SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 1, 1996
ATLANTIC BEVERAGE COMPANY, INC.
(Exact name of registrant as specified in its
charter)
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<S> <C>
Delaware 0-22614 36-3761400
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.
incorporation or organization)
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1587 Sulphur Spring Road
Baltimore, Maryland
(Address of principal executive offices)
21227
(Zip Code)
(410) 247-5857
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 7. Financial Statements and Exhibits
The Pro Forma Consolidated Statement of Operations for the
Year Ended December 31, 1995 was inadvertently omitted from
the Company's Form 8-K filed on August 12, 1996. The notes
thereto, while included in the Form 8-K filed on August 12,
1996, are also being filed herewith for ease of reference.
(a) Financial Statements
(ii) Financial Statements of Acquiring Business
* Atlantic Beverage Company, Inc. Pro
Forma Consolidated Statement of
Operations for the Year Ended
December 31, 1995 (unaudited)
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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 hereunto duly authorized.
ATLANTIC BEVERAGE COMPANY, INC.
Dated: August 13, 1996 By: /s/ Merrick M. Elfman
--------------------------
Merrick M. Elfman,
Chairman of the Board
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INDEX TO FINANCIAL STATEMENTS AND EXHIBITS
Financial Statement Description
Page
Atlantic Beverage Company, Inc. Pro Forma Consolidated Statement of F-1
Operations for the Year Ended December 31, 1995 (unaudited)
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ATLANTIC BEVERAGE COMPANY, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
(UNAUDITED)
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Pro Forma
Combined as
Previously Richard's Pro Forma Pro Forma
Reported * (Historical) Adjustments Consolidated
------------------ --------------- ---------------- ----------------
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Net Sales $ 136,424,061 $ 3,377,076 $ 139,801,137
Cost of goods sold 119,484,764 2,240,328 121,725,092
------------------ --------------- ----------------
Gross Profit 16,939,297 1,136,748 18,076,045
Selling, general and administrative:
Salaries and benefits 7,794,124 155,698 56,000 (a) 8,005,822
Other operating expense 7,190,249 123,021 7,313,270
Depreciation and amortization 1,019,242 60,797 59,750 (b) 1,139,789
Management and consulting fees 339,173 -- 50,000 (c) 389,173
------------------ --------------- ---------------- ----------------
Total selling, general and
administrative 16,342,788 339,516 165,750 16,848,054
Income from operations 596,509 797,232 (165,750) 1,227,991
Other Income (Expenses):
Interest expense (905,151) -- (263,781) (d) (1,168,932)
Interest income 11,654 10,462 22,116
Other 54,928 -- 54,928
------------------ --------------- ---------------- ----------------
Income (loss) before income tax
provision (242,060) 807,694 (429,531) 136,103
Income tax provision
------------------ --------------- ---------------- ----------------
Net (loss) income from continuing
operations $ (242,060) $ 807,694 $ (429,531) $ 136,103
================== =============== ================ ================
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* As reported in Atlantic Beverage Company, Inc.'s Form 8-K dated March 15,
1996.
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NOTES TO PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(a) To reflect difference of pre- and post-acquisition salaries and
benefits of the former owner of Richard's in accordance with an employment
agreement.
(b) To reflect amortization expense on acquisition goodwill, as calculated
below:
Acquisition goodwill $2,390,000
Amortization period 40
----------
Annual amortization 59,750
4
----------
Quarterly amortization 14,938
(c) To record management fees to be paid to Sterling Capital in accordance
with a management agreement.
(d) To record interest expense on acquisition financing as follows:
Interest expense on new debt $253,781
Amortization of deferred
financing costs of $50,000, to be
amortized over 5 years 10,000
--------
Annual amortization 263,781
4
--------
Quarterly amortization 65,945
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