<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: April 4, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________to ____________
Commission FILE NUMBER: 1-11012
GLACIER WATER SERVICES, INC.
----------------------------
(Exact name of registrant as specified in its charter)
Delaware 33-0493559
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2261 Cosmos Court, Carlsbad, California 92009
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(Address of principal executive offices) (Zip Code)
(760) 930-2420
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(Registrant's telephone number, including area code)
Former Fiscal Year End: December 31
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(Former Name, Former Address and Former Fiscal Year,
if changed since Last Report)
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 / /
Indicate the number of shares outstanding of each of issuer's class of
common stock as of the latest practicable date: 3,210,325 shares of common
stock, $.01 par value, outstanding at April 30, 1997.
1
<PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
GLACIER WATER SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
<TABLE>
<CAPTION>
APRIL 4, DECEMBER 31,
1997 1996*
----------- -------------
<S> <C> <C>
ASSETS (unaudited)
Current assets:
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 11 $ 11
Accounts receivable. . . . . . . . . . . . . . . . . . . . . . . . . 320 311
Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,244 2,946
Prepaid commissions and other. . . . . . . . . . . . . . . . . . . . 1,390 1,084
--------- ---------
Total current assets. . . . . . . . . . . . . . . . . . . . . . 3,965 4,352
Property and equipment, net of accumulated depreciation . . . . . . . . . 47,298 36,754
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,507 4,961
--------- ---------
Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 57,770 $ 46,067
--------- ---------
--------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . $ 806 $ 640
Accrued commissions. . . . . . . . . . . . . . . . . . . . . . . . . 1,421 988
Accrued liabilities. . . . . . . . . . . . . . . . . . . . . . . . . 1,725 1,654
--------- ---------
Total current liabilities . . . . . . . . . . . . . . . . . . . 3,952 3,282
Long-term debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,958 15,820
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . 2,979 2,979
Stockholders' equity:
Preferred stock, $.01 par value;
100,000 shares authorized,
no shares issued or outstanding. . . . . . . . . . . . . . . . . - -
Common stock, $.01 par value;
10,000,000 shares authorized, 3,209,075 and
3,208,575 shares issued and outstanding, respectively. . . . . . 34 34
Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . . . . 15,290 15,284
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,120 12,231
Treasury stock; 170,500 shares, at cost . . . . . . . . . . . . . . . . . (3,563) (3,563)
--------- ---------
Total stockholders' equity. . . . . . . . . . . . . . . . . . . . . . 23,881 23,986
--------- ---------
Total liabilities and stockholders' equity. . . . . . . . . . . . . . . . $ 57,770 $ 46,067
--------- ---------
--------- ---------
</TABLE>
* Amounts derived from audited information
See accompanying notes
2
<PAGE>
GLACIER WATER SERVICES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except shares and per share data)
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
APRIL 4, MARCH 31,
1997 1996
--------- ---------
<S> <C> <C>
Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 11,176 $ 10,015
Operating costs and expenses:
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 7,075 6,301
Selling, general and administrative expenses . . . . . . . . . . . . . 1,613 1,286
Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . 1,880 1,634
Non-recurring charges. . . . . . . . . . . . . . . . . . . . . . . . . 471 --
--------- ---------
Total operating costs and expenses. . . . . . . . . . . . . . . . 11,039 9,221
--------- ---------
Income from operations . . . . . . . . . . . . . . . . . . . . . . . . . . 137 794
Interest expense (net) and other . . . . . . . . . . . . . . . . . . . . . 314 195
--------- ---------
Income (loss) before income taxes. . . . . . . . . . . . . . . . . . . . . (177) 599
Income tax provision (benefit) . . . . . . . . . . . . . . . . . . . . . . (66) 239
--------- ---------
Net income (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (111) $ 360
--------- ---------
--------- ---------
Net income (loss) per common and common equivalent share . . . . . . . . . $ (.03) $ .11
--------- ---------
--------- ---------
Weighted average common and
common equivalent shares outstanding . . . . . . . . . . . . . . . . . 3,316,391 3,406,797
--------- ---------
--------- ---------
</TABLE>
See accompanying notes
3
<PAGE>
GLACIER WATER SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
APRIL 4, MARCH 31,
1997 1996
--------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (111) $ 360
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,880 1,634
Loss on disposal of assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 216 --
Change in operating assets and liabilities:
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9) 280
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (380) (194)
Prepaid commissions and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (51) (152)
Payments for prepaid marketing incentives . . . . . . . . . . . . . . . . . . . . . . . (635) (9)
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 (227)
Accounts payable, accrued commissions and other accrued liabilities . . . . . . . . . . 517 (53)
-------- ----------
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . 1,441 1,639
-------- ----------
Cash flows from investing activities:
Purchase of property and equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . (69) (223)
Net investment in vending equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,161) (1,413)
Purchase of Aqua-Vend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,355) --
-------- ----------
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . (12,585) (1,636)
-------- ----------
Cash flows from financing activities:
Proceeds from long-term borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,717 3,432
Principal payments on long-term borrowings. . . . . . . . . . . . . . . . . . . . . . . . (3,579) (3,273)
Proceeds from issuance of stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 7
Purchase of treasury stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- (186)
-------- ----------
Net cash provided by (used in) financing activities . . . . . . . . . . . . . . . . . 11,144 (20)
-------- ----------
Net increase (decrease) in cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- (17)
Cash, beginning of period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 29
-------- ----------
Cash, end of period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 11 $ 12
-------- ----------
-------- ----------
Supplemental disclosure of cash flow information:
Interest paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 406 $ 277
-------- ----------
-------- ----------
Income taxes paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 69 $ 10
-------- ----------
-------- ----------
</TABLE>
See accompanying notes
4
<PAGE>
GLACIER WATER SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 4, 1997
(unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CHANGE IN FISCAL YEAR
Beginning in fiscal year 1997, the company prospectively changed its
financial reporting year from a fiscal year of twelve calendar months ending
December 31 to a fiscal year of 52 or 53 weeks ending on the Friday closest to
December 31. The period from December 31, 1996 to January 3, 1997 has not been
reported separately, as it is not significant to the quarter. As a result of
the change, the first quarter of fiscal 1997 has 94 days, compared to the
calendar quarter of 92 days in 1996.
BASIS OF PRESENTATION
In the opinion of the Company's management, the accompanying consolidated
financial statements reflect all adjustments (consisting only of normal
recurring accruals) necessary for a fair presentation of the consolidated
financial position of the Company and the consolidated results of its operations
and its cash flows for the three-month periods ending April 4, 1997 and March
31, 1996. Although the Company believes that the disclosures in these financial
statements are adequate to make the information presented not misleading,
certain information, including footnote information, normally included in
financial statements prepared in accordance with generally accepted accounting
principles has been condensed or omitted pursuant to the rules and regulations
of the Securities and Exchange Commission. Results of operations for the period
ended April 4, 1997 are not necessarily indicative of results to be expected for
the full year. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's Annual Report on Form
10-K for the year ended December 31, 1996.
RECLASSIFICATION
Certain prior year amounts have been reclassified to conform to the current
presentation.
2. ACQUISITION
On March 28, 1997, the Company purchased substantially all of the assets of
the Aqua-Vend division of McKesson Water Products Company, a wholly-owned
subsidiary of McKesson Corporation, for $9.0 million in cash plus certain
direct costs, including sales tax on assets purchased. The transaction was
accounted for under the purchase method, and the purchase price and related
direct costs were allocated based on the estimated fair values of assets
acquired and liabilities assumed, as follows (in thousands):
Inventories $ 208
Prepaid expenses 255
Vending equipment 7,565
Other fixed assets 145
Prepaid marketing incentives 1,225
Other non-current assets 110
Sales tax liability (153)
-----
$9,355
------
------
5
<PAGE>
GLACIER WATER SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
April 4, 1997
(unaudited)
The unaudited consolidated pro forma results of operations for the three
months ended April 4, 1997 and March 31, 1996 assume that the transaction
occurred as of the beginning of the respective periods (in thousands, except per
share amounts):
April 4, March 31,
1997 1996
---------- -----------
Net revenues $14,334 $14,044
Income (loss) from operations (609) 78
Net loss (691) (104)
Net loss per common share ($.21) ($.03)
3. INVENTORIES
Inventories consist of raw materials, repair and spare parts and vending
machines in process of assembly, and are stated at the lower of cost (moving
weighted average) or market. Costs associated with the assembly of vending
machines are accumulated until machines are completed, at which time the costs
are transferred to property and equipment.
At April 4, 1997 and December 31, 1996, inventories consist primarily of
raw materials and repair and spare parts.
4. SUPPLEMENTARY BALANCE SHEET INFORMATION
Included in Prepaid commissions and other are commission payments made to
certain retailers based on a percentage of estimated quarterly vending machine
revenues, as well as other prepaid expenses incurred in the normal course of
business. Prepaid commissions were $473,000 and $490,000 at April 4, 1997 and
December 31, 1996, respectively.
Included in Other assets are prepaid marketing incentives which represent
payments made to the Company's customers for the placement of the Company's
machines at retail locations. Prepaid marketing incentives, net of accumulated
amortization were $6,072,000 (including purchased trade payments of $1,225,000)
and $4,606,000 at April 4, 1997 and December 31, 1996, respectively.
5. NET INCOME PER SHARE
Net income per share of common stock is computed on the basis of the
weighted average shares of common stock outstanding plus common equivalent
shares arising from the effect of dilutive stock options, using the treasury
stock method.
In March, 1997, the Financial Accounting Standards Board adopted Statement
No. 128 "Earnings Per Share" ("Statement No. 128"), which is effective for
periods ending after December 15, 1997. Pro forma net income (loss) per share
for the quarters ended April 4, 1997 and March 31, 1996, computed pursuant to
Statement No. 128 would be ($.03) and $.11, respectively.
6
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITIONS AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
OVERVIEW
Effective January 1, 1997, the Company prospectively changed its fiscal year
from twelve calendar months ending December 31 to a 52- or 53-week fiscal year
ending on the Friday closest to December 31. As a result of this change, the
Company's 1997 fiscal quarters will each contain 13 calendar weeks.
On March 28, 1997, the Company purchased substantially all of the assets of the
Aqua-Vend division of McKesson Water Products Company, a wholly-owned subsidiary
of McKesson Corporation. The assets purchased include approximately 3,000 water
vending machines. In connection with the acquisition, the Company has developed
a detailed integration plan which includes the removal of approximately 800
Aqua-Vend machines from service, the upgrading and modification of the majority
of the remaining Aqua-Vend machines and the rationalization and relocation of
Aqua-Vend machines within Glacier's network of machines. The revenues and
operating costs associated with these machines from March 29, 1997 to April 4,
1997 are not material and are included in the Company's results of operations
for the quarter.
In addition to the purchase of the Aqua-Vend machines, the Company expanded its
own operations in the first quarter of 1997, installing a net of 262 machines to
finish the quarter with approximately 12,400 machines in operation, compared to
8,703 at March 31, 1996. Included in the total at April 4, 1997 are 240 of the
Company's indoor machines, compared with 23 at March 31, 1996.
REVENUES
Revenues for the quarter ended April 4, 1997 increased 11.6% to $11,176,000,
compared to $10,015,000 in the first quarter of 1996. The increase is primarily
the result of the increased number of machines in operation throughout the
quarter.
COSTS AND EXPENSES
Operating expenses for the first quarter of 1997 were $7,075,000, or 63.3% of
revenues, compared with $6,288,000 or 62.8% of revenues in the same period in
1996. The slight increase as a percentage of revenues is primarily due to
higher service costs associated with the expansion of the Company's indoor
machine operation into the Midwest region of the country.
Selling, general and administrative ("SG&A") expenses in the first quarter of
1997 increased to $1,613,000, or 14.4% of revenues compared with $1,298,000, or
13.0% of revenues in the same period in 1996. The increase in SG&A as a
percentage of revenues is primarily due to an increase in activities supporting
and promoting the indoor machine operation.
The non-recurring charges of $471,000 represent costs to be incurred to close
certain Glacier locations and write off obsolete assets pursuant to the
Company's plan to integrate Aqua-Vend's operations with its own. In addition to
the first quarter charges, the Company expects to incur an additional $3.0
million in expenses during the remaining three quarters of fiscal 1997. These
costs include approximately $1.7 million to upgrade the Aqua-Vend machines to
Glacier's servicing and operability standards, approximately $1.0 million to
rationalize and relocate equipment between Aqua-Vend and
7
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITIONS AND RESULTS OF OPERATIONS
Glacier locations and approximately $300,000 to change the signage on Aqua-Vend
machines to that used by Glacier. It is anticipated that these expenses will
be incurred methodically over the next three quarters and that they will be
grouped together and separately classified in the Statement of Operations for
financial reporting purposes.
Depreciation and amortization expense was $1,880,000, for the quarter ended
April 4, 1997, compared to $1,634,000 in the prior year. The increase is a
result of the installation of approximately 700 new Glacier machines since March
31, 1996.
Interest expense for the quarter increased to $314,000, from $195,000 in the
same period last year. Borrowings throughout the year were used to finance the
Company's investment in new machines.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of liquidity and capital resources are cash flows
from operations and funds available under the Company's bank credit agreement.
The credit agreement provides for borrowings of up to $35 million, and requires
monthly interest payments at the bank's prime rate (8.5% per annum at April 4,
1997) or LIBOR plus 1.75%. The credit agreement provides for a two-year
interest-only revolving period which converts to a five-year term note due and
payable July 1, 2003. The agreement is collateralized by substantially all
assets of the Company and requires, among other things, that the Company
maintain certain debt coverage and other financial ratios.
For the quarter ended April 4, 1997, net cash provided by operations was
approximately $1.4 million. The Company made capital investments in vending
machines and other equipment of approximately $3.2 million and invested
approximately $9.4 million in the purchase of Aqua-Vend. As of April 4, 1997,
the Company had working capital of approximately $13,000. Approximately
$27.0 million of borrowings were outstanding and $8.0 million was available
under the credit agreement.
The purchase price of the Aqua-Vend assets was funded by additional borrowings
under the Company's credit agreement. The Company believes its cash flow
generated from operations and borrowings available under its credit agreement
will be sufficient to meet its anticipated operating and capital requirements,
including its investment in vending equipment and costs incurred pursuant to its
integration plan, for at least the next twelve months.
STATEMENTS IN THIS REPORT THAT ARE NOT PURELY HISTORICAL ARE FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995. THESE FORWARD-LOOKING STATEMENTS WITH RESPECT TO THE FINANCIAL CONDITION
AND RESULTS OF OPERATIONS OF THE COMPANY INVOLVE RISKS AND UNCERTAINTIES
INCLUDING, BUT NOT LIMITED TO, TRADE RELATIONS, DEPENDENCE ON CERTAIN LOCATIONS
AND COMPETITION. FURTHER INFORMATION ON POTENTIAL FACTORS WHICH COULD AFFECT
THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE COMPANY ARE INCLUDED IN
THE FILINGS OF THE COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION,
INCLUDING, BUT NOT LIMITED TO, THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE
YEAR ENDED DECEMBER 31, 1996.
8
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PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. EXHIBITS
None.
b. REPORTS ON FORM 8-K
The Company filed a Report on From 8-K on April 11, 1997, in
conjunction with its purchase of the Aqua-Vend division from
McKesson Water Products Company.
9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GLACIER WATER SERVICES, INC.
Date: April 16, 1997 By:/s/Jerry A. Gordon
--------------- ------------------------------
Jerry A. Gordon
President and Chief Operating Officer
Date: April 16, 1997 By: /s/Brenda K. Foster
--------------- ------------------------------
Brenda K. Foster
Vice President, Controller
10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-02-1998
<PERIOD-START> JAN-01-1997
<PERIOD-END> APR-04-1997
<CASH> 11
<SECURITIES> 0
<RECEIVABLES> 320
<ALLOWANCES> 0
<INVENTORY> 2,244
<CURRENT-ASSETS> 3,965
<PP&E> 65,500
<DEPRECIATION> 18,202
<TOTAL-ASSETS> 57,770
<CURRENT-LIABILITIES> 3,952
<BONDS> 0
0
0
<COMMON> 34
<OTHER-SE> 23,847
<TOTAL-LIABILITY-AND-EQUITY> 57,770
<SALES> 11,176
<TOTAL-REVENUES> 11,176
<CGS> 0
<TOTAL-COSTS> 8,688
<OTHER-EXPENSES> 2,351<F1>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 314
<INCOME-PRETAX> (177)
<INCOME-TAX> (66)
<INCOME-CONTINUING> (111)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (111)
<EPS-PRIMARY> (.03)
<EPS-DILUTED> (.03)
<FN>
<F1>INCLUDES $471 OF ONE-TIME CHARGES RELATED TO GLACIER'S ACQUISITION OF
AQUA-VEND.
</FN>
</TABLE>
