SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended May 1, 1999
Commission File No. 1-11254
VERMONT PURE HOLDINGS, LTD.
(Exact name of registrant as specified in its charter)
Delaware 06-1325376
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Route 66; PO Box C; Randolph, VT 05060
(Address of principal executive offices) (Zip Code)
(802)728-3600
(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 the latest practicable date.
Outstanding at
Class June 7, 1999
Common Stock, $.001 Par Value 10,259,758
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VERMONT PURE HOLDINGS, LTD. AND SUBSIDIARIES
INDEX
Page Number
Part I - Financial Information
Item 1. Financial Statements
Consolidated Balance Sheet as of
May 1, 1999 (unaudited) and
October 31, 1998 3
Consolidated Statement of Operations (unaudited) for
the Six Months and Three Months ended May 1, 1999
and April 25, 1998 4
Consolidated Statement of Cash Flows
(unaudited) for the Six Months ended
May 1, 1999 and April 25, 1998 5
Notes to Consolidated Financial Statements
(unaudited) 6 - 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operation 8 - 12
Part II - Other Information 13 - 16
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signature 17
Exhibit Index 13 - 16
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<TABLE>
<CAPTION>
VERMONT PURE HOLDINGS, LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
May 1, October 31,
1999 1998
--------------------- ---------------------
(unaudited) (unaudited)
--------------------- ---------------------
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash $626,944 $161,271
Accounts receivable 3,793,140 3,069,699
Inventory 1,783,133 1,843,927
Current portion of deferred tax asset 330,000 330,000
Other current assets 519,919 222,970
--------------------- ---------------------
TOTAL CURRENT ASSETS 7,053,136 5,627,867
--------------------- ---------------------
PROPERTY AND EQUIPMENT - net of accumulated depreciation 9,886,320 9,174,063
--------------------- ---------------------
OTHER ASSETS:
Intangible assets - net of accumulated amortization 9,440,014 9,595,915
Deferred tax asset 1,661,000 1,661,000
Other assets 124,289 114,658
--------------------- ---------------------
TOTAL OTHER ASSETS 11,225,303 11,371,573
--------------------- ---------------------
TOTAL ASSETS $28,164,759 $26,173,503
===================== =====================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $2,698,416 $3,007,630
Current portion of customer deposits 59,908 58,360
Accrued expenses 915,281 1,104,871
Current portion of long term debt 277,398 601,570
Current portion of obligations under capital lease 149,138 119,995
--------------------- ---------------------
TOTAL CURRENT LIABILITIES 4,100,141 4,892,426
Long term debt 1,303,114 1,428,807
Long term obligations under capital lease 319,503 210,203
Line of credit 10,984,793 8,783,793
Long term portion of customer deposits 938,563 893,145
--------------------- ---------------------
TOTAL LIABILITIES 17,646,114 16,208,374
--------------------- ---------------------
STOCKHOLDERS' EQUITY:
Common stock - $.001 par value, 20,000,000 10,310 10,288
authorized shares, 10,309,758 issued
shares at May 1, 1999 and 10,287,187
issued shares at October 31, 1998.
Paid in capital 23,122,747 23,080,049
Accumulated deficit (12,445,662) (12,956,458)
Treasury stock, at cost, 50,000 shares (168,750) (168,750)
--------------------- ---------------------
TOTAL STOCKHOLDERS' EQUITY 10,518,645 9,965,129
--------------------- ---------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $28,164,759 $26,173,503
===================== =====================
</TABLE>
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<TABLE>
<CAPTION>
VERMONT PURE HOLDINGS, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Six Months Ended Three Months Ended
-------------------------------- -----------------------------------
May 1, April 25, May 1, April 25,
1999 1998 1999 1998
--------------- ---------------- ---------------- ----------------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
SALES $13,680,319 $ 10,562,013 $ 7,799,473 $ 6,154,927
COST OF GOODS SOLD 4,983,873 4,460,310 2,952,859 2,518,156
--------------- ---------------- ---------------- ----------------
GROSS PROFIT 8,696,446 6,101,703 4,846,614 3,636,771
--------------- ---------------- ---------------- ----------------
OPERATING EXPENSES:
Selling, general and administrative expense 5,853,057 4,371,473 3,136,067 2,354,373
Advertising expenses 1,547,851 1,480,180 859,310 839,283
Amortization 303,426 262,681 151,812 141,975
--------------- ---------------- ---------------- ----------------
TOTAL OPERATING EXPENSES 7,704,334 6,114,334 4,147,189 3,335,631
--------------- ---------------- ---------------- ----------------
PROFIT (LOSS) FROM OPERATIONS 992,112 (12,631) 699,425 301,140
--------------- ---------------- ---------------- ----------------
OTHER INCOME (EXPENSE):
Interest - net (481,316) (345,780) (259,759) (194,496)
Miscellaneous 0 1,524 0 1,121
--------------- ---------------- ---------------- ----------------
TOTAL OTHER INCOME (EXPENSE) (481,316) (344,256) (259,759) (193,375)
--------------- ---------------- ---------------- ----------------
NET INCOME (LOSS) $510,796 $ (356,887) $ 439,666 $ 107,765
=============== ================ ================ ================
NET INCOME (LOSS) PER SHARE - BASIC $ 0.05 $ (0.03) $ 0.04 $ 0.01
NET INCOME (LOSS) PER SHARE - DILUTED $ 0.05 $ (a) $ 0.04 $ (a)
(a) =============== ================ ================ ================
Weighted Average Shares Used in Computation - Basic 10,254,996 10,220,923 10,257,091 10,279,540
Weighted Average Shares Used in Computation - Diluted 10,875,518 (a) 10,766,484 (a)
=============== ================ ================ ================
</TABLE>
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<TABLE>
<CAPTION>
VERMONT PURE HOLDINGS, LTD. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six months ended
---------------------------------------------
May 1, April 25,
1999 1998
-------------------- --------------------
(unaudited) (unaudited)
-------------------- --------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net profit/(loss) $510,796 $(356,887)
Adjustments to reconcile net income(loss)
to net cash provided by operating activities:
Depreciation 666,778 554,222
Amortization 303,426 262,681
(Gain) loss on disposal of property and equipment 6,883 71
Changes in assets and liabilities (net of effect of acquisitions):
(Increase) Decrease in accounts receivable (723,441) (669,424)
(Increase) Decrease in inventory 60,794 (214,684)
(Increase) Decrease in other current assets (296,949) 132,875
(Increase) Decrease in other assets 146,270 (110,370)
(Decrease) Increase in accounts payable (309,215) 895,828
(Decrease) Increase in customer deposits 46,966 63,153
(Decrease) Increase in accrued expenses (189,590) (258,381)
-------------------- --------------------
CASH PROVIDED BY OPERATING ACTIVITIES 222,717 299,084
-------------------- --------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment (1,117,160) (878,115)
Cash used for acquistions (294,665) (1,566,169)
-------------------- --------------------
CASH USED IN INVESTING ACTIVITIES (1,411,825) (2,444,284)
-------------------- --------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds (paydown) of line of credit 2,201,000 1,511,979
Proceeds from debt 0 8,302,705
Principal payment of debt (558,939) (7,473,698)
Sale of common stock 12,720 10,950
-------------------- --------------------
CASH PROVIDED BY FINANCING ACTIVITIES 1,654,781 2,351,936
-------------------- --------------------
NET INCREASE (DECREASE) IN CASH 465,673 206,736
CASH - Beginning of period 161,271 93,808
-------------------- --------------------
CASH - End of period $626,944 $300,544
==================== ====================
Cash paid for interest $481,316 $345,780
==================== ====================
NON-CASH FINANCING AND INVESTING ACTIVITIES:
Equipment acquired under capital leases $102,913 $87,115
==================== ====================
</TABLE>
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VERMONT PURE HOLDINGS, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with Form 10-Q instructions and in the opinion
of management contain all adjustments (consisting of only normal
recurring accruals) necessary to present fairly the financial position,
results of operations, and cash flows for the periods presented. The
results have been determined on the basis of generally accepted
accounting principles and practices applied consistently with the Form
10-KSB for the year ended October 31, 1998.
Certain information and footnote disclosures normally included in
financial statements presented in accordance with generally accepted
accounting principles have been condensed or omitted. The accompanying
consolidated financial statements should be read in conjunction with
the financial statements and notes thereto incorporated by reference
from the Company's Form 10-KSB and Annual Report for the year ended
October 31, 1998.
2. SIGNIFICANT ACCOUNTING POLICIES
In February 1997, the Financial Accounting Standards Board issued
Statement on Financial Accounting Standards No. 128, "Earnings Per
Share" (FAS No. 128) which became effective for both interim and annual
financial statements for periods ending after December 15, 1997. FAS
No. 128 requires a presentation of "Basic" and (where applicable)
"Diluted" earnings per share. Generally Basic earnings per share are
computed on only the weighted average number of common shares actually
outstanding during the period and the Diluted computation considers
potential shares issuable upon exercise or conversion of other
outstanding instruments where dilution would result. Furthermore, FAS
No. 128 requires the restatement of prior period reported earnings to
conform to the new standard.
3. LINE OF CREDIT
As of May 1, 1999 the Company's unused working capital line of credit
was $474,000. On that date the Company's unused acquisition line of
credit was $3,541,207.
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4. COMMITMENTS
The Company has leased new production equipment for the PET and home
and office production facilities located in Randolph, Vermont. The
leasing of this equipment amounts to $192,080. It is payable over seven
years and is financed by a capital lease with KeyCorp leasing.
The Company entered into a $650,000 five year lease with Softech
Financial. This lease is funding the upgrading and standardizing of its
home and office software.
5. MAJOR CUSTOMER
The Company terminated its distribution agreement with Coca-Cola
Enterprises effective April 11, 1999. The Company has entered into
contracts with independent Snapple distributors to market Vermont Pure
Spring Water in the territory previously serviced by Coca Cola
Enterprises.
6. SUBSEQUENT EVENTS
On May 18, 1999 the Company began to trade its common stock on the
American Stock Exchange under the symbol VPS. Prior to that date, its
stock had traded on the small cap tier of the NASDAQ stock market. The
change was made because the Company felt that the auction market format
of the AMEX is better suited to the trading characteristics of its
stock.
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PART I - Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
financial statements and notes thereto as filed in the Company's Form 10-KSB for
the year ended October 31, 1998.
Forward-Looking Statements
When used in the Form 10-Q and in future filings by the Company with the
Securities and Exchange Commission, the words or phrases "will likely result"
and "the Company expects," "will continue," "is anticipated," "estimated,"
"project," or "outlook" or similar expressions are intended to identify
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. The Company wishes to caution readers not to
place undue reliance on any such forward-looking statements, each of which
speaks only as of the date made. Such statements are subject to certain risks
and uncertainties that could cause actual results to differ materially from
historical earnings and those presently anticipated or projected. Among these
risks are water supply and bottling capacity constraints in the face of
significant growth, dependence on outside distributors, and reliance on
commodity price fluctuations as they influence raw material pricing. The Company
has no obligation to publicly release the result of any revisions which may be
made to any forward-looking statements to reflect anticipated or unanticipated
events or circumstances occurring after the date of such statements.
Results of Operations
Sales - Sales for the first six months of fiscal year 1999 were $13,680,319, an
increase of $3,118,306 or 30% over the sales of $10,562,013 for the
corresponding period last year. Sales for the second quarter of fiscal year 1999
were $7,799,473, an increase of $1,644,546 or 27% over sales of $6,154,927 for
the corresponding period last year. Excluding sales attributable to the
acquisitions in the six and three months ending May 1, 1999, sales increased
approximately 19% and 17%, respectively, over the corresponding periods last
year.
Sales for retail-size products increased $ 1,078,761 or 19%, for the six months
of fiscal year
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1999 compared to the corresponding period a year ago. Sales increased $674,175
or 19%, for the second quarter of fiscal 1999 compared to the corresponding
period a year ago. The increase was a result of volume increases related to the
continued growth of the Vermont Pure Brand, Hidden Springs brand and private
label brands. Increased promotional expense was incurred to enhance brand
awareness. This, as well as increased market penetration and development of new
markets, were responsible for the sales growth. Average selling prices for the
six and three months ending May 1, 1999 were down 6% and 2%, respectively for
the corresponding periods from the previous year. This is indicative of the
competitive marketplace as well as the increase in private and secondary labels.
The total 19% increase for the year to date was accounted for in the following
distribution channels: 8% attributable to Vermont Pure sizes, 1% attributable to
secondary labels, and 10% attributable to private labels. The Akva brand had no
material impact.
Sales for the home and office division increased $2,039,545 or 43%, for the
first six months of fiscal year 1999 compared to the corresponding period of the
prior year. Sales for the division increased 970,371 or 37%, for the second
quarter of fiscal year 1999 compared to the corresponding period of the prior
year. Exclusive of acquisitions, sales of home and office related products
increased approximately 11% and 13% the first half and first quarter of fiscal
1999, respectively.
Cost of Goods Sold - For the first six months of fiscal 1999, Cost of Goods Sold
was $4,983,873 compared to $4,460,310 for the same period in fiscal year 1998
resulting in gross profits of $8,696,446 or 64% of sales. For the second
quarter, Cost of Goods Sold was $2,952,859 compared to $2,518,156 for the same
period in fiscal 1998 resulting in gross profits of $4,846,614 or 62% of sales.
The increase in gross profit for the respective six and three month periods was
due to a considerable increase in sales volume which resulted in a lower cost
per unit. In addition, the Company's sales continued to be skewed toward higher
margin home and office sales. Raw material pricing increased slightly throughout
the first half of 1999. However, the Company's PET bottle prices are dependent
on the market costs of resin, and the stability of these costs cannot be
guaranteed. Significant price fluctuations in the future could result in
corresponding positive or negative effects on cost of goods sold and gross
profit.
Operating Expenses - For the first six months of fiscal year 1999 compared to
the corresponding period in fiscal year 1998, total operating expenses were
$7,704,334 and $6,114,334 an increase of $1,590,000 or 26%. For the second
quarter, operating expenses were $4,147,189 in 1999 compared to $3,335,631 in
1998, this was an increase of 24%. Selling, general and administrative expenses
increased by $1,481,584 or 34%, for the first six months of fiscal 1999 and
$781,694 or 33% for the second quarter of fiscal 1999. The increase in these
costs was primarily due to the addition of the operating costs of acquired
businesses as well as to support internal sales growth. The Company anticipates
that it will continue to pursue acquisitions in the future and that a key part
of this growth strategy will be maximizing the operating efficiencies of the
acquired companies. However, no assurance can be given that this effort will
yield savings and profit. Advertising and promotional expense increased $67,671
and $20,027 during the six month and second quarter periods during
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<PAGE>
1999, respectively, over the corresponding periods last year. These increases
are associated with increased market penetration and brand awareness. The sales
growth rate exceeded the rate of growth in promotional expenses. Given the
competitive nature of the industry, the Company anticipates that it will
continue to spend significant amounts in the future for advertising and
promotion as it continues to develop brand recognition and increase market
penetration but can give no assurances that increases in spending will result in
higher sales. For the first half and second quarter of fiscal year 1999,
amortization increased $40,745 and $9,837 respectively, from the same periods a
year ago as a result of increased goodwill from new acquisitions.
Profit From Operations - Profit from operations for the first six months of
fiscal 1999 was $992,112 as compared to loss of $12,631for the corresponding
period last year, an improvement of $1,004,743. Profit from operations for the
second quarter of fiscal 1999 was $699,425 as compared to $301,140 for the
corresponding period last year, an increase of $398,285. The improvement is
attributable to the increase in sales combined with a decrease in raw material
costs and production and distribution volume efficiencies. The Company plans to
continue to create greater consumer awareness and to find alternate distribution
channels for its retail product and expand its less seasonal home and office
distribution business. No assurance can be given that this plan will be
successful.
Other Income/Expense - Net interest expense increased $135,536 or 39% and
$65,263 or 34% for the first six months and second quarter of fiscal year 1999,
respectively, compared to the corresponding periods in fiscal year 1998. The
increase in interest expense was a result of increased borrowing to fund
operations and finance acquisitions through a bank line of credit.
Net Income/Loss- The Company's net profit for the first six months of fiscal
year 1999 was $510,796 compared to a net loss of $356,887 for the corresponding
period last year, an improvement of $867,683. The net profit for the second
quarter of fiscal 1999 was $439,666 compared to a net profit of $107,765 for the
same quarter in 1998, an improvement of $333,901, or 308%. The increase in net
income for the first six months and second quarter is indicative of the
improvement in results of operations more than offsetting increased interest
charges to finance growth through acquisitions.
Liquidity and Capital Resources
Due principally to changes in accounts receivable and accounts payable, cash
flow from operations showed a slight decline for the first six months of the
fiscal year 1999 compared to the corresponding fiscal period in 1998. The net
cash inflow decreased to $222,717 from $299,084, for those respective periods, a
decline of 26%. The Company's primary requirements for cash continues to be for
the marketing and promotional activities needed to effect market penetration and
expand sales, acquisition of operating assets needed to accommodate the growth
of the business, and debt repayment. These requirements may result in future net
cash outflows on a seasonal basis.
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As of May 1, 1999, the Company had working capital of $2,952,995 compared to
$735,000 on October 31, 1998. The increase in working capital of $2,217,995
reflects, primarily, increased accounts receivable and cash generated from
operations. Scheduled debt repayments from the financing of acquisitions and
resulting integration costs and capital expansion continues to be a significant
use of cash for the Company. As of June 7, 1999 the Company had borrowed
$2,282,000 from the working capital portion of its line of credit with First
Union Bank compared to $844,000 of the line at the beginning of the fiscal year.
The maximum amount available to borrow under this facility is $3,000,000. All of
the First Union borrowings are under one facility and divided into separate
working capital and acquisition segments. The Company pays a fixed interest rate
of 8.29% on most of the outstanding loan balance and LIBOR plus 2.5% on the
rest. The facility is secured by all the inventory, receivables and intangible
assets of the Company and expires April 2003.
Although the Company has increased its cash usage over the last year, due to
acquisitions, it anticipates that its working capital position will improve in
future quarters and will be adequate to fund operations when supplemented by its
operating line of credit. Future sales growth and acquisitions may require
significant capital additions. The Company anticipates that it will be able to
use its own resources and obtain financing for this expansion although no
assurance can be given that this financing will be available. The Company is
continuing to pursue an active program of evaluating acquisition options. To
complete any acquisitions, the Company anticipates using its capital resources,
stock and its existing bank line of credit.
Year 2000 Readiness Disclosure
Computers, software and other equipment utilizing microprocessors that
use only two digits to identify a year in a date field may be unable to
accurately process certain date-based information at or after the Year 2000.
This is commonly referred to as the "Year 2000" or "Y2K" problem.
State of Readiness. The Company has assessed its state of readiness for
dealing with the Year 2000 problem. It has investigated its information
technology ("IT") systems and non-information technology ("NIT") systems for
readiness, and has ascertained that some remediation will be necessary. With
respect to IT systems, the Company is currently completing certain internal
hardware and software upgrades. With respect to NIT systems, among other things,
the Company has examined its production equipment for Year 2000 readiness and
believes that they are compliant. In addition, the Company continues to request
information on the Year 2000 readiness and contingency plans of its customers,
suppliers, bankers and other third parties to assess the potential risks to the
Company. The Company is currently tabulating the response results and following
up with vendors that have not responded or have provided unsatisfactory
responses. Along with the readiness and contingency plans of the above named
group the Company is also seeking written certifications from such third parties
as to their Year 2000 compliance. However, there can be no assurance that such
certifications will be obtained. Moreover, even if such certifications are
obtained, the Company will not be able to independently verify that such third
parties are, in fact, Year 2000 compliant.
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Costs. The Company does not anticipate incurring any material
expenditures in connection with identifying or evaluating Year 2000 compliance
issues. A number of computer hardware and software upgrades would have been
necessary even in the absence the Year 2000 situation, in order to achieve
maximum cost savings and other efficiencies from recent acquisitions.
Risks. Although the Company's assessment of its Year 2000 exposure is
not yet complete, the Company, at this time, does not expect the Year 2000
problem to create a material disruption in the Company's business or have a
material financial impact on its operations. In general, the Company does not
rely on electronic technology to produce or distribute its product. In addition,
the Company believes that is has sufficient time, resources and expertise to
accomplish the hardware and software upgrades that will be necessary.
To the extent that unanticipated Year 2000 problems arise at the
Company or any of its significant customers, suppliers, bankers or other third
parties, the Company's business, financial position and results of operations
could be materially adversely affected. The Company believes that the greatest
potential risk is the failure of third party customers and suppliers to achieve
an appropriate level of Year 2000 readiness. Although the company believes such
third parties have the resources and expertise to avoid significant Year 2000
problems, it would be difficult for the Company to insulate itself from any
disruptions in the operations of key third parties which may result from the
Year 2000 issue. Among other things, the Company's principal distributors could
be unable to deliver products in a timely manner, and the Company may experience
a disruption in its ability to get products to market. In addition, the Company
could suffer from shortages of bottle or water supplies if any of its third
party suppliers experience Year 2000 problems.
Contingency Plans. The Company is continuing to develop its Year 2000
contingency plans to address any critical risks that may be identified. The
Company is communicating with its external customers, suppliers, bankers and
other third parties to determine their Year 2000 contingency plans and to
coordinate, to the extent possible, with such plans. As the Company is still
quantifying and qualifying the issues relating to its customers and vendors it
is not in the position yet to finalize its contingency plans. However, the
Company will quantify their potential impact and complete the development of the
contingency plans as more information becomes available.
The foregoing Year 2000 capital disclosure constitutes a "Year 2000
readiness disclosure" under the Year 2000 Information and Readiness Disclosure
Act.
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PART II - Other Information
Item 1 - Legal Proceedings
None
Item 2 - Changes in Securities
(a) None
(b) None
None
Item 3 - Defaults upon Senior Securities
None
Item 4 - Submission of Matters to a Vote of Security Holders
None
Item 5 - Other Information
None
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Item 6 - Exhibits and Reports on Form 8-K
Exhibit Description
Number
3.1 Amended and Restated Certificate of Incorporation of
Registrant dated January 12, 1994. (Incorporated by
reference from Exhibit 3.3 of Form 10-KSB for fiscal
year ended October 30, 1993 - File No. 1-11254.)
3.2 By-Laws of Registrant. (Incorporated by reference
from Exhibit 3.4 of Registration Statement
33-46382.)
3.3 Amendment to By-Laws of Registrant Adopted March 26,
1997. (Incorporated by reference from Exhibit 3.3 of
Form 10-KSB for fiscal year ended October 25, 1997 -
File No. 1-11254.)
10.1 Employment Agreement between the Registrant and
Timothy G. Fallon dated as of November 1, 1996.
(Incorporated by reference from Exhibit 10.1 of Form
10-KSB for fiscal year ended October 25, 1997 - File
No. 1-11254.)
10.2 Employment Agreement between the Registrant and
Bruce S. MacDonald dated as of November 1, 1997.
(Incorporated by reference from Exhibit 10.2 of Form
10-KSB for fiscal year ended October 25, 1997 - File
No. 1-11254.)
10.3 Stock Option Agreement between Registrant and Mr.
Fallon. (Incorporated by reference from Exhibit
10.7 of Form 10-K for fiscal year ended October 28,
1994, File No. 1-11254.)
10.4 Termination Agreement dated as of December 12, 1997
between the Registrant and Condor Ventures Ltd.
(Incorporated by reference from Exhibit 10.5 of Form
10-KSB for fiscal year ended October 25, 1997 - File
No. 1-11254.)
10.5 1993 Performance Equity Plan. (Incorporated by
reference from Exhibit 10.9 of Registration
Statement 33-72940.)
10.6 Agreement dated July 30, 1993 between Transportation
Display Industries and the Registrant. (Incorporated
by reference from Exhibit 10.8 of Registration
Statement 33-72940.)
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10.7 Stock Purchase Agreement between Springs and Carolyn
Howard relating to the acquisition of A.M. Fridays,
Inc. dated July 16, 1997. (Incorporated by
reference from Exhibit 10.1 of the Report on Form
10-QSB for the Quarter Ended July 26, 1997.)
10.8 Stock Purchase Agreement between the Registrant and
David Eger dated August 27, 1997 relating to
Excelsior Spring Water Co. ("Excelsior").
(Incorporated by reference from Exhibit 10.1 of the
Report on Form 8-K dated September 11, 1997.)
10.9 Promissory Note from the Registrant to Mr. Eger in
the principal amount of $503,000. (Incorporated by
reference from Exhibit 10.2 of the Report on Form
8-K dated September 11, 1997.)
10.10 Form of Note Purchase Agreement between the
Registrant and certain note holders of Excelsior
dated August 27, 1997. (Incorporated by reference
from Exhibit 10.3 of the Report on Form 8-K dated
September 11, 1997.)
10.11 Form of Stock Purchase Agreement between the
Registrant and certain stockholders of Excelsior
dated August 27, 1997. (Incorporated by reference
from Exhibit 10.4 of the Report on Form 8-K dated
September 11, 1997.)
10.12 Schedule of Stock and Note Purchase Agreement
information dated August 27, 1997 regarding the
Excelsior purchase. (Incorporated by reference from
Exhibit 10.7 of the Report on Form 8-K dated
September 11, 1997.)
10.13 Asset Purchase Agreement between Springs and
Greatwater Refreshment Services, Inc. dated February
19, 1997. (Incorporated by reference from Exhibit
10.1 of the Report on Form 10-QSB/A for the Quarter
Ended April 26, 1997.)
10.14 Consulting Agreement between the Registrant and
Corporate Investors Network, Inc. dated December 1,
1996. (Incorporated by reference from Exhibit 10.1
of the Report on Form 10-QSB for the Quarter Ended
January 25, 1997.)
10.15 Warrant Agreement between the Registrant and Eugene
F. Malone dated December 1, 1996. (Incorporated by
reference from Exhibit 10.2 of the Report on Form
10-QSB for the Quarter Ended January 25, 1997.)
10.16 1998 Incentive and Non-Statutory Stock Option Plan
(Incorporated by reference to Appendix A of the
Registrant 1998 Proxy Statement.)
10.17 Asset Purchase Agreement between Vermont Pure
Holding, Ltd. and Vermont Coffee Time, Inc. relating
to the purchase certain assets and liabilities dated
December 19, 1997. (Incorporated by reference from
Exhibit 10.1 of the report on Form 10-QSB for the
Quarter ended January 24, 1998).
10.18 Promissory Note Between Vermont Pure Springs, Inc.
and Vermont Pure Holdings and Coffee Time, Inc.
dated January 5, 1998. (Incorporated by reference
from Exhibit 10.2 of the report on Form 10-QSB for
the Quarter ended January 24, 1998).
-15-
<PAGE>
10.19 Security Agreement between Vermont Pure Springs,
Inc. and Vermont Pure Holdings and Coffee Time, Inc.
dated January 5, 1998. (Incorporated by reference
from Exhibit 10.3 of the report on Form 10-QSB for
the Quarter ended January 24, 1998).
10.20 Consulting Agreement between Amy Berger and Vermont
Pure Holdings, Ltd. dated January 5, 1998.
(Incorporated by reference from Exhibit 10.4 of the
report on Form 10-QSB for the Quarter ended January
24, 1998).
10.21 Distribution Rights Agreement between Vermont Pure
Springs, Inc. and Akva Hf. dated December 9, 1997.
(Incorporated by reference from Exhibit 10.5 of the
report on Form 10-QSB for the Quarter ended January
24, 1998).
10.22 Packing and Distribution Agreement between Vermont
Pure Springs, Inc. and Akva Hf. dated December 9,
1997. (Incorporated by reference from Exhibit 10.6
of the report on Form 10-QSB for the Quarter ended
January 24, 1998).
10.23 Asset Purchase Agreement between Vermont Pure
Holdings, Ltd. And Sagamon Springs, Inc. relating to
the purchase certain assets and liabilities dated
January 31, 1998. (Incorporated by reference from
Exhibit 10.1 of the report on Form 10-QSB for the
Quarter ended April 25, 1998).
10.24 Agreement and Collateral Assignment of Lease between
Vermont Pure Holdings, Ltd. and Sagamon Springs,
Inc. dated January 30, 1998. (Incorporated by
reference from Exhibit 10.2 of the report on Form
10-QSB for the Quarter ended April 25, 1998).
10.25 Security Agreement between Vermont Pure Holdings,
Ltd. and Sagamon Springs, Inc. dated January 6,
1998. (Incorporated by reference from Exhibit 10.3
of the report on Form 10-QSB for the Quarter ended
April 25, 1998).
10.26 Term Note for $65,000 between Vermont Pure Holdings,
Ltd. and Sagamon Springs, Inc. dated January 6,
1998. (Incorporated by reference from Exhibit 10.4
of the report on Form 10-QSB for the Quarter ended
April 25, 1998).
10.27 Non Compete Agreement of Fred Beauchamp and Jim
Creed between Vermont Pure Holdings, Ltd. and
Sagamon Springs, Inc. dated January 6, 1998.
(Incorporated by reference from Exhibit 10.5 of the
report on Form 10-QSB for the Quarter ended April
25, 1998).
10.28 Loan and Security Agreement Between Vermont Pure
Springs, Inc. and CoreStates Bank, N.A. dated April
8, 1998. (Incorporated by reference from Exhibit
10.6 of the report on Form 10-QSB for the Quarter
ended April 25, 1998.
-16-
<PAGE>
SIGNATURE
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.
Dated: June 15, 1999
Randolph, Vermont
VERMONT PURE HOLDINGS, LTD.
By: /s/ Bruce S. MacDonald
Bruce S. MacDonald
Vice President, Chief Financial Officer
(Principal Accounting Officer and Principal
Financial Officer)
-17-
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<FISCAL-YEAR-END> OCT-31-1999
<PERIOD-START> NOV-01-1998
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