<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 31, 1996
Commission file No. 0-15320
The Fresh Juice Company, Inc.
(Exact name of registrant as specified in its charter)
Delaware 11-2771046
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
35 Walnut Avenue, Suite 4,
Clark, New Jersey 07066
(Address of principal Executive offices) (Zip Code)
Registrant's telephone number, including area code (908) 396-1112
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 / /
The number of shares of $.01 par value Common Stock outstanding as of October
15, 1996 was 5,850,062.
<PAGE> 2
Part I
Item 1. Financial Statements
THE FRESH JUICE COMPANY, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AUGUST 31, 1996 AND NOVEMBER 30, 1995
<TABLE>
<CAPTION>
ASSETS 1996 1995
---- ----
(Unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 342,733 $1,998,063
Trade accounts receivable 1,768,228 591,727
Inventories 2,136,979 1,544,821
Note receivable - Ultimate Juice -- 120,000
Note receivable - Clear Springs Citrus 150,000 --
Advances to Clear Springs Citrus 393,932 --
Other 127,317 3,747
----------- ----------
Total Current Assets 4,919,189 4,258,358
Property, Plant and Equipment, at Cost:
Land 30,000 30,000
Building 1,503,135 597,155
Leasehold improvements 33,764 --
Equipment 2,300,253 353,794
Molds 224,333 196,338
Automobiles 116,158 103,058
Construction in progress -- 1,437,887
----------- ----------
4,207,643 2,718,232
Less accumulated depreciation 829,137 499,256
----------- ----------
Net Property, Plant and Equipment 3,378,506 2,218,976
Goodwill, Net of Accumulated Amortization of
$68,472 at August 31, 1996 3,218,184 --
Note Receivable - Ultimate Juice -- 20,000
Intangible Assets, Net of Accumulated Amortization of $41,356
at August 31, 1996 and $11,059 at November 30, 1995 107,378 10,903
Other Assets 13,740 --
----------- ----------
TOTAL ASSETS $11,636,997 $6,508,237
=========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Note payable to bank $ 405,000 $ --
Current installments of long-term debt 257,572 45,832
Accounts payable and accrued expenses 1,136,908 244,697
Income taxes payable 36,592 48,239
----------- ----------
Total Current Liabilities 1,836,072 338,768
Long-Term Debt, Net of Current Installments 1,317,428 1,529,168
Commitments and Contingency
Shareholders' Equity:
Series preferred stock, par value $10; authorized
7,000,000 shares at August 31, 1996; 200,000
shares at November 30, 1995; none issued -- --
Common stock, par value $.01; authorized 30,000,000 shares
at August 31, 1996; 5,000,000 shares at November 30, 1995;
issued 4,902,000 shares at August 31, 1996 and 3,752,000
shares at November 30, 1995; outstanding 4,690,062 shares
at August 31, 1996 and 3,550,062 shares at November 30,
1995 49,020 37,620
Additional paid-in capital 6,232,590 2,396,490
Retained earnings 2,485,180 2,489,484
----------- ----------
8,766,790 4,923,594
Less cost of common shares held in treasury:
211,938 shares at August 31, 1996 and November 30, 1995 283,293 283,293
----------- ----------
Total Shareholders' Equity 8,483,497 4,640,301
----------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $11,636,997 $6,508,237
=========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 3
THE FRESH JUICE COMPANY, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
NINE MONTHS ENDED AUGUST 31, 1996 AND 1995
(UNAUDITED)
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Net Sales $13,350,162 $7,423,025
Cost of Goods Sold 9,856,841 4,777,568
----------- ----------
Gross Profit 3,493,321 2,645,457
Selling, General and Administrative Expenses 3,149,501 2,234,608
Merger and Acquisition Expenses 249,305 --
----------- ----------
Earnings From Operations 94,515 410,849
Interest Income 38,733 93,264
Interest Expense (96,462) --
Other 8,410 36,581
----------- ----------
Earnings Before Income Taxes 45,196 540,694
Income Taxes 49,500 238,869
----------- ----------
Net Earnings (Loss) (4,304) 301,825
Retained Earnings, Beginning of Period 2,489,484 2,218,441
----------- ----------
Retained Earnings, End of Period $ 2,485,180 $2,520,266
=========== ==========
Net Earnings (Loss) Per Common Share $ .00 $ .08
=========== ==========
Weighted Average Number of Shares Outstanding 4,184,316 3,612,287
=========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 4
THE FRESH JUICE COMPANY, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED AUGUST 31, 1996 AND 1995
(UNAUDITED)
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Cash Flows From Operating Activities:
Net earnings (loss) $ (4,304) $ 301,825
Adjustments to reconcile net earnings (loss) to net
cash used in operating activities:
Depreciation and amortization 279,615 60,001
Gain on sales of investments -- (14,680)
Changes in assets and liabilities, net of assets acquired
and liabilities assumed:
Increase in trade accounts receivable (397,322) (23,781)
Increase in inventories (456,498) (1,034,383)
Decrease (increase) in other current assets (122,420) 8,928
Increase in accounts payable and accrued expenses 354,847 114,627
Increase (decrease) in income taxes payable (42,318) 232,869
Decrease in other current liabilities -- (3,096)
----------- -----------
Net Cash Used In Operating Activities (388,400) (357,690)
Cash Flows From Investing Activities:
Installments from note receivable - Ultimate Juice 30,000 90,000
Increase in advances to Clear Springs Citrus (393,932) --
Decrease in investments -- 455,393
Acquisitions of property and equipment (1,295,719) (916,087)
Acquisitions of intangible assets (61,215) --
Cash acquired in Ultimate Juice merger 70,936 --
----------- -----------
Net Cash Used In Investing Activities (1,649,930) (370,694)
Cash Flows From Financing Activities:
Increase in note payable to bank 405,000 --
Purchase of treasury stock -- (9,933)
Payment of advances - related party (22,000) --
----------- -----------
Net Cash Provided By (Used In) Financing Activities 383,000 (9,933)
----------- -----------
Net Decrease in Cash and Cash Equivalents (1,655,330) (738,317)
Cash and Cash Equivalents at Beginning of Period 1,998,063 1,739,584
----------- -----------
Cash and Cash Equivalents at End of Period $ 342,733 $ 1,001,267
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 5
THE FRESH JUICE COMPANY, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED AUGUST 31, 1996 AND 1995
(UNAUDITED)
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Net Sales $5,570,523 $2,279,190
Cost of Goods Sold 4,207,626 1,400,921
---------- ----------
Gross Profit 1,362,897 878,269
Selling, General and Administrative Expenses 1,322,218 773,785
Merger and Acquisition Expenses 170,465 --
---------- ----------
Earnings (Loss) From Operations (129,786) 104,484
Interest Income 10,757 39,778
Interest Expense (31,177) --
Other 3,448 11,468
---------- ----------
Earnings (Loss) Before Income Taxes (146,758) 155,730
Income Taxes (Benefit) (31,500) 79,025
---------- ----------
Net Earnings (Loss) (115,258) 76,705
Retained Earnings, Beginning of Period 2,600,438 2,443,561
---------- ----------
Retained Earnings, End of Period $2,485,180 $2,520,266
========== ==========
Net Earnings (Loss) Per Common Share $ (.02) $ .02
========== ==========
Weighted Average Number of Shares Outstanding 4,690,062 3,622,416
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 6
THE FRESH JUICE COMPANY, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 1996 AND NOVEMBER 30, 1995
(UNAUDITED)
(1) The consolidated financial information of The Fresh Juice Company, Inc.
and Subsidiaries (the Company), included herein has been prepared by the
Company and is unaudited; however, such information reflects all
adjustments (consisting solely of normal recurring adjustments) which
are, in the opinion of management, necessary for a fair statement of the
financial position, results of operations, and cash flows for the interim
periods to which the report relates. The results of operations for the
period ended August 31, 1996 are not necessarily indicative of the
operating results which may be achieved for the full year. All material
intercompany accounts and transactions have been eliminated in
consolidation.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested
that these consolidated financial statements be read in conjunction with
the consolidated financial statements and notes thereto included in the
Company's November 30, 1995 consolidated financial statements.
(2) Inventories at August 31, 1996 and November 30, 1995 consist of the
following:
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Raw Materials $ 22,659 $ --
Packaging materials 124,591 138,062
Finished goods 1,989,729 1,406,759
---------- ----------
$2,136,979 $1,544,821
========== ==========
</TABLE>
(3) In January 1996, Fresh Pik't Natural Foods, Inc., a wholly-owned
subsidiary of the Company, was named as a defendant in a legal matter
which seeks damages in excess of $250,000. Management of the Company
believes that the ultimate resolution of this matter will not have a
material impact on financial position or earnings of the Company.
(4) Effective April 1, 1996, the Company merged a newly formed wholly-owned
subsidiary with and into The Ultimate Juice Company, Inc. (Ultimate), a
privately-held Company which markets and distributes fresh squeezed juice
primarily on the east coast. In exchange for all of the outstanding
shares of Ultimate, the Company issued to the Ultimate shareholders
1,140,000 of previously unissued shares of its common stock. The merger
has been accounted for as a purchase. On July 19, 1996 Ultimate changed
its name to The Fresh Juice Company of New York, Inc. (hereinafter, Fresh
N.Y. or Ultimate).
The following table presents selected financial information (unaudited)
for the Company and Ultimate on a pro-forma basis assuming the two
companies had been combined for the nine months ended August 31, 1996 and
1995. Pro-forma results for the nine months ended August 31, 1996 include
the results of the Company and Ultimate for the nine months ended August
31, 1996. Pro-forma results for the nine months ended August 31, 1995
include the results of the Company for the nine months ended August 31,
1995 combined with the results of Ultimate for the nine months ended June
30, 1995. Pro-forma results in each period include necessary pro-forma
adjustments:
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Net Sales $16,826,937 $15,987,224
Net Earnings (Loss) $ (45,225) $ 202,627
Net Earnings (Loss) Per Common Share $ (.01) $ .04
</TABLE>
Such pro-forma data reflects preliminary adjustments to the fair value of
the assets purchased as the Company has not had an opportunity to obtain
appraisals or other independent verifications of the fair value of the
assets purchased. When such information is obtained, the Company will
make appropriate adjustments to the fair value of the assets purchased as
necessary.
In connection with the merger noted above, the Company entered into
employment agreements with two of its executive officers which generally
provide for, among other things, annual compensation aggregating a
minimum of $720,000, subject to annual increases, as defined, for a term
of 3 years.
<PAGE> 7
THE FRESH JUICE COMPANY, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 1996 AND NOVEMBER 30, 1995
(UNAUDITED)
(5) Effective September 1, 1996, Clear Springs Citrus, Inc. ("Clear Springs")
was merged into the Company's wholly owned subsidiary The Fresh Juice
Company of Florida, Inc.. In exchange for all of the outstanding shares
of Clear Springs, the Company issued to the Clear Springs' shareholders
1,160,000 of previously unissued shares of its common stock. Clear
Springs is the primary producer of fresh squeezed juice for the Company's
wholly owned subsidiary, The Fresh Juice Company of New York, Inc.,
formerly known as Ultimate. The merger is expected to be accounted for
under the purchase method.
(6) The following is supplemental disclosure of cash flow information:
<TABLE>
<CAPTION>
Cash paid during the nine months for: 1996
-------
<S> <C>
Interest $96,462
Income Taxes $94,063
</TABLE>
Disclosure of non cash investing and financing activities:
During the nine month period ended August 31, 1996, the Company acquired
all of the outstanding common stock of Ultimate in exchange for 1,140,000
shares of its common stock. The fair value of Ultimate's assets and
liabilities at the date of acquisition are presented below:
<TABLE>
<S> <C>
Cash $ 70,936
Trade accounts receivable 779,179
Inventory 135,660
Prepaid expenses 1,150
Note receivable - Clear Springs Citrus 150,000
Other assets 13,740
Property, plant and equipment 44,657
Goodwill 3,286,656
Other intangible assets 65,557
Note payable - Fresh Juice Company (110,000)
Accounts payable and accrued expenses (537,364)
Income taxes payable (30,671)
Advances - related party (22,000)
----------
Total purchase price $3,847,500
==========
</TABLE>
(7) During the nine month period ended August 31, 1996, the Company
refinanced its existing long-term debt with Fleet Bank. The Company's new
credit facility consists of a five year $1,100,000 term loan and a
$2,500,000 line of credit.
(8) At the Annual Meeting of Stockholders of the Company held on August 29,
1996, the Company's stockholders authorized amendments to the Company's
Certificate of Incorporation which:
- Increased the authorized shares of the Company's common stock from
5,000,000 to 30,000,000
- Increased the authorized shares of the Company's preferred stock
from 200,000 to 7,000,000
<PAGE> 8
Item 2. Management's Discussion and Analysis or Plan of Operation
Results of Operations
As set forth in the Company's Notes to Consolidated Financial
Statements (Note 4) and the Quarterly Report on Form 10-QSB filed by the Company
for the quarter ended February 29, 1996, effective April 1, 1996, the Company
merged a newly formed wholly-owned subsidiary with and into The Ultimate Juice
Company, Inc. ("Ultimate"), a privately-held company which markets and
distributes fresh squeezed juice primarily on the east coast. Since the merger
transaction with Ultimate became effective on April 1, 1996, Ultimate closed its
previous fiscal year on March 31, 1996 and began its new fiscal year on April 1,
1996. Accordingly, the Consolidated Statements of Operations for the nine months
ended August 31, 1996 consist of a consolidation of five months of operations
(April - August) for Ultimate and nine months (December - August) for the
Company. Effective July 19, 1996, Ultimate changed its name to The Fresh Juice
Company of New York, Inc. (hereinafter, "Fresh N.Y.").
The consolidation of this additional wholly-owned subsidiary has
increased the Company's net sales for the quarter ended August 31, 1996 to
$5,570,523 or 144% more than net sales of $2,279,190 for the corresponding
quarter of the preceding year. For the nine months ended August 31, 1996, net
sales have increased to $13,350,162 or 80% over net sales of $7,423,025 for the
corresponding nine month period in the preceding year. As a result of the
acquisition of Fresh N.Y., a reclassification of freight costs from selling,
general and administrative expenses to costs of goods sold and an increase in
the cost of fruit, costs of goods sold have increased (a) to $4,207,626 for the
quarter ended August 31, 1996, an increase of 200% from $1,400,921 for the
quarter ended August 31, 1995, and (b) to $9,856,841 for the nine months ended
August 31, 1996, an increase of 106% from $4,777,568 for the nine months ended
August 31, 1995.
The acquisition of Fresh N.Y. and the Company's fresh juice production
facility in Winter Haven, Florida (the "Winter Haven Plant") have also caused
selling, general and administrative expenses to increase (a) to $1,322,218 for
the quarter ended August 31, 1996, an increase of 71% from $773,785 for the
quarter ended August 31, 1995, and (b) to $3,149,501 for the nine months ended
August 31, 1996, an increase of 41% from $2,234,608 for the nine months ended
August 31, 1995. In addition, the interest paid on the outside financing
obtained in connection with purchasing and equipping the Winter Haven Plant has
caused interest expense for the quarter and nine months ended August 31, 1996 to
increase to $31,177 and $96,462, respectively. The Company reported no interest
expense in the corresponding periods in the preceding year. In addition, the
Company incurred one time costs related to the merger transaction with Fresh
N.Y. for the quarter and nine months ended August 31, 1996 amounting to $170,465
and $249,305, respectively.
As a result of higher fruit prices and merger related expenses,
earnings from operations have declined and the Company incurred a loss from
operations of $129,786 for the quarter ending August 31, 1996, as compared to
earnings from operations of $104,484 for the corresponding quarter of the
preceding year. As a result, earnings from operations for the nine months ended
August 31, 1996 were $94,515, a 77% decrease as compared to the $410,849
<PAGE> 9
earned in the corresponding nine month period in the preceding year. Similarly,
earnings per share for the quarter ended August 31, 1996 have declined to a loss
of $.02 per share as compared to earnings of $.02 per share for the
corresponding quarter in the preceding year. Losses sustained in the first and
third quarters have resulted in an overall decrease in earnings per share to a
loss of less than $.01 per share for the nine month period ended
August 31, 1996 as compared to earnings of $.08 per share for the
corresponding nine month period in the preceding year.
Financial Condition
As set forth in the Company's Annual Report on Form 10-KSB for the
Company's fiscal year ended November 30, 1995, on August 3, 1995, the Company
acquired a vacant 70,000 square foot warehouse building in Winter Haven, Florida
for the purpose of constructing a state of the art juice processing plant. In
connection therewith, the Company, through its wholly-owned subsidiary The Fresh
Juice Company of Florida, Inc., purchased approximately $2,900,000 of fixtures
and equipment which have been installed in the Winter Haven Plant. Approximately
$1,800,000 of such costs have been financed from the Company's working capital,
and the balance was financed through a bank loan. Primarily as a result of these
construction and equipment costs, the Company's cash balance as of August 31,
1996 has decreased to $342,733 as compared to $1,998,063 as of November 30,
1995.
As a result of the consolidation of the Company's additional wholly-
owned subsidiary, both the current assets and total assets of the Company have
increased to $4,919,189 and $11,636,997, respectively, as of August 31, 1996,
as compared to $4,258,358 and $6,508,237, respectively, as of November 30,
1995. Specifically, the Company's trade accounts receivable as of August 31,
1996 increased to $1,768,228 as compared to $591,727 as of November 30, 1995.
During the first seven months of the Company's fiscal year, the Company
increased its level of "fresh-frozen" juice inventory to take advantage of the
high quality of fruit available during the harvest season and to meet expected
future demand for such products. In addition, Fresh N.Y. generally maintains a
fresh squeezed juice inventory valued at approximately $175,000 more than that
generally maintained by the Company prior to the merger transaction. As a
result, the Company's inventory has increased to $2,136,979 as of August 31,
1996 as compared to $1,544,821 as of November 30, 1995. As of August 31, 1996,
advances to Clear Springs were $393,932 resulting from loans made by the
Company to Clear Springs to enable Clear Springs to pay off and restructure its
existing debt. The Company reported no advances to Clear Springs as of
November 30, 1995. The completion of construction of the Winter Haven Plant and
the installation of the additional equipment have increased the Company's
balances for building and equipment, while reducing construction in progress
from $1,437,887 as of November 30, 1995 to $0 as of August 31, 1996. As a
result, the Company's combined balance for building, leasehold improvements and
equipment as of August 31, 1996 has increased to $3,837,152 as compared to
$950,949 as of November 30, 1995. Even after taking into consideration the
$1,437,887 reduction in construction in progress, this represents a net
increase in building, leasehold improvements and equipment of $1,448,316,
representing over ninety-seven percent (97%) of the increase in the gross
property plant and equipment balance as of August 31, 1996 of $4,207,643 as
compared to the balance as of November 30, 1995 of $2,718,232. Accounts payable
and accrued expenses increased to $1,136,908 for the nine months ended August
31, 1996 as compared to $244,697 as of November 30, 1995. This increase
resulted primarily from the consolidation of Fresh N.Y.'s accounts payable into
the Company's financial statements (approximately $500,000 as of the effective
date of the merger transaction with Fresh N.Y.) and increased accounts
payable relating to the increased inventory levels as described above.
<PAGE> 10
The merger transaction with Fresh N.Y. has been accounted for as a
purchase transaction resulting in goodwill net of accumulated amortization as of
August 31, 1996 of $3,218,184. The Company reported no goodwill as of November
30, 1995. As described in Notes 4 and 6 to Consolidated Financial Statements,
that merger transaction required the Company to issue 1,140,000 shares of its
common stock par value $.01 resulting in a substantial increase in paid in
capital, which increased to $6,232,590 as of August 31, 1996 as compared to
$2,396,490 as of November 30, 1995.
Material Commitments
In connection with the merger between The Fresh Juice Company of
Florida, Inc. and Clear Springs, described in Note 5 to the Consolidated
Financial Statements and in the Subsequent Event section below, the
Company has arranged for additional renovations to the Winter Haven Plant so
that the plant can accommodate the Company's anticipated increased volume, as
well as the equipment and production requirements being transferred from Clear
Springs' Winter Garden facility to the Winter Haven Plant. The anticipated costs
of the labor and equipment purchased for these renovations is approximately
$600,000 and is expected to be paid from the Company's cash flow. It is
anticipated that the cost-savings associated with the consolidation of the
production plants will serve to offset a substantial portion of this expense
over time.
Liquidity
The Company had working capital of $3,083,117 at August 31, 1996
compared to $3,919,590 at November 30, 1995. The Company requires capital to
support its capital improvements and the level of inventory required to meet
current demand as well as expected future increases in demand for its product.
To provide additional liquidity, in August 1996, the Company obtained a
$2,500,000 line of credit with Fleet Bank. In addition, the Company believes
that during the 1996 harvesting season, which ended in August 1996, the Company
processed sufficient product to meet its anticipated demand for fresh frozen
products. A lack of availability of quality fruit and higher cost of citrus
would hamper the Company's ability to maintain its rate of growth and its
current gross profit level.
Subsequent Event
Effective September 1, 1996, Clear Springs Citrus, Inc. ("Clear
Springs"), the primary producer of fresh squeezed juice for the Company's wholly
owned subsidiary Fresh N.Y. was merged into the Company's wholly owned
subsidiary, The Fresh Juice Company of Florida, Inc. in accordance with the
terms of the Merger Agreement dated March 31, 1996 by and among the Company, The
Fresh Juice Company of Florida, Inc., Clear Springs, Brian Duffy and The Bogen
Group, L.L.C. In exchange for all of the outstanding shares of Clear Springs,
the Company issued to the shareholders of Clear Springs an aggregate of
1,160,000 of previously unissued shares of the Company's common stock. The
merger with Clear Springs is expected to be accounted for as a purchase.
<PAGE> 11
On September 13, 1996 the Company filed a Current Report on Form 8-K
with respect to the closing of this merger.
Item 4. Submission of Matters to a Vote of Security Holders
The Company's Annual Meeting of Stockholders was held on August 29,
1996 (the "Annual Meeting"). Set forth below is a brief description of each
matter voted upon at the Annual Meeting and the vote rendered as to each matter,
including the number of abstentions and broker non-votes as to each such matter,
and also including a separate tabulation with respect to each nominee for
director.
1. To approve the amendment to the Company's Certificate of
Incorporation to increase the number of authorized shares of
the Company's common stock from 5,000,000 to 30,000,000.
For Against Abstain Broker Non-votes
4,634,227 10,600 875 0
2. To approve the amendment to the Company's Certificate of
Incorporation to increase the number of authorized shares of
the Company's preferred stock from 200,000 to 7,000,000.
For Against Abstain Broker Non-votes
3,039,698 51,780 6,125 1,548,099
3. Election of directors: For Withheld
Steven M. Bogen 4,640,802 4,900
Steven Smith 4,640,802 4,900
Jeffrey Smith 4,639,677 6,025
Brian Duffy 4,640,802 4,900
4. To approve the adoption of the Company's 1996 Incentive Stock
Option Plan.
For Against Abstain Broker Non-votes
3,048,558 39,845 9,200 1,548,099
5. To ratify the appointment of KPMG Peat Marwick LLP as the
Company's independent auditors for the fiscal year ending
November 30, 1996.
For Against Abstain Broker Non-votes
4,644,702 800 200 0
<PAGE> 12
PART II - Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(3(i)) Amendment to Certificate of Incorporation (filed as Exhibit 3(i)
to the Company's Current Report on Form 8-K dated September 13, 1996).
(27) Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed in the three month period ended
August 31, 1996.
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant had duly caused this report to be signed on its behalf of by the
undersigned, thereunto duly authorized.
THE FRESH JUICE COMPANY, INC.
Date: October 15, 1996 By: /s/ Steven M. Bogen
-----------------------------
Steven M. Bogen
Co-Chairman of the Board and
Chief Executive Officer
Date: October 15, 1996 By: /s/ Mark Feldman
-----------------------------
Mark Feldman, Chief
Financial Officer
<PAGE> 14
EXHIBIT INDEX
Exhibit
3(i) Amendment to Certificate of Incorporation of The Fresh Juice Company,
Inc.
(27) Financial Data Schedule
[Others]
<PAGE> 1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
THE FRESH JUICE COMPANY, INC.
It is hereby certified that:
1. The name of the corporation is THE FRESH JUICE COMPANY, INC.
2. The certificate of incorporation of the corporation is hereby
amended by striking out Article FOURTH thereof and by substituting in lieu of
said Article the following new Article:
"FOURTH: The total number of shares of all classes of stock which the
corporation is authorized to issue is thirty-seven million
(37,000,000). All such shares are to have a par value and are
classified as seven million (7,000,000) shares of Preferred stock and
the par value of each share of such class is ten dollars ($10.00) and
thirty million (30,000,000) shares of Common stock and par value of
each share of such class is one cent ($.01)."
3. The amendment of the certificate of incorporation herein certified
has been duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
Signed on August 29, 1996
THE FRESH JUICE COMPANY, INC.
Attest:
By:/s/ Steven Smith, President
------------------------------
/s/ Steven M. Bogen, Secretary
- ------------------------------
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