FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended September 30, 1999
Commission File Number: 33-6738-D
Eldorado Artesian Springs, Inc.
(Exact name of registrant as specified in its charter as amended)
Colorado 84-0907853
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation) Or organization)
PO Box 445, Eldorado Springs, Colorado 80025
(Address of principal executive offices) (Zip Code)
(303) 499-1316
(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 _____
Number shares of common stock outstanding at the latest practicable
date, September 30, 1999 : 2,995,495.
<PAGE>
ELDORADO ARTESIAN SPRINGS, INC.
INDEX
Page
Part I - Financial Information
Item 1 - Financial Statements
Balance Sheets September 30, 1999 (Unaudited) and
March 31, 1999 F - 1
Unaudited Statements of Operations For the Three and Six
Months Ended September 30, 1999 and September 30, 1998 F - 2
Unaudited Statements of Cash Flows For the Six Months Ended
September 30, 1999 and September 30, 1998 F - 3
Notes to Unaudited Financial Statements F - 4
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations F - 5
Part II - Other Information F - 10
Signature Page F - 11
<PAGE>
ELDORADO ARTESIAN SPRINGS, INC.
Balance Sheets
<TABLE>
<CAPTION>
September 30, March 31,
1999 1999
---------- ----------
(Unaudited)
Assets
<S> <C> <C>
Current assets
Cash .................................................. $ 346,128 $ 361,439
Accounts receivable
Trade, net .......................................... 708,809 615,969
Other ............................................... 9,852 16,326
Inventories ........................................... 224,306 205,264
Prepaid expenses and other ............................ 44,271 33,106
Deferred income taxes ................................. 18,169 18,169
---------- ----------
Total current assets ........................... 1,351,535 1,250,273
---------- ----------
Property, plant & equipment - net ....................... 1,800,904 1,773,327
---------- ----------
Other assets
Water rights - net .................................... 107,886 110,130
Deferred offering costs ............................... 265,539 199,327
Other, net ............................................ 60,830 53,317
---------- ----------
Total other assets ............................. 434,255 362,774
---------- ----------
$3,586,694 $3,386,374
========== ==========
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable ...................................... $ 189,301 $ 152,557
Accrued expenses ...................................... 150,471 134,005
Deposits .............................................. 96,686 74,757
Current maturities of long-term debt .................. 311,500 167,385
---------- ----------
Total current liabilities ...................... 747,958 528,704
Long-term liabilities
Long-term debt ........................................ 1,305,793 1,417,336
Deferred income taxes ................................. 61,219 61,219
---------- ----------
Total liabilities .............................. 2,114,970 2,007,259
---------- ----------
Stockholders' equity
Common stock, par value $.001 per share;
50,000,000 shares authorized; 2,995,495
issued and outstanding .............................. 2,995 2,995
Additional paid-in capital ............................ 984,656 984,656
Retained earnings ..................................... 484,073 391,464
---------- ----------
1,471,724 1,379,115
---------- ----------
$3,586,694 $3,386,374
========== ==========
</TABLE>
See notes to financial statements.
F - 1
<PAGE>
ELDORADO ARTESIAN SPRINGS, INC.
Unaudited Statements of Operations
<TABLE>
<CAPTION>
For the Three Months
Ended For the Six Months Ended
September 30, September 30,
---------------------------- ----------------------------
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenue
Water and related ............. $ 1,366,110 $ 1,034,959 $ 2,589,732 $ 1,913,422
Pool .......................... 50,382 59,701 68,641 83,030
Rentals ....................... 11,900 12,450 24,800 23,350
----------- ----------- ----------- -----------
Net revenue .................. 1,428,392 1,107,110 2,683,173 2,019,802
Cost of goods sold .............. 227,862 161,207 439,467 285,044
----------- ----------- ----------- -----------
Gross profit .................... 1,200,530 945,903 2,243,706 1,734,758
----------- ----------- ----------- -----------
Operating expenses
Salaries and related .......... 570,105 440,966 1,019,470 788,242
Administrative and
general ...................... 91,928 81,181 195,096 164,682
Selling and delivery .......... 171,908 120,879 330,275 277,043
Advertising and promotions .... 165,908 111,339 343,772 186,024
Depreciation and amortization . 78,541 96,068 156,611 160,377
----------- ----------- ----------- -----------
1,078,390 850,433 2,045,224 1,576,368
----------- ----------- ----------- -----------
Operating income ................ 122,140 95,470 198,482 158,390
----------- ----------- ----------- -----------
Other income (expense)
Interest income ............... 1,663 5,419 3,360 9,994
Interest expense .............. (32,496) (35,929) (59,367) (73,995)
----------- ----------- ----------- -----------
(30,833) (30,510) (56,007) (64,001)
----------- ----------- ----------- -----------
Income before income
taxes .......................... 91,307 64,960 142,475 94,389
Provision for income
taxes .......................... 31,436 20,702 49,866 32,846
----------- ----------- ----------- -----------
Net income ...................... $ 59,871 $ 44,258 $ 92,609 $ 61,543
=========== =========== =========== ===========
Basic earnings per common share . $ 0.02 $ 0.02 $ 0.03 $ 0.02
=========== =========== =========== ===========
Weighted average number of shares
outstanding .................... 2,995,495 2,926,264 2,995,495 2,961,069
=========== =========== =========== ===========
</TABLE>
See notes to financial statements.
F - 2
<PAGE>
ELDORADO ARTESIAN SPRINGS, INC.
Unaudited Statements of Cash Flows
Six Months Ended
September 30,
------------------------
1999 1998
--------- ---------
Cash flows from operating activities
Net income ................................... $ 92,609 $ 61,543
--------- ---------
Adjustments to reconcile net income to net
cash provided by operating activities
Depreciation and amortization ............... 156,611 160,377
Deferred income taxes .................... -- 6,286
Changes in certain assets and liabilities
Accounts receivable ........................ (86,366) (94,004)
Inventories ................................ (19,042) (6,291)
Prepaid expenses and other ................. (11,165) 32,233
Accounts payable ........................... 36,744 (4,862)
Accrued expenses ........................... 16,466 (11,370)
Deposits ................................... 21,929 (3,771)
--------- ---------
115,177 78,598
--------- ---------
Net cash provided by operating activities 207,786 140,141
--------- ---------
Cash flows from investing activities
Purchase of property and equipment ........... (112,309) (330,041)
Purchases of other assets .................... (10,414) --
--------- ---------
Net cash flows used in investing
activities .............................. (122,723) (330,041)
--------- ---------
Cash flows from financing activities
Proceeds from additions to long-term debt .... -- --
Payments on long-term debt ................... (34,162) (57,237)
Payments on line-of-credit ................... -- (40,000)
Proceeds from sale of common stock ........... -- 825,000
Costs related to issuance of common stock .... -- (134,919)
Restricted cash .............................. -- (125,000)
Deferred offering costs ...................... (66,212) (25,499)
--------- ---------
Net cash flows (used in) provided by
financing activities .................... (100,374) 442,345
--------- ---------
Net (decrease) increase in cash ................ (15,311) 252,445
Cash-- beginning of period ..................... 361,439 70,166
--------- ---------
Cash-- ending of period ........................ $ 346,128 $ 322,611
========= =========
Supplemental disclosures of cash flow information:
Cash paid for interest for the six months ended September 30, 1999 and 1998
was $59,367 and $73,995, respectively. Cash paid for income taxes for the six
months ended September 30, 1999 and 1998 was $0 and $14,011, respectively.
Supplemental disclosures of noncash investing activity: During the six months
ended September 30, 1999 and September 30, 1998, equipment was acquired
through a capital lease for $66,734 and $41,050, respectively.
See notes to financial statements.
F - 3
<PAGE>
ELDORADO ARTESIAN SPRINGS, INC.
Notes to Unaudited Financial Statements
Note 1 - Summary of Significant Accounting Policies
Interim Unaudited Financial Statements
The interim financial statements are unaudited and reflect all adjustments
(consisting only of normal recurring adjustments) which are, in the opinion of
management, necessary for a fair presentation of the financial position and
operating results for the interim periods. The results of operations for the six
months ended September 30, 1999 and 1998 are not necessarily indicative of the
results of the entire year. The financial statements included herein are
presented in accordance with the requirements of Form 10-QSB and consequently do
not include all of the disclosures normally made in the registrant's annual Form
10-KSB filing. These financial statements should be read in conjunction with the
financial statements and notes thereto contained in the Company's Form 10-KSB
for the year ended March 31, 1999.
Note 2 - Stockholders' Equity
Stock Option Plan
On May 1, 1999, the Company granted 11,000 options to employees under the
Company's 1997 Stock Option Plan to purchase common stock at $4.25 per share,
fair market value at the date of the grant.
F - 4
<PAGE>
ELDORADO ARTESIAN SPRINGS, INC.
Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This filing contains certain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 and the Company intends that such forward-looking
statements be subject to the safe harbors created thereby. These forward-looking
statements include the plans and objectives of management for future operations,
including plans and objectives relating to services offered by and future
economic performance of the Company.
The forward-looking statements included herein are based on current
expectations that involve a number of risks and uncertainties that might
adversely affect the Company's operating results in the future in a material
way. Such risks and uncertainties include but are not limited to the following:
availability of debt and equity financing, interest rate fluctuations, effects
of regional economic and market conditions, ability to obtain additional water
rights, labor and marketing costs, operating costs, packaging costs, intensity
of competition, legal claims and the contingencies associated with year 2000
compliance.
Overview
Eldorado Artesian Springs, Inc. is a Colorado based company that is
primarily involved in the bottling and marketing of "natural" artesian spring
water. The spring is located in the foothills of the Colorado Rocky Mountains
and is surrounded by thousands of acres of state and city park land, assuring
a well protected source. The artesian springs located on the Company's property
emanate from one of the most unique geologic sources in the world. The water is
naturally purified as it rises up through many layers of sandstone under its own
artesian pressure. Eldorado Artesian Spring water is bottled at the source in
its natural state and is not chemically treated in any way. Currently,
Eldorado's operations consist of its home/commercial delivery business of 5 and
3 gallon bottles. In addition, Eldorado also bottles and delivers smaller
bottles in sizes of .5 liter, 1.0 liter and 1.5 liter. Bottles used for smaller
packaging are made of polyethylene terephtalate, a premium clear plastic. These
bottles are commonly referred to in the beverage industry as PET bottles.
Beverage industry analysts reveal that bottled water is the fastest growing
major category in the entire industry. The bottled water industry as whole is a
$3.9 billion business and is currently growing at a rate of 9% to 10% per year.
The PET segment of the bottled water industry is currently a $930 million
business and is growing at a much faster rate (at an estimated 20% to 30% per
year) than the industry as a whole. Analysts expect just the PET segment of the
industry to reach $3 billion in wholesale sales over the next ten years, which
is an indicated rate of growth of 17% annually.
F - 5
<PAGE>
ELDORADO ARTESIAN SPRINGS, INC.
Results of Operations
Net revenues for the six months ended September 30, 1999 increased
$663,371 or 32.8% compared to the same period ended September 30, 1998. Net
revenues for the three months ended September 30, 1999 increased $321,282 or
29.0% compared to the same period ended September 30, 1998. Sales to new
customers for the first six months of fiscal 1999 accounted for approximately
41.7% of the increase in revenues. The remainder of the increase in sales is
due to the increase in sales to Eldorado's existing customer base. Five and
three gallons product sales increased 28.7% for the six months ended September
30, 1999 and 28.3% for the three months ended September 30, 1999 compared to
the same periods of fiscal 1998. Sales of the one gallon products increased
40.0% for the six months ended September 30, 1999 and 38.1% for the three
months ended September 30, 1999 compared to the same periods of fiscal 1998.
Sales of the PET products (1.5 liters and smaller) increased 84.8% for the six
months ended September 30, 1999 and 55.6% for the three months ended September
30, 1999 compared to the same periods of fiscal 1998. Five and three gallon
product sales generated the majority of the increase in revenues and account
for 57.6% of net revenues.
For the six months ended September 30, 1999 cost of goods sold was $439,467
compared to $285,044 for the six months ended September 30, 1998. Cost of goods
sold for the three months ended September 30, 1999 was $227,862 compared to
$161,207 for the three months ended September 30, 1998. Gross profit increased
29.3% from $1,734,758 for the six months ended September 30, 1998 to $2,243,706
for the same period ended September 30, 1999. Gross profit increased 26.9% from
$945,903 for the three months ended September 30, 1998 to $1,200,530 for the
three months ended September 30, 1999. The increase in gross profit for the
three and six months ended September 30, 1999 is the result of increased sales
of the five and three gallon products utilizing more efficient bottling
equipment and better pricing on goods. In addition, sales of the PET products
have increased over the three and six months ended September 30, 1999.
Operating expenses for the six months ended September 30, 1999 increased
28.5% to $2,045,224 from $1,591,368 for the same period of fiscal 1998.
Operating expenses for the three months ended September 30, 1999 increased
25.3% to $1,078,390 from $860,433 for the same period of fiscal 1998. Salaries
and related expensed increased 29.3% for the six month ended September 30, 1999
and 29.3% for the three months ended September 30, 1999 compared to the same
periods ended September 30, 1998. The increase in salaries and related expenses
is consistent with the increase in revenues for the same period and the costs
involved in obtaining and servicing new and existing customers.
General and administrative expenses increased to $195,096 or 7.3% of sales
for the six months ended September 30, 1999 compared to $164,682 or 8.2% of
sales for the six months ended September 30, 1998. General and administrative
expenses increased to $91,928 or 6.4% of sales for the three months ended
September 30, 1999 compared to $81,181 or 7.3% of sales for the three months
ended September 30, 1998. General and administrative expenses have remained
relatively consistent as a percentage of sales. For the six months ended
September 30, 1999 advertising and promotional expenses were $343,772 or 12.8%
of sales compared to $186,024 or 9.2% of sales for the same period of fiscal
1998. For the three months ended September 30, 1999 and 1998, advertising and
promotional expenses were $165,908 and $111,339, respectively, or 11.6% and
10.0% of sales. The increase was attributable to continued efforts to expand
the Company's customer base and brand awareness.
F - 6
<PAGE>
Selling and delivery expenses increased 19.2% to $330,275 or 12.3% of
sales for the six months ended September 30, 1999 compared to $277,043 or 13.7%
of sales for the same period ended September 30, 1998. Selling and delivery
expenses increased 42.2% to $171,908 or 12.0% of sales for the three months
ended September 30, 1999 compared to $120,879 or 10.9% of sales for the same
period ended September 30, 1998. The increase in selling and delivery expenses
is due to the additional expenses incurred for the increase in revenues of
32.8% for the six months ended September 30, 1999 and the three months ended
September 30, 1999.
Depreciation and amortization decreased 2.3% for the six months ended
September 30, 1999 and decreased 18.2% for the three months ended September 30,
1999. Eldorado has fully depreciated certain assets that resulted in lower
depreciation costs for the three and six months ended September 30, 1999.
Interest income decreased from $9,994 for the six months ended September
30, 1998 to $3,360 for the same period ended September 30, 1999. Interest income
decreased from $5,419 for the three months ended September 30, 1998 to $1,663
for the same period ended September 30, 1999. The company has been utilizing the
proceeds from the private placement completed April 1998 that has resulted in
less interest income.
Eldorado's net income for the first six months of fiscal 1999 was $92,609
compared to $61,543 for the six months ended September 30, 1999. Net income for
the three months ended September 30, 1999 was $59,871 compared to $44,258 for
the three months ended September 30, 1998.
Liquidity and Capital Resources
The Company has filed a registration statement on Form SB-2 with the
Securities and Exchange Commission for a secondary public offering of 700,000
shares of common stock. There is a limited and very sporadic public market for
Eldorado's common stock at the present time. The anticipated offering price of
$5 to $7 has been determined by Eldorado and the underwriter based upon
Eldorado's financial condition and prospects and certain other information
rather than upon current market prices of the common stock. Eldorado intends to
file for listing on the NASDAQ Small Cap Market at the completion of the
proposed public offering. Eldorado intends to use the proceeds from the public
offering to acquire additional water rights in order to provide for anticipated
growth in water sales; for the lease or construction of a warehouse/distribution
facility in Denver, Colorado; and for marketing of its products, including the
pursuit of distribution agreements with distributors of bottled water. The
Company has $265,539 in deferred offering costs related to the secondary public
offering which have been recorded as an other asset. If the offering is
successful, such costs will be charged against the gross proceeds received. If
at any time it becomes probable that the offering will not be consummated or
after an unreasonable postponement, such costs will be expensed.
Accounts receivable increased 15.0% to $708,809 on September 30, 1999 from
$615,969 on March 31, 1999. This represents 45 days sales in receivables for the
month ended September 30, 1999 versus 49 days sales for the month ended
September 30, 1998. Eldorado has continued to increase efforts to collect from
customers in a more timely manner.
F - 7
<PAGE>
Year 2000 Issues
The year 2000 issue is the result of computer-controlled systems using two
digits rather than four to define the applicable year. For example, computer
programs that have time-sensitive software may recognize a date ending in "00"
as the year 1900 rather than the year 2000. This could result in system failure
of miscalculations causing disruptions of operations including, among other
things, a temporary inability to process transactions, send invoices, or engage
in similar normal business activities.
Currently, our bottling production facilities are not dependent on any
computer systems. Therefore, any potential year 2000 problem that Eldorado
faces will not affect our bottling lines. Any future purchases of equipment
will be analyzed for year 2000 compliance.
In anticipation of potential year 2000 problems, the Company has begun to
replace and upgrade its management information systems to be year 2000
compliant. Eldorado has consultants to coordinate successful system
implementation, including testing of year 2000 related problems. Testing for
year 2000 compliance will commence upon system implementation and will continue
throughout 1999. Eldorado presently believes that with successful system
conversions, the year 2000 issue will not pose significant operational problems
for its systems. Although the Company's new software is designed to be year 2000
compliant, there can be no assurance that it contains all necessary data code
changes. The worst case scenario would be that we are unable to complete our
planned conversions of our management information systems in a timely fashion.
In such case, year 2000 could have a material impact on our operations by
requiring us to convert the data to a new system that is year 2000 compliant.
The time requirements and cost to do this could be substantial.
The Company expects that assessment, remediation and contingency planning
activities for its internal systems will be ongoing through 1999. The Company
currently expects the total cost for these activities to be approximately
$15,000. This total cost estimate does not include replacement of internal
software and hardware in the normal course of business. The costs of the project
and the date established for completion of year 2000 modifications are based on
management's best estimates. These estimates were derived using numerous
assumptions of future events, including the continued availability of certain
resources, third party modification plans and other factors. However, there can
be no guarantee that these estimates will be achieved, and actual results could
differ materially from those anticipated. Specific factors that might cause such
material differences include, but are not limited to, the availability and cost
of personnel trained in this area and the ability to locate and correct all
relevant computer codes. Eldorado does not currently have any information that
would lead it to believe that year 2000 issues relating to its internal systems
will have a material adverse impact on Eldorado's financial condition or overall
trends in results of operations.
F - 8
<PAGE>
The Company intends to obtain information from its suppliers and major
customers regarding their products' year 2000 compliance. Third party year 2000
compliance is not within Eldorado's control and we have not yet received
compliance information from all of our suppliers. There can be no assurance
that the failure by a supplier to achieve year 2000 compliance would not
adversely affect us. Based on the information we receive from third party
suppliers, we can decide if it will be reliable to continue to do business with
the third party. If we decide the relationship is unsatisfactory based on our
supplier's inability to deal with the year 2000 issues, our contingency plan
would be to have sufficient inventory on hand for a period of time to allow us
to look elsewhere for another supplier. No assurances can be made that we will
be able to find another supplier with similar terms and pricing.
F - 9
<PAGE>
ELDORADO ARTESIAN SPRINGS, INC.
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings
No legal proceedings have been filed on behalf of or against the Company, nor
have any claims been made.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
There have been no defaults on any securities. The Company has no obligations
with regard to dividends and no preferred stock.
Item 4. Submission of Matters to a Vote of the Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
None
F - 10
<PAGE>
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 thereunto duly authorized.
ELDORADO ARTESIAN SPRINGS, INC.
By: /s/ Douglas Larson
Douglas A. Larson, President
By: /s/ Kevin M. Sipple
Kevin M. Sipple, Secretary
By: /s/ Cathleen Collins
Cathleen Collins, Chief Financial Officer
F - 11
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-END> SEP-30-1999
<CASH> 346,128
<SECURITIES> 0
<RECEIVABLES> 728,661
<ALLOWANCES> 10,000
<INVENTORY> 224,306
<CURRENT-ASSETS> 1,351,535
<PP&E> 3,868,993
<DEPRECIATION> 2,068,089
<TOTAL-ASSETS> 3,586,694
<CURRENT-LIABILITIES> 747,958
<BONDS> 0
0
0
<COMMON> 2,995
<OTHER-SE> 1,468,729
<TOTAL-LIABILITY-AND-EQUITY> 3,586,694
<SALES> 2,589,732
<TOTAL-REVENUES> 2,683,173
<CGS> 439,467
<TOTAL-COSTS> 439,467
<OTHER-EXPENSES> 2,045,224
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 56,007
<INCOME-PRETAX> 142,475
<INCOME-TAX> 49,866
<INCOME-CONTINUING> 92,609
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 92,609
<EPS-BASIC> .03
<EPS-DILUTED> .03
</TABLE>
