SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
January 15, 2009
DRINKS AMERICAS HOLDINGS, LTD.
(Exact Name of Registrant as Specified in its Charter)
Delaware 33-55254-10 87-0438825
------------- ----------- ----------
State of Commission IRS Employer
Incorporation File Number I.D. Number
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372 Danbury Road, Suite 163, Wilton, Connecticut 06897
Address of principal executive offices
Registrant's telephone number: (203) 762-7000
(Former Name or Former Address, if Changed Since Last Report)
Explanatory Note
This amendment supplements the Current Report on Form 8-K filed by Drinks
Americas Holding, Ltd.("we," "our," "us," or the "Company") with the Securities
and Exchange Commission on January 15, 2009, in which we disclosed the
completion of our acquisition of 90% of the outstanding capital stock of Olifant
USA, Inc.("Olifant"), to include in such report the financial statements of
Olifant for the year ended February 28,2008, and the periods ended November 30,
2008 and 2007, required by Item 9.01(a) and the pro forma financial information
for the year ended February 29, 2008 and the periods ended November 30, 2008 and
2007 required by Item 9.01(b).
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
(i) The financial statements of Olifant as of February 29, 2008
are incorporated by reference to our 10Q filed March 23, 2009.
(ii) The unaudited financial statements of Olifant as of November
30, 2008 and 2007 and for each of the nine month periods ended
November 30, 2008 and 2007 are incorporated by reference to
our 10Q filed on March 23, 2009
(b) Pro Forma Financial Statements
Pro Forma balance sheets as of January 31, 2009 and April 30, 2008
have not been provided as the acquisition has been reflected on our
January 31, 2009 balance sheet included with our 10Q filed on
March 23, 2009.
What these pro forma statements show
The unaudited pro forma combined statements of operations give effect to the
acquisition using the purchase method of accounting. The unaudited pro forma
combined statement of operations for the year ended April 30, 2008 and nine
months ended January 31, 2009 assume the merger took place on March 1, 2007.
The unaudited pro forma combined statement of operations for the year ended
April 30, 2008 combine the Company's historical results of operations for the
year ended April 30, 2008 with Olifant's historical results of operation for the
year ended February 29, 2008. The unaudited pro forma combined statement of
operations for the nine months ended January 31, 2009 combine the Company's
historical results of operations for the nine months ended January 31, 2009 with
Olifant's historical results of operations for the nine months ended November
30, 2008.
Basis of Presentation
The unaudited pro forma combined statements of operations reflect the Olifant
acquisition accounted for using the purchase method of accounting and have been
prepared on the basis of assumptions described in the notes thereto.
The unaudited pro forma combined financial data should be read in conjunction
with the related notes included herein in this Current Report on Form 8-K/A and
the consolidated audited and consolidated unaudited financial statements of the
Company and the audited and unaudited financial statements of Olifant, which are
incorporated by reference in this Current Report on Form 8-K/A. The unaudited
pro forma combined financial data are not necessarily indicative of what the
actual results of operations would have been had the Olifant acquisition taken
place on March 1, 2007 and are not indicative of future results of operations.
UNAUDITED PRO FORMA COMBINED
STATEMENTS OF OPERATIONS
For the Nine Months Ended January 31, 2009
Historical
----------------------------
Pro-forma Pro-forma
Company Olifant Adjustments Combined
------------ ------------ ------------ ------------
Net sales $ 2,214,710 $ 534,759 $ -- $ 2,749,469
Cost of sales 1,689,835 354,133 -- 2,043,968
------------ ------------ ------------ ------------
Gross profit 524,874 180,626 -- 705,500
Selling, general and administrative expenses 4,366,543 239,005 -- 4,605,548
------------ ------------ ------------ ------------
Loss before other income (expense) and income tax
expense (3,841,669) (58,379) -- (3,900,048)
Other income (expenses):
Interest expense (122,515) (13,655) -- (136,170)
Other income 409,000 -- -- 409,000
------------ ------------ ------------ ------------
Total other income (expenses) 286,485 (13,655) -- 272,830
------------ ------------ ------------ ------------
Loss before income taxes (3,555,184) (72,034) -- (3,627,218)
Income tax expense -- -- -- --
------------ ------------ ------------ ------------
Net loss $ (3,555,184) $ (72,034) $ -- $ (3,627,218)
============ ============ ============ ============
Net loss per share (basic and diluted) $ (0.04) $ (0.04)
============ ============
Weighted average number of common shares (basic
and diluted) 82,924,616 82,924,616
============ ============
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UNAUDITED PRO FORMA COMBINED
STATEMENTS OF OPERATIONS
For the Year Ended April 30, 2008
Historical
----------------------------
Pro-forma Pro-Forma
Company Olifant Adjustments Combined
------------ ------------ ------------ ------------
Net sales $ 4,509,070 $ 992,726 $ -- $ 5,501,796
Cost of sales 2,824,237 689,307 -- 3,513,544
------------ ------------ ------------ ------------
Gross profit 1,684,833 303,419 -- 1,988,252
Selling, general and administrative expenses 7,838,481 498,098 -- 8,336,579
------------ ------------ ------------ ------------
Loss before other income (expense) and income
expense (6,153,648) (194,679) -- (6,348,327)
Other income (expenses):
Interest expense (164,205) (13,655) -- (177,860)
Other income 6,905 -- -- 6,905
------------ ------------ ------------ ------------
Total other income (expenses) (157,300) (13,655) -- (170,955)
------------ ------------ ------------ ------------
Loss before income taxes (6,310,948) (208,334) -- (6,519,282)
Income tax expense -- -- -- --
------------ ------------ ------------ ------------
Net loss $ (6,310,948) $ (208,334) $ -- $ (6,519,282)
============ ============ ============ ============
Net loss per share (basic and diluted) $ (0.08) $ (0.08)
============ ============
Weighted average number of common shares (basic
and diluted) 80,014,601 80,014,601
============ ============
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NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
1. Basis of Presentation
The unaudited pro forma combined financial statements give effect to The
Company's acquisition of 90% of the outstanding capital stock of Olifant. The
transaction was accounted for as a business combination using the purchase
method of accounting under the provisions of SFAS 141.
The unaudited pro forma combined statement of operations for the year ended
February 29, 2008 combine the Company's historical results of operations for the
year ended April 30, 2008 with Olifant's historical results of operation for the
year ended February 29, 2008. The unaudited pro forma combined statement of
operations for the nine months ended January 31, 2009 combine the Company's
historical results of operations for the nine months ended January 31, 2009 with
Olifant's historical results of operations for the nine months ended November
30, 2008.
These unaudited pro forma combined financial statements should be read in
conjunction with the historical annual and interim consolidated financial
statements of the Company's filed with the Securities and Exchange Commission
and the annual and interim financial statements of Olifant which are
incorporated by reference within this document.
2. Purchase Price Allocation
The Company has agreed to pay the sellers $1,200,000 for its 90% interest:
$300,000 in cash and Company common stock valued at $100,000 to be paid 90 days
from the Closing date. The initial cash payment of $300,000 was reduced by
$138,000 because Olifant's liabilities exceeded the amount provided for in the
Purchase Agreement. The Company issued a promissory note for the $800,000
balance. The promissory note is payable in four annual installments, the first
payment is due one year from Closing. Each $200,000 installment is payable
$100,000 in cash and Company common stock valued at $100, with the stock value
based on the 30 trading days immediately prior to the installment date. The cash
portion of the note accrues interest at a rate of 5% per annum. The Company will
also pay contingent consideration to the sellers based on the financial
performance of Olifant. The contingent consideration terminates at the later of
(i) full payment of the promissory note or (ii) second year following Closing.
The cost of the acquisition was allocated based on management's estimates as
follows:
Cash $ 17,150
Accounts receivable 87,850
Inventory 217,770
Other current assets 27,070
Trademarks and brand names 1,333,333
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Total assets 1,683,173
Accounts payable 483,173
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Net assets acquired $1,200,000
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Standard valuation procedures were used in determining the fair value of the
acquired trademarks and brand names which were determined to have lives of 15
years.
3. Pro Forma Net Loss Per Share
The unaudited pro forma combined statements of operations have been prepared as
if the transaction had occurred at the beginning of the periods presented. For
the year ended April 30, 2008 and for the nine months ended November 30, 2008,
the pro forma net loss per share is based on the weighted average number of
shares of The Company's common stock outstanding each period plus the number of
shares of The Company's common stock to be issued had the transaction occurred
on January 31, 2009.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this Current Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: March 31, 2009
DRINKS AMERICAS HOLDINGS, LTD.
By: /s/ J. Patrick Kenny
----------------------------
J. Patrick Kenny, President
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