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 December 31, 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 (Zip Code)
offices)
(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,
December 31, 1999 : 2,995,495.
<PAGE>
ELDORADO ARTESIAN SPRINGS, INC.
INDEX
PAGE NO.
Part I - Financial Information
Item 1 - Financial Statements
Balance Sheets December 31, 1999 (Unaudited) and
March 31, 1999............................................. F-1
Unaudited Statements of Operations For the Three and
Nine Months Ended December 31, 1999 and December 31, 1998.. F-2
Unaudited Statements of Cash Flows For the Nine Months Ended
December 31, 1999 and December 31, 1998.................... F-3
Notes to Unaudited Financial Statements..................... F-4
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operation...................................... F-5
Part II - Other Information....................................... F-8
Signature Page.................................................... F-9
<PAGE>
ELDORADO ARTESIAN SPRINGS, INC.
Balance Sheets
<TABLE>
<CAPTION>
December 31, March 31,
1999 1999
---------- ----------
(Unaudited)
Assets
<S> <C> <C>
Current assets
Cash .................................................. $ 295,477 $ 361,439
Accounts receivable
Trade, net .......................................... 864,844 615,969
Other ............................................... 9,999 16,326
Inventories ........................................... 199,082 205,264
Prepaid expenses and other ............................ 43,571 33,106
Deferred income taxes ................................. 18,169 18,169
---------- ----------
Total current assets ........................... 1,431,142 1,250,273
---------- ----------
Property, plant & equipment - net ....................... 1,714,919 1,773,327
---------- ----------
Other assets
Water rights - net .................................... 106,764 110,130
Deferred offering costs ............................... 290,982 199,327
Other, net ............................................ 76,780 53,317
---------- ----------
Total other assets ............................. 474,526 362,774
---------- ----------
$3,620,587 $3,386,374
========== ==========
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable ...................................... $ 171,577 $ 152,557
Accrued expenses ...................................... 169,216 134,005
Deposits .............................................. 103,751 74,757
Current maturities of long-term debt .................. 259,616 167,385
---------- ----------
Total current liabilities ...................... 704,160 528,704
Long-term liabilities
Long-term debt ........................................ 1,241,976 1,417,336
Deferred income taxes ................................. 61,219 61,219
---------- ----------
Total liabilities .............................. 2,007,355 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 ..................................... 625,581 391,464
---------- ----------
1,613,232 1,379,115
---------- ----------
$3,620,587 $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 Nine Months
December 31, December 31,
---------------------------- ----------------------------
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenue
Water and related ........... $ 1,401,776 $ 948,520 $ 3,991,508 $ 2,861,942
Pool ........................ 0 0 68,641 83,030
Rentals ..................... 21,500 12,900 46,300 36,250
----------- ----------- ----------- -----------
Net revenue ................ 1,423,276 961,420 4,106,449 2,981,222
Cost of goods sold ............ 268,324 96,540 707,791 381,584
----------- ----------- ----------- -----------
Gross profit .................. 1,154,952 864,880 3,398,658 2,599,638
----------- ----------- ----------- -----------
Operating expenses
Salaries and related ........ 501,396 374,207 1,520,866 1,162,449
Administrative and
general ..................... 144,835 140,194 339,931 319,876
Selling and delivery ........ 120,320 96,776 450,595 373,819
Advertising and promotions .. 96,450 75,070 440,222 261,094
Depreciation and amortization 84,106 85,994 240,717 246,371
----------- ----------- ----------- -----------
947,107 772,241 2,992,331 2,363,609
----------- ----------- ----------- -----------
Operating income .............. 207,845 92,639 406,327 236,029
----------- ----------- ----------- -----------
Other income (expense)
Interest income ............. 2,395 4,084 5,755 14,078
Interest expense ............ (18,264) (33,340) (77,631) (107,335)
----------- ----------- ----------- -----------
(15,869) (29,256) (71,876) (93,257)
----------- ----------- ----------- -----------
Income before income taxes .... 191,976 63,383 334,451 142,772
Provision for income taxes .... 50,469 13,564 100,334 31,410
----------- ----------- ----------- -----------
Net income .................... $ 141,507 $ 49,819 $ 234,117 $ 111,362
=========== =========== =========== ===========
Basic earnings per
common share .................. $ 0.05 $ 0.02 $ 0.08 $ 0.04
=========== =========== =========== ===========
Weighted average number
of shares outstanding ........ 2,995,495 2,995,495 2,995,495 2,972,586
=========== =========== =========== ===========
</TABLE>
See notes to financial statements.
F-2
<PAGE>
ELDORADO ARTESIAN SPRINGS, INC.
Unaudited Statements of Cash Flows
Nine Months Ended
December 31,
------------------------
1999 1998
--------- ---------
Cash flows from operating activities
Net income ................................... $ 234,117 $ 111,362
--------- ---------
Adjustments to reconcile net income to net
cash provided by operating activities
Depreciation and amortization ............... 240,717 246,371
Deferred income taxes .................... -- 14,070
Changes in certain assets and liabilities
Accounts receivable ........................ (242,548) (76,036)
Inventories ................................ 6,182 (124,003)
Prepaid expenses and other ................. (10,465) 19,130
Accounts payable ........................... 19,020 (36,876)
Accrued expenses ........................... 35,211 (33,702)
Deposits ................................... 28,994 (5,042)
--------- ---------
77,111 3,912
--------- ---------
Net cash provided by operating activities 311,228 115,274
--------- ---------
Cash flows from investing activities
Purchase of property and equipment ........... (123,293) (365,091)
Purchases of other assets .................... (10,414) --
--------- ---------
Net cash flows used in investing
activities .............................. (133,707) (365,091)
--------- ---------
Cash flows from financing activities
Payments on long-term debt ................... (151,828) (95,076)
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 ...................... (91,655) (41,493)
--------- ---------
Net cash flows (used in) provided by
financing activities .................... (243,483) 388,512
--------- ---------
Net (decrease) increase in cash ................ (65,962) 138,695
Cash-- beginning of period ..................... 361,439 70,166
--------- ---------
Cash-- ending of period ........................ $ 295,477 $ 208,861
========= =========
Supplemental disclosures of cash flow information:
Cash paid for interest for the nine months ended December 31, 1999 and 1998
was $77,631 and $107,335, respectively. Cash paid for income taxes for the
nine months ended December 31, 1999 and 1998 was $4,980 and $17,339,
respectively.
Supplemental disclosures of noncash investing activity:
During the nine months ended December 31, 1999 and December 31, 1998,
equipment was acquired through a capital lease for $68,699 and $114,822,
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
nine months ended December 31, 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 and
legal claims.
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 announced that bottled water is the fastest growing
major category in the entire beverage industry. The bottled water industry as
whole is a $4.8 billion business and is currently growing at a rate of 11% per
year. In 1999, the total U.S. bottled water market will pass the 4 billion
gallon mark for the first time. The non-sparkling PET segment of the bottled
water industry is currently the fastest growing segment of the bottled water
market. Over the last seven years, the PET segment has grown at a 27% compounded
annual growth rate. In 1999, this segment should achieve a high of 1.2 billion
gallons and continue with strong growth of approximately 30%. With growing
concern over the quality of municipal tap waters, the growth of the bottled
water market is expected to continue to grow in all areas.
F-5
<PAGE>
Results of Operations
Net revenues for the nine months ended December 31, 1999 increased $1,125,227 or
37.7% compared to the same period ended December 31, 1998. Net revenues for the
three months ended December 31, 1999 increased $461,856 or 48.0% compared to the
same period ended December 31, 1998. Five and three gallons product sales
increased 32.0% for the nine months ended December 31, 1999 and 33.4% for the
three months ended December 31, 1999 compared to the same periods of fiscal
1998. Sales of the one gallon products increased 58.7% for the nine months ended
December 31, 1999 and 73.3% for the three months ended December 31, 1999
compared to the same periods of fiscal 1998. Sales of the PET products (1.5
liters and smaller) increased 85.2% for the nine months ended December 31, 1999
and 108.9% for the three months ended December 31, 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 74.8% of net revenues.
For the nine months ended December 31, 1999 cost of goods sold was $707,791
compared to $381,584 for the nine months ended December 31, 1998. Cost of goods
sold for the three months ended December 31, 1999 was $268,324 compared to
$96,540 for the three months ended December 31, 1998. Gross profit increased
30.7% from $2,599,638 for the nine months ended December 31, 1998 to $3,398,658
for the same period ended December 31, 1999. Gross profit increased 33.5% from
$864,880 for the three months ended December 31, 1998 to $1,154,952 for the
three months ended December 31, 1999. The increase in gross profit for the three
and nine months ended December 31, 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 nine months ended December 31, 1999.
Operating expenses for the nine months ended December 31, 1999 increased 26.6%
to $2,992,331 from $2,363,609 for the same period of fiscal 1998. Operating
expenses for the three months ended December 31, 1999 increased 22.6% to
$947,105 from $772,241 for the same period of fiscal 1998. Salaries and related
expensed increased 30.8% for the nine months ended December 31, 1999 and 34.0%
for the three months ended December 31, 1999 compared to the same periods ended
December 31, 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 were $339,931 or 8.3% of sales for the nine
months ended December 31, 1999 compared to $319,876 or 10.7% of sales for the
nine months ended December 31, 1998. General and administrative expenses were
$144,835 or 10.2% of sales for the three months ended December 31, 1999 compared
to $140,194 or 14.6% of sales for the three months ended December 31, 1998. For
the nine months ended December 31, 1999 advertising and promotional expenses
were $440,222 or 10.7% of sales compared to $261,094 or 8.8% of sales for the
same period of fiscal 1998. For the three months ended December 31, 1999 and
1998, advertising and promotional expenses were $96,450 and $75,070,
respectively, or 6.8% and 7.8% 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 20.5% to $450,595 or 11.0% of sales for
the nine months ended December 31, 1999 compared to $373,819 or 12.5% of sales
for the same period ended December 31, 1998. Selling and delivery expenses
increased 24.3% to $120,320 or 8.5% of sales for the three months ended December
31, 1999 compared to $96,776 or 10.1% of sales for the same period ended
December 31, 1998. The increase in selling and delivery expenses is due to the
additional expenses incurred for the increase in revenues of 37.7% and 48.0% for
the nine months ended December 31, 1999 and the three months ended December 31,
1999, respectively.
Depreciation and amortization decreased 2.3% for the nine months ended December
31, 1999 and decreased 2.2% for the three months ended December 31, 1999.
Eldorado has fully depreciated certain assets that resulted in lower
depreciation costs for the three and nine months ended December 31, 1999.
Eldorado's net income for the first nine months of fiscal 1999 was $234,117
compared to $111,362 for the nine months ended December 31, 1999. Net income for
the three months ended December 31, 1999 was $141,507 compared to $49,819 for
the three months ended December 31, 1998.
Liquidity and Capital Resources
The Company has filed a registration statement on Form SB-2 ON OCTOBER 18, 1999
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 $290,982 in deferred offering costs related to the secondary public
offering which have been recorded as an other asset. At this time, the Company
is unable to complete the offering and is awaiting completion. The Company
anticipates that the offering should be completed within 90 days. 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 40.4% to $864,844 on December 31, 1999 from
$615,969 on March 31, 1999. This represents 56 days sales in receivables for the
month ended December 31, 1999 versus 52 days sales for the month ended December
31, 1998. Eldorado has continued to increase efforts to collect from customers
in a more timely manner.
F-7
<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-8
<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-9
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-END> DEC-31-1999
<CASH> 295,477
<SECURITIES> 0
<RECEIVABLES> 884,843
<ALLOWANCES> 10,000
<INVENTORY> 199,082
<CURRENT-ASSETS> 1,431,142
<PP&E> 3,863,008
<DEPRECIATION> 2,148,089
<TOTAL-ASSETS> 3,620,587
<CURRENT-LIABILITIES> 704,160
<BONDS> 0
0
0
<COMMON> 2,995
<OTHER-SE> 1,610,237
<TOTAL-LIABILITY-AND-EQUITY> 3,620,587
<SALES> 4,106,449
<TOTAL-REVENUES> 4,106,449
<CGS> 707,791
<TOTAL-COSTS> 707,791
<OTHER-EXPENSES> 2,992,331
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 77,631
<INCOME-PRETAX> 334,451
<INCOME-TAX> 100,334
<INCOME-CONTINUING> 234,117
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 234,117
<EPS-BASIC> .08
<EPS-DILUTED> .08
</TABLE>
