092 $285,311 $273,322
Costs of revenues 367,964 289,637 262,237 250,843 241,734
-------- -------- -------- -------- --------
Gross profit 53,083 44,538 38,855 34,468 31,588
Warehouse and delivery expense 12,307 10,279 9,288 8,592 8,063
Selling, general and
administrative expense 18,520 14,707 13,264 12,766 11,894
-------- -------- -------- -------- --------
Income from operations 22,256 19,552 16,303 13,110 11,631
Interest and other 10,874 9,647 8,470 6,567 5,513
-------- -------- -------- -------- --------
Income from operations
before income taxes 11,382 9,905 7,833 6,543 6,118
-------- -------- -------- -------- --------
Discontinued operations, net
of income taxes 7,916 ( 4,599) ( 576)
-------- -------- --------
Net income $14,959 $ 1,348 $ 4,280 $ 4,059 $ 3,757
======== ======== ======== ======== ========
Net income per common share (2)
Basic:
Operations $ 1.05 $ .98 $ .84
Discontinued operations 1.17 ( .76) ( .10)
-------- -------- --------
$ 2.22 $ .22 $ .74 $ .71 $ .66
======== ======== ======== ======== ========
Diluted:
Operations $ .97 $ .87 $ .81
Discontinued operations 1.08 ( .67) ( .09)
-------- -------- --------
$ 2.05 $ .20 $ .72 $ .70 $ .65
======== ======== ======== ======== ========
Balance Sheet Data:
As of March 31,
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Cash $ 51 $ 400 $ 47 $ 77 $ 144
Working capital 64,725 52,192 43,959 42,052 37,557
Total assets 259,955 219,907 178,384 161,348 126,185
Total long-term liabilities 1,640 724 1,354 1,841 560
Total liabilities 183,799 159,571 125,771 113,121 82,016
Stockholders' equity 76,157 60,336 52,613 48,227 44,168
</TABLE>
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(1) As a result of the sale by the Company of its majority interest in The
Fragrance Counter Inc., the statements of income for the prior years have been
restated to segregate the net results of continued and discontinued operations.
(2) Net income per common share for fiscal 1997 and prior periods have been
restated in accordance with Financial Accounting Standards No. 128, 'Earnings
Per Share, which requires presentation of basic earnings per share and diluted
earnings per share.
-10-
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) Documents filed as part of this Report.
<TABLE>
<CAPTION>
1. Financial Statements Page
----
<S> <C>
Report of Independent Auditor.............................................................F-1
Consolidated Balance Sheets -- March 31, 2000 and 1999....................................F-2
Consolidated Statements of Income -- Years ended March 31, 2000,
1999 and 1998.............................................................................F-3
Consolidated Statements of Stockholders' Equity -- Years ended March
31, 2000, 1999 and 1998...................................................................F-4
Consolidated Statement of Cash Flows -- Years ended March 31, 2000,
1999 and 1998.............................................................................F-5
Notes to Consolidated Financial Statements................................................F-6
Selected Financial Data..................................................................F-15
2. Financial Statement Schedules
Schedule VIII- Valuation and Qualifying Accounts and Reserve S-1
</TABLE>
(b) Reports on Form 8-K.
No reports on Form 8-K were filed by the Registrant during the last
fiscal quarter of the period covered by this Report.
(c) Exhibits.
The following Exhibits are filed as a part of this Report:
Exhibit No. Description
----------- -----------
*3.1 Certificate of Incorporation of the Registrant as amended on
October 19, 1998 and currently in effect
3.2 By-Laws of the Registrant (filed as Exhibit 3b to Registration
Statement No. 33-26981 on Form S-1 ("Registrant's Form S-1"), and
incorporated herein by reference).
10.4 Employment Contract dated as of June 30, 1996 between the Registrant
and Ramon Montes (filed as Exhibit 10.3 to Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 1996
Commission File No. 1-10340 and incorporated herein by reference).
<PAGE>
10.5 Amended and Restated 1989 Incentive Stock Option Plan (filed as Exhibit
10(e) to Registrant's Annual Report on From 10-K for the fiscal year
ended March 31, 1990 Commission File No. 1-10340 and incorporated
herein by reference).
10.6 1991 Stock Option Plan (filed as Exhibit 10(e)(1) to Registrant's
Post-Effective Amendment No. 1 to Registrant's Form S-1 and
incorporated herein by reference).
10.7 1992 Stock Option Plan (filed as Exhibit 10(e)(2) to Registrant's
Annual Report on From 10-K for the fiscal year ended March 31, 1993
Commission File No. 1-10340 and incorporated herein by reference).
10.8 1995 Nonqualified Stock Option Plan (filed as Exhibit A to Registrant's
1996 Definitive Proxy Statement on Schedule 14A Commission File No.
1-10340 and incorporated herein by reference).
10.9 1996 Stock Option Plan (filed as Exhibit B to Registrant's 1996
Definitive Proxy Statement on Schedule 14A Commission File No. 1-10340
and incorporated herein by reference).
10.10 Lease Agreement dated December 8, 1993 between Allou Distributors, Inc.
and Brentwood Distribution Co. (filed as Exhibit 10(f) to Registrant's
Annual Report on Form 10-K for the fiscal year ended March 31, 1995
Commission File No. 1-10340 ("1995 Form 10-K") and incorporated herein
by reference).
10.11 Lease Agreement dated March 4, 1980 between Registrant and Pueblo
Supermarkets, Inc. (filed as Exhibit 10g to Registrant's Form S-1 and
incorporated herein by reference).
10.12 Lease Agreement dated January 1, 1993 between M. Sobol, Inc. and Simon
and Barbara J. Mandell (filed as Exhibit 10(g) to Registrant's Annual
Report on Form 10-K for the fiscal year ended March 31, 1994 Commission
File No. 1-10340 ("1994 Form 10-K") and incorporated herein by
reference).
10.13 Agreement dated December 13, 1994 between Allou Distributors, Inc. and
the National Organization of Industrial Trade Unions (filed as Exhibit
10(i) to the Registrant's 1995 Form 10-K and incorporated herein by
reference).
10.14 Agreement dated December 15, 1997 between Allou Distributors, Inc. and
Local No. 1. (titled as Exhibit 10.14 to the Registrant's 1998 10-K and
incorporated herein by reference).
10.15 Third Restated and Amended Revolving Credit and Security Agreement
dated October 22, 1997 among BankBoston, N.A., IBJ Schroder Bank &
Trust Company, Sanwa Business Credit Corporation, LaSalle Business
Credit, Inc., Bank Leumi Trust Company of New York, The Dime Savings
Bank of New York, FSB, The First National Bank of Maryland, Key
Corporate Capital, Inc. (titled as Exhibit 10.15 to the Registrant's
1998 10-K and incorporated herein by reference).
10.16 Master Lease Finance Agreement dated as of April 24, 1996 between
BankBoston Leasing Inc. and Allou Distributors, Inc. (filed as Exhibit
10.14 to Registrant's 1996 10-K and incorporated herein by reference).
*10.17 Fifth Restated and Amended Revolving Credit and Security Agreement
dated May 5, 2000 among Fleet Capital Corporation, LaSalle Business
Credit, Inc., Bank Leumi USA, Dime Commercial Corp., Allfirst Bank, Key
Corporate Capital, Inc., American National Bank and Trust Company of
Chicago, Webster Bank, Mellon Bank, N.A., Allou Health & Beauty Care,
Inc. and Allou Distributors, Inc.
*21 Subsidiaries of the Registrant
*23.1 Consent of Mayer Rispler & Company, P.C.
*27 Financial Data Schedule
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* Filed herewith
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
ALLOU HEALTH & BEAUTY CARE, INC.
By: /s/ David Shamilzadeh
-----------------------------
David Shamilzadeh
President and Chief Financial Officer
Dated: July 19, 2000
