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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 June 30, 1998
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( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
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Commission file number 1-12130
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Great Pines Water Company, Inc.
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(Exact name of small business issuer as specified in its charter)
Texas 76-0203752
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(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
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(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
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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 June 30, 1998
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(Common stock, $.01 per value) 2,614,104 Shares
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GREAT PINES WATER COMPANY, INC.
CONDENSED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
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(Unaudited)
<S> <C> <C>
Assets
Current assets:
Cash $ 285 $ 342
Marketable securities 0 177
Accounts receivable - Trade (net) 849 942
Inventory 61 75
Prepaid expenses 54 39
Prepaid insurance 102 286
Other current assets 52 14
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Total current assets 1,403 1,875
Property and equipment, net 5,171 5,557
Other assets 44 47
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Total Assets $ 6,618 $ 7,479
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Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable, trade $ 307 $ 311
Customer deposits 902 1,088
Accrued liabilities and other current liabilities 327 286
Note payable 78 251
Current portion of capital lease obligations 33 74
Current maturities of long term debt 940 1,008
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Total current liabilities 2,587 3,018
Long term debt, net of current portion 2,425 2,872
Capital lease obligations, net of current portion 0 0
Shareholders' equity:
Preferred stock, $1.00 par value; 1,000,000 shares authorized;
16,300 shares outstanding at June 30, 1998 and 14,050 shares
outstanding at December 31, 1997 16 14
Common Stock, $.01 par value; 10,000,000 shares authorized;
2,614,104 shares and 2,607,654 shares outstanding at June 30,
998 and December 31, 1997, respectively 26 26
Additional paid-in capital 5,180 4,967
Accumulated deficit (3,616) (3,418)
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Total shareholders' equity 1,606 1,589
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Total Liabilities and Shareholders' Equity $ 6,618 $ 7,479
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</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>
Six Months Ended June 30, Three Months Ended June 30,
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1998 1997 1998 1997
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(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Revenues:
Water $2,861 $2,562 $1,628 $1,420
Equipment rental 1,530 1,388 759 711
Other 90 170 51 132
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4,481 4,120 2,438 2,263
Cost and expenses:
Operating costs 821 816 436 447
Transportation costs 1,053 953 553 491
Depreciation and amortization 489 536 242 267
Commissions and other selling costs 811 763 486 443
General and administrative expenses 1,214 979 670 491
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4,388 4,047 2,387 2,139
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Gain from operations 93 73 51 124
Other expense (income):
Interest expense 204 173 102 87
Interest income (18) 0 (17) 0
Other expense 13 0 13 0
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199 173 98 87
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Gain (Loss) before income taxes (106) (100) (47) 37
Income tax expense (benefit) 0 0 0 0
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Net Income (Loss) (106) (100) (47) 37
Dividends on Preferred Stock 92 45 51 23
Income (Loss) attributable to Common Stock $ (198) $ (145) $ (98) $ 14
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Income (Loss) per common share $(0.08) $(0.04) $(0.04) $ 0.01
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Weighted average number of common shares outstanding 2,611 2,451 2,613 2,452
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</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>
Six Months Ended June 30,
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1998 1997
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(Unaudited) (Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $(106) $(100)
Adjustments to reconcile net income (loss) to net cash provided
by (used in) operating activities:
Depreciation and amortization 489 536
Loss on disposition of assets 13 0
Provision for lost coolers 9 9
Noncash charges 19 9
Deferred income tax expense (benefit) 0 0
Affect of net changes in operating accounts:
Accounts receivable, net 93 (122)
Inventory 14 (22)
Prepaid expenses 169 94
Other assets (38) (30)
Accounts payable (4) 154
Customer deposits, accrued liabilities, and other current liabilities (145) 202
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Net cash provided by (used in) operating activities 513 730
Cash flows from investing activities:
Additions to property and equipment (109) (839)
Proceeds from fixed asset retirements 8 0
Proceeds from sales of marketable securities 156 0
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Net cash used in investing activities 55 (839)
Cash flows from financing activities:
Proceeds from note payable and long term debt 0 669
Payments on note payable and long term debt (688) (531)
Payments on capital lease obligations (41) (58)
Proceeds from issuance of Common Stock, net 1 3
Proceeds from issuance of Preferred Stock, net 195 0
Dividends on Preferred Stock (92) (45)
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Net cash provided by (used in) financing activities (625) 38
Increase (decrease) in cash and cash equivalents (57) (71)
Cash and cash equivalents, beginning of period 342 316
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Cash and cash equivalents, end of period $ 285 $ 245
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Supplemental cash flow information:
Interest Paid $ 204 $ 174
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Equipment acquired in exchange for long-term debt $ 0 $ 667
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Stock issued for services and settlements of lawsuits $ 19 $ 9
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</TABLE>
The accompanying notes are an integral part of these financial statements.
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GREAT PINES WATER COMPANY, INC.
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 1998
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, 1997
and the notes thereto contained in the Company's Annual Report on Form 10-KSB
for the fiscal year ended December 31, 1997.
The results of operations for the three month period ended June 30, 1998, 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 June
30, 1998, 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 June 30, 1998, 160,000 of these options are
exercisable and 31,150 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 June 30, 1998,
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 June 30, 1998, 14,000 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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Board of Directors. The Board of Directors determines, subject to the
provisions of the Incentive Plan, the employees to whom incentives are
awarded. The Board of Directors 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 Board of Directors
will also determine the prices, expiration dates and other material features
of the incentive awards. As of June 30, 1998, 66,362 shares of common stock
were issued under the Incentive Plan to consultants, and 7,826 shares of
common stock were issued under the Incentive Plan to employees as stock
bonuses. As of June 30, 1998, stock options to acquire 115,867 shares of the
Company's common stock have been granted under the Incentive Plan at exercise
prices of $2.6875 to $7.375 per share. The options are exercisable beginning
October 26, 1995 through December 1, 2001. As of June 30, 1998, 36,667 of
these options are exercisable and 4,166 options had been exercised.
NOTE C - SHAREHOLDERS' EQUITY
In January 1998, the Company issued 744 shares of common stock to an
employee under the Company's 1995 Incentive Stock Plan for a stock bonus.
Costs of $3,600 were expensed as wages.
In March 1998, the Company issued 2,014 shares of common stock to employees
under the Company's 1995 Incentive Stock Plan for stock bonuses. Costs of
$7,800 were expensed as wages.
In March 1998, the Company issued 600 shares of common stock to an employee
under the Company's 1993 Stock Option Plan for exercised vested options.
In April 1998, the Company issued 1,892 shares of common stock to employees
under the Company's 1995 Incentive Stock Plan for stock bonuses. Costs of
$7,800 were expensed as wages.
In May 1998 the Company issued 1,200 shares of the Company's common stock to
holders of 50 shares of Series A Preferred Stock for the exercise of their
conversion options. As of June 30, 1998, 2,100 shares of the Company's
Series A Preferred Stock were outstanding.
During December 1997, the Company started a private placement of 21,000
shares of Series C 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 December 1, 1998, in
whole or in part, at the option of the Company, at redemption prices that
will decline from $106 per share on December 1, 1998 to $100 per share on May
1, 2000, at a rate of $1 per three-month period, plus any accrued and unpaid
dividends through the redemption date. During the six month period ended June
30, 1998, 2,300 shares of the Company's Series C Preferred Stock were issued.
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. The growth in
customer accounts has been accompanied by increased revenues. 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/Fort
Worth 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.
5
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Commissions and other selling costs 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 as variable.
Transportation expenses include lease expense, fuel, insurance, and repair
and maintenance expenses associated with the delivery trucks and vans.
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 currently provides an estimate of the cost of dispensers which
are lost or stolen as a reduction of fixed assets.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1998 AND 1997
Revenues for the three month period ended June 30, 1998 (the "Second Quarter
of 1998") increased 8% to $2,438,000 from $2,263,000 for the three month
period ended June 30, 1997 (the "Second Quarter of 1997"). The principal
reason for the increase in revenues was the increase in the number of
customer accounts from the Second Quarter of 1997 to the Second Quarter of
1998.
Operating costs decreased, as a percentage of sales, to 18% or $436,000 in
the Second Quarter of 1998 from 20% or $447,000 in the Second Quarter of
1997. This is primarily due to a decrease in cost of sales for sodas and
fruit juices which were discontinued during 1997.
Transportation costs increased, as a percentage of sales, to 23% or $553,000
in the Second Quarter of 1998 from 22% or $491,000 in the Second Quarter of
1997. The increase in transportation expenses is primarily due to an increase
in drivers.
Depreciation and amortization costs decreased, as a percentage of sales, to
10% or $242,000 in the Second Quarter of 1998 from 12% or $267,000 in the
Second Quarter of 1997. The decrease is primarily due to an increase in
sales, by certain fixed assets of the Company becoming fully depreciated for
book purposes during 1997, and by the estimated useful life of coolers being
extended from ten to twelve years during 1997.
Commissions and other selling costs remained the same, as a percentage of
sales, at 20% or $486,000 in the Second Quarter of 1998 from 20% or $443,000
in the Second Quarter of 1997. There was a reduction of telemarketing
expenses, partially offset by an increase in outside sales expenses.
Management's policy is to use all available cash from operations and
financing activities after debt service for its marketing activities.
General and administrative expenses increased, as a percentage of sales, to
27% or $670,000 in the Second Quarter of 1998 from 22% or $491,000 in the
Second Quarter of 1997. This is primarily due to an increase in executive
compensation, coupled with an increase in corporate administrative costs.
Interest expense remained the same, as a percentage of sales, at 4% or
$102,000 in the Second Quarter of 1998 from 4% or $87,000 in the Second
Quarter of 1997. This is primarily due to additions of long term debt during
1997, partially offset by an increase in sales.
The Company reported a loss after income taxes of $98,000 in the Second
Quarter of 1998 compared to a income after taxes of $14,000 in the Second
Quarter of 1997. The reduction to income was primarily due to increased
general and administrative expenses and increased dividends on preferred
stock, partially offset by increased revenues.
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SIX MONTHS ENDED JUNE 30, 1998 AND 1997
Revenues for the six month period ended June 30, 1998 increased 9% to
$4,481,000 from $4,120,000 during the six month period ended June 30, 1997.
The principal reason for the increase in revenues was the increase in the
number of customer accounts.
Operating costs decreased, as a percentage of sales, to 18% or $821,000
during the six month period ended June 30, 1998 from 20% or $816,000 during
the six month period ended June 30, 1997. This is primarily due to a
decrease in cost of sales for sodas and fruit juices which were discontinued
during 1997.
Transportation costs remained the same, as a percentage of sales, at 23% or
$1,053,000 during the six month period ended June 30, 1998 from 23% or
$953,000 during the six month period ended June 30, 1997.
Depreciation and amortization costs decreased, as a percentage of sales, to
11% or $489,000 during the six month period ended June 30, 1998 from 13% or
$536,000 during the six month period ended June 30, 1997. The decrease is
primarily due to an increase in sales, by certain fixed assets of the Company
becoming fully depreciated for book purposes during 1997, and by the
estimated useful life of coolers being extended from ten to twelve years
during 1997.
Commissions and other selling costs decreased, as a percentage of sales, to
18% or $811,000 during the six month period ended June 30, 1998 from 19% or
$763,000 during the six month period ended June 30, 1997. The decrease was
primarily due to a reduction of telemarketing expenses, partially offset by
an increase in outside sales expenses. Management's policy is to use all
available cash from operations and financing activities after debt service
for its marketing activities.
General and administrative expenses increased, as a percentage of sales, to
27% or $1,214,000 during the six month period ended June 30, 1998 from 24% or
$979,000 during the six month period ended June 30, 1997. This is primarily
due to an increase in executive compensation.
Interest expense increased, as a percentage of sales, to 5% or $204,000
during the six month period ended June 30, 1998 from 4% or $173,000 during
the six month period ended June 30, 1997. This is primarily due to additions
of long term debt during 1997, partially offset by an increase in sales.
The Company reported a loss after income taxes of $198,000 during the six
month period ended June 30, 1998 compared to a loss after taxes of $145,000
during the six month period ended June 30, 1997. The reduction to income was
primarily due to increased general and administrative expenses and increased
dividends on preferred stock, partially offset by increased revenues.
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 six month period ended June
30, 1998 and the six month period ended June 30, 1997 was $513,000 and
$730,000 respectively. The decrease is primarily due to reduction of
customer deposits, partially offset by a reduction in accounts receivable.
During the six month period ended June 30, 1998, the Company made capital
expenditures of $109,000 for plant equipment, water bottles and truck
improvements.
As of June 30, 1998, the Company's long-term debt amounted to $91,000 in bank
debt, $2,957,000 in vendor financing and $317,000 in convertible subordinated
debt. The Company has capital lease commitments of $33,000.
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
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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
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. Through June 30, 1998, the Company has not recorded any
amounts in the financial statements related to these damages. Liqui-Box had
net sales of $152.4 million for the year ended December 28, 1996. It is
publicly traded under the ticker symbol LIQB.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
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<S> <C>
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 September 30, 1997 is
incorporated herein by reference.
3.5 Certificate of Designation, Preferences, Rights and Limitations
of Series C Preferred Stock, $1.00 Par Value of Great Pines Water
Company, Inc. Exhibit 3.5 to the Company's annual report on Form
10-KSB for the fiscal year ended December 31, 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.
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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 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.
99.1 Press Release dated July 28, 1998. Exhibit 99.1 to the Company's
report on Form 8-K dated July 28, 1998 is incorporated herein by
reference.
</TABLE>
(b) Reports on Form 8-K:
The Company filed no current reports on Form 8-K during the quarter ended
June 30, 1998. The Company filed a report on Form 8-K dated July 28, 1998.
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: August 14, 1998 By: Kevin F. Vigneaux
------------------------------------
Kevin F. Vigneaux
Chief Financial Officer and Treasurer
(Principal Financial and Accounting
Officer)
10
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