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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(XX) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended September 30, 1997
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _______________________ to ______________________
Commission file number 1-12130
Great Pines Water Company, Inc.
-------------------------------
(Exact name of small business issuer as specified in its charter)
Texas 76-0203752
- --------------------------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 N. Shepherd, Suite #303 Houston, Texas 77007
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(Address of Principal executive offices) (Zip Code)
(Issuer's telephone Number) (713) 864-6688
----------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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.
x YES NO
- ----- -----
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
YES NO
- ----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
Class Outstanding as of September 30, 1997
- --------------------------------------------------------------------------------
(Common stock, $.01 per value) 2,472,794 Shares
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PART I - FINANCIAL INFORMATION
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ITEM 1. FINANCIAL STATEMENTS
GREAT PINES WATER COMPANY, INC.
CONDENSED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
------------- ------------
(Unaudited)
-------------
<S> <C> <C>
Assets
Current assets:
Cash $ 894 $ 316
Accounts receivable - Trade (net) 960 685
Inventory 106 100
Prepaid expenses 78 16
Prepaid insurance 42 216
Other current assets 36 8
----------------------
Total current assets 2,116 1,341
Property and equipment, net 5,503 4,861
Other assets 55 61
----------------------
Total Assets $ 7,674 $ 6,263
======================
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable, trade $ 445 $ 221
Customer deposits 1,083 912
Accrued liabilities and other current liabilities 397 280
Note payable 0 190
Current portion of capital lease obligations 84 102
Current maturities of long term debt 979 760
----------------------
Total current liabilities 2,988 2,465
Long term debt, net of current portion 2,785 2,536
Capital lease obligations, net of current portion 15 81
Shareholders' equity:
Preferred stock, $1.00 par value; 1,000,000 shares authorized; 17,500
shares and 7,500 shares outstanding at September 30, 1997 and 18 8
December 31, 1996, respectively
Common Stock, $.01 par value; 10,000,000 shares authorized;
2,472,794 shares and 2,449,512 shares (net of treasury stock)
outstanding at September 30, 1997 and December 31, 1996, respectively 25 25
Additional paid-in capital 4,780 3,853
Accumulated deficit (2,937) (2,698)
Less Treasury Stock, no shares and 1,300 shares at September 30,
1997 and December 31, 1996, respectively, at cost 0 (7)
----------------------
Total shareholders' equity 1,886 1,181
----------------------
Total Liabilities and Shareholders' Equity $ 7,674 $ 6,263
======================
</TABLE>
The accompanying notes are an integral part of these financial statements.
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GREAT PINES WATER COMPANY, INC.
CONDENSED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
----------------- -------------------
September 30, September 30,
------------- -------------
1997 1996 1997 1996
---- ---- ---- ----
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues:
Water $4,266 $3,672 $1,704 $1,339
Equipment rental 2,105 1,860 717 584
Other 265 171 95 76
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6,636 5,703 2,516 1,999
Cost and expenses:
Operating costs 1,345 1,049 529 373
Transportation costs 1,550 1,267 597 432
Depreciation and amortization 719 792 183 267
Commissions and other selling costs 1,410 733 647 428
General and administrative expenses 1,503 1,524 524 418
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6,527 5,365 2,480 1,918
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Income (Loss) from operations 109 338 36 81
Other expense (income):
Interest expense 265 315 92 106
Interest income (7) (2) (7) (1)
Other expense (income) 0 101 0 101
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258 414 85 206
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Income (Loss) before income taxes (149) (76) (49) (125)
Income tax expense (benefit) 0 0 0 0
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Net Income (Loss) (149) (76) (49) (125)
Dividends on Preferred Stock 90 0 45 0
---------------------------------------------------------
Income (Loss) attributable to Common Stock $ (239) $ (76) $ (94) $ (125)
=========================================================
Income (Loss) per common share $(0.10) $(0.03) $(0.04) $(0.05)
=========================================================
Weighted average number of common shares outstanding 2,456 2,399 2,464 2,426
=========================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
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GREAT PINES WATER COMPANY, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
Nine Months Ended
-----------------
September 30,
-------------
1997 1996
---- ----
(Unaudited) (Unaudited)
---------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (149) $ (76)
Adjustments to reconcile net income (loss) to net cash provided
by (used in) operating activities:
Depreciation and amortization 719 792
Loss on disposition of assets 0 8
Provision for lost coolers 14 14
Noncash charges 25 154
Deferred income tax expense (benefit) 0 0
Affect of net changes in operating accounts:
Accounts receivable, net (275) 17
Inventory (6) (7)
Prepaid expenses 112 140
Other assets (27) (10)
Accounts payable 224 (153)
Customer deposits, accrued liabilities, and other current liabilities 288 139
-----------------------------
Net cash provided by (used in) operating activities 925 1,018
Cash flows from investing activities:
Additions to property and equipment (1,370) (215)
Proceeds from fixed asset retirements 0 27
-----------------------------
Net cash used in investing activities (1,370) (188)
Cash flows from financing activities:
Proceeds from note payable and long term debt 1,063 101
Payments on note payable and long term debt (785) (768)
Payments on capital lease obligations (84) (101)
Proceeds from issuance of Common Stock, net 93 30
Proceeds from issuance of Preferred Stock, net 826 494
Dividends on Preferred Stock (90) 0
Sale (purchase) of treasury stock, net 0 0
-----------------------------
Net cash provided by (used in) financing activities 1,023 (244)
Increase (decrease) in cash and cash equivalents 578 586
Cash and cash equivalents, beginning of period 316 62
-----------------------------
Cash and cash equivalents, end of period $ 894 $ 648
=============================
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
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GREAT PINES WATER COMPANY, INC.
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
NOTE A - BASIS OF PRESENTATION
Great Pines Water Company, Inc. (the "Company") was incorporated in November
1986 and is engaged in the bottling, distributing and sale of bottled drinking,
purified, and spring water and rental of related dispensing equipment under the
"Texas Premium Waters" proprietary brand name.
The accompanying unaudited condensed financial statements have been prepared in
accordance with Generally Accepted Accounting Principles for interim financial
information and with the instructions to Form 10-QSB and rule 10-01 of
Regulation S-X. They do not include all information and notes required by
Generally Accepted Accounting Principles for complete financial statements. The
accompanying financial statements include all adjustments which in the opinion
of management are necessary in order to make the financial statements not be
misleading.
The accompanying condensed financial statements should be read in conjunction
with the Audited Financial Statements for the Year Ended December 31, 1996 and
the notes thereto contained in the Company's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1996.
The results of operations for the three month period ended September 30, 1997,
are not necessarily indicative of the results to be expected for the full year.
NOTE B - STOCK OPTION PLANS
The Company's Option Plan ("Option Plan") was adopted in 1993. An aggregate of
225,000 shares of common stock were reserved for issuance pursuant to the Option
Plan. The Option Plan is administered by the Board of Directors or a stock
option committee established by the Board of Directors (the "Plan
Administrator"). The Plan Administrator determines, subject to the provisions
of the Option Plan, the employees to whom options are granted and the number of
options to be granted. The Committee may grant (i) "incentive stock options"
within the meaning of Section 422 of the Internal Revenue Code of 1986, and (ii)
"non-qualified stock options" (options which do not meet the requirements of
Section 422). Incentive stock options granted under the Option Plan must have
an exercise price equal to at least the fair market value of the common stock at
the date the option is granted. Each option granted under the Option Plan may
have a term of up to ten years, except that incentive stock options granted to a
shareholder who, at the time of grant, owns more than 10% of the voting stock of
the Company may have a term of up to five years. The exercise price of incentive
stock options granted to shareholders possessing more than 10% of the total
combined voting power of all classes of stock of the Company must be not less
than 110% of the fair market value of the Company's common stock on the date of
grant. As of September 30, 1997, stock options to acquire 197,350 shares of the
Company's common stock have been granted under the Option Plan at exercise
prices of $2.00 to $2.20 per share. The options are exercisable beginning March
28, 1995 through December 28, 1999. As of September 30, 1997, 155,000 of these
options are exercisable and 30,550 options had been exercised.
The Company's Non-Employee Director Stock Option Plan ("Non-Employee Director
Plan") was also adopted in 1993. An aggregate of 25,000 shares of common stock
were reserved for issuance pursuant to the Non-Employee Director Plan. Options
to purchase 5,000 shares of common stock are automatically granted to each
person elected for the first time as director of the Company, who is not an
employee of the Company. An option to acquire an additional 1,000 shares is
automatically granted each year thereafter that such director is re-elected.
Options granted under the Non-Employee Director Plan will not qualify as
"incentive stock options" within the meaning of Section 422 of the Internal
Revenue Code of 1986. Options granted under the Non-Employee Director Plan
expire ten years after date of grant. As of September 30, 1997, 14,000 options
have been granted under the Non-Employee Director Plan at exercise prices of
$2.00 to $5.75 per share. As of September 30, 1997, 12,000 of these options are
exercisable and no options had been exercised.
The Company's Incentive Stock Plan ("Incentive Plan") was adopted in 1995. An
aggregate of 500,000 shares of common stock were reserved for issuance pursuant
to the Incentive Plan. The Incentive Plan is administered by the
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compensation committee. The compensation committee determines, subject to the
provisions of the Incentive Plan, the employees to whom incentives are awarded.
The compensation committee may award (i) "incentive stock options" within the
meaning of Section 422 of the Internal Revenue Code of 1986, (ii) "non-qualified
stock options" (options which do not meet the requirements of Section 422),
(iii) shares of "restricted stock", and (iv) "stock bonuses". Subject to the
terms of the Incentive Plan, the compensation committee will also determine the
prices, expiration dates and other material features of the incentive awards. As
of September 30, 1997, 52,695 shares of common stock were issued under the
Incentive Plan to consultants, and 600 shares of common stock were issued under
the Incentive Plan to an employee as a stock bonus. As of September 30, 1997,
stock options to acquire 77,750 shares of the Company's common stock have been
granted under the Incentive Plan at exercise prices of $2.50 to $7.375 per
share. The options are exercisable beginning October 26, 1995 through September
8, 2000. As of September 30, 1997, 15,583 of these options are exercisable and
2,083 options had been exercised.
NOTE C - SHAREHOLDERS' EQUITY
During the First Quarter of 1997, the Company issued 1,600 shares of common
stock to employees under the Company's 1993 Stock Option Plan for exercised
vested options and 600 shares of common stock to an employee under the Company's
1995 Incentive Stock Plan for a stock bonus.
During the Second Quarter of 1997, the Company issued 856 shares of its common
stock under the 1995 Stock Incentive Plan to a consultant.
During the Third Quarter of 1997, the Company issued 1,343 shares of its common
stock under the 1995 Stock Incentive Plan to a consultant, 8,000 shares of its
common stock under the 1995 Stock Incentive Plan as payment to an attorney, and
3,750 shares of its common stock under the 1995 Stock Incentive Plan for partial
settlement of a lawsuit. Additionally, the Company issued 2,083 shares of its
common stock under the 1995 Stock Incentive Plan for the exercise of vested
options and 3,750 shares of its common stock under the 1993 Option Plan for the
exercise of vested options.
During the Third Quarter of 1997, the Company transferred 1,300 treasury shares
to an employee as compensation.
During the Third Quarter of 1997, the Company completed a private placement of
10,000 shares of Series B Preferred Stock, $1.00 par, at $100 per share under
Rule 506 of Regulation D of the Securities and Exchange Act of 1933. The
Preferred Stock has a 12% cumulative dividend rate payable in monthly
installments. The Preferred Stock is convertible into 16.67 shares of the
Company's common stock at a conversion price of $6.00 per share. The Preferred
Stock is redeemable for cash at any time after March 1, 1999, in whole or in
part, at the option of the Company, at redemption prices that will decline from
$106 per share on March 1, 1999 to $100 per share on September 1, 2000, at a
rate of $1 per three-month period, plus any accrued and unpaid dividends through
the redemption date. As of September 30, 1997, 10,000 shares of the Company's
Series B Preferred Stock were issued. Proceeds of $826,000 will be used for
commissions and other selling costs and working capital.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following is management's discussion and analysis of certain significant
factors which have affected the Company's financial position and operating
results during the periods included in the accompanying condensed financial
statements.
GENERAL
The Company's revenues consist of sales of the Company's bottled water products,
rental of water dispensers and sales of cups and other miscellaneous items. The
Company's strategy has been to use all available capital for expansion and
increasing its customer base. Because the Company records the marketing expense
associated with the implementation of its growth strategy in the period in which
such expenses are incurred, the Company's earnings will initially decrease for a
period in which the Company experiences rapid growth. This growth in customer
accounts has been accompanied by increased revenues during 1995, 1996, and 1997.
The Company attributes the growth in customer accounts to aggressive marketing,
increased bottled water consumption, a change in the type of closed water system
and an effective customer retention program. The Company anticipates that its
customer base and revenues will continue to expand as sales of bottled water
increase and the Company continues to penetrate the Houston and Dallas/Ft. Worth
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bottled water markets. Some of the factors that the Company believes may affect
the rate of increase in bottled water sales include the public perception of the
quality of municipal supplies and general health concerns.
Transportation expenses include fuel, insurance, repair and maintenance expenses
associated with the delivery trucks and vans.
Commission and other selling expenses comprise the largest controllable
component of expenses. Selling expenses consist primarily of commissions paid
to the sales force and telemarketing expenses. Commissions paid are expensed as
they are incurred. Commissions represent a higher percentage of total expenses
during periods when the Company is adding accounts at an accelerated rate when
compared to other expenses, which are not variable.
Depreciation and amortization and operating expenses consist of depreciation of
the Company's delivery trucks and vans, water dispensers and bottles and the
bottling plants. Depreciation and amortization are expected to increase as the
Company continues to commit resources to its growing customer base.
General and administrative expenses include centralized administration and
support costs.
The Company provides for coolers which are lost or stolen as a reduction of
fixed assets.
Certain reclassifications to prior year balances were made to conform with the
current year presentation.
THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
Revenues for the three month period ended September 30, 1997 (the "Third Quarter
of 1997") increased 26% to $2,516,000 from $1,999,000 for the three month period
ended September 30, 1996 (the "Third Quarter of 1996"). The principal reason
for the increase in revenues was the increase in the number of customer accounts
from the Third Quarter of 1996 to the Third Quarter of 1997.
Operating costs increased, as a percentage of sales, to 21% or $529,000 in the
Third Quarter of 1997 from 19% or $373,000 in the Third Quarter of 1996. This
is primarily due to an increase cost of sales due to an increase in the volume
of bottles delivered at a lower average selling price per bottle. Bottles
delivered includes customer trials.
Transportation costs increased, as a percentage of sales, to 24% or $597,000 in
the Third Quarter of 1997 from 22% or $432,000 in the Third Quarter of 1996.
The increase in transportation expenses is primarily due to an increase in
repair and maintenance expenses and truck lease expenses.
Depreciation and amortization costs decreased, as a percentage of sales, to 7%
or $183,000 in the Third Quarter of 1997 from 13% or $267,000 in the Third
Quarter of 1996. The decrease is primarily due to an increase in sales,
partially offset by certain fixed assets of the Company becoming fully
depreciated for book purposes during 1996.
Commissions and other selling costs increased, as a percentage of sales, to 26%
or $647,000 in the Third Quarter of 1997 from 21% or $428,000 in the Third
Quarter of 1996. Management's policy is to use all available cash from
operations and financing activities after debt service for its marketing
activities. During the Third Quarter of 1997, the Company completed a preferred
stock offering with net proceeds of $826,000. The Company was able to
significantly expand it marketing efforts due to the availability of cash.
General and administrative expenses remained the same, as a percentage of sales,
at 21% or $524,000 in the Third Quarter of 1997 from $418,000 in the Third
Quarter of 1996. This is primarily due to a write down of certain unclaimed
customer deposits.
Interest expense decreased, as a percentage of sales, to 4% or $92,000 in the
Third Quarter of 1997 from 5% or $106,000 in the Third Quarter of 1996. This is
primarily due to reductions in long term debt.
The Company reported a loss after income taxes of $49,000 in the Third Quarter
of 1997 compared to a loss after taxes of $125,000 in the Third Quarter of 1996.
This is primarily due to increased revenues, partially offset by increased
commissions and other selling costs.
6
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NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
Revenues for the nine month period ended September 30, 1997 increased 16% to
$6,636,000 from $5,703,000 during the nine month period ended September 30,
1996. The principal reason for the increase in revenues was the increase in the
number of customer accounts.
Operating costs increased, as a percentage of sales, to 20% or $1,345,000 during
the nine month period ended September 30, 1997 from 18% or $1,049,000 during the
nine month period ended September 30, 1996. This is primarily due to an
increase cost of sales due to an increase in the volume of bottles delivered at
a lower average selling price per bottle. Bottles delivered includes customer
trials.
Transportation costs increased, as a percentage of sales, to 23% or $1,550,000
during the nine month period ended September 30, 1997 from 22% or $1,267,000
during the nine month period ended September 30, 1996. The increase in
transportation expenses is primarily due to an increase in repair and
maintenance expenses and truck lease expenses.
Depreciation and amortization costs decreased, as a percentage of sales, to 11%
or $719,000 during the nine month period ended September 30, 1997 from 14% or
$792,000 during the nine month period ended September 30, 1996. The decrease is
primarily due to an increase in sales partially offset by certain fixed assets
of the Company becoming fully depreciated for book purposes during 1996 and the
nine month period ended September 30, 1997.
Commissions and other selling costs increased, as a percentage of sales, to 21%
or $1,410,000 during the nine month period ended September 30, 1997 from 13% or
$733,000 during the nine month period ended September 30, 1996. Management's
policy is to use all available cash from operations and financing activities
after debt service for its marketing activities. During the Third Quarter of
1997, the Company completed a preferred stock offering with net proceeds of
$826,000. The Company was able to significantly expand it marketing efforts due
to the availability of cash
General and administrative expenses decreased, as a percentage of sales, to 23%
or $1,503,000 during the nine month period ended September 30, 1997 from 27% or
$1,524,000 during the nine month period ended September 30, 1996. This is
primarily due to a write down of certain unclaimed customer deposits.
Interest expenses decreased, as a percentage of sales, to 4% or $265,000 during
the nine month period ended September 30, 1997 from 6% or $315,000 during the
nine month period ended September 30, 1996. This is primarily due to reductions
in long term debt.
The Company reported a loss after income taxes of $149,000 during the nine month
period ended September 30, 1997 compared to a loss after taxes of $76,000 during
the nine month period ended September 30, 1996. The net loss was caused by the
increased commissions and other selling costs, partially offset by decreased
general and administrative expenses.
LIQUIDITY AND CAPITAL RESOURCES
The Company has typically financed operations from a combination of vendor
financing, bank loans and leases, placement of securities and cash generated
from operations. The Company acquires water coolers and cooler equipment
through vendor financing. The Company leases water processing and bottling
plants and various trucks from financial institutions under capital lease
arrangements. Additional trucks and equipment are obtained under operating
leases.
Net cash provided by operating activities for the nine month period ended
September 30, 1997 and the nine month period ended September 30, 1996 was
$925,000 and $1,018,000 respectively. The decrease is primarily due to increased
commissions and other selling costs.
During the nine month period ended September 30, 1997, the Company made capital
expenditures of $307,000 for plant equipment, water bottles and truck
improvements. During the same period, the Company purchased $1,063,000 of water
coolers, financed by the vendors.
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As of September 30, 1997, the Company's long-term debt amounted to $253,000 in
bank debt, $3,142,000 in vendor financing and $369,000 in convertible
subordinated debt. The Company has capital lease commitments of $99,000.
Management's strategy is based on increasing the Company's value by increasing
the customer base. Because the Company records Commissions and other selling
costs associated with the implementation of its growth strategy in the period in
which such expenses are incurred, the Company's net income will initially
decrease for a period in which the Company experiences rapid growth. Despite
the short-term effect of growth on net income, the Company believes that its
strategy of increasing the size of its customer base will enhance shareholder
value and improve the financial performance of the Company. The Company will
not be able to expand significantly or enter into new markets until additional
funding is acquired. There can be no assurance that such arrangements will
become available on terms acceptable to the Company.
PART II - OTHER INFORMATION
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ITEM 1. LEGAL PROCEEDINGS
The Company is subject to legal proceedings and claims which arise in the
ordinary course of its business. Management believes, based on discussions with
its legal counsel that the outcome of these legal actions will not have a
material adverse effect upon the financial position and results of operations of
the Company.
The Company filed suit against Liqui-Box Corporation ("Liqui-Box") on July 18,
1994 in the United States District Court for the Southern District of Texas. In
the lawsuit , the Company alleged that Liqui-Box sold a defective water system,
which , in turn, the Company leased to its bottled water customers. The Company
sought monetary damages, including lost customers, the cost of replacing
defective equipment, treble damages under the Texas Deceptive Trade Practices
Act, and attorney's fees. During February 1997, the case went to trial and a
jury verdict was reached. Damages of approximately $2.3 million were awarded to
the Company. The amount is subject to appeal and there can be no assurance that
the Company will recover damages in this, or any amount. Liqui-Box had net
sales of $156.4 million for the year ended December 31, 1995. It is publicly
traded under the ticker symbol LIQB.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. Description of Exhibit
- ----------- ----------------------
3.1 Amended and Restated Articles of Incorporation. Exhibit 3.1 to the
Company's Registration Statement on Form SB-2 (No. 33-63022-FW) that
was initially filed on May 19, 1993 (the "Registration Statement") is
incorporated herein by reference.
3.2 Restated Bylaws. Exhibit 3.2 to the Registration Statement is
incorporated herein by reference.
3.3 Certificate of Designation, Preferences, Rights and Limitations of
Series A Preferred Stock, $1.00 Par Value of Great Pines Water
Company, Inc. Exhibit 3.3 to the Company's quarterly report on Form
10-QSB for the quarterly period ended September 30, 1996 is
incorporated herein by reference.
3.4 Certificate of Designation, Preferences, Rights and Limitations of
Series B Preferred Stock, $1.00 Par Value of Great Pines Water
Company, Inc. Exhibit 3.4 to the Company's quarterly report on Form
10-QSB for the quarterly period ended June 30, 1997 is incorporated
herein by reference.
4.1 Specimen stock certificate evidencing shares of Common Stock. Exhibit
4.1 to the Registration Statement is incorporated herein by reference.
9.1 Joshua Slocum Hammond Trust Agreement, dated May 11, 1993. Exhibit 9.1
to the Registration Statement is incorporated herein by reference.
10.1 Loan Agreement, dated November 1, 1988, by and between Great Pines
Water Company, Inc. and Bank One Texas, National Association, as
amended. Exhibit 10.1 to the Registration Statement is incorporated
herein by reference.
10.2 Authorization and Loan Agreement with the United States Small Business
Administration. Exhibit 10.2 to the Registration Statement is
incorporated herein by reference.
10.3 Lease Agreement, dated April 1, 1990, with DBH Investment Partners No.
3, as amended. Exhibit 10.3 to the Registration Statement is
incorporated herein by reference.
10.4 1993 Stock Option Plan of Great Pines Water Company, Inc. Exhibit 10.4
to the Registration Statement is incorporated herein by reference.
10.5 1993 Non-Employee Director Stock Option Plan of Great Pines Water
Company, Inc. Exhibit 10.5 to the Registration Statement is
incorporated herein by reference.
10.6 Form of Loan Agreement by and between Great Pines Water Company, Inc.
and Dependable Acceptance Company for the purchase of equipment.
Exhibit 10.6 to the Company's annual report on Form 10-KSB for the
fiscal year ended December 31, 1994 is incorporated herein by
reference.
10.7 Amendment dated December 31, 1994 to Loan Agreement, dated November 1,
1988 by and between Great Pines Water Company, Inc. and Bank One
Texas, N.A. Exhibit 10.7 to the Company's annual report on Form 10-KSB
for the fiscal year ended December 31, 1994 is incorporated herein by
reference.
10.8 1995 Incentive Stock Plan of Great Pines Water Company, Inc. Exhibit
10.8 to the Company's quarterly report on Form 10-QSB for the
quarterly period ended September 30,1995 is incorporated herein by
reference.
10.9 Convertible Debenture, dated April 21, 1995, together with Form of
Convertible Note, by and between Great Pines Water Company, Inc. and
EBAC Systems Inc. Exhibit 10.9 to the Company's quarterly
9
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report on Form 10-QSB for the quarterly period ended September 30,
1995 is incorporated herein by reference.
10.10 Promissory Note dated October 13, 1995 between Great Pines Water
Company, Inc. and Metrobank, N.A. for the assumption of equipment
loans previously with Bank One Texas, N.A. Exhibit 10.10 to the
Company's annual report on Form 10-KSB for the fiscal year ended
December 31, 1995 is incorporated herein by reference.
10.11 Assignment dated March 21, 1996 of the SBA loan dated October 19, 1991
to Sunbelt National Bank, N.A. from Bank One Texas, N.A. Exhibit 10.11
to the Company's annual report on Form 10-KSB for the fiscal year
ended December 31, 1995 is incorporated herein by reference.
10.12 Amendment dated March 22, 1996 to the loan agreement, dated November
1, 1988 by and between Great Pines Water Company, Inc. and Bank One
Texas, N.A. Exhibit 10.12 to the Company's annual report on Form 10-
KSB for the fiscal year ended December 31, 1995 is incorporated herein
by reference.
10.13 Amendment to the Lease Agreement dated April, 1 1990, with DBH
Investment Partners No. 3. Exhibit 10.13 to the Company's annual
report on Form 10-KSB for the fiscal year ended December 31, 1995 is
incorporated herein by reference.
10.14 Promissory Note dated June 12, 1996 between the Great Pines Water
Company, Inc. and Sunbelt National Bank for the purchase of plant
equipment. Exhibit 10.14 to the Company's quarterly report on Form 10-
QSB for the quarterly period ended June 30, 1996 is incorporated
herein by reference.
27.1 Financial Data Schedule. Exhibit 27.1 is filed herein.
(b) Reports on Form 8-K:
The Company filed no current reports on Form 8-K during the quarter ended
September 30, 1997.
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.
Great Pines Water Company, Inc.
Date: November 13, 1997 By: Kevin F. Vigneaux
----------------- -------------------------------------------
Kevin F. Vigneaux
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
10
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