<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[LOGO GRAPHIC]
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended February 28, 1998
OR
[ ] 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 0-23036
ODWALLA, INC.
(Exact name of registrant as specified in its charter)
California 77-0096788
- --------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
120 Stone Pine Road, Half Moon Bay, CA 94019
(Address and zip code of principal executive offices)
(650) 726-1888
(Registrant's telephone number)
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check [X] 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 the issuer's
classes of common stock, as of the latest practicable date:
Common Stock, no par value 5,047,169 shares
-------------------------- ----------------
(Class) (Outstanding at April 3, 1998)
<PAGE> 2
[LOGO]
ODWALLA, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 1998
INDEX
<TABLE>
<CAPTION>
PAGE
----
PART I. FINANCIAL INFORMATION
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheets as of August 31, 1997
and February 28, 1998................................... 3
Consolidated Statements of Operations for the three month
and thirteen week periods ended February 28, 1997 and 1998
and the six month and twenty-six week periods ended
February 28, 1997 and 1998.............................. 4
Consolidated Statements of Cash Flows for the six month
and twenty-six week periods ended February 28, 1997
and 1998 ............................................... 5
Notes to Consolidated Financial Statements.............. 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations..................... 8
Part II. Other Information
Item 1. Legal Proceedings....................................... 18
Item 6. Exhibits and Reports on Form 8-K........................ 20
</TABLE>
2
<PAGE> 3
[LOGO]
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ODWALLA, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
AUGUST 31, FEBRUARY 28,
1997 1998
-------- --------
<S> <C> <C>
Current assets
Cash and cash equivalents $ 2,217 $ 2,388
Short term investments 1,008 --
Trade accounts receivable, less allowance for doubtful
accounts of $592 and $530 4,610 4,922
Inventories (Note 2) 3,910 3,532
Refundable income taxes 660 --
Prepaid expenses and other 730 818
Deferred tax assets 1,095 1,129
-------- --------
Total current assets 14,230 12,789
-------- --------
Plant, property and equipment, net (Note 3) 13,875 13,268
-------- --------
Other assets
Officer and shareholder loans 117 114
Excess of cost over net assets acquired, net 1,333 1,280
Covenants not to compete, net 738 670
Deferred tax assets 410 410
Other 303 301
-------- --------
Total other assets 2,901 2,775
-------- --------
Total assets $ 31,006 $ 28,832
======== ========
Current liabilities
Accounts payable $ 5,395 $ 4,658
Accrued payroll and related items 1,263 1,193
Line of credit 2,014 2,025
Other accruals 3,947 3,076
Current maturities of capital lease obligations 212 214
Current maturities of long-term debt 99 9
-------- --------
Total current liabilities 12,930 11,175
Capital lease obligations, less current maturities 162 58
Long-term debt, less current maturities 262 260
Other 17 17
-------- --------
Total liabilities 13,371 11,510
-------- --------
Contingencies (Note 5)
Shareholders' equity
Preferred stock, no par value, shares authorized, 5,000,000;
no shares issued and outstanding
Common stock, no par value, shares authorized, 15,000,000; shares
issued and outstanding, 5,024,000 and 5,047,000 29,310 29,445
Retained earnings (deficit) (11,675) (12,123)
-------- --------
Total shareholders' equity 17,635 17,322
-------- --------
Total liabilities and shareholders' equity $ 31,006 $ 28,832
======== ========
</TABLE>
See accompanying notes to consolidated financial statements
3
<PAGE> 4
[LOGO]
ODWALLA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE THIRTEEN SIX TWENTY-SIX
MONTHS WEEKS MONTHS WEEKS
ENDED ENDED ENDED ENDED
FEBRUARY 28, FEBRUARY 28, FEBRUARY 28, FEBRUARY 28,
1997 1998 1997 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales $ 11,256 $ 14,192 $ 25,357 $ 28,342
Cost of sales 6,427 7,243 13,431 14,353
-------- -------- -------- --------
Gross profit 4,829 6,949 11,926 13,989
-------- -------- -------- --------
Operating expenses
Sales and distribution 5,331 4,804 11,570 9,560
Marketing 743 686 1,421 1,254
General and administrative 2,205 1,808 4,326 3,648
Recall and related costs (Note 5) 102 -- 3,942 --
-------- -------- -------- --------
Total operating expenses 8,381 7,298 21,259 14,462
-------- -------- -------- --------
Loss from operations (3,552) (349) (9,333) (473)
Other (expense) income
Interest income (expense), net 56 (50) 137 (111)
Other 4 84 (1) 68
-------- -------- -------- --------
Loss before income taxes (3,492) (315) (9,197) (516)
Income tax benefit 450 41 1,310 67
-------- -------- -------- --------
Net loss $ (3,042) $ (274) $ (7,887) $ (449)
======== ======== ======== ========
Net loss per common share $ (0.61) $ (0.05) $ (1.59) $ (0.09)
======== ======== ======== ========
Weighted average common shares
outstanding 4,976 5,047 4,967 5,040
======== ======== ======== ========
</TABLE>
See accompanying notes to consolidated financial statements
4
<PAGE> 5
[LOGO]
ODWALLA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX TWENTY-SIX
MONTHS WEEKS
ENDED ENDED
FEBRUARY 28, FEBRUARY 28,
1997 1998
------- -------
<S> <C> <C>
Cash flows from operating activities
Net loss $(7,887) $ (449)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 1,072 1,164
Deferred taxes (1,310) (35)
(Gain) loss from sale of assets 13 (80)
Changes in assets and liabilities
Trade accounts receivable 1,019 (312)
Inventories (459) 378
Refundable income taxes -- 660
Prepaid expenses and other current assets 356 (87)
Other noncurrent assets 46 (4)
Accounts payable (275) (736)
Accrued payroll and related items 253 (70)
Other accrued liabilities 832 (871)
Income taxes payable (203) --
------- -------
Net cash used in operating activities (6,543) (442)
------- -------
Cash flows from investing activities
Capital expenditures (2,196) (453)
Proceeds from sale of assets 28 106
Proceeds from short-term investments, net 5,021 1,008
------- -------
Net cash provided by (used in) investing activities 2,853 661
------- -------
Cash flows from financing activities
Principal payments under long-term debt (120) (92)
Net borrowings under line of credit -- 11
Payments of obligations under capital leases (113) (103)
Sale of common stock 161 136
------- -------
Net cash provided by (used in) financing activities (72) (48)
------- -------
Net increase (decrease) in cash and cash equivalents (3,762) 171
Cash and cash equivalents, beginning of period 5,975 2,217
------- -------
Cash and cash equivalents, end of period $ 2,213 $ 2,388
======= =======
</TABLE>
See accompanying notes to consolidated financial statements
5
<PAGE> 6
ODWALLA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Change in Accounting Period. Effective September 1, 1997, the Company
changed its reporting period from the twelve months ended August 31 to the 52 or
53 week period ending on the Saturday nearest August 31. This change does not
result in the restatement of any information previously provided and does not
have a material impact on the comparability of the quarterly information
presented herein.
Basis of Presentation. The accompanying consolidated balance sheet of
Odwalla, Inc. and its subsidiary (the "Company") at February 28, 1998 and the
related consolidated statements of operations and of cash flows for each of the
three-month and thirteen-week periods and the six-month and twenty-six week
periods ended February 28, 1997 and 1998 have not been audited by independent
accountants. However, in the opinion of management, they include all adjustments
(which include only normal recurring adjustments) necessary for a fair
presentation of the financial position and the results of operations for the
periods presented. The statements have been prepared by the Company pursuant to
the rules and regulations of the Securities and Exchange Commission.
Accordingly, certain information and footnote disclosure normally included in
financial statements prepared in conformity with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations. The operating results for the interim periods are not necessarily
indicative of results to be expected for an entire year. The aforementioned
statements should be read in conjunction with the consolidated financial
statements for the year ended August 31, 1997 appearing in the Company's 1997
Annual Report on Form 10-K.
2. INVENTORIES
Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
August 31, February 28,
1997 1998
-------- ---------
<S> <C> <C>
Raw materials $ 2,657 $ 2,486
Packaging supplies and other 420 424
Inventory deposits 329 226
Finished product 504 396
-------- ---------
Total $ 3,910 $ 3,532
======== =========
</TABLE>
3. PLANT, PROPERTY AND EQUIPMENT
Plant, property and equipment consist of the following (in thousands):
<TABLE>
<CAPTION>
August 31, February 28,
1997 1998
-------- ---------
<S> <C> <C>
Land $ 1,046 $ 1,046
Buildings and building improvements 7,097 7,163
Leasehold improvements 2,441 2,441
Machinery and equipment 6,612 6,940
Vehicles 530 532
Other 2,667 2,553
-------- ---------
20,393 20,675
Less accumulated depreciation and
amortization (6,518) (7,407)
-------- ---------
Plant, property and equipment, net $ 13,875 $ 13,268
======== =========
</TABLE>
6
<PAGE> 7
ODWALLA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. EARNINGS PER COMMON SHARE
In February 1997, the Financial Accounting Standards Board issued Statement
No. 128 ("FAS 128"), Earnings Per Share. FAS 128 establishes new accounting
standards for the computation and manner of presentation of the Company's
earnings per share. The Company adopted the provisions of FAS 128 for the
quarter ending February 28, 1998. The adoption of FAS 128 did not have any
impact on other periods presented as the Company has no dilutive common stock
equivalents due to the net loss reported for all periods presented.
5. RECALL AND RELATED COSTS
On October 30, 1996, the Company was notified by the State of Washington
Environmental Health Services of an epidemiological link between several cases
of E. coli O157:H7 and Odwalla's apple juice products. The Company immediately
implemented a recall (the "Recall") of all Odwalla products containing apple
juice. On October 31, 1996, Odwalla expanded the Recall to include its carrot
and vegetable products because such products were processed on the same
production line as the apple juice. In December 1996, Odwalla reintroduced all
apple juice-based products to the market and, in October 1997, reintroduced its
carrot product.
To date, there have been twenty personal injury claims and legal
proceedings filed against the Company seeking monetary damages and other relief
relating to the Recall. There has also been one legal proceeding alleging
fraudulent business acts and practices relating to the recall products. Twelve
of these claims and proceedings have been settled. In addition, other claims for
damages resulting from the Recall were presented to the Company's insurance
carrier and almost all of those claims have been settled. In addition, two
personal injury legal proceedings have been filed against the Company seeking
monetary damages and other relief relating to alleged product consumption prior
to the Recall. Settlement of these personal injury legal proceedings and claims
was covered under the Company's insurance policy. At this time, the Company is
unable to determine the potential liability from the remaining legal proceedings
and claims. However, the Company believes its insurance coverage is adequate to
cover such claims and legal proceedings, but there can be no assurance that the
remaining coverage will be adequate.
In early 1997, the Company was informed that it is the subject of a
federal grand jury investigation concerning events of 1996 and before, including
the E. coli O157:H7 incident. The Company has responded to a subpoena and is
cooperating fully with the government. At this time, the Company is unable to
predict the outcome of the investigation.
The Company incurred significant costs related to the Recall, including
legal and professional fees, cost of the product recalled (including the labor
and freight involved in the recall process), destruction of unsold product and
now obsolete packaging supplies, advertising and public relations costs, costs
of leased sales and distribution equipment in excess of current volume
requirements, costs of reformulating products and costs associated with the
flash-pasteurization process. Total Recall and related costs incurred in fiscal
1997 were $6,518,000, including the $3,942,000 recorded as of February 28, 1997.
The Company will continue to assess whether additional costs should be recorded.
No additional costs were recorded for the twenty-six weeks ended February 28,
1998.
The Company maintains insurance coverage for product recall, product
adulteration, lost income and other first party business risks. During fiscal
1997 a claim for product recall costs was presented to its insurance carriers as
were additional claims in both fiscal 1997 and 1998 for business losses incurred
due to the Recall. However, the amount and timing of proceeds, if any, from the
claims and any future insurance claims cannot be presently determined.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following Management's Discussion and Analysis of Financial
Condition and Results of Operations contains forward-looking statements relating
to future events or the future financial performance of the Company, which
involve risks and uncertainties. The Company's actual results could differ
materially from those anticipated in these forward looking statements as a
result of certain important factors, including those set forth in this section,
in the Company's Annual Report on Form 10-K for the year ended August 31, 1997,
and in other documents the Company files from time to time with the Securities
and Exchange Commission. The following discussion and analysis should be read in
conjunction with the accompanying consolidated financial statements and notes
thereto and the consolidated financial statements and related notes contained in
the Company's Annual Report on Form 10-K.
OVERVIEW
Odwalla is the leading supplier of fresh-squeezed and nutritionally
fortified juices and smoothies in the western United States. The Company also
supplies all-natural meal replacement beverages and geothermal natural spring
water. These products compose what the Company calls "Nourishing Beverages." The
Company's Nourishing Beverages provide the consumer with easy access to natural,
great tasting nutrition. The Company believes that its Nourishing Beverages
appeal to many consumers because of the superior taste of fresh and minimally
processed beverages and the greater nutritional value of Nourishing Beverages
compared to juice from concentrate or with artificial flavors. Except for its
100% fresh squeezed citrus line, all of Odwalla's juices are flash-pasteurized.
These products are currently sold in California, Washington, Oregon, Colorado,
New Mexico, Nevada, Texas, Illinois, Arizona and Michigan.
The Company's net sales are generated by sales to supermarkets,
specialty retail stores, natural food stores, warehouse outlets and
institutional food service trade partners, primarily restaurants. Net sales are
net of product returns and allowances. The Company sells products to most of its
trade partners on a guaranteed basis and takes back expiring or expired product
for credit. The Company's net sales grew from $35.9 million in fiscal 1995 to
$59.2 million in fiscal 1996 and, despite the significant impact of the Recall,
were $52.6 million in fiscal 1997. During the first half of fiscal 1998, net
sales increased 12% from the first six months last year; sales in the second
quarter of fiscal 1998 were up 26% compared to the same quarter last year. The
Company's growth and sales strength has come predominantly from continued
penetration in existing markets, sales of new products and expansion into new
markets. The Company believes that its sales have been positively affected, both
through growth and through a return to near pre-Recall levels, by continued
strong support for the Company's brand and products, new product innovation,
including a new category, and better placement on store shelves.
A significant portion of the Company's cost of sales is the cost of raw
materials. Although a portion of the cost of certain purees and other raw
materials is fixed on an annual basis, the majority of the Company's fresh fruit
and vegetable purchases and other key ingredients are made on the open market.
Consequently, the Company is subject to wide fluctuations in prices for the
fruits, vegetables and other nutritious products and ingredients it purchases.
The Company has historically distributed its products primarily through
its direct-store-delivery ("DSD") system, which is serviced by route sales
people who deliver products directly to and merchandise products directly in the
retail display shelves of the Company's trade partners, using primarily leased
delivery trucks. This distribution system, although more expensive than using
independent distributors, has allowed the Company to optimally manage delivery
schedules, efficiently control its product mix, keep store shelves or its own
coolers stocked with fresh products and have a greater influence on determining
in-store location and merchandising of its products. At the end of fiscal 1997,
the Company expanded its distribution channel by transferring approximately 40%
of its Northern California trade partner account base (which represented a
significantly smaller percentage of its Northern California sales volume) to an
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, CONTINUED:
independent distributor. This distribution channel, with merchandising support
provided by the Company, provides an opportunity to expand product distribution.
The Company expects that future growth and expansion will utilize either both,
or a combination of, the DSD and independent distributor systems, although there
can be no assurance that this will occur or that it will occur on favorable
terms.
The Company has historically experienced significant quarterly
fluctuations in operating results and anticipates that these fluctuations will
continue in future periods. These fluctuations have been the result of changes
in the price of fruit and vegetables due to seasonality and other factors, new
product introductions, start-up costs associated with new facilities, expansion
into new markets, sales promotions and competition. Future operating results may
fluctuate as a result of these and other factors, including the continued impact
of the Recall, negative press and media reports, increased energy costs, the
introduction of new products by the Company's competitors, changes in the
Company's customer mix, and overall trends in the economy. The Company's
business is also significantly affected by weather patterns, and unseasonably
cool or rainy weather can adversely impact the Company's sales. A significant
portion of the Company's expense levels is relatively fixed, and the timing of
increases in expense levels is based in large part on the Company's forecasts of
future sales. If sales are below expectations in any given period, the adverse
impact on results of operations may be magnified by the Company's inability to
adjust spending quickly enough to compensate for the sales shortfall. The
Company also may choose to reduce prices or increase spending in response to
competition, which may have an adverse effect on the Company's results of
operations.
On October 30, 1996, the Company was notified by the State of Washington
Environmental Health Services of an epidemiological link between several cases
of E. coli O157:H7 and Odwalla's apple juice products. The Company immediately
implemented a recall of all Odwalla products containing apple juice. On October
31, 1996, Odwalla expanded the Recall to include its carrot and vegetable
products because such products were processed on the same production line as the
apple juice. In December 1996, Odwalla reintroduced all apple juice-based
products to the market and, in October 1997, reintroduced its carrot product.
Although the Company experienced a significant reduction in sales following the
Recall, as of February 28, 1998, the Company's sales have returned to near their
pre-Recall level.
To date, there have been twenty personal injury claims and legal
proceedings filed against the Company seeking monetary damages and other relief
relating to the Recall. There has also been one legal proceeding alleging
fraudulent business acts and practices relating to the recall products. Twelve
of these claims and proceedings have been settled. In addition, other claims for
damages resulting from the Recall were presented to the Company's insurance
carrier and almost all of those claims have been settled. In addition, two
personal injury legal proceedings have been filed against the Company seeking
monetary damages and other relief relating to alleged product consumption prior
to the Recall. Settlement of these personal injury legal proceedings and claims
was covered under the Company's insurance policy. At this time, the Company is
unable to determine the potential liability from the remaining legal proceedings
and claims. However, the Company believes its insurance coverage is adequate to
cover such claims and legal proceedings, but there can be no assurance that the
remaining coverage will be adequate. In early 1997, the Company was informed
that it is the subject of a federal grand jury investigation concerning events
of 1996 and before, including the E. coli O157:H7 incident. The Company has
responded to a subpoena and is cooperating fully with the government. At this
time, the Company is unable to predict the outcome of the investigation. The
response to the legal proceedings and the grand jury investigation has required
a significant amount of management time and has caused the Company to incur
significant legal fees. The Company expects these matters will continue to
require significant management time in the future.
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, CONTINUED:
The Company incurred significant costs related to the Recall, including
legal and professional fees, cost of the product recalled (including the labor
and freight involved in the recall process), destruction of unsold product and
now obsolete packaging supplies, advertising and public relations costs, costs
of leased sales and distribution equipment in excess of current volume
requirements, costs of reformulating products and costs associated with the
flash-pasteurization process. Total Recall and related costs incurred in fiscal
1997 were $6,518,000. The Company maintains insurance coverage for product
recall, product adulteration, lost income and other first party business risks.
During fiscal 1997, a claim for product recall costs was presented to its
insurance carriers as were additional claims in both fiscal 1997 and 1998 for
business losses incurred due to the Recall. However, the amount and timing of
proceeds, if any, from the claims and any future insurance claims cannot be
presently determined.
When reviewing the results of operations for the three-month and
thirteen-week periods and the six-month and twenty-six week periods ended
February 28, 1997 and 1998, it is important to note that the months of September
and October, 1996 continued the net sales growth trend that the Company had
reported in fiscal 1996 and positively impacted the results of operations for
the first half of fiscal 1997.
RESULTS OF OPERATIONS
The following table sets forth, as a percentage of net sales, certain
statements of operations data for the three-month and thirteen-week periods and
the six-month and twenty-six week periods ended February 28, 1997 and 1998.
These operating results are not necessarily indicative of the results for any
future period.
<TABLE>
<CAPTION>
THREE THIRTEEN SIX TWENTY-SIX
MONTHS WEEKS MONTHS WEEKS
ENDED ENDED ENDED ENDED
FEBRUARY 28, FEBRUARY 28, FEBRUARY 28, FEBRUARY 28,
1997 1998 1997 1998
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 57.1 51.0 53.0 50.6
------- ------- ------- -------
Gross margin 42.9 49.0 47.0 49.4
------- ------- ------- -------
Operating expenses
Sales and distribution 47.4 33.8 45.6 33.7
Marketing 6.6 4.8 5.6 4.4
General and administrative 20.5 12.8 17.5 12.9
Recall and related costs 0.0 0.0 15.1 0.0
------- ------- ------- -------
Loss from operations (31.6) (2.4) (36.8) (1.6)
Interest and other income (expense), net 0.5 0.2 0.5 (0.2)
Income tax benefit 4.0 0.3 5.2 0.2
------- ------- ------- -------
Net loss (27.0)% (1.9)% (31.1)% (1.6)%
======= ======= ======= =======
</TABLE>
THIRTEEN WEEKS ENDED FEBRUARY 28, 1998 COMPARED TO THE THREE MONTHS ENDED
FEBRUARY 28, 1997
NET SALES. Net sales for the second quarter of fiscal 1998 increased
26.1% to $14.2 million compared to $11.3 million in the second quarter of fiscal
1997. Net sales of the Company's Nourishing Beverage products, which increased
29% from the prior year quarter, were offset by a slight decline in peel and
by-product sales. Nourishing Beverage products are sold to third party
distributors at a lower price than to retail trade partners, as the third party
distributors incur the distribution costs. As the Company expands the use of
such distributors, net sales growth comparisons to fiscal 1997 may be slightly
impacted due to this difference. The Company believes that the increase from the
second quarter in fiscal 1997 demonstrates strength of the brand in existing
markets despite the impact of the Recall and, particularly in some markets, the
negative impact of news media. In the second quarter, the growth in sales from
the prior year by geographic region was most significant in the newest markets
and in the more established markets that were most impacted in the second
quarter of fiscal 1997. However, sales volume
10
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, CONTINUED:
has not returned to pre-Recall levels and the Company is unable to determine
when sales will return to such levels.
COST OF SALES. Cost of sales increased to $7.2 million in the second
quarter of fiscal 1998 compared to $6.4 million for the same period during
fiscal 1997. Gross margin as a percentage of net sales was 49.0% in the second
quarter of fiscal 1998, an increase from 42.9% when compared to the second
quarter of fiscal 1997. Gross margin increased primarily due to (a) more
favorable fruit pricing and yield, (b) decreases in labor and operating expenses
as a percentage of net sales resulting from process changes and the cost of
plant improvements since the second quarter of fiscal 1997, offset to some
extent by (c) an increase in product returns, and (d) the change from two-sided
to three-sided labels on many of the Company's products.
SALES AND DISTRIBUTION. Sales and distribution expenses were $4.8
million in the second quarter of fiscal 1998 compared to $5.3 million in the
second quarter of fiscal 1997, and decreased as a percentage of net sales to
33.8% from 47.4% last year (which was the highest quarterly rate in fiscal
1997). The reduction, in both absolute dollars and as a percentage of net sales,
results from consolidation of certain distribution operations and geographic
responsibilities, sales route restructuring, selective use of third party
distributors, and other cost control measures implemented late last year. Future
decisions regarding growth and expansion consistent with long-term strategic
objectives may increase sales and distribution costs as a percentage of net
sales as compared to their pre-Recall levels.
MARKETING. Marketing expenses decreased to $686,000 in the second
quarter of fiscal 1998 compared to $743,000 in the second quarter of fiscal
1997, and decreased as a percentage of net sales. Marketing activities in the
second quarter of fiscal 1998 included advertising the seasonal introduction of
tangerine juice and the launch of a new product. Marketing expenses are expected
to increase in absolute dollars and as a percentage of net sales in the second
half of fiscal 1998, partly due to advertising and the launch of a new product,
as the Company works to reinforce the existing consumer base and attract new
consumers to the brand and Nourishing Beverages, expand outside communications,
develop and launch new products, and expand consumer research, although there
can be no assurance that an increase will occur.
GENERAL AND ADMINISTRATIVE. General and administrative expenses
decreased to $1.8 million in the second quarter of fiscal 1998 from $2.2 million
in the second quarter of fiscal 1997, and decreased as a percentage of net
sales. The change was primarily due to a decrease in payroll and credit and
collection costs. The Company does not expect general and administrative costs
for the remaining two quarters of fiscal 1998 to increase significantly in
absolute dollars when compared to the second quarter of fiscal 1998. However,
there can be no assurance that general and administrative costs will not
increase significantly in absolute dollars. The Company will continue to invest
in infrastructure, particularly in information systems and research and
development, to provide for sustainable growth and will continue to incur legal
fees not directly related to the Recall in excess of fiscal 1997 levels.
RECALL AND RELATED COSTS. Recall and related costs were $102,000 in the
second quarter of fiscal 1997. This total represents the costs directly
associated with the Recall. In the fourth quarter of fiscal 1997, changes in
recall related matters and further analysis of the Company's claim for business
losses resulting from the Recall indicated that significant additional
professional fees were expected to be incurred. Accordingly, the Company
recorded a $2.2 million charge to operations to establish a liability for future
professional fees related to the Recall. However, there can be no assurance that
the actual liability established is adequate. At the end of the second quarter
of fiscal 1998, the Company determined that no further adjustment to this
liability was necessary at this time. However, the Company will continue to
assess this liability and will make appropriate adjustments if circumstances
change.
11
<PAGE> 12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, CONTINUED:
INTEREST AND OTHER EXPENSE (INCOME). Odwalla had net interest and other
income of $34,000 in the second quarter of fiscal 1998 compared to $60,000 in
the second quarter last year. Other income in this quarter results from the sale
of excess equipment. The net interest expense in fiscal 1998 results primarily
from borrowings under the line of credit and other existing debt; the net
interest income in fiscal 1997 resulted from investment income offset slightly
by the interest expense of debt prior to the line of credit.
INCOME TAX EXPENSE (BENEFIT). The $41,000 income tax benefit for the
second quarter of fiscal 1998 and the $450,000 income tax benefit for the second
quarter of fiscal 1997 result from the tax benefits associated with operating
losses. The effective tax benefit rate varies from the federal statutory tax
rate primarily due to the effect of establishing a deferred tax asset valuation
allowance. The Company has provided the valuation allowance for a portion of its
net deferred tax assets due to uncertainty as to the ultimate realization of
such assets. The Company will continue to assess the valuation allowance as
additional information regarding the Company's future profitability is
available.
TWENTY-SIX WEEKS ENDED FEBRUARY 28, 1998 COMPARED TO THE SIX MONTHS ENDED
FEBRUARY 28, 1997
NET SALES. Net sales for the first half of fiscal 1998 increased 11.8%
to $28.3 million compared to $25.4 million in the first half of fiscal 1997. Net
sales of the Company's Nourishing Beverage products, which increased 13% from
the same period last year, were offset by a small decline in peel and by-product
sales. Nourishing Beverage products are sold to third party distributors at a
lower price than to retail trade partners, as the third party distributors incur
the distribution costs. The Company believes that the increase from the first
half in fiscal 1997, which included two of the highest sales months in the
Company's history, demonstrates strength of the brand in existing markets
despite the impact of the Recall and the negative impact of news media. However,
sales volume has not returned to pre-Recall levels and the Company is unable to
determine when sales will return to such levels.
COST OF SALES. Cost of sales increased to $14.4 million in the first
half of fiscal 1998 compared to $13.4 million for the same period during fiscal
1997. Gross margin as a percentage of net sales was 49.4% in the first half of
fiscal 1998, an increase from 47.0% during the first half of fiscal 1997. Gross
margin increased primarily due to (a) more favorable fruit pricing and yield,
(b) decreases in operating expenses as a percentage of net sales resulting from
process changes and the cost of plant improvements since the first half of
fiscal 1997, offset to some extent by (c) an increase in product returns, and
(d) the change from two-sided to three-sided labels on many of the Company's
products.
SALES AND DISTRIBUTION. Sales and distribution expenses were $9.6
million in the first half of fiscal 1998 compared to $11.6 million in the first
half of fiscal 1997, and decreased as a percentage of net sales to 33.7% from
45.6% last year and 37.3% in the fourth quarter of fiscal 1997. The reduction,
in both absolute dollars and as a percentage of net sales, results from
consolidation of certain distribution operations and geographic
responsibilities, sales route restructuring, selective use of third party
distributors, and other cost control measures implemented in fiscal 1997.
MARKETING. Marketing expenses decreased to $1.2 million in the first
half of fiscal 1998 compared to $1.4 million in the first half of fiscal 1997,
and decreased as a percentage of net sales. Marketing activities in the first
half of fiscal 1998 included reintroduction of the Company's carrot product,
with minimal outside resources, advertising the seasonal introduction of
tangerine juice and the launch of a new product. Marketing expenses are expected
to increase in absolute dollars and as a percentage of net sales in the second
half of fiscal 1998, partly due to advertising and the launch of a new product,
as the Company works to reinforce the existing consumer base and attract new
consumers to the brand and Nourishing Beverages, expand outside communications,
develop and launch new products, and expand consumer research, although there
can be no assurance that an increase will occur.
12
<PAGE> 13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, CONTINUED:
GENERAL AND ADMINISTRATIVE. General and administrative expenses
decreased to $3.6 million in the first half of fiscal 1998 from $4.3 million in
the first half of fiscal 1997, and decreased as a percentage of net sales. The
change was primarily due to a decrease in payroll and outside professional
services. The Company does not expect general and administrative costs for the
remaining two quarters of fiscal 1998 to increase significantly in absolute
dollars when compared to the first half of fiscal 1998. However, there can be no
assurance that general and administrative costs will not increase significantly
in absolute dollars. The Company will continue to invest in infrastructure,
particularly in information systems and research and development, to provide for
sustainable growth and will continue to incur legal fees not directly related to
the Recall in excess of fiscal 1997 levels.
RECALL AND RELATED COSTS. Recall and related costs were $3.9 million in
the first half of fiscal 1997. This total represents the costs directly
associated with the Recall, including: advertising and public relations costs;
legal and professional fees; costs of the product recalled, including the labor
and freight involved in the recall process; destruction of unsold product and
obsolete packaging supplies; costs of leased equipment in excess of volume
requirements; costs of reformulating products; and costs associated with the
flash-pasteurization process. In the fourth quarter of fiscal 1997, changes in
Recall related matters and further analysis of the Company's claim for business
losses resulting from the Recall indicated that significant additional
professional fees were expected to be incurred. Accordingly, the Company
recorded a $2.2 million charge to operations to establish a liability for future
professional fees related to the Recall. However, there can be no assurance that
the actual liability established is adequate. The Company determined that no
further adjustment to this liability was necessary at February 28, 1998.
However, the Company will continue to assess this liability and will make
appropriate adjustments if circumstances change.
INTEREST AND OTHER EXPENSE (INCOME). Odwalla had net interest and other
expense of $43,000 in the first half of fiscal 1998 compared to net interest and
other income of $136,000 in the first half last year. Other income in fiscal
1998 includes $80,000 from the sale of excess equipment. The net interest
expense in fiscal 1998 results primarily from borrowings under the line of
credit and other existing debt; the net interest income in fiscal 1997 resulted
from investment income offset slightly by the interest expense of debt prior to
the line of credit.
INCOME TAX EXPENSE (BENEFIT). The $67,000 income tax benefit for the
first half of fiscal 1998 and the $1.3 million income tax benefit for the first
half of fiscal 1997 results from the tax benefit associated with the operating
loss. The effective tax benefit rate varies from the federal statutory tax rate
primarily due to the effect of establishing a deferred tax asset valuation
allowance. The Company has provided the valuation allowance for a portion of its
net deferred tax assets due to uncertainty as to the ultimate realization of
such assets. The Company will continue to assess the valuation allowance as
additional information regarding the Company's future profitability is
available.
LIQUIDITY AND CAPITAL RESOURCES
At February 28, 1998, the Company had working capital of $1.6 million
compared to working capital of $1.3 million at August 31, 1997. The increase
resulted primarily from cash flow from investing activities. At February 28,
1998, the Company had cash, cash equivalents and short term investments of $2.4
million compared to $3.2 million at August 31, 1997.
Net cash used in operating activities for the twenty-six weeks ended
February 28, 1998 was $442,000. This consisted of the net loss plus depreciation
and amortization, decreases in refundable income taxes and inventory offset by
increases in accounts receivable and decreases in accounts payable and other
accrued expenses. Net cash provided by investing activities for the twenty-six
weeks was $661,000, consisting primarily of sale of short-term investments and
excess assets offset by capital expenditures, primarily for production equipment
at the Dinuba plant. Net cash used in financing
13
<PAGE> 14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, CONTINUED:
activities for the twenty-six weeks was $48,000, consisting primarily of
payments of long-term debt and capital lease obligations offset by the sale of
common stock through the exercise of stock options.
At February 28, 1998, the Company had $272,000 outstanding in capital
lease obligations, primarily related to leasing of production equipment,
delivery vehicles and in-store coolers. The Company has used, and expects to
continue to use, capital lease financing as necessary to obtain needed
production assets, primarily equipment. The Company obtained a $500,000
operating lease line for coolers in the second quarter of fiscal 1998 and the
Company is currently exploring additional leasing or lease financing sources to
obtain future commitments for computer equipment. There can be no assurance that
the Company will be able to obtain such lease financing and the failure to do so
may have an adverse effect on the Company's business or results of operations.
The Company currently believes that it has identified internal Year 2000
issues and is undertaking changes necessary to become Year 2000 compliant. This
process is not expected to have a material impact on operations or future
operating costs and is expected to be completed prior to calendar year 1999.
The Company anticipates that the increased costs associated with
recovering from the impact of the Recall may cause the Company to pursue
additional financing that may be dilutive to current investors or result in a
higher debt-to-equity ratio than would otherwise be the case. There can be no
assurance that such financing will be available on terms favorable to the
Company, if at all.
Based upon information currently available, the Company believes that
its current borrowing capability under the Agreement and Loan Agreement will be
adequate to meet its obligations as they become due through February 1999.
CERTAIN FACTORS WHICH MAY AFFECT FUTURE OPERATING RESULTS
OPERATIONS. Although the Company believes that its management, working
capital, existing debt arrangements, financial and management systems and
controls will be adequate to address its current needs, there can be no
assurance that its management, working capital and such systems will be adequate
to address future requirements of the Company's business. The Company's results
of operations will be adversely affected if revenues do not return to pre-Recall
levels, including planned expansion, and there can be no assurance that
post-Recall events will not adversely affect the Company's ability to continue
to improve and expand its management and financial control systems, to attract,
retain and motivate key employees, and to raise additional capital.
PRODUCTS, DISTRIBUTION AND TRADE PARTNERS. Odwalla strives for
consistent "day-of-juicing quality" in its products. Shelf life standards for
its products are based primarily on maintaining the flavor quality and nutrient
integrity of its beverages. The shelf life of Odwalla's fruit and vegetable
based products is typically limited at the retail outlet. The Company believes
that its shelf life standards for each product maintain the flavor and
nutritional integrity that consumers associate with freshly produced fruit and
vegetable beverages. The Company's policy is to have all products removed from
trade partners' shelves on or before their Odwalla-established expiration date.
In addition, because of the Company's "day of juicing" quality standards, the
Company's products reflect the seasonal changes in fruit varieties in color and
taste. Odwalla's production methods are designed to minimize adverse effects of
processing. The Company's product line includes several different types of
Nourishing Beverages and varies over time as a result of seasonal and new
products.
At most of its DSD accounts, Odwalla maintains responsibility for
stocking, ordering and merchandising its products at the point of sale, and
Odwalla credits the trade partner for unsold product. This full service
relationship allows Odwalla to avoid paying slotting fees for shelf space as
well as other handling fees, and it also allows the Company to maintain control
over presentation of its products.
14
<PAGE> 15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, CONTINUED:
Odwalla provides a lesser degree of service to certain trade partners who are
responsible for stocking, ordering and merchandising the Company's products.
These trade partners do not receive credit for unsold products.
The Company also uses third party distributors in certain geographic
locations and for certain trade partners. This distribution channel, with
merchandising support provided by the Company, provides an opportunity to expand
product distribution, increase DSD efficiency, and still maintain relationships
with trade partners. In fiscal 1998, expansion into the Chicago and Arizona
markets began with the use of a third party distributor. Odwalla sells directly
to the third party distributors under these arrangements. Third party
distributors generally do not receive credit for unsold product.
RAW MATERIALS. Producing and selling Nourishing Beverages entails
special requirements in fruit sourcing, beverage production, distribution and
sales in order to preserve and maximize their freshness and flavor quality.
Fruits and vegetables must be sourced and selected to meet established criteria,
including variety, quality, ripeness and other factors. Transportation and
processing of the fruit and vegetables must be performed in a manner that
preserves fresh flavors and consistency. Odwalla has focused on each of these
elements in an effort to achieve its goal of providing the safest, best tasting
and most nutritious Nourishing Beverages for consumers.
Odwalla buys fruits and vegetables according to stringent
specifications. Fruits and vegetables are purchased using different schedules
and methods depending on the type of produce. Because various types of fruit and
vegetable crops are harvested at different times of the year, the Company
obtains and produces different juices on a seasonal basis. The Company purchases
most of its fruits and vegetables in the open market on a negotiated basis.
Historically, oranges, apples and carrots are the commodities purchased in
largest volume by the Company. All three are subject to volatility in supply,
price and quality that could materially and adversely affect the Company's
business and results of operations, as could the availability, price and quality
of other ingredients.
Odwalla also obtains a number of fruits, such as tropical fruits, from
foreign suppliers in the form of frozen fruit puree. A puree is whole fruit that
has been finely cut and fresh-frozen for shipment. A puree is not a concentrate.
Purees are combined with the fresh, flash-pasteurized juices of other fruits in
a number of the Company's products. Purees used by the Company are heat-treated
which minimally affects the fresh fruit quality but increases safety. Most
purees are purchased under annual price contracts.
As with most agricultural products, supply and price of raw materials
used by the Company can be affected by a number of factors beyond the control of
the Company, such as frosts, droughts, floods and other natural disasters, other
weather conditions, economic factors affecting growing decisions, various plant
diseases and pests. The heavy rains and flooding that occurred in California in
the first and second quarters of fiscal 1995 resulted in higher costs of fruit
and lower yields from the California orange crop in the last quarter of fiscal
1995 and the first quarter of fiscal 1996. The Company is aware that the
occurrence of significant El Nino conditions and other weather patterns may have
an adverse effect on the prices and availability of selected agricultural
products.
RISKS ASSOCIATED WITH PERISHABLE PRODUCTS. With the exception of its
geothermal spring water and meal replacement beverages, the Company's products
are either fresh or flash-pasteurized and do not contain any preservatives.
Because of this they have a limited shelf life. In order to maintain its "day of
juicing" quality standards, the Company further restricts the shelf life of its
products through early expiration dates. As a result, since the Company is not
able to hold any significant finished goods inventory, its results of operations
are highly dependent on its ability to accurately forecast its near term sales
in order to adjust fresh fruit and vegetable sourcing and production.
Historically, forecasting product demand has been difficult, and in light of the
Recall, the Company expects it to continue as a challenge. Failure to accurately
forecast product demand could result in the Company either being unable to meet
higher than anticipated demand or producing excess inventory that cannot be
profitably sold. In addition,
15
<PAGE> 16
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, CONTINUED:
most of the Company's trade partners have the right to return any products that
are not sold by their expiration date. The inability to meet higher than
anticipated demand or excess production or significant amounts of product
returns could have a material adverse effect on the Company's business and
results of operations.
COMPETITION. In a broad sense, the Company's products compete with all
beverages available to consumers. The beverage market is highly competitive. It
includes national, regional and local producers and distributors, many of whom
have greater resources than the Company, and many of whom have shelf stable
products that can be distributed with significantly less cost. The Company views
its niche as easily accessed nourishing beverages in the super premium juice,
emerging meal replacement beverage and bottled water categories. The Company
believes its current direct competition in this market niche is from nationally,
regionally and locally focused juice producers, certain of which are owned by
major beverage producers and nationally branded meal replacement beverage and
premium bottled water producers. The Company also views juice and smoothie bars
as competition. In addition, a number of major supermarkets and other retail
outlets squeeze and market their own brand of fresh juices that compete with the
Company's products. A large international company, Chiquita Brands
International, Inc. ("Chiquita"), is engaged in this market niche in certain
geographic areas. Odwalla entered the Los Angeles market in September 1995 and
is competing directly with Chiquita's products in that market and in Colorado.
Chiquita and other major food and beverage companies are becoming more active in
the Nourishing Beverage business. A decision by such companies to focus on the
Company's existing markets or target markets could have a material adverse
effect on the Company's business and results of operations. While the Company
believes that it competes favorably with its competitors on factors such as
quality, nutritional value, food safety, merchandising, service, sales and
distribution, flavor categories, brand name recognition and loyalty, the
Company's products are typically sold at prices higher than most other competing
products. There can be no assurance that the Company will not experience
competitive pricing pressure that could adversely affect its results of
operations.
DEPENDENCE ON ONE OR A FEW MAJOR TRADE PARTNERS. In fiscal 1997, the
Company's largest account, Safeway, accounted for approximately 12% of the
Company's sales. The Company puts considerable effort into the maintenance of
this and other significant accounts, but there can be no assurance that sales to
these accounts will not decrease or that these trade partners will not choose to
replace the Company's products with those of competitors. The loss of Safeway or
other significant accounts or any significant decrease in the volume of products
purchased by their customers in the future would materially and adversely affect
the Company's business and results of operations. Continuity of trade partner
relationships is important, and events that impact the Company's trade partners,
such as the Recall and labor disputes, may have an adverse impact on the
Company's results of operations.
GOVERNMENT REGULATION. The production and sales of the Company's
beverages are subject to the rules and regulations of various federal, state and
local food and health agencies, including the FDA. In August, 1997, the FDA
outlined their long term strategy for regulation of the fresh juice industry in
their Notice of Intent. The FDA intends to mandate HACCP for the fresh juice
industry as it has done in the meat, fish and poultry industries. As an interim
measure, the FDA recommended that, in the absence of a HACCP plan, fresh juice
companies should place warning labels on unpasteurized juice. Because the
Company's products are produced at its Dinuba production facility under a HACCP
plan with validated critical control points, Odwalla believes it is already in
full compliance with the FDA's proposed regulations. The Company does not
anticipate significant additional costs associated with FDA regulatory
compliance.
In addition to laws relating to food products, the Company is subject to
various federal, state and local environmental laws and regulations that limit
the discharge, storage, handling and disposal of a variety of substances.
Operations of the Company are also governed by laws and regulations relating to
workplace safety and worker health, principally the Occupational Safety and
Health Administration Act, as well as similar state laws and regulations. The
Company believes that it presently complies in all
16
<PAGE> 17
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, CONTINUED:
material respects with the foregoing laws and regulations, although there can be
no assurance that future compliance with such laws or regulations will not have
a material adverse effect on the Company's results of operations or financial
condition. The Company has not incurred any significant costs in complying with
environmental laws.
PRODUCT LIABILITY. Since the Company's 100% fresh squeezed citrus
products and certain other citrus-based products are not pasteurized, nuclearly
irradiated or chemically treated, they are highly perishable and contain certain
naturally occurring microorganisms. In addition to the Recall associated with
the E. coli O157:H7 bacteria, the Company has from time to time received
complaints from consumers regarding ill effects allegedly caused by its
products. While such past claims have not resulted in any material liability to
date, there can be no assurance that future claims will not be made or that any
such claim or claims associated with the Recall will not result in adverse
publicity for the Company or monetary damages, either of which could materially
and adversely affect the Company's business and results of operations. The
Company currently maintains $52,000,000 in product liability insurance, which
may not be sufficient to cover the cost of defense or related damages in the
event of a significant product liability claim related to the Recall or
otherwise. See Part II "Item 1. Legal Proceedings."
GEOGRAPHIC CONCENTRATION. The Company's wholesale accounts and retail
trade partners have their largest concentration in Northern California, with
most located in the metropolitan areas surrounding the San Francisco Bay. As
such, the Company's business and results of operations may be adversely affected
by natural occurrences, economic downturns and other conditions affecting
Northern California.
VOLATILITY OF STOCK PRICE. The price of the Company's Common Stock has,
at certain times, experienced significant price volatility. The Company believes
that factors such as announcements of developments related to the Company's
business, fluctuations in the Company's operating results, failure to meet
securities analysts' expectations, general conditions in the fruit and vegetable
industries and the worldwide economy, announcements of innovations, new products
or product enhancements by the Company or its competitors, fluctuations in the
level of cooperative development funding, acquisitions, changes in governmental
regulations, developments in patents or other intellectual property rights and
changes in the Company's relationships with trade partners and suppliers could
cause the price of the Company's Common Stock to fluctuate substantially. In
addition, in recent years the stock market in general, and the market for small
capitalization stocks in particular, has experienced extreme price fluctuations
which have often been unrelated to the operating performance of affected
companies. Such fluctuations could adversely affect the market price of the
Company's Common Stock.
17
<PAGE> 18
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The following personal injury claims and legal proceedings seeking
monetary damages and other relief relating to the Recall are pending against the
Company:
1. The Beverly Case: A personal injury lawsuit filed in the United
States District Court, Western District of Washington and served on
December 3, 1996. The Federal case was dismissed and a companion case
was filed in King County Superior Court and has a trial date of March
29, 1999.
2. The McGregor Case: A personal injury lawsuit filed in Santa Clara
County Superior Court, Santa Clara, California on June 2, 1997 and
served on June 16, 1997. There is no trial date currently set.
3. The Hiatt Case: A personal injury lawsuit filed in the United States
District Court, Western District of Washington and served on August
14, 1997. The case is set for trial on September 22, 1998.
4. The Dimock Case: A personal injury lawsuit filed in the United States
District Court, Western District of Washington and served on August
14, 1997. The case has a trial date of June 7, 1999.
5. The Berman Case: A personal injury lawsuit filed in the King County
Superior Court and served on or about September 20, 1997. The case is
set for trial on February 8, 1999.
6. The Sawchuk Case: A personal injury lawsuit filed in the United
States District Court for the Northern District of California and
served on or about October 10, 1997. The case is set for trial in
June, 1999.
7. The Shaffer Case: A personal injury lawsuit filed in King County
Superior Court and served on or about October 13, 1997. The case is
set for trial on March 8, 1999.
8. The Wright Case: A personal injury case being filed in King County
Superior Court. There is no trial date.
In addition, the Company has two additional proceedings allegedly
arising out of product consumption prior to the Recall:
1. The Fujita Case: A personal injury lawsuit filed in Alameda Superior
Court. The case has no trial date and discovery has commenced.
2. The Evonc Case: A personal injury case filed in San Mateo Superior
Court on September 30, 1997 and served on December 23, 1997. The case
is set for trial in August, 1998.
The Company maintained commercial general liability insurance totaling
$27,000,000 during the period including the Recall. The Company has notified its
insurance carrier of these events. At this time, the Company is unable to
determine the potential liability on all such lawsuits and claims.
18
<PAGE> 19
The following personal injury claims and legal proceedings have been
settled:
1. The Maris Case: A personal injury case in Denver District Court filed
on or about November 3, 1997, served on November 18, 1997 and settled
shortly thereafter.
2. The Starmack Case: A personal injury lawsuit filed in San Diego
County Superior Court, San Diego, California on January 3, 1997 and
served on January 24, 1997. The case was settled on December 22,
1997.
3. The Kim Case: A personal injury lawsuit filed in King County Superior
Court, Seattle, Washington, served on November 15, 1996 and settled
on January 9, 1997.
4. The Webb Case: A personal injury lawsuit filed in King County
Superior Court, Seattle, Washington, served on December 9, 1996 and
settled on January 9, 1997.
5. The Azizi Case: A personal injury lawsuit filed in Alameda County
Superior Court, Alameda, California and served on November 20, 1996
and settled on March 25, 1997.
6. The Ishida/Peterson Case: A class action lawsuit filed in King County
Superior Court, Seattle, Washington and served on November 12, 1996
and settled on April 29, 1997.
7. The Ali Case: A personal injury lawsuit filed in Los Angeles County
Superior Court, Los Angeles, California on October 10, 1997 and
served on October 27, 1997. This case settled on November 20, 1997.
8. The Curtis Case: A class action lawsuit filed in the United States
District Court, Western District of Washington and served on November
15, 1996. On July 7, 1997, the United States District Court denied
the plaintiffs' motion for class certification. On November 20, 1997,
the Court granted the plaintiffs motion to dismiss the case without
prejudice.
9. The Fisher Case: A personal injury case filed in Los Angeles Superior
Court in November, 1997 was settled on November 19, 1997.
10. The Litchmann Case: A personal injury case being filed in Los
Angeles County Superior Court. The case was dismissed in December
1997.
11. The Cate Case: A personal injury case filed in Sonoma Superior Court
on October 27, 1997. The case was settled in March 1998 and
dismissed.
12. The Miller Case: A personal injury case filed in Alameda County
Superior Court. The case was settled in March 1998 and dismissed.
The settlement of the above legal proceedings was covered under the
Company's commercial general liability insurance policy and did not result in
any additional costs to the Company.
In addition, the Company settled the following claim filed under
California Business and Professions Code Section 17200 et seq. alleging
fraudulent business acts and practices of the Company relating to the recalled
products:
Roderick P. Bushnell v. Odwalla, Inc.: A lawsuit filed in San Francisco
County Superior Court, San Francisco, California and served on November
13, 1996. This lawsuit was settled on January 16, 1997 and received
court approval on March 19, 1997.
19
<PAGE> 20
The Company was informed that it is the subject of a federal grand jury
investigation (Eastern District of California) concerning events of 1996 and
before, including the Recall. The Company has responded to a subpoena and is
cooperating fully with the government. At this time, the Company cannot predict
the outcome of the investigation.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. EXHIBITS
Exhibit 27.1 - Financial Data Schedule
B. REPORTS ON FORM 8-K
The Company did not file any reports on Form 8-K during the quarter
ended February 28, 1998.
20
<PAGE> 21
SIGNATURE
Pursuant to the requirements of the Securities Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ODWALLA, INC.
----------------------------------
(Registrant)
Date: April 13, 1998 By: /s/ D. STEPHEN C. WILLIAMSON
-------------------------------
D. Stephen C. Williamson
Chief Executive Officer
(Principal Executive Officer)
Date: April 13, 1998 By: /s/ JAMES R. STEICHEN
-------------------------------
James R. Steichen
Chief Financial Officer
(Principal Financial and
Accounting Officer)
21
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A)
ODWALLA, INC. FINANCIAL STATEMENTS FOR THE TWENTY-SIX WEEKS ENDED FEBRUARY 28,
1998, AS FILED ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH (B) FILING ON FORM 10-Q.
</LEGEND>
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<FISCAL-YEAR-END> AUG-29-1998
<PERIOD-START> SEP-01-1997
<PERIOD-END> FEB-28-1998
<CASH> 2,388
<SECURITIES> 0
<RECEIVABLES> 5,452
<ALLOWANCES> 530
<INVENTORY> 3,532
<CURRENT-ASSETS> 12,789
<PP&E> 20,675
<DEPRECIATION> 7,407
<TOTAL-ASSETS> 28,832
<CURRENT-LIABILITIES> 11,175
<BONDS> 335
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<COMMON> 29,445
<OTHER-SE> (12,123)
<TOTAL-LIABILITY-AND-EQUITY> 28,832
<SALES> 28,342
<TOTAL-REVENUES> 28,342
<CGS> 14,353
<TOTAL-COSTS> 14,353
<OTHER-EXPENSES> 14,462
<LOSS-PROVISION> 134
<INTEREST-EXPENSE> 111
<INCOME-PRETAX> (516)
<INCOME-TAX> (67)
<INCOME-CONTINUING> (449)
<DISCONTINUED> 0
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