U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
[FEE REQUIRED]
For the fiscal year ended March 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
Commission File No. 0-18235
-------
ELDORADO ARTESIAN SPRINGS, INC.
-------------------------------
(Exact name of Registrant as specified in its charter)
Colorado 84-0907853
---------------------------- -----------------------------
(State or other jurisdiction of (I.R.S. Identification Number)
incorporation or organization)
P.O. Box 445, Eldorado Springs, Colorado 80025
---------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 499-1316
--------------
Securities registered pursuant to Section 12(b) of the Act: None
----
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 Par Value Per Share
---------------------------------------
(Title of Class)
Check whether the issuer (1) 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 ___
Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge. In definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.[X]
State issuer's revenues for its most recent fiscal year.... $5,328,938
State the aggregate market value of the voting stock held by nonaffiliates of
the Registrant. The aggregate market value will be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within the past 60 days. (See definition of
affiliated in Rule 12b-2 of the Exchange Act)
Not available
State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date.
Common Stock, $.001 par value 2,995,495
----------------------------- ----------------------------
Class Outstanding at June 15, 2000
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
(If the following documents are incorporated by reference, briefly
describe them and identify the part of the Form 10-KSB (e.g., Part I, Part
II, etc.) into which the document is incorporated: (1) any annual report to
security holders; (2) any proxy or information statement: and (3) any
prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933
("Securities Act"). The listed documents should be clearly described for
identification purposes.
None.
<PAGE>
PART I
Item 1. Description of Business.
------ -----------------------
General
-------
The primary business of Eldorado Artesian Springs, Inc. (the Company) is the
bottling and sale of pure spring water which emanates from springs located on
property owned by the Company. In addition to real property and the wells and
springs thereon, and water rights, the Company owns a bottling plant (including
building and bottling equipment), delivery trucks, associated containers and
equipment, resort buildings, a mobile home park, and an outdoor swimming pool
which are located on the property.
Products
--------
The Company's principal business is bottling and selling Artesian Spring Water.
The Company also owns and operates a resort/spa on its property during the
summer months and rents four single-family homes and mobile home spaces on the
property. The Company's water bottling operations account for 97% of the
Company's revenues.
Bottling
--------
The Company owns and operates its bottling facilities. Total production and
warehousing space is approximately 12,000 square feet. There are three separate
fill lines in the facility.
Water is produced at two springs and eleven wells on the Company's property. The
well heads are in close proximity to the bottling operation. The source water is
bacteria-free as it emanates from the earth, and nothing is added to or removed
from the water during the bottling process. As a safeguard to any contamination,
the water passes through a protective filter and an ultra-violet light. The
product is packaged in high quality plastic bottles, and each one is sealed with
a tamper evident cap. The products have ozone added to comply with FDA
standards.
- 1 -
<PAGE>
Sales and Distribution
----------------------
The Company sells its products in five gallon, three gallon, one gallon, 1.5
liter, 1.0 liter, and 0.5 liter bottles. The Company operates its own fleet of
delivery vehicles selling all sizes off truck in quantities of less than full
pallet configuration to homes, offices, and retail outlets in the entire front
range area of Colorado. The Company also sells its products to major retail
stores directly through their warehouses and to several independent distributors
who service accounts located outside the area serviced by the Company fleet.
The five and three gallon sales and related cooler rentals represented
approximately 74% of revenues and the smaller sizes accounted for 23% of
revenues during the most recent fiscal year. Of the five and three gallon
accounts, approximately 80% were home accounts and 20% were commercial
establishments. At present the Company's products are available primarily in
Colorado, with a few exceptions in regions of states bordering Colorado.
Marketing
---------
The Company focuses on three major areas in marketing its products; five and
three gallon sales, small package products, and brand name recognition.
The five gallon and three gallon products are primarily sold through the
acquisition of new accounts attracted by personal sales representatives
strategically located throughout the area at local events. The efforts of this
staff are augmented by yellow pages, radio, and occasional television
advertisements.
The smaller packages that are sold principally through retail chain stores are
effectively marketed by using point of purchase inducements to gain new trial,
usually in the form of discounts in price in conjunction with signage.
The Company attempts to build brand name awareness by sponsoring or
participating in many local events. Eldorado Artesian Springs is the sponsor of
the Boulder, Colorado July 4th Fireworks celebration, the Eldorado Springs
Cancer Research Run, and participates in part in many other local events.
Supplies
--------
Water bottled by the Company comes from springs located on the Company's
property which have been flowing for many years. The Company does not foresee
any disruption of its operations as a result of supply problems. Suppliers of
the bottles do experience seasonal shortages resulting from resin shortages
which may increase prices. These shortages must be anticipated by management and
inventory safety stocks must be sufficient so as not to interrupt production.
Seasonality of Business
-----------------------
Sales tend to be mildly seasonal in the bottled water business. A ten to fifteen
percent differential in sales is normally experienced between the peak summer
months and the low winter months.
- 2 -
<PAGE>
Competition
-----------
There is active competition in the bottled water market. The Company's
competitors include more diversified corporations having substantially greater
assets and larger sales organizations than the Company, as well as other small
firms. The Company competes on the basis of customer service, product quality
and price. Management believes that the products' superior taste, competitive
pricing and attractive packaging are significant factors in maintaining the
Company's competitive position.
Environment
-----------
The Company's bottling operations are subject to regulation by the Food and Drug
Administration of the federal government. These regulations are administered by
the Colorado Department of Public Health and Environment Consumer Protection
Division. Weekly product and source bacteriological tests are required and
annual inspections are performed.
The Company is also subject to regulation under the Colorado Primary Drinking
Water Regulations and the United States Safe Drinking Water Act. These
regulations pertain to the operation of the water utility system owned by the
Company that services the town of Eldorado Springs. These regulations are also
administered by the State of Colorado Health Department Drinking Water Division.
Regular periodic testing is also required for this operation.
Additionally, the Company operates the springs swimming pool which is also
subject to regulation by the State of Colorado. These regulations are
administered by the Boulder County Health Department and require periodic daily
testing and agency inspections.
It is the Company's understanding that it is in compliance with these
regulations as communicated by representatives of the responsible local
agencies.
Employees
---------
The Company employs 57 full-time employees and 14 seasonal employees during the
summer resort months.
Item 2. Description of Property.
------ -----------------------
The Company owns approximately 26 acres of land in Eldorado Springs, Colorado.
In addition to real property and the wells and springs thereon, and water
rights, the Company owns a bottling plant (including building and bottling
equipment), delivery trucks, associated containers and equipment, resort
buildings, a mobile home park, and an outdoor swimming pool which are located on
the property. Total production and warehousing space is approximately 12,000
square feet.
Item 3. Legal Proceedings.
------ -----------------
None.
Item 4. Submission of Matters to a Vote of Security Holders.
------ ---------------------------------------------------
No matters were submitted to a vote of security holders of the Company during
the fourth quarter of the fiscal year covered by this report.
- 3 -
<PAGE>
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
------ --------------------------------------------------------
The outstanding registered securities of the Company are currently quoted in the
"Pink Sheets" maintained by members of the National Association of Securities
Dealers, Inc., and are traded in the over-the-counter market.
Since the Securities and Exchange Commission's rules applicable to "penny
stocks" went into effect in 1990, there have been no market makers in the
Company's stock, so no quotes are available. Management is actively seeking
market makers for its stock, but the rules which restrict trading in "Pink
Sheet" stocks have had the effect of diminishing market makers in the stock.
As of June 15, 2000, there were 195 holders of the Company's common stock.
No dividends have been declared or paid by the Company since inception and none
are contemplated at any time in the foreseeable future.
Item 6. Management's Discussion and Analysis or Plan of Operation.
------- ----------------------------------------------------------
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: interest rate
fluctuations, effects of regional economic and market conditions, 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 a unique geologic source. 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 (5, 3 and 1gallon bottles) and the PET
(polyethylene terephtalate, a premium clear plastic container) consumer
business.
- 4 -
<PAGE>
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
$4.94 billion business and is currently growing at a rate of 14% per year. The
PET segment of the bottled water industry accounted for nearly 90% of all
bottled water in the U.S. in 1999. The PET segment of the industry grew at an
estimated rate of more than 35% from 1998 to 1999. Analysts expect that the PET
products will emerge as the largest segment in 2000. These packages are expected
to reach 1.5 billion gallons in 2000, up from 1.3 billion in 1999.
Results of Operations
---------------------
Revenues for the year ended March 31, 2000 increased 32.0% from the previous
year to $5,328,938. This increase resulted from increased sales to Eldorado's
existing customer base as well as from sales to new customers. Sales of the five
and three gallon bottles increased 22.7%, smaller package products (.5, 1.0 and
1.5 liter) increased 87.9% and one gallon products increased 55.0% from the
previous year. The sales increase in each category is due to the increase in
customer base as well as the increase in the market for bottled water.
The costs of goods sold increased 69.2% for the year ended March 31, 2000
compared to a year earlier. This increase in cost is primarily due to the
overall increase in volume. Cost of goods sold represented 17.4% of sales for
the year ended March 31, 2000 compared to 13.5% of sales for the year ended
March 31, 1999. Due to the increased demand for water associated with Y2K, the
company had to purchase raw goods at a higher cost in order to meet the higher
demand. The company does not anticipate having to pay these prices on a regular
basis in the future.
Operating expenses for the year ended March 31, 2000 increased 26.5%. This
overall increase is consistent with the increase in revenues for the year.
Advertising and promotion expenses increased approximately 63.1% for the year
ended March 31, 2000. For the year ended March 31, 2000 advertising and
promotion expenses were 10.9% of sales compared to 8.8% of sales for the year
ended March 31, 1999.
Interest income for the year ended March 31, 2000 decreased to $8,197 from
$16,242 for the previous year ended March 31, 1999. The company completed a
private placement in April 1998 that generated much of the interest income for
the year ended March 31, 1999. During the year ended March 31, 2000, the company
utilized some of the funds and this resulted in a lower amount of interest
income.
For the year ended March 31, 2000, income before taxes decreased 120.6% to a net
loss of income before taxes of $44,981. During the year ended March 31, 2000,
the company had to expense $352,653 of offering costs associated with the
aborted secondary offering.
Liquidity and Capital Resource
------------------------------
Trade accounts receivable for the year ended March 31, 2000 were 10.4% higher
than at year ended March 31, 1999. This resulted from the 32.0% increase in
revenues for the year ended March 31, 2000. Days sales outstanding was
approximately 46 days for March 31, 2000. Days sales outstanding was
approximately 55 days for March 31, 1999. Management has implemented new credit
policies to manage the accounts more effectively.
- 5 -
<PAGE>
On May 19, 1998, the company registered 875,000 shares of common stock of the
company pursuant to the 1997 stock option plan. The plan provides for the grant
of stock options to employees, directors and consultants of the company. As of
March 31, 2000, 505,500 options were outstanding, of which 187,200 are fully
vested. All of the options were granted at an option price representing 100% of
the fair market value on the date of the grant as determined by the Board of
Directors.
Item 7. Financial Statements.
------ --------------------
Please see pages F-1 through F-16.
<PAGE>
ELDORADO ARTESIAN SPRINGS, INC.
Table of Contents
Page
Independent Auditors' Report..............................................F - 2
Financial Statements
Balance Sheet................................................F - 3
Statements of Operations.....................................F - 4
Statement of Stockholders' Equity............................F - 5
Statements of Cash Flows.....................................F - 6
Notes to Financial Statements.............................................F - 7
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
Eldorado Artesian Springs, Inc.
Eldorado Springs, Colorado
We have audited the accompanying balance sheet of Eldorado Artesian Springs,
Inc. as of March 31, 2000, and the related statements of operations,
stockholders' equity and cash flows for the years ended March 31, 2000 and 1999.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Eldorado Artesian Springs, Inc.
at March 31, 2000, and the results of its operations and its cash flows for the
years ended March 31, 2000 and 1999 in conformity with generally accepted
accounting principles.
/s/Ehrhardt Keefe Steiner & Hottman PC
Ehrhardt Keefe Steiner & Hottman PC
May 12, 2000
Denver, Colorado
F - 2
<PAGE>
ELDORADO ARTESIAN SPRINGS, INC.
Balance Sheet
March 31, 2000
Assets (Notes 3 and 4)
Current assets
Cash ..................................................... $ 360,644
Accounts receivable (Note 2)
Trade - net .................................... 680,122
Other .......................................... 37,633
Inventories .............................................. 198,781
Prepaid expenses and other ............................... 43,604
Deferred income taxes (Note 5) ........................... 18,165
----------
Total current assets ................... 1,338,949
----------
Property, plant and equipment - net (Note 2) ................. 1,798,744
Other assets
Water rights - net (Note 2) .............................. 105,642
Other - net (Note 2) ..................................... 50,863
----------
Total other assets ..................... 156,505
----------
$3,294,198
==========
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable ......................................... $ 140,327
Accrued expenses (Note 2) ................................ 109,921
Customer deposits ........................................ 114,337
Current maturities of long-term debt (Note 3) ............ 244,489
----------
Total current liabilities .............. 609,074
Long-term liabilities
Long-term debt (Note 3) .................................. 1,275,858
Deferred income taxes (Note 5) ........................... 76,158
----------
Total liabilities ...................... 1,961,090
----------
Commitments (Note 6)
Shareholders' equity (Note 7)
Common stock, par value $.001 per share; 50,000,000 shares
authorized; 2,995,495 issued and outstanding ............. 2,995
Additional paid-in capital ............................... 984,656
Retained earnings ........................................ 345,457
----------
1,333,108
----------
$3,294,198
==========
See notes to financial statements.
F - 3
<PAGE>
ELDORADO ARTESIAN SPRINGS, INC.
Statements of Operations
<TABLE>
<CAPTION>
For the Years Ended
March 31,
----------------------------
2000 1999
----------- -----------
<S> <C> <C>
Revenue
Water and related .......................... $ 5,162,816 $ 3,901,836
Rentals .................................... 59,200 48,944
Pool ....................................... 127,186 99,435
Returns and allowances ..................... (20,264) (13,393)
----------- -----------
Net revenue ...................... 5,328,938 4,036,822
Cost of goods sold exclusive of depreciation and
amortization ............................... 925,378 546,900
----------- -----------
Gross profit ..................... 4,403,560 3,489,922
----------- -----------
Operating expenses
Salaries and related ....................... 2,013,670 1,539,275
Administrative and general ................. 791,779 670,854
Delivery ................................... 289,092 259,240
Advertising and promotions ................. 581,767 356,613
Depreciation and amortization .............. 295,316 314,800
----------- -----------
3,971,624 3,140,782
----------- -----------
Operating income ................. 431,936 349,140
----------- -----------
Other income (expense)
Interest income ............................ 8,197 16,242
Loss on sale of asset ...................... (6,532) --
Interest expense ........................... (125,929) (147,532)
Aborted stock offering costs (Note 7) ...... (352,653) --
----------- -----------
(476,917) (131,290)
----------- -----------
(Loss) income before income taxes .............. (44,981) 217,850
----------- -----------
Provision for income taxes (Note 5)
Current .................................... (13,917) 72,778
Deferred ................................... 14,943 6,958
----------- -----------
1,026 79,736
----------- -----------
Net (loss) income .............................. $ (46,007) $ 138,114
=========== ===========
Basic (loss) earnings per common share ......... (0.02) 0.05
=========== ===========
Weighted average number of shares outstanding .. 2,995,495 2,995,495
=========== ===========
</TABLE>
See notes to financial statements.
F - 4
ELDORADO ARTESIAN SPRINGS, INC.
Statement of Stockholders' Equity
For the Years Ended March 31, 2000 and 1999
<TABLE>
<CAPTION>
Common Stock Additional
--------------------------- Paid-in Retained
Shares Amount Capital Earnings Total
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Balance - March 31, 1998 2,695,495 $ 2,695 $ 294,875 $ 253,350 $ 550,920
Sale of common stock ... 300,000 300 689,781 -- 690,081
Net income for the year -- -- -- 138,114 138,114
----------- ----------- ----------- ----------- -----------
Balance - March 31, 1999 2,995,495 2,995 984,656 391,464 1,379,115
Net loss for the year .. -- -- -- (46,007) (46,007)
----------- ----------- ----------- ----------- -----------
Balance - March 31, 2000 2,995,495 $ 2,995 $ 984,656 $ 345,457 $ 1,333,108
=========== =========== =========== =========== ===========
</TABLE>
See notes to financial Statements.
F - 5
<PAGE>
ELDORADO ARTESIAN SPRINGS, INC.
Statements of Cash Flows
<TABLE>
<CAPTION>
For the Years Ended
March 31,
------------------------
2000 1999
--------- ---------
<S> <C> <C>
Cash flows from operating activities
Net (loss) income .................................... $ (46,007) $ 138,114
--------- ---------
Adjustments to reconcile net (loss) income to net
cash provided by operating activities -
Depreciation and amortization ..................... 295,316 314,800
Aborted stock offering costs ...................... 352,653 --
Loss on sale of asset ............................. 6,532 --
Deferred income taxes ............................. 14,943 6,958
Changes in certain assets and liabilities -
Accounts receivable ............................ (85,460) (128,469)
Inventories .................................... 6,483 (82,563)
Prepaid expenses and other ..................... (10,498) 15,207
Accounts payable ............................... (12,230) 22,810
Accrued expenses ............................... (24,084) 54,875
Customer deposits .............................. 39,580 25,579
--------- ---------
583,235 229,197
--------- ---------
Net cash provided by operating activities . 537,228 367,311
--------- ---------
Cash flows from investing activities
Proceeds from sale of equipment ...................... 1,575 --
Purchase of property, plant and equipment ............ (158,421) (388,161)
Purchase of other assets ............................. (3,348) (4,221)
--------- ---------
Net cash flows used in investing activities (160,194) (392,382)
--------- ---------
Cash flows from financing activities
Net (payments) on line-of-credit ..................... -- (40,000)
Payments on long-term debt ........................... (224,503) (134,410)
Proceeds from sale of common stock ................ -- 825,000
Costs related to issuance of common stock ......... -- (134,919)
Stock offering costs .............................. (153,326) (199,327)
--------- ---------
Net cash flows (used in) provided by
financing activities ................. (377,829) 316,344
--------- ---------
Net (decrease) increase in cash ......................... (795) 291,273
Cash - beginning of year ................................ 361,439 70,166
--------- ---------
Cash - end of year ...................................... $ 360,444 $ 361,439
========= =========
</TABLE>
Supplemental disclosures of cash flow information:
Cash paid during the year for interest was $125,929 (2000) and $147,532
(1999). Cash paid during the year for income taxes was $59,094 (2000)
and $34,426 (1999).
Supplemental disclosure of noncash investing activity:
During the years ended 2000 and 1999, equipment was acquired through
capital leases for $160,129 and $164,306, respectively.
See notes to financial statements.
F - 6
<PAGE>
ELDORADO ARTESIAN SPRINGS, INC.
Notes to Financial Statements
Note 1 - Organization and Summary of Significant Accounting Policies
--------------------------------------------------------------------
Organization
------------
Eldorado Artesian Springs Inc. (the "Company") is a Colorado corporation, which
primarily sells bottled artesian spring water and rents water dispensers. The
Company also rents housing, and during the summer months, it operates a natural
artesian spring pool. The Company grants credit to its customers, substantially
all of whom are located in Colorado.
Inventories
-----------
Inventories consist primarily of water bottles and packaging and are stated at
the lower of cost or market, on a first-in, first-out basis.
Property, Plant and Equipment
-----------------------------
Property, plant and equipment are stated at cost. Machinery, equipment,
furniture and fixtures are depreciated using various methods over their
estimated useful lives, which range from three to seven years. Buildings and
improvements are depreciated using the straight-line method over their estimated
useful lives, which range from fifteen to thirty-nine years.
Other Assets
------------
Other assets consisting of water rights, customer lists, loan fees and other
costs are carried at cost and are being amortized on the straight-line basis
over five to forty years.
Customer Deposits
-----------------
Customer deposits consist primarily of deposits on bottles.
Revenue and Expense
-------------------
Revenue is recognized on the sale of its products as customer shipments are
made. Returns are recognized when the product is received. Rental revenue is
recognized on a monthly basis upon commencement of the lease agreement.
Stock Based Compensation
------------------------
The Company has adopted SFAS 123 "Accounting for Stock-Based Compensation" (SFAS
123), which requires disclosure of the fair value and other characteristics of
stock options (Note 7). The Company has chosen under the provisions of SFAS 123
to continue using the intrinsic-value method of accounting for employee
stock-based compensation in accordance with Accounting Principles Board Opinion
No. 25 "Accounting for Stock Issued to Employees" (APB 25).
F - 7
<PAGE>
ELDORADO ARTESIAN SPRINGS, INC.
Notes to Financial Statements
Note 1 - Organization and Summary of Significant Accounting Policies (continued)
--------------------------------------------------------------------------------
Basic Earnings Per Share
------------------------
The Company has adopted the provisions of Statement of Financial Accounting
Standards No. 128, Earnings Per Share (SFAS 128). SFAS 128 established new
definitions for calculating and disclosing basic and diluted earnings per share.
Basic earnings per share is based upon the weighted average number of shares
outstanding as defined in SFAS 128. No diluted earnings per share is presented
as there are no potential dilutive common shares.
Use of Estimates
----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Concentration of Credit Risk
----------------------------
The Company maintains cash in bank accounts, which, at times may exceed FDIC
insurance limits. Financial instruments, which potentially subject the Company
to concentrations of credit risk consist primarily of accounts receivable. The
Company grants credit to customers located primarily in Colorado. The Company
periodically performs credit analysis and monitors the financial condition of
its clients in order to minimize credit risk.
Fair Value of Financial Instruments
-----------------------------------
The carrying amounts of financial instruments including cash, accounts
receivable, accounts payable, deposits and accrued expenses approximated fair
value because of the relatively short maturity of these instruments.
Due to rates currently available to the Company for debt, which are similar to
terms on the remaining maturities, the fair value of existing debt approximates
carrying value.
Advertising Costs
-----------------
Advertising costs are expensed as incurred.
F - 8
<PAGE>
ELDORADO ARTESIAN SPRINGS, INC.
Notes to Financial Statements
Note 2 - Selected Balance Sheet Information
March 31,
2000
-----------
Accounts receivable
Trade .............................. $ 730,122
Less allowance for doubtful accounts (50,000)
-----------
$ 680,122
===========
Property, plant and equipment
Land ............................... $ 225,194
Buildings and improvements ......... 1,208,072
Machinery and equipment ............ 2,362,933
Vehicles ........................... 11,971
Office furniture and fixtures ...... 181,530
-----------
3,989,700
Less accumulated depreciation ...... (2,190,956)
-----------
$ 1,798,744
===========
Water rights ............................ $ 179,500
Less accumulated amortization ........... (73,858)
-----------
$ 105,642
===========
Other assets
Customer lists, loan fees and other $ 74,240
Less accumulated amortization ...... (23,377)
-----------
$ 50,863
===========
Accrued expenses
Property taxes ..................... $ 20,538
Sales tax .......................... 15,492
Payroll and payroll taxes .......... 73,891
-----------
$ 109,921
===========
F - 9
<PAGE>
ELDORADO ARTESIAN SPRINGS, INC.
Notes to Financial Statements
Note 3 - Long-Term Debt
March 31,
Notes Payable 2000
-------------- ---------
Note payable to bank due June 20, 2012, interest
at bank prime (9% at March 31, 2000) adjusted
bi-annually. Monthly principal and interest
payments of $12,244 with all unpaid principal
and interest due at maturity. Cross-collateralized
by substantially all assets of the Company. $1,062,971
Note payable to bank due June 20, 2002, interest
at bank prime plus 1.25% (9% at March 31, 2000).
Monthly principal and interest payments of $6,346
with all unpaid principal and interest due at
maturity. Cross-collateralized by substantially all
assets of the Company. 151,397
Capital Leases
--------------
Capital lease for equipment. Interest rate approximates
11% with monthly minimum lease payments of $3,159, due
April 1, 2002. 85,940
Capital leases for equipment. Interest rates approximate
11% with combined monthly minimum lease payments of
approximately $9,700, maturing over various dates from
June 2001 through November 2002. 220,039
----------
$1,520,347
==========
The cost of equipment under capital lease at March 31, 2000 was $445,687 with
accumulated depreciation of $125,079.
Future maturities of long-term debt at March 31, 2000 are:
<TABLE>
<CAPTION>
Notes Capital
Year Ending March 31, Payable Leases Total
--------------------- ----------- ----------- -----------
<S> <C> <C> <C>
2001 ................ $ 116,340 $ 154,132 $ 270,472
2002 ................ 127,778 136,409 264,187
2003 ................ 78,973 55,695 134,668
2004 ................ 68,289 -- 68,289
Thereafter .......... 822,988 -- 822,988
----------- ----------- -----------
1,214,368 346,236 1,560,604
Less amount
representing
interest ........... -- (40,257) (40,257)
----------- ----------- -----------
Total principal ..... 1,214,368 305,979 1,520,347
Less current
portion ............ (116,340) (128,149) (244,489)
----------- ----------- -----------
$ 1,098,028 $ 177,830 $ 1,275,858
=========== =========== ===========
</TABLE>
F - 10
<PAGE>
ELDORADO ARTESIAN SPRINGS, INC.
Notes to Financial Statements
Note 4 - Line-of-Credit
-----------------------
The Company entered into an agreement with a bank for a line-of-credit of
$500,000 due June 2001. The interest rate is calculated at prime plus 0.5%,
which was 9.5% at March 31, 1999. Interest is payable monthly and the line is
cross-collateralized by substantially all of the assets of the Company. There
was no outstanding balance at March 31, 2000.
Note 5 - Income Taxes
---------------------
The Company recognizes deferred tax liabilities and assets for the expected
future tax consequences of events that have been included in the financial
statements or tax returns. Deferred tax liabilities and assets are determined
based on the difference between the financial statement and tax basis of assets
and liabilities using the enacted tax rates in effect for the year in which the
differences are expected to reverse. The measurement of deferred tax assets is
reduced, if necessary, by the amount of any tax benefits that, based on
available evidence, are not expected to be realized.
The net current and long-term deferred tax in the accompanying balance sheet
includes the following deferred tax assets and liabilities.
March 31,
2000
-------
Current deferred tax asset ......... $18,165
Current deferred tax liability ..... --
-------
Net current deferred tax asset ..... $18,165
=======
Long-term deferred tax asset ....... $76,158
Long-term deferred tax liability ... --
-------
Net long-term deferred tax liability $76,158
=======
The provision for income taxes is summarized as follows:
For the Years Ended
March 31,
----------------------
2000 1999
-------- --------
Current $(13,917) $ 72,778
Deferred 14,943 6,958
-------- --------
$ 1,026 $ 79,736
======== ========
F - 11
<PAGE>
ELDORADO ARTESIAN SPRINGS, INC.
Notes to Financial Statements
Note 5 - Income Taxes (continued)
---------------------------------
The following is a reconciliation of income taxes at the Federal Statutory rate
with income taxes recorded by the Company.
For the Years Ended
March 31,
-----------------------------
2000 1999
-------- --------
Computed income taxes at statutory
rate - net of surtax $ (6,900) $ 73,036
State income taxes, net of Federal
income tax benefit and other 7,926 6,700
-------- --------
$ 1,026 $ 79,736
======== ========
Deferred taxes are recorded based upon differences between the financial
statement and tax basis of assets and liabilities. Temporary differences and
carryforwards, which give rise to a significant portion of deferred tax assets
and liabilities are as follows:
March 31,
2000
---------
Differences related to fixed assets $ (68,050)
Differences related to other assets (8,108)
Allowance for doubtful accounts 18,165
---------
$ (57,993)
=========
F - 12
<PAGE>
ELDORADO ARTESIAN SPRINGS, INC.
Notes to Financial Statements
Note 6 - Commitments
--------------------
The Company has various long-term leases for delivery trucks, vehicles equipment
and property. The following is a schedule by year of approximate future minimum
lease payments as of March 31, 2000.
For the Year Ending March 31,
2001 $ 192,474
2002 153,658
2003 143,700
2004 133,932
2005 130,764
Thereafter 40,575
---------
$ 795,103
=========
Total rental expense for the fiscal years ended March 31, 2000 and 1999 was
approximately $251,000 and $222,000, respectively.
Note 7 - Stockholders' Equity
-----------------------------
Stock Offering Costs
--------------------
During the fourth quarter of the fiscal year ended March 31, 2000, the Company
aborted an attempt to complete a secondary public offering. Prior to the fourth
quarter, expenses related to this offering were being capitalized as an asset
and accounted for as deferred offering costs. Since the offering was never
consumated, such costs were expensed and are shown as $352,653 of aborted stock
offering costs on the statement of operations.
Private Placement
-----------------
On April 22, 1998, the Company completed a private placement of 300,000 shares
of common stock at $2.75 per share. The Company received proceeds net of
offering costs of approximately $690,000 from the private placement.
In connection with the private placement, the Company issued a warrant to
purchase 30,000 and 250,000 shares of common stock at $3.30 and $11.00 per
share, respectively. Both warrants are exercisable until expiration on April 22,
2003.
F - 13
<PAGE>
ELDORADO ARTESIAN SPRINGS, INC.
Notes to Financial Statements
Note 7 - Stockholders' Equity (continued)
----------------------------------------
Stock Option Plan
-----------------
On May 19, 1998, the Company registered 875,000 shares of common stock of the
Company pursuant to the 1997 stock option plan (the Plan). The Plan provides for
the grant of stock options to employees, directors and consultants of the
Company. From time to time, the board may grant options to advance the interest
of the Company.
As of March 31, 2000, 500,500 options were outstanding, of which 187,200 are
fully vested. 341,000 of the options were issued on May 26, 1998 and 150,000
were issued on December 7, 1998, with an option price of $2.75 per share, fair
market value at the date of grant. On May 1, 1999, 11,000 options were issued
with an option price of $4.25 per share, fair market value at the date of grant,
9,500 of the 11,000 options remain outstanding at March 31, 2000. Of the 313,300
unvested options, which all have a per share option price of $2.75, vest in
accordance with the following schedule:
Fiscal Year End Options
Fiscal Year
End Options Number of
Vest Options
------ -------
2001 71,900
2002 75,100
2003 79,300
2004 45,000
2005 13,000
2006 14,000
2007 15,000
--------
313,300
========
Options will terminate no later than the expiration of ten years from the date
of grant, subject to earlier termination due to termination of service.
The Company has adopted the disclosure-only provisions of Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation".
Accordingly, no compensation cost has been recognized for the stock option
plans.
F - 14
<PAGE>
ELDORADO ARTESIAN SPRINGS, INC.
Notes to Financial Statements
Note 7 - Stockholders' Equity (continued)
-----------------------------------------
Stock Option Plan (continued)
-----------------------------
Had compensation cost for the Company's stock option plan been determined based
on the fair value at the grant date for awards consistent with the provisions of
SFAS No. 123, the Company's net income and income per share would have been
decreased to the pro forma amounts indicated below:
For the Years Ended
March 31,
-------------------------
2000 1999
---------- ----------
Net (loss) income - as reported ........... (39,170) 138,114
Net (loss) income - pro forma ............. (131,019) 16,470
Basic (loss) income per share - as reported (.01) .05
Basic (loss) income per share - pro forma . (.04) .01
The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted-average
assumption: dividend yield of 0%; expected volatility of 1%; discount rate of
5.0% and expected lives of 10 years.
Stock Options and Warrants
--------------------------
The weighted average exercise price and remaining contractual life of the
options and warrants is 70 months. No options were exercised during the years
ended March 31, 2000 and 1999. The following is a summary of options and
warrants granted and forfeited:
<TABLE>
<CAPTION>
Weighted
Average
Weighted Exercise
Average Price of
Exercise Currently Options and
Options Price of Exercisable Warrants-
and Options and Options and Currently
Warrants Warrants Warrants Exercisable
-------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Outstanding March 31, 1998 - $ - - $ -
Granted 778,000 $ 5.42
Forfeited (5,000) $ (2.75)
--------
Outstanding March 31, 1999 773,000 $ 5.44 391,000 $ 8.07
Granted 11,000 $ 4.25
Forfeited (3,000) $ 3.39
--------
Outstanding March 31, 2000 780,500 $ 5.43 467,200 $ 7.78
========
</TABLE>
F - 15
<PAGE>
ELDORADO ARTESIAN SPRINGS, INC.
Notes to Financial Statements
Note 8 - Profit Sharing Plan
----------------------------
The Company has adopted a 401(k) profit sharing plan for its employees.
Employees become eligible to participate in the plan once they have completed
one year of service and have reached 21 years of age. Contributions by the
Company and employees vest immediately. The Company matches 100% of employees
contributions up to 3% of the employees gross pay. During the years ended March
31, 2000 and 1999, the Company matched approximately $34,000 and $24,000,
respectively. No profit sharing contributions were approved by the Board of
Directors for the years ended March 31, 2000 and 1999.
F - 16
<PAGE>
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
------ -----------------------------------------------------------------------
There have been no disagreements between the Company and its independent
accountants on any matter of accounting principles or practices or financial
statement disclosure since the Company's inception.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act.
------ ------------------------------------------------------------------------
The following table sets forth information with respect to directors, executive
officers, and significant employees of the Company. Directors serve for one year
terms. Each director is also a nominee for election to the Board of Directors.
<TABLE>
<CAPTION>
Tenure as Officer
Name Age Position(s) or Director
------------------- ----- -------------------------------------- --------------------
<S> <C> <C> <C>
Douglas A. Larson* 45 President and Director 1986 to present
Kevin M. Sipple 44 Vice President, Secretary and Director 1986 to present
Jeremy S. Martin 45 Vice President and Director 1986 to present
Robert E. Weidler 54 Vice President 1998 to present
Cathleen M. Collins 31 Chief Financial Officer 1998 to present
George J. Schmitt* 68 Director 1998 to present
Don P. Van Winkle* 43 Director 1998 to present
* Audit Committee
</TABLE>
- 6 -
<PAGE>
Douglas A. Larson was a co-founder of Eldorado and has been President of
Eldorado since 1991. Mr. Larson's responsibilities include corporate strategy
and administration of all operating activities at Eldorado. Before his
association with Eldorado, Mr. Larson worked as a stock broker with
Richey-Frankel and Co. from 1981 to 1983 and with B.J. Leonard, Inc. from 1980
to 1981. Mr. Larson holds a Bachelor of Science Degree in Business Finance from
the University of Colorado.
Kevin M. Sipple was a co-founder of Eldorado and has served as Vice President
and Secretary of Eldorado since 1991. Mr. Sipple's responsibilities include
management of the current facilities and real estate as well as acquisition
and/or construction of new facilities. In addition, he is also responsible for
quality control, testing, source protection, utility productions and is a
licensed Water Plant operator. Before his association with Eldorado, Mr. Sipple
worked for King Soopers, Inc. from 1972 to 1983, serving in a variety of
positions including inventory ordering and control. Mr. Sipple attended the
University of Colorado from 1973 to 1977.
Jeremy S. Martin was a co-founder of Eldorado and has served as Vice President
since 1985. Mr. Martin's responsibilities include management of the 5 and 3
gallon sales and service business as well as overseeing the sales and promotion
of the wholesale PET products. In addition, he is also responsible for special
event promotions and public relations. Before his association with Eldorado, Mr.
Martin was an independent distributor for Sunasu International, a nutritional
products manufacturer. Mr. Martin holds a Bachelor of Science Degree in Business
from the University of Colorado.
Robert E. Weidler joined Eldorado in 1990 and has served as Production Manager
from 1991 to 1998. Currently, Mr. Weidler is Vice President and his
responsibilities include inventory management, daily operations for finished
goods and conforming to safety standards, health department standards and other
governmental requirements. Mr. Weidler holds a Bachelor of Science Degree in
Sociology from Michigan State University.
Cathleen M. Collins joined Eldorado in 1990 and has served as Assistant
Treasurer from 1991 to 1998. Currently, Ms. Collins is Chief Financial Officer
and her responsibilities include the procurement of financing for growth of
operations of Eldorado as well as overseeing the accounting functions for
Eldorado including the annual audit and corporate reporting. Ms. Collins holds a
Bachelor of Science Degree in Economics and a Masters of Business Administration
from the University of Colorado.
George J. Schmitt has been a director of Eldorado since December 1998. From 1968
to 1996, Mr. Schmitt was CEO and President of Hinckley & Schmitt Bottled Water
Group. Mr. Schmitt was a founding member of the American Bottled Water
Association, now called the International Bottled Water Association, in 1959 and
was inducted into the Industry Hall of Fame in 1991. Mr. Schmitt is a director
of Eureka Bottled Water Co. and National Fuel Corporation. Mr. Schmitt holds a
Bachelor of Arts degree from Dartmouth.
Don P. Van Winkle has been a director of Eldorado since December 1998. From 1996
to present, Mr. Van Winkle has served as President and CEO of Van Winkle's IGA,
a family owned six store retail supermarket chain in New Mexico. From 1991 to
1996, he resided in Colorado where he provided contract chief financial officer
and advisory services to a wide range of companies which included Eldorado. From
1980 to 1991, Mr. Van Winkle was a corporate banker with the two largest
Colorado based bank holding companies, formerly United Banks and First National
Bancorporation. Mr. Van Winkle is a director of The Great Divide Brewing Company
in Denver, CO and Fresh Produce Sportswear, Inc. in Boulder, CO. He holds a
Bachelor of Science Degree in Finance from New Mexico State University.
- 7 -
<PAGE>
Family Relationships
--------------------
There are no family relationships between any directors or executive officers of
the Company.
Item 10. Executive Compensation.
------- -----------------------
In the fiscal year ended March 31, 2000, no executive officer of the Company
received compensation exceeding $100,000. The Company's President, Douglas A.
Larson, received compensation of $90,866 plus other annual compensation benefits
of $14,325 for the fiscal year ended March 31, 2000. Other annual benefits
includes $6,400 for annual health care premiums, $2,725 for a 3% match for all
contributions to the 401(k) plan and $5,200 for a car allowance.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
------- --------------------------------------------------------------
The following table sets forth certain data with respect to the only persons
known by the Company to be the beneficial owners of more than five percent (5%)
of the outstanding shares of common stock of the Company as of March 31, 2000
and for all Officers and Directors as a group. The persons indicated are the
sole beneficial owners of the stock and possess sole voting and investment power
with respect to the shares indicated.
<TABLE>
<CAPTION>
Number of Percent
Name and Address of Beneficial Owners of Shares Owned
---------------------------------------------------------- ------------- ---------------
<S> <C> <C>
Kevin M. Sipple........................................... 763,674 25.5%
43 Fowler Lane
Eldorado Springs, CO 80025
Douglas A. Larson......................................... 775,073 (1) 25.9%
12 Baldwin Circle
Eldorado Springs, CO 80025
Jeremy S. Martin.......................................... 771,060 25.7%
2707 - 4th Street
Boulder, CO 80302
George J. Schmitt......................................... 25,000 *
11 Castle Pines N.
Castle Rock, CO 80104
Don P. Van Winkle......................................... 12,500 *
1600 Indian Wells
Alamogordo, NM 88310
All Officers and Directors as a Group, 7 persons.......... 2,439,307 81.4%
</TABLE>
(1) Mr. Larson's shares include options to buy 9,200 shares held by Mr. Larson's
spouse. The shares owned by all officers and directors as a group include
options to buy 46,000 shares each held by Ms. Collins and Mr. Weidler.
* Less than one percent.
- 8 -
<PAGE>
Item 12. Certain Relationships and Related Transactions.
------- ----------------------------------------------
During the period covered by this Report, there were no transactions in which
the amount involved exceeded $60,000 between the Company and any director or
executive officer or any security holder known to own more than five percent of
the Company's stock, or any immediate family member of any of the foregoing
persons, and no such transactions are currently proposed.
- 9 -
<PAGE>
PART IV
Item 13. Exhibits and Reports on Form 8-K.
------- ---------------------------------
(a) Documents filed as a part of this Report.
----------------------------------------
The following Exhibits and financial statement schedules are filed as exhibits
to this Report:
<TABLE>
<CAPTION>
Exhibit
No. Description Location
--------- -------------------------------------- -----------------------------
<S> <C> <C>
3 Articles of Incorporation and Bylaws Incorporated by reference to
Exhibit No. 3 to the Registration
Statement (No. 33-6738-D)
3.1 Amended Articles of Incorporation Incorporated by reference to
Exhibit 3.1 filed with Eldorado's
Form 10-KSB for the fiscal year
ended March 31, 1998
10.1 1997 Stock Option Plan Incorporated by reference to Exhibit
10.1 to Registration Statement
No. 333-68553
10.2 Promissory Note with First National Bank Incorporated by reference to Exhibit No.
of Boulder County dated June 27, 1997 10.2 to Registration Statement No.
333-68553
10.3 Deed of Trust dated June 27, 1997 Incorporated by reference to Exhibit No.
10.3 to Registration Statement No. 333-68553
23. Consent of Ehrhardt Keefe Steiner & Hottman PC
27.1 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K.
-------------------
No report on Form 8-K was filed during the last quarter of the period covered by
this report.
- 10 -
<PAGE>
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this Report to be signed on its behalf
by the undersigned, thereunto duly authorized.
ELDORADO ARTESIAN SPRINGS, INC.
By:/S/ Douglas A. Larson
Douglas A. Larson,
President and Principal
Executive Officer
Dated: June 29, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
is signed below by the following persons on behalf of the Company in the
capacities and on the dates indicated.
Name and Capacity Date
---------------------------------------------- -----------------
/S/ Douglas A. Larson June 29, 2000
----------------------------------------------
Douglas A. Larson, President
and Director
/S/ Kevin M. Sipple June 29, 2000
-----------------------------------------------
Kevin M. Sipple, Vice-President,
Secretary and Director
/S/ Jeremy S. Martin June 29, 2000
------------------------------------------------
Jeremy S. Martin, Vice-President
and Director
/S/ George J. Schmitt June 29, 2000
------------------------------------------------
George J. Schmitt, Director
/S/ Don P. Van Winkle June 29, 2000
---------------------------------------------
Don P. Van Winkle, Director
/S/ Cathleen Collins June 29, 2000
------------------------------------------------
Cathleen Collins, Chief Financial Officer
- 11 -
