<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 February 28, 1997
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 April 8,
1997 was 6,467,731.
<PAGE> 2
Part I
Item 1. Financial Statements
THE FRESH JUICE COMPANY, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
FEBRUARY 28, 1997 AND NOVEMBER 30, 1996
<TABLE>
<CAPTION>
ASSETS 1997 1996
---- ----
(Unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 218,137 $ 133,768
Trade accounts receivable 3,366,497 2,236,781
Inventories 2,403,556 1,759,200
Current portion of notes receivable - stockholders 7,733 --
Prepaid and other current assets 322,276 296,007
----------- -----------
Total Current Assets 6,318,199 4,425,756
Property, Plant and Equipment, at Cost:
Land 30,000 30,000
Building 1,950,654 1,740,229
Leasehold improvements 1,079,925 --
Equipment 4,054,831 3,137,411
Molds 279,354 224,333
Automobiles 217,705 143,358
----------- -----------
7,612,469 5,275,331
Less accumulated depreciation and amortization 1,065,528 820,646
----------- -----------
Net Property, Plant and Equipment 6,546,941 4,454,685
Excess Cost Over Fair Values of Net Assets Acquired, Net
of Accumulated Amortization of $227,899 and $126,748 in
1997 and 1996, respectively 7,864,226 6,110,947
Trademarks, Patents and Other Intangibles, Net of
Accumulated Amortization of $37,205 and $23,108 in 1997 and
1996, respectively 514,690 140,084
Notes Receivable - Stockholders, Net of Current Portion 223,600 --
Other Assets 138,978 150,000
----------- -----------
TOTAL ASSETS $21,606,634 $15,281,472
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Notes payable to bank $ 1,241,000 $ 705,000
Current installments of obligations under capital lease 34,419 --
Current installments of long-term debt 1,078,692 260,070
Accounts payable and accrued expenses 3,669,789 2,836,582
Current installments of notes payable - related parties 633,319 --
Income taxes payable 26,331 --
----------- -----------
Total Current Liabilities 6,683,550 3,801,652
Obligations Under Capital Lease, Net of Current Installments 66,211 --
Long-Term Debt, Net of Current Installments 1,538,290 1,524,562
Notes payable - related parties, net of current installments 1,890,776 --
Deferred Income Taxes 97,228 34,000
Deferred Building Rent 139,940 --
Shareholders' Equity:
Series preferred stock, par value $10; authorized 7,000,000
shares; none issued -- --
Common stock, par value $.01; authorized 30,000,000 shares;
issued 6,679,669 shares at February 28, 1997 and 6,062,000 shares at
November 30, 1996; outstanding 6,467,731 shares at
February 28, 1997 and 5,850,062 shares at November 30, 1996 66,797 60,620
Additional paid-in capital 9,334,039 8,583,490
Retained earnings 2,073,096 1,560,441
----------- -----------
11,473,932 10,204,551
Less cost of common shares held in treasury: 211,938 shares
at February 28, 1997 and November 30, 1996 283,293 283,293
----------- -----------
Total Shareholders' Equity 11,190,639 9,921,258
----------- -----------
Commitments and Contingency
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $21,606,634 $15,281,472
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 3
THE FRESH JUICE COMPANY, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED FEBRUARY 28, 1997 AND FEBRUARY 29, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Net Sales $ 9,377,593 $2,212,843
Cost of Goods Sold 6,695,936 1,265,515
----------- ----------
Gross Profit 2,681,657 947,328
Selling, General and Administrative Expenses 2,043,130 1,076,956
----------- ----------
Earnings (Loss) From Operations 638,527 (129,628)
Interest Income 5,171 13,758
Interest Expense (138,424) (32,642)
Other 8,981 5,421
----------- ----------
Earnings (Loss) Before Provision for Income Taxes 514,255 (143,091)
Provision for Income Taxes 1,600 664
----------- ----------
Net Earnings (Loss) 512,655 (143,755)
Retained Earnings, Beginning of Period 1,560,441 2,489,484
----------- ----------
Retained Earnings, End of Period $ 2,073,096 $2,345,729
=========== ==========
Net Earnings (Loss) Per Common Share $ .08 $ (.04)
=========== ==========
Weighted Average Number of Common and Common
Equivalent Shares Outstanding 6,544,666 3,586,167
=========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 4
THE FRESH JUICE COMPANY, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED FEBRUARY 28, 1997 AND FEBRUARY 29, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Cash Flows From Operating Activities:
Net earnings (loss) $ 512,655 $ (143,755)
Adjustments to reconcile net earnings (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization 358,230 93,262
Deferred building rent 1,438 --
Changes in assets and liabilities, net of assets acquired and liabilities
assumed:
Trade accounts receivable (251,257) (179,128)
Inventories (152,056) 506,113
Prepaid and other current assets 14,348 (70,078)
Accounts payable and accrued expenses (591,481) 135,966
Income taxes payable 26,331 (15,410)
----------- -----------
Net Cash Provided By (Used In) Operating Activities (81,792) 326,970
Cash Flows From Investing Activities:
Installments from notes receivable -- 30,000
Increase in notes receivable - stockholders (3,333) --
Acquisitions of property, plant and equipment (85,301) (719,837)
Decrease in other assets 55,366 --
Acquisition of Hansen's Juices, Inc., net of cash
acquired (37,756) --
----------- -----------
Net Cash Used In Investing Activities (71,024) (687,837)
Cash Flows From Financing Activities:
Proceeds from notes payable to bank 536,000 --
Repayment of notes payable to bank (139,926) --
Repayment of long-term debt (132,155) --
Repayment of capital lease obligations (7,808) --
Repayment of notes payable - related parties (18,926) --
----------- -----------
Net Cash Provided By Financing Activities 237,185 --
----------- -----------
Net Increase (Decrease) in Cash and Cash Equivalents 84,369 (362,867)
Cash and Cash Equivalents at Beginning of Period 133,768 1,998,063
----------- -----------
Cash and Cash Equivalents at End of Period $ 218,137 $ 1,635,196
=========== ===========
Supplemental cash flow and non cash investing and financing activities
information:
Income taxes paid $ 3,757 $ 2,000
Interest paid $ 138,424 $ 32,642
Fair value of assets acquired $ 6,139,034 $ --
Debt and liabilities assumed 5,382,308 --
----------- -----------
Fair value of common stock issued $ 756,726 $ --
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 5
THE FRESH JUICE COMPANY, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 1997 AND NOVEMBER 30, 1996
(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 February 28, 1997 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, 1996 consolidated financial statements.
(2) Inventories at February 28, 1997 and November 30, 1996 consist of the
following:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Raw Materials $1,020,975 $ 375,351
Finished goods 1,382,581 1,383,849
---------- ----------
$2,403,556 $1,759,200
========== ==========
</TABLE>
(3) In January 1996, the Company was named as a defendant in a legal matter
which seeks damages in excess of $250,000. Pending court approval, the
Company has settled the matter and is obligated to pay $10,000 over six
months, pursuant to the terms of the agreement.
Hansen's Juices, Inc. (Hansen's) which the Company acquired as of
December 2, 1996 (see Note 4), has been named as one of many defendants
in a lawsuit filed by the Franchise Holders of Southland Corporation
(Southland), against Southland and a large number of the purveyors to the
Franchisees of Southland, i.e., 7-Eleven stores. Hansen's was one of the
purveyors that has been sued under that lawsuit. However, there is only
one cause of action which pertains to Hansen's, and Hansen's is coupled
in that count with Southland, the Coca-Cola Company and Pepsi-Cola
Company. The basis of the cause of action is that each of the named
purveyors conspired to fix prices on soft drinks by trying to set the
Franchisees' retail price of their respective products in order for the
Franchisee(s) to obtain a discount off the wholesale price. In the count
in which Hansen's was named, the plaintiffs seek total damages in excess
of $50,000. The case was filed in September 1993 and is venued in the
Superior Court of the State of California for the County of Alameda. On
March 12, 1997, the Superior Court of the State of California for the
County of Alameda entered an Order Granting Summary Adjudication in favor
of Hansen's, however, this Order is still subject to appeal. Management
of the Company believes that the ultimate resolution of this matter will
not have a material impact on the financial position of the Company.
(4) Effective December 2, 1996, the Company acquired all of the outstanding
capital stock of Hansen's in exchange for $90,000 in cash, 597,443 shares
of the Company's common stock, warrants to purchase 300,000 shares of the
Company's common stock for $3.00 per share and assumption of debt. This
merger has been accounted for as a purchase. Simultaneously with the
merger, the Company also restructured a portion of Hansen's existing debt
obligations owed to former Hansen's stockholders and in connection
therewith delivered $60,000 in cash and 20,226 shares of the Company's
common stock to a former Hansen's stockholder.
<PAGE> 6
THE FRESH JUICE COMPANY, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 1997 AND NOVEMBER 30, 1996
(UNAUDITED)
The estimated fair value of Hansen's assets and liabilities at the date
of acquisition is presented as follows:
<TABLE>
<S> <C>
Cash $ 112,244
Trade accounts receivable 878,459
Inventory 492,300
Prepaid expenses 40,617
Notes receivable - stockholders 228,000
Property, plant and equipment 2,249,937
Goodwill, representing excess of cost over
estimated fair values of net assets acquired 1,854,430
Intangible assets 388,703
Other assets 44,344
Notes payable to bank (139,926)
Long-term debt (964,505)
Accounts payable and accrued expenses (1,424,688)
Obligations under capital lease (108,438)
Notes payable - related parties (2,543,021)
Deferred income taxes (63,228)
Deferred building rent (138,502)
----------
Total Purchase Price $ 906,726
==========
</TABLE>
In the above acquisition, the common stock delivered as consideration is
unregistered and contains certain restrictions as well as having several
large blocks of stock being issued to certain sellers in the transaction.
Management is in the process of evaluating the fair values of the assets
acquired and liabilities assumed, and has made only preliminary
assessments of the fair values of assets acquired and liabilities assumed
in connection with the Hansen's merger. Management of the Company, upon
receiving advice from its investment banker, has made an assessment of
the fair value of the common stock issued in connection with the Hansen's
acquisition at the approximate date of the merger agreement, which fair
value approximates 70% of the publicly traded market prices.
Management's preliminary assessments of fair values for assets acquired
and liabilities assumed to date result in tentative allocations of
amounts to the excess of costs over the fair values of net assets
acquired. Management continues to be in a discovery and assessment
period, and is evaluating the possible existence of other identifiable
intangible assets that may exist. No adjustments have been made to the
consolidated financial statements with respect to a final determination
as to the existence and fair values of other identifiable intangible
assets, should any exist. The final fair values of property, plant and
equipment acquired in the Hansen's merger will be determined by
management upon the completion of the independent appraisal process.
In connection with the Hansen's merger, the Company issued warrants as
part of the merger consideration to the sellers, and certain bank debt
and debt to former shareholders was assumed. Management is in the process
of evaluating the fair value of the warrants issued and debt assumed. No
adjustments have been included in the consolidated financial statements
for these matters.
The following table presents selected financial information (unaudited)
for the Company, Ultimate, Clear Springs and Hansen's on a pro-forma
basis assuming the four companies had been combined for the three months
ended February 29, 1996. Pro-forma results for the three months include
the results of the Company for the three months ended February 29, 1996
combined with the results of Ultimate, Clear Springs and Hansen's for the
three months ended March 31, 1996, which are periods prior to their
acquisition by the Company. The pro forma financial information does not
necessarily reflect the results of operations that would have occurred
had the Company, Ultimate, Clear Springs and Hansen's constituted a
single entity during such period. Pro-forma results include necessary
pro-forma adjustments:
<TABLE>
<S> <C>
Net Sales $10,036,744
Net Loss $ (422,542)
Net Loss Per Common Share $ (.07)
</TABLE>
<PAGE> 7
THE FRESH JUICE COMPANY, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 1997 AND NOVEMBER 30, 1996
(UNAUDITED)
Such pro-forma data reflects preliminary adjustments to the fair value of
the assets purchased since, as indicated above, the Company has not had
an opportunity to obtain appraisals or other independent verifications of
the fair value of the assets purchased.
(5) The Financial Accounting Standards Board issued Statement No. 123,
Accounting for Stock-Based Compensation (SFAS No. 123). Under this new
standard, a new fair value based method of accounting for stock-based
compensation arrangements with employees is established. Entities may
continue to use the Opinion 25 method or adopt the SFAS No. 123 fair
value based method. The Company adopted this standard effective December
1, 1996. As a result, the Company has and will continue to use the
Opinion 25 method, and therefore SFAS No. 123 requires footnote
disclosure in the annual financial statements of proforma net income and
earnings per share information as if the fair value based method had been
adopted.
The Financial Accounting Standards Board issued Statement No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed (SFAS No. 121). This new standard requires the
assessment of the recoverability of long-lived assets and certain
intangibles and related goodwill and recognition of any impairment
losses. The Company adopted this statement effective December 1, 1996.
The adoption of this standard did not have a material effect on the
Company's consolidated financial statements.
(6) The Company's provision for income taxes for the three months ended
February 28, 1997 reflects a $-0- provision for federal income taxes as
the result of the utilization of net operating losses in effect as of
November 30, 1996. As of November 30, 1996, these net operating loss
carryforwards were fully offset by a valuation allowance.
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
RESULTS OF OPERATIONS
As more fully discussed in Item 1 of the Company's Annual Report on
Form 10-KSB for the fiscal year ended November 30, 1996, the Company acquired
both The Ultimate Juice Company, Inc. ("Ultimate") and Clear Springs Citrus,
Inc. ("Clear Springs") during the year ended November 30, 1996. In addition, as
more fully discussed in Note 4 to the Company's Consolidated Financial
Statements contained in this Quarterly Report on Form 10-QSB, the Company
acquired Hansen's Juices, Inc. ("Hansen's") by merger during the quarter ended
February 28, 1997. The merger with Ultimate (the "Ultimate Merger") became
effective on April 1, 1996. The merger with Clear Springs (the "Clear Springs
Merger") became effective on September 1, 1996. The merger with Hansen's (the
"Hansen's Merger") became effective on December 2, 1996. Since each of the above
described mergers became effective subsequent to February 29, 1996, the
Company's consolidated statement of operations for the quarter ended February
29, 1996, presented for comparative purposes, consisted of the Company's
activities, exclusive of the three merged companies described above, whereas the
Company's consolidated statement of operations for the quarter ended February
28, 1997 consisted of the Company's activities, inclusive of the operations of
each of the acquired entities.
Primarily as a result of the Ultimate Merger, the Clear Springs
Merger and the Hansen's Merger (hereinafter the "Acquisitions"), the Company's
net sales have increased to $9,377,593 for the quarter ended February 28, 1997,
as compared to $2,212,843 for the quarter ended February 29, 1996, representing
a 324% increase in net sales over the corresponding quarter of the preceding
year.
As a result of this increase in net sales due to the Acquisitions,
gross profit has increased to $2,681,657 for the quarter ended February 28,
1997, as compared to $947,328 for the quarter ended February 29, 1996,
representing a 183% increase over the corresponding quarter of the preceding
year. The increase in gross profit was not as significant as the increase in
net sales, since gross margins have decreased to 28.6% for the quarter ended
February 28, 1997, as compared to 42.8% for the quarter ended February 29, 1996.
The Company's gross profit has declined due to a change in the product mix sold
by the Company. Prior to April 1, 1996, the Company was primarily a distributor
of frozen fresh squeezed juices. However, as a result of the Acquisitions and
the Company's acquisition and renovation of its production facility in Winter
Haven, Florida (the "Florida Plant"), the Company's revenue mix has changed, and
the Company is now a manufacturer and distributor of fresh squeezed frozen and
non-frozen juices and other juice and non carbonated beverages, with the
majority of the Company's revenues derived from the sale of fresh, non-frozen
juices.
The Company's selling, general and administrative expenses have also
increased as a result of the Acquisitions and the operation of the Florida
Plant. Selling, general and administration expenses, have increased to
$2,043,130 for the quarter ended February 28, 1997, as compared to $1,076,956
for the quarter ended February 29, 1996, representing a 89.7% increase in
selling, general and administrative expenses over the corresponding quarter of
the preceding year.
The interest paid on the outside financing obtained in connection
with equipping the Florida Plant, the assumption of debt from the Hansen's
Merger, as well as The Company's existing $2,500,000 line of credit for working
capital, have caused interest expense to increase by $105,782 to $138,424 for
the quarter ended February 28, 1997, as compared to $32,642 for the quarter
ended February 29, 1996.
FINANCIAL CONDITION
As a result of the Hansen's Merger and the completion of two of the
six months in which the Company builds up its fresh-frozen inventory, both the
current and total assets of the Company have increased to $6,318,199 and
$21,606,634, respectively, as of February 28, 1997, as compared to $4,425,756
and $15,281,472, respectively, as of November 30, 1996. The Company's trade
accounts receivable and inventories have increased to $3,366,497 and $2,403,556,
respectively, as of February 28, 1997 as compared to $2,236,781 and $1,759,200,
respectively, as of November 30, 1996.
Primarily as a result of the Hansen's Merger, the Company's balances
for equipment, building and leasehold improvements have increased to $7,085,410
as of February 28, 1997 as compared to $4,877,640 as of November 30, 1996.
Similarly, the Hansen's Merger has resulted in an increase in excess
cost over fair values of net assets acquired, net of accumulated amortization,
to $7,864,226 as of February 28, 1997 as compared to $6,110,947 as of November
30, 1996, as well as an increase in trademarks, patents and other intangibles,
net of accumulated amortization, to $514,690 as of February 28, 1997 as compare
to $140,084 as of February 29, 1996.
Accounts payable and accrued expenses have increased to $3,669,789 as
of February 28, 1997 as compared to $2,836,582 as of November 30, 1996. This
increase resulted from the consolidation of the Hansen's accounts payable and
accrued expenses into the Company's financial statements. The Hansen's Merger
and the assumption of the Hansen's debt associated therewith, have resulted in
an increase in current installments of long term debt to $1,078,692 as of
February 28, 1997 as compared to $260,070 as of November 30, 1996, as well as an
increase in notes payable- related parties to $633,319 as of February 28, 1997
as compared to $0.00 as of November 30, 1996. Additional draws on the Company's
credit line used to finance its operations and pay off existing debt of its
subsidiaries have resulted in an increase in notes payable to bank to $1,241,000
as of February 28, 1997 as compared to $705,000 as of November 30, 1996.
The Hansen's Merger and the issuance of additional shares of the
Company's common stock in connection therewith have resulted in an increase in
paid-in capital to $9,334,039 as of February 28, 1997 as compared to $8,583,490
as of November 30, 1996.
LIQUIDITY
The Company has a working capital deficit of $365,351 at February 28,
1997 as compared to working capital of $624,104 at November 30, 1996. The
change in the Company's working capital results primarily from assumption of
liabilities in connection with the Hansen's Merger. 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
products. To provide additional liquidity, in August 1996, the Company obtained
a $2,500,000 line of credit with Fleet Bank, N.A. At February 28, 1997, the
amount drawn on the Company's line of credit was $1,241,000, leaving $1,259,000
available as of such date. As of April 14, 1997, approximately $1,200,000 of
the line of credit is still available, depending upon qualified levels of
accounts receivable and inventories as defined in the Loan Agreement. The
Company typically invests approximately $2.5 million from January through June
to replenish its yearly fresh- frozen juice inventory. The Company believes
that it has sufficient liquidity to conduct its business and to build its
fresh-frozen inventory during the remainder of the Florida harvest season to
meet the Company's current customers' demands 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. In connection with the Hansen's Merger, the Company assumed the debt
obligations of Hansen's. The Company believes that the result of its operations
(inclusive of Hansen's), will be sufficient to meet these additional debt
obligations.
As a result of the Hansen's merger and the Company's operating results
for the fourth fiscal quarter of the year ended November 30, 1996, at February
28, 1997, the Company was in violation of the Debt to Worth Ratio and Minimum
Debt Service Coverage Ratio financial covenants in its new working capital
credit facility. In April, the Company obtained from Fleet Bank, N.A. a waiver
of both covenants until the test date at the end of the second fiscal quarter.
Management intends to work with Fleet Bank, N.A. during the current quarter to
permanently amend such covenants to bring the Company into compliance. The
Company's ability to meet its financial covenants in the future, is dependent
upon future operating results.
<PAGE> 9
PART II - OTHER INFORMATION
LEGAL PROCEEDINGS
As previously disclosed in the Company's Annual Report on Form 10-KSB,
the Company's subsidiary, The Fresh Juice Company of California, Inc.
(Hansen's), has been named as one of many defendants in a lawsuit filed by the
Franchise Holders of Southland Corporation ("Southland") against Southland and a
large number of the purveyors to the Franchisees of Southland, i.e., 7-Eleven
stores. Hansen's was one of the purveyors that has been sued under that lawsuit.
However, there is only one cause of action which pertains to Hansen's, and
Hansen's is coupled in that count with Southland, The Coca-Cola Company and
Pepsi-Cola Company. The basis of the cause of action is that each of the named
purveyors conspired to fix prices on soft drinks by trying to set the
Franchisees' retail price of their respective products in order for the
Franchisee(s) to obtain a discount off the wholesale price. In the count in
which Hansen's was named, the plaintiffs seek total damages in excess of
$50,000.00. The case was filed in September, 1993 and is venued in the Superior
Court of the State of California for the County of Alameda. On March 12, 1997
the Superior Court of the State of California for the County of Alameda entered
an Order Granting Summary Adjudication in favor of Hansen's, however, this
Order is still subject to appeal. Management of the Company believes that the
ultimate resolution of this matter will not have a material impact on the
financial position of the Company.
<PAGE> 10
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K
<TABLE>
<CAPTION>
Date of Report Items Reported Financial Statements Filed
- -------------- -------------- --------------------------
<S> <C> <C>
November 18, 1996 Execution of a Merger Agreement None
with Hansen's Juices, Inc.
December 2, 1996 The Company's acquisition by Financial Statements of
merger of all of the capital Hansen's Juices, Inc. for the
stock of Hansen's Juices, Inc. years ended June 30, 1996
(audited) and June 30, 1995
(reviewed), unaudited interim
financial statements of
Hansen's Juices, Inc. for the
three months ended
September 30, 1996 and
1995.
</TABLE>
<PAGE> 11
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.
THE FRESH JUICE COMPANY, INC.
Date: April 14, 1997 By: /s/ Steven M. Bogen
-------------------------------------------------
Steven M. Bogen
Co-Chairman of the Board and Chief
Executive Officer (principal executive officer)
Date: April 14, 1997 By: /s/ Mark Feldman
-------------------------------------------------
Mark Feldman, Chief Financial Officer
(principal financial officer and principal
accounting officer)
<PAGE> 12
EXHIBIT INDEX
Exhibit
- -------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-START> DEC-01-1996
<PERIOD-END> FEB-28-1997
<CASH> 218,137
<SECURITIES> 0
<RECEIVABLES> 3,336,497
<ALLOWANCES> 0
<INVENTORY> 2,403,556
<CURRENT-ASSETS> 6,318,199
<PP&E> 7,612,469
<DEPRECIATION> 1,065,528
<TOTAL-ASSETS> 21,606,634
<CURRENT-LIABILITIES> 6,683,550
<BONDS> 3,429,066
0
0
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<SALES> 9,377,593
<TOTAL-REVENUES> 9,377,593
<CGS> 6,695,936
<TOTAL-COSTS> 6,695,936
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<INTEREST-EXPENSE> 138,424
<INCOME-PRETAX> 514,255
<INCOME-TAX> 1,600
<INCOME-CONTINUING> 514,255
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 512,655
<EPS-PRIMARY> .08
<EPS-DILUTED> .08
</TABLE>
