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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Crystal Rock Holdings Class A | AMEX:CRVP | AMEX | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.9652 | 0 | 01:00:00 |
Delaware
|
|
03-0366218
|
(State or other jurisdiction of
|
|
(I.R.S. Employer
|
incorporation or organization)
|
|
Identification No.)
|
|
|
|
1050 Buckingham St., Watertown, CT | 06795 | |
(Address of principal executive offices) | (Zip Code) | |
Large accelerated filer _____
|
Accelerated filer _____
|
Non-accelerated filer _____
|
Smaller reporting company
X
|
(Do not check if smaller reporting company)
|
|
Class
|
|
Shares outstanding at
|
Common Stock, $.001 Par Value
|
|
March 10, 2017
|
|
|
21,358,411
|
Page | ||
PART I - FINANCIAL INFORMATION
|
||
Item 1. | Financial Statements. | |
Consolidated Balance Sheets as of | ||
January 31, 2017 and October 31, 2016 | 3 | |
|
|
|
Consolidated Statements of Operations | ||
for the Three Months Ended January 31, 2017 and | ||
2016 | 4 | |
|
||
|
Consolidated Statements of | |
Comprehensive Loss for the Three Months | ||
Ended January 31, 2017 and 2016 | 5 | |
|
||
Consolidated Statements of Cash Flows | ||
for the Three Months Ended January 31, | ||
2017 and 2016 | 6 | |
|
||
|
Notes to Consolidated Financial | |
Statements | 7-14 | |
Item 2.
|
Management's Discussion and Analysis of
|
|
Financial Condition and Results of | ||
Operations. | 15-19 | |
Item 3.
|
Quantitative and Qualitative Disclosures | |
About Market Risk. | 20 | |
|
||
Item 4. | Controls and Procedures. |
20
|
PART II - OTHER INFORMATION
|
||
Item 1.
|
Legal Proceedings.
|
21 |
Item 1A.
|
Risk Factors.
|
21 |
Item 2.
|
Unregistered Sales of Equity Securities and
|
|
Use of Proceeds.
|
21 | |
Item 3. | Defaults Upon Senior Securities. | 21 |
Item 4. | Mine Safety Disclosures. | 21 |
Item 5. | Other Information. | 21 |
Item 6. | Exhibits. | 21-22 |
SIGNATURE
|
23 |
CRYSTAL ROCK HOLDINGS, INC. AND SUBSIDIARY
|
||||||||
CONSOLIDATED BALANCE SHEETS
|
||||||||
January 31,
|
October 31,
|
|||||||
2017
|
2016
|
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$
|
3,371,042
|
$
|
5,553,815
|
||||
Accounts receivable, trade - net of reserve of $221,016 and
|
||||||||
$268,711 for 2017 and 2016, respectively
|
7,716,091
|
8,022,952
|
||||||
Inventories, net
|
2,261,356
|
2,061,713
|
||||||
Other current assets
|
818,455
|
901,374
|
||||||
TOTAL CURRENT ASSETS
|
14,166,944
|
16,539,854
|
||||||
PROPERTY AND EQUIPMENT - net
|
6,752,119
|
6,768,185
|
||||||
OTHER ASSETS:
|
||||||||
Goodwill
|
12,156,790
|
12,156,790
|
||||||
Other intangible assets - net
|
1,323,357
|
1,493,694
|
||||||
Deferred tax asset
|
692,373
|
692,373
|
||||||
Other assets
|
264,473
|
278,633
|
||||||
TOTAL OTHER ASSETS
|
14,436,993
|
14,621,490
|
||||||
TOTAL ASSETS
|
$
|
35,356,056
|
$
|
37,929,529
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Current portion of long term debt
|
$
|
1,599,996
|
$
|
1,599,996
|
||||
Accounts payable
|
2,205,874
|
3,268,951
|
||||||
Accrued expenses
|
2,061,628
|
3,087,566
|
||||||
Current portion of customer deposits
|
646,844
|
647,460
|
||||||
Current portion of unrealized loss on derivatives, net
|
10,317
|
24,793
|
||||||
TOTAL CURRENT LIABILITIES
|
6,524,659
|
8,628,766
|
||||||
Long term debt, less current portion
|
7,733,344
|
8,133,343
|
||||||
Deferred tax liability
|
4,472,100
|
4,472,100
|
||||||
Subordinated debt
|
9,000,000
|
9,000,000
|
||||||
Customer deposits, less current portion
|
2,528,925
|
2,529,300
|
||||||
Long term portion of unrealized loss on derivatives
|
-
|
7,660
|
||||||
TOTAL LIABILITIES
|
30,259,028
|
32,771,169
|
||||||
COMMITMENTS AND CONTINGENCIES
|
||||||||
STOCKHOLDERS' EQUITY:
|
||||||||
Common stock - $.001 par value, 50,000,000 authorized shares,
|
||||||||
21,960,229 issued and 21,358,411 outstanding shares as of
|
||||||||
January 31, 2017 and October 31, 2016
|
21,960
|
21,960
|
||||||
Additional paid in capital
|
58,464,742
|
58,464,742
|
||||||
Treasury stock, at cost, 601,818 shares as of January 31, 2017
|
||||||||
and October 31, 2016
|
(900,360
|
)
|
(900,360
|
)
|
||||
Accumulated deficit
|
(52,483,123
|
)
|
(52,408,509
|
)
|
||||
Accumulated other comprehensive loss
|
(6,191
|
)
|
(19,473
|
)
|
||||
TOTAL STOCKHOLDERS' EQUITY
|
5,097,028
|
5,158,360
|
||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
35,356,056
|
$
|
37,929,529
|
CRYSTAL ROCK HOLDINGS, INC. AND SUBSIDIARY
|
||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||||||
Three months ended January 31,
|
||||||||
2017
|
2016
|
|||||||
(unaudited)
|
||||||||
NET SALES
|
$
|
14,650,146
|
$
|
16,131,560
|
||||
COST OF GOODS SOLD
|
6,956,412
|
8,542,117
|
||||||
GROSS PROFIT
|
7,693,734
|
7,589,443
|
||||||
OPERATING EXPENSES:
|
||||||||
Selling, general and administrative expenses
|
7,171,804
|
6,948,863
|
||||||
Advertising expenses
|
119,439
|
135,969
|
||||||
Amortization
|
170,337
|
159,272
|
||||||
Gain on disposal of property and equipment
|
-
|
(3,300
|
)
|
|||||
TOTAL OPERATING EXPENSES
|
7,461,580
|
7,240,804
|
||||||
INCOME FROM OPERATIONS
|
232,154
|
348,639
|
||||||
OTHER EXPENSE:
|
||||||||
Interest
|
350,590
|
397,445
|
||||||
LOSS BEFORE INCOME TAXES
|
(118,436
|
)
|
(48,806
|
)
|
||||
INCOME TAX BENEFIT
|
(43,822
|
)
|
(19,278
|
)
|
||||
NET LOSS
|
$
|
(74,614
|
)
|
$
|
(29,528
|
)
|
||
NET LOSS PER SHARE - BASIC
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
||
NET LOSS PER SHARE - DILUTED
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
||
WEIGHTED AVERAGE SHARES USED IN COMPUTATION - BASIC
|
21,358,411
|
21,358,411
|
||||||
WEIGHTED AVERAGE SHARES USED IN COMPUTATION - DILUTED
|
21,358,411
|
21,358,411
|
CRYSTAL ROCK HOLDINGS, INC. AND SUBSIDIARY
|
||||||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
|
||||||||
Three months ended January 31,
|
||||||||
2017
|
2016
|
|||||||
(Unaudited)
|
||||||||
NET LOSS
|
$
|
(74,614
|
)
|
$
|
(29,528
|
)
|
||
OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX:
|
||||||||
Cash Flow Hedges:
|
||||||||
Unrealized gain (loss) on derivatives designated as cash flow hedges
|
13,282
|
(27,726
|
)
|
|||||
Other Comprehensive Income (Loss), net of tax
|
13,282
|
(27,726
|
)
|
|||||
TOTAL COMPREHENSIVE LOSS
|
$
|
(61,332
|
)
|
$
|
(57,254
|
)
|
CRYSTAL ROCK HOLDINGS, INC. AND SUBSIDIARY
|
||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||
Three months ended January 31,
|
||||||||
2017
|
2016
|
|||||||
(Unaudited)
|
||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net loss
|
$
|
(74,614
|
)
|
$
|
(29,528
|
)
|
||
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
|
||||||||
Depreciation
|
654,427
|
681,764
|
||||||
Provision for bad debts on accounts receivable
|
89,129
|
48,654
|
||||||
Amortization
|
170,337
|
159,272
|
||||||
Non cash interest expense
|
-
|
276,480
|
||||||
Gain on disposal of property and equipment
|
-
|
(3,300
|
)
|
|||||
Non cash share-based compensation
|
-
|
(1,580
|
)
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
217,732
|
414,294
|
||||||
Inventories
|
(199,643
|
)
|
92,765
|
|||||
Other current assets
|
74,065
|
181,911
|
||||||
Other assets
|
14,160
|
-
|
||||||
Accounts payable
|
(1,063,077
|
)
|
(56,636
|
)
|
||||
Accrued expenses
|
(1,025,938
|
)
|
(551,656
|
)
|
||||
Customer deposits
|
(991
|
)
|
23,656
|
|||||
NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES
|
(1,144,413
|
)
|
1,236,096
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Purchase of property and equipment
|
(638,361
|
)
|
(395,638
|
)
|
||||
Proceeds from sale of property and equipment
|
-
|
3,300
|
||||||
NET CASH USED IN INVESTING ACTIVITIES
|
(638,361
|
)
|
(392,338
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Principal payments on debt
|
(399,999
|
)
|
(399,999
|
)
|
||||
NET CASH USED IN FINANCING ACTIVITIES
|
(399,999
|
)
|
(399,999
|
)
|
||||
NET (DECREASE) INCREASE IN CASH
|
(2,182,773
|
)
|
443,759
|
|||||
CASH AND CASH EQUIVALENTS - beginning of period
|
5,553,815
|
3,091,471
|
||||||
CASH AND CASH EQUIVALENTS - end of period
|
$
|
3,371,042
|
$
|
3,535,230
|
||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||
Cash paid for interest
|
$
|
371,800
|
$
|
112,720
|
||||
Cash paid for taxes
|
$
|
249,850
|
$
|
6,450
|
||||
NON-CASH FINANCING AND INVESTING ACTIVITIES:
|
||||||||
Accrued interest added to subordinated debt principal
|
$
|
-
|
$
|
276,480
|
1. |
BASIS OF PRESENTATION
|
January 31, 2017
|
October 31, 2016
|
|||||||||||||||||||||||
Gross Carrying Amount
|
Accumulated Amortization
|
Wgt. Avg. Amort. Years
|
Gross Carrying Amount
|
Accumulated Amortization
|
Wgt. Avg. Amort. Years
|
|||||||||||||||||||
Amortized Intangible Assets:
|
||||||||||||||||||||||||
Covenants Not to Compete
|
$
|
2,536,488
|
$
|
2,460,558
|
1.63
|
$
|
2,536,488
|
$
|
2,444,293
|
1.80
|
||||||||||||||
Customer Lists
|
10,313,819
|
9,363,125
|
1.80
|
10,313,819
|
9,217,143
|
2.02
|
||||||||||||||||||
Other Identifiable Intangibles
|
608,393
|
311,660
|
22.80
|
608,393
|
303,570
|
23.04
|
||||||||||||||||||
Total
|
$
|
13,458,700
|
$
|
12,135,343
|
$
|
13,458,700
|
$
|
11,965,006
|
January 31,
|
October 31,
|
|||||||
2017
|
2016
|
|||||||
Finished Goods
|
$
|
2,282,759
|
$
|
2,117,241
|
||||
Raw Materials
|
182,993
|
178,134
|
||||||
Inventory reserve
|
(204,396
|
)
|
(233,662
|
)
|
||||
Total Inventories
|
$
|
2,261,356
|
$
|
2,061,713
|
Instrument
|
Notional Amount
|
Pay Rate
|
Receive Rate
|
|||||||||
Interest rate swap
|
$
|
4,666,668
|
1.25
|
%
|
0.77
|
%
|
Before-Tax
|
Tax Benefit
|
Net-of-Tax
|
||||||||||
Three Months Ended January 31, 2016
|
||||||||||||
Loss on interest rate swap
|
$
|
(51,043
|
)
|
$
|
20,417
|
$
|
(30,626
|
)
|
||||
Reclassification adjustment for loss in income
|
4,833
|
(1,933
|
)
|
2,900
|
||||||||
Net unrealized loss
|
$
|
(46,210
|
)
|
$
|
18,484
|
$
|
(27,726
|
)
|
||||
Three Months Ended January 31, 2017
|
||||||||||||
Gain on interest rate swap
|
$
|
15,121
|
$
|
(6,048
|
)
|
$
|
9,073
|
|||||
Reclassification adjustment for loss in income
|
7,015
|
(2,806
|
)
|
4,209
|
||||||||
Net unrealized gain
|
$
|
22,136
|
$
|
(8,854
|
)
|
$
|
13,282
|
Level 1
|
Level 2
|
Level 3
|
||||||||||
Liabilities:
|
||||||||||||
January 31, 2017
|
||||||||||||
Unrealized loss on derivatives
|
$
|
-
|
$
|
10,317
|
$
|
-
|
||||||
October 31, 2016
|
||||||||||||
Unrealized loss on derivatives
|
$
|
-
|
$
|
32,453
|
$
|
-
|
§
|
In the “float” model, the rate reflects where the market expects LIBOR to be for the respective period and is based on the Eurodollar futures market.
|
§
|
The discount factor is a function of the volatility of LIBOR.
|
Three Months Ended
January 31,
|
||||||||
2017
|
2016
|
|||||||
Net Loss
|
$
|
(74,614
|
)
|
$
|
(29,528
|
)
|
||
Denominator:
|
||||||||
Basic Weighted Average Shares Outstanding
|
21,358,411
|
21,358,411
|
||||||
Dilutive effect of Stock Options
|
-
|
-
|
||||||
Diluted Weighted Average Shares Outstanding
|
21,358,411
|
21,358,411
|
||||||
Basic Loss Per Share
|
$
|
(.00
|
)
|
$
|
(.00
|
)
|
||
Diluted Loss Per Share
|
$
|
(.00
|
)
|
$
|
(.00
|
)
|
(1)
|
the potential adverse effect of climate changes and severe weather,
|
(2)
|
the outstanding debt levels may adversely impact the business profitability and ability to finance future expansion, and
|
(3)
|
the cost pressures related to commodities affecting our business. |
Product Line
(000’s $)
|
2017
|
2016
|
Difference
|
% Diff.
|
||||||||||||
Water
|
$
|
6,520
|
$
|
6,148
|
$
|
372
|
6
|
%
|
||||||||
Coffee
|
2,700
|
2,922
|
(222
|
)
|
(8
|
%)
|
||||||||||
Refreshment
|
2,049
|
2,369
|
(320
|
)
|
(14
|
%)
|
||||||||||
Equipment Rental
|
1,779
|
1,791
|
(12
|
) |
(1
|
%)
|
||||||||||
Office Products |
1,127
|
2,479
|
(1,352
|
)
|
(5 | %) | ||||||||||
Other
|
475
|
423
|
52
|
12
|
%
|
|||||||||||
Total
|
$
|
14,650
|
$
|
16,132
|
$
|
(1,482
|
)
|
(9
|
%)
|
Instrument
|
Notional Amount
|
Pay Rate
|
Receive Rate
|
|||||||||
Interest rate swap
|
$
|
4,666,668
|
1.25
|
%
|
0.77
|
%
|
Payment due by Period
|
||||||||||||||||||||
Contractual Obligations
|
Total
|
Remainder
of 2017
|
2018-2019
|
2020-2021
|
After 2020
|
|||||||||||||||
Debt (1)
|
$
|
18,333,000
|
$
|
1,200,000
|
$
|
3,200,000
|
$
|
13,933,000
|
$
|
-
|
||||||||||
Interest on Debt (2)
|
5,089,000
|
1,038,000
|
2,615,000
|
1,436,000
|
-
|
|||||||||||||||
Operating Leases
|
9,675,000
|
2,291,000
|
4,669,000
|
2,589,000
|
126,000
|
|||||||||||||||
Total
|
$
|
33,097,000
|
$
|
4,529,000
|
$
|
10,484,000
|
$
|
17,958,000
|
$
|
126,000
|
(1)
|
Interest based on 50% of outstanding senior debt at the hedged interest rate discussed above, 50% of outstanding senior debt at a variable rate of 3.27%, line of credit at a rate of 3.02%, and subordinated debt at a rate of 12%.
|
(2)
|
Customer deposits have been excluded from the table. Deposit balances vary from period to period with water sales but future increases and decreases in the balances are not accurately predictable. Deposits are excluded because, net of periodic additions and reductions, it is probable that a customer deposit balance will always be outstanding as long as the business operates.
|
|
Exhibit
Number
|
Description
|
3.1 |
Certificate of Incorporation (Incorporated by reference to Exhibit B to Appendix A to our registration statement on Form S-4, File No. 333-45226, filed with the SEC on September 6, 2000)
|
3.2 |
Certificate of Amendment of Certificate of Incorporation (Incorporated by reference to Exhibit 4.2 of our current report on Form 8-K, filed with the SEC on October 19, 2000)
|
3.3 |
Certificate of Ownership and Merger of Crystal Rock Holdings, Inc. with and into Vermont Pure Holdings, Ltd.
(Incorporated by reference to Exhibit 3.1 to our current report on Form 8-K, filed with the SEC on May 6, 2010)
|
3.4 |
By-laws, as amended (Incorporated by reference to Exhibit 3.2 to our report on Form 8-K, filed with the SEC on April 2, 2010)
|
31.1 |
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2 |
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1 |
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101 |
Interactive Data Files regarding (a) our Consolidated Balance Sheets as of January 31, 2017 and October 31, 2016, (b) our Consolidated Statements of Operations for the Three Months Ended January 31, 2017 and 2016, (c) our Consolidated Statements of Comprehensive Loss for the Three Months Ended January 31, 2017 and 2016, (d) our Consolidated Statements of Cash Flows for the Three Months Ended January 31, 2017 and 2016, and (e) the Notes to such Consolidated Financial Statements.
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Dated:
March 16, 2017
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CRYSTAL ROCK HOLDINGS, INC.
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By:
/s/ David Jurasek
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David Jurasek
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Chief Financial Officer/Treasurer | |
(Principal Accounting Officer and | |
Principal Financial Officer) | |
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Exhibit
Number
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Description
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31.1 |
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2 |
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1 |
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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101 |
Interactive Data Files regarding (a) our Consolidated Balance Sheets as of January 31, 2017 and October 31, 2016, (b) our Consolidated Statements of Operations for the Three Months Ended January 31, 2017 and 2016, (c) our Consolidated Statements of Comprehensive Loss for the Three Months Ended January 31, 2017 and 2016, (d) our Consolidated Statements of Cash Flows for the Three Months Ended January 31, 2017 and 2016, and (e) the Notes to such Consolidated Financial Statements.
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