ITEM 1. BUSINESS.
The Company bottles, markets and distributes natural spring water under the Eldorado Artesian Spring Water brand. The Company also markets and distributes organic vitamin charged spring water under the Eldorado Artesian Spring Water brand. The Company distributes to businesses, homes and offices using its own trucks for distribution primarily in Colorado. The Company also distributes directly to regional warehouses for major grocery store chains and distribution companies.
Industry Background
Bottled water is perceived by many consumers as being a healthy, natural beverage, and this perception has driven demand for this product among many consumers. Recently, reports have been released that show that many water systems in America are contaminated with the residual waste of pharmaceutical drugs, caffeine, steroids and countless other chemicals that are nearly impossible for the municipal treatment systems today to eliminate from the water supply. Further fuel to the water market was provided by the rising health consciousness of people in general, as they have turned away from high caloric and alcoholic beverages in favor of products that are perceived as natural and beneficial.
Bottles used for the smaller packaging, typically in sizes 1.5 liters and smaller, are made of polyethylene terephtalate (PET), a premium clear plastic. These bottles are commonly referred to in the beverage industry as PET bottles. The PET market has been driven by manufacturers who sell their water in smaller, more portable sizes, which are sold at retail and intended to fit the active lifestyles of bottled water consumers. The PET category has been the driving force behind the explosive growth in bottled water consumption. It is the most competitive market, dominated by four of the largest food and beverage companies in the world.
While much of the bottled water market is still highly fragmented and controlled by local brands, consolidation is rapidly occurring, as four companies have come to dominate much of the market. Larger multi-national companies have been active in acquisitions of smaller more regional bottled water companies. Coca-Cola (Dasani) and PepsiCo (Aquafina) have both been successful in producing and marketing their own brands, creating much competition for the smaller regional producers that typically have higher costs of production and distribution.
Company Background
The primary business of the Company is the bottling and sale of spring water from springs located in Eldorado Springs, Colorado on property owned by the Company. In addition to real property, the wells and springs thereon, and water rights, the Company owns a bottling plant in Louisville, Colorado (including a building and bottling equipment), associated containers and equipment, resort buildings, a residential home, and an outdoor swimming pool which are located on the property in Eldorado Springs, Colorado.
The Company began operations by delivering 5 gallon bottles and renting equipment to homes and offices as well as delivering 1 gallon bottles to retailers. In 1994, the Company introduced the 1.5 liter bottle, which was followed, in 1995, with the 1.0 liter, 0.5 liter and 24 ounce bottles.
The Company bottles the same natural spring water that emanates from the source in Eldorado Springs, Colorado. The Company also utilizes additional high speed bottling equipment that is utilized at the Louisville warehouse. By utilizing high speed equipment, and the additional warehouse, bottling and office space, the Company has been able to realize benefits in increased bottling speeds as well as efficiencies in transporting and storing raw materials and finished goods.
The Company has reacted to consumer demands by adding additional products to its service and delivery operations. In order to handle competition from other companies, the Company added filtration products in July 2003. Currently, the Company services approximately 700 filter accounts.
In October 2005, the Company added coffee products and coffee equipment as products to be delivered off of existing route vehicles. The coffee is provided by Green Mountain Coffee Roasters utilizing their various coffee brands to be delivered by our employees. Coffee has been integrated into the Company’s current distribution channel and is a product that is counter-seasonal to water. The Company obtained the initial customers utilizing leads from the existing account base as well as new customers from sales personnel. The Company expects to continue to grow the coffee sector of the business.
In September 2007, the Company introduced a line of Organic Vitamin Charged spring water. The beverage industry has been influenced by the Enhanced segment of the beverage market. The Company believes the Organic Vitamin Charged spring water will compete based on the organic ingredients, superior taste and brand recognition in the Colorado area where we currently distribute our water products. The Company continues to try and grow the distribution of this product off of existing delivery vehicles as well as through other independent distribution companies.
Water Source and Bottling
When we purchased the Eldorado Springs property in 1983, included in the purchase of the real estate were certain water rights that had been decreed for the water sources located on the property. We have the right to beneficially use the water derived from the sources of water that are the subject of the decreed water rights, unless there is a call being made downstream from our location by a water right that is senior to ours. A senior water right would be obtained by those that applied water to a beneficial use prior to the uses associated with our water sources. Because the Eldorado Springs area was not developed until the early 1900’s there are many senior water rights that could place a call on the stream and unless we have a recognized replacement source of water or a decreed Augmentation Plan we would be forced to stop using the water from our sources.
We had previously enrolled in a replacement water subscription service known as GASP (Groundwater Appropriators of the South Platte) as a means of providing replacement water to the stream system at times when we withdrew water from our sources when we were not in priority. However, during the drought in 2002, GASP was unable to make all of the replacements for which they were obligated. Therefore, the State of Colorado determined that GASP would no longer be a recognized source of replacement water. This determination by the state meant that we would have to obtain other sources of replacement or augmentation water if we continued to withdraw water from our sources while not in priority.
Because demand for our spring water exists on a year round basis, we require a replacement water source that can be delivered to the stream at any time during the year. We were able to purchase shares of stock of the Farmer’s Reservoir and Irrigation Company (FRICO) - Marshall Division. Each share entitles us to the use of a pro rata portion of the water belonging to FRICO as operated pursuant to state regulations that govern what are known as Mutual Ditch Companies. Marshall Reservoir is located in close proximity to our water sources in Eldorado Springs and because the water is stored it is able to be released upon demand to meet our obligations.
The water represented by our shares in the FRICO system had been historically used for irrigating croplands. This meant that, in addition to obtaining a decreed augmentation plan from the Colorado Water Court, we had to obtain a change of use decree in order to use the water for replacing our withdrawals as part of the Augmentation Plan. The Water Court of the State of Colorado entered a Decree on April 16, 2013 approving the change in water right and the terms and conditions of our Augmentation Plan, subject to the retained jurisdiction clauses normally associated with such actions. The Decree allows us to use the water represented by our FRICO shares as augmentation water to replace our out of priority withdrawals from our springs and other sources. It also established the conditions under which we can add other sources of water to the Plan for use as additional replacement water. It is possible that our ability to withdraw water from our springs in a particular year may be limited if the water associated with our FRICO shares under drought conditions is not sufficient to meet all of our replacement requirements. Because drought is an ever present possibility in our location, we will continue to seek additional sources of replacement and augmentation water to add to our Augmentation Plan.
Products
The Company is principally in the business of selling bottled artesian spring water. Sales of the Company's water have historically been made by selling five gallon and three gallon bottles of water directly to homes and businesses, retail grocery stores and distributors located in Colorado. The Company also sells its water at wholesale to retail food stores (grocery chains), by packaging the water into smaller, more convenient sizes which are suitable for retail distribution. The Company rents coolers to customers to dispense the bottled water. The Company also rents and sells filtration equipment to customers for home and office accounts. The Company added coffee and coffee equipment to its product mix delivered to customers from route delivery vehicles. The coffee is packaged by Green Mountain Coffee Roasters and is delivered by the Company’s employees. The Company’s water bottling operation accounted for approximately 98% of the Company’s revenues for the fiscal year ended March 31, 2013. The Company added a line of organic vitamin charged spring water to the product line and those products were available for distribution in September 2007. Additionally, in Eldorado Springs, the Company owns and operates a resort on its property during the summer months and rents a single-family home.
Sales and Distribution
Home/Commercial Delivery Business
Direct delivery of bottled water to homes and businesses has historically been the focus of the Company’s business. The Company’s bottled water delivery business primarily consists of the sale of five gallon and three gallon containers of water to customers who lease water dispensers from the Company. The Company delivers these bottles directly to customers using trucks owned or leased by the Company. The Company’s delivery sales are made primarily in the Denver/Boulder, Colorado metropolitan area (but also in selected other cities along the front range). As of March 31, 2013, the Company had approximately 14,400 active delivery accounts, and the delivery business currently accounts for roughly 62% of the Company's revenues. Of the five and three gallon accounts, approximately 50% were home accounts and 50% were commercial accounts.
PET Packaging/Retail Distribution Business
The PET business consists principally of the wholesale distribution of the Company’s PET products to grocery store chains with operations primarily in Colorado. The Company uses its own trucks to deliver its PET water products to grocery customers’ warehouses in the Denver metropolitan area. From there, the water is shipped to customers’ grocery stores throughout Colorado. In addition, because some of the grocery customers’ warehouse distribution extends beyond the State of Colorado, the Company receives some distribution at these customers’ grocery stores located in New Mexico, Wyoming, Kansas, Utah, Oklahoma and Texas.
Marketing
The Company focuses on three major areas in marketing its products: five gallon and three gallon sales, small package products, and brand name recognition.
The five gallon and three gallon products are primarily sold through the acquisition of new accounts attracted by personal sales representatives at local events strategically located throughout the area. The efforts of the staff are augmented by yellow pages, the Company’s web site, radio, and occasional television advertisements and by product donation to local events.
The smaller packages and the organic vitamin charged spring water, which are sold principally through retail chain stores, are effectively marketed by using point of purchase inducements to gain new trial customers, usually in the form of discounts in price in conjunction with signage.
The Company attempts to build brand name awareness by sponsoring or participating in many local events. The Company has been a sponsor of many races and events including the Bolder Boulder 10K race, the Eldorado Springs Cancer Research Run, the Taste of Colorado and many other local events.
Supplies
Water bottled by the Company comes from springs located on the Company's property in Eldorado Springs, Colorado which have been flowing for many years. While the Company could lose rights to the spring water, the Company does not foresee any disruption in the flow of the spring water. The Company currently sources all of its raw materials from outside vendors. Suppliers of the bottles have experienced seasonal shortages resulting from resin shortages. Changes in the supply of the bottles can affect the prices. The Company tries to mitigate possible shortages by maintaining sufficient inventory safety stocks so as not to interrupt production.
Seasonality
Sales tend to be mildly seasonal in the bottled water business. A ten to fifteen percent differential in sales is normally experienced between the peak summer months from May to September and the low winter months from November to March. As a result, revenues tend to be highest in the Company’s first and second fiscal quarters, and somewhat lower in the third and fourth fiscal quarters.
Competition
The bottled water industry has numerous competitors. Generally, the industry is made up of a few large companies (who own multiple brands), smaller companies whose products are distributed only on a regional or local basis and some private label brands. The Company's competitors include more diversified corporations having substantially greater assets and larger sales organizations than the Company, as well as other small firms. The Company's competitors in the local Denver/Boulder area for home and office delivery include Deep Rock and Sierra Springs. The Company also competes in the retail area for the smaller PET packages and the organic vitamin charged spring water with products including Aquafina, Arrowhead, Evian, Deep Rock, Dasani, Vitamin Water, Propel, Snapple and various private label brands. The Company is a smaller regional company compared to the competitors as most of the Company’s products are sold in Colorado. The Company competes on the basis of product quality, customer service, and price. The Company believes that the products' superior taste, competitive pricing and attractive packaging are significant factors in maintaining the Company's competitive position.
Government Regulation
The Company's bottling operations are subject to regulation by the U.S. Food and Drug Administration and the Colorado Department of Public Health and Environment Consumer Protection Division. Weekly product and source bacteriological tests are required, and annual inspections are performed.
The Company is also subject to regulation under the Colorado Primary Drinking Water Regulations and the United States Safe Drinking Water Act. These regulations pertain to the operation of the water utility system owned by the Company that services the town of Eldorado Springs. These regulations are administered by the State of Colorado Health Department Drinking Water Division and regular periodic testing is required for this operation.
The Company operates a swimming pool that is also subject to regulation by the State of Colorado. These regulations are administered by the Boulder County Health Department and require periodic daily testing and agency inspections.
It is the Company's understanding that it is in compliance with these regulations as communicated by representatives of the responsible local agencies. Compliance with the standards and regulations above do not require material expenditures.
Employees
As of March 31, 2013, the Company had 68 full-time employees. During the summer months, the Company employs approximately 14 seasonal employees for the operation of the pool.
ITEM 1A.
ITEM 1A. RISK FACTORS.
As a smaller reporting company, this item is not required.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 2.
ITEM 2. PROPERTIES.
The Company owns property in two locations.
Eldorado Springs, Colorado
The Company owns approximately 42 acres of land in Eldorado Springs, Colorado. The buildings owned by the Company at this location total approximately 12,000 square feet. The Company uses this warehouse space for the fill station for the spring water as well as for storage of products from time to time. The Company also continues to use office space next to the warehouse. As part of the property in Eldorado Springs, the Company owns the wells and springs thereon and certain water rights. The Company owns an outdoor swimming pool that is operated during the summer months. Virtually all of the Company's property in Eldorado Springs is pledged as collateral on Company loan balances.
Louisville, Colorado
In August 2001, the Company purchased a new facility in Louisville, Colorado located approximately 10 miles from Eldorado Springs. This facility is approximately 40,000 square feet. The Company utilizes approximately 9,000 square feet for office space for its corporate headquarters. The facility also serves as the bottling facility and warehouse space for raw and finished materials. The building sits on 6.6 acres owned by the Company. The facility is financed through traditional bank financing.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
There are no material pending legal proceedings to which the Company is a party or to which any of it properties are subject.
ITEM 4.
ITEM 4. Mine Safety Disclosures
Not applicable.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Price of Common Stock
The Company’s common stock is traded in the over-the-counter market on the Nasdaq’s OTC Bulletin Board (“OTCBB”) under the symbol “ELDO.” Corporate Stock Transfer is the Company’s transfer agent and registrar, and is able to respond to inquiries from stockholders on its website: www.corporatestock.com or at its mailing address: 3200 Cherry Creek Drive South, Suite #430, Denver, CO 80209. The quotations presented below reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions. The following table sets forth, for the periods shown, high and low sales prices of our common stock, as quoted by the OTCBB:
The last price at which the Company’s common stock was sold was $0.63 on June 11, 2013.
Holders
The Company had 142 record owners of its common stock as of June 28, 2013.
Dividends
No dividends have been declared or paid to date on the Company's common stock, and the Company does not anticipate paying dividends in the foreseeable future. The Company follows a policy of cash preservation for future use in the business.
Recent Sales of Unregistered Securities
During the year ended March 31, 2013, we did not have any sales of securities in transactions that were not registered under the Securities Act of 1933, as amended, that have not been reported in a Form 8-K or Form 10-Q.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
As a smaller reporting company, this item is not required.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following Management’s Discussion and Analysis (MD&A) is intended to help the reader understand our Company. The MD&A should be read in conjunction with our consolidated financial statements and accompanying notes. The MD&A includes the following sections:
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Forward Looking Statements
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Business Overview
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Results of Operations - Year Ended March 31, 2013 Compared to Year Ended March 31, 2012
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Liquidity and Capital Resources
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Critical Accounting Issues
Forward Looking Statements
This filing contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and the Company intends that such forward-looking statements be subject to the safe harbors created thereby. These forward-looking statements include the plans and objectives of management for future operations, including plans and objectives relating to services offered by and future economic performance of the Company.
The forward-looking statements included herein are based on current expectations that involve a number of risks and uncertainties that might adversely affect the Company’s operating results in the future in a material way. Such risks and uncertainties include but are not limited to the following: availability of debt and equity financing, ability to purchase additional water rights, interest rate fluctuations, effects of regional economic and market conditions, labor and marketing costs, operating costs, packaging costs, intensity of competition and legal claims.
Business Overview
Eldorado Artesian Springs, Inc. is a Colorado based company that is primarily involved in the bottling and marketing of natural artesian spring water. The spring is located in the foothills of the Colorado Rocky Mountains and is surrounded by thousands of acres of state and city park land. The water rises up through many layers of sandstone under its own artesian pressure. Currently, the Company’s operations consist of its home/commercial delivery business (5 and 3 gallon bottles) and its PET (polyethylene terephtalate, a premium clear plastic container) consumer business. The Company also has an organic vitamin charged spring water that is distributed locally off of the Company’s vehicles as well as to regional distribution facilities. The Company’s business includes the sales and rental of filtration and coffee dispensing equipment as well as the sale of coffee. During the summer months, the Company owns and operates a public swimming pool on its property and rents a single-family home on the property year round.
The Company’s headquarters and bottling facility consists of a total of approximately 40,000 square feet in Louisville, Colorado. The water is transported to the facility in stainless steel tanker trucks. Once at the bottling plant, the water is then transferred into stainless steel holding tanks until it is used for bottling.
Results of Operations
Performance Overview - Recent Trends
For the fiscal year ended March 31, 2013, the Company reported an increase in overall revenue of 7%. The increase in revenue was due to overall increase in unit volumes across all categories. The number of home and office accounts increased for the fiscal year ended March 31, 2013 and the total units for many products increased to the retail establishments.
The Company continues to utilize advertising and promotional budgets to help promote various products. The Company has been pursuing ways to offer more sizes of the products off of our own delivery vehicles to increase sales to existing customers.
Overall operating expenses increased 7.4% for the year ended March 31, 2013 as compared to the same period ended March 31, 2012. Operating expenses increased slightly from 68% of sales for the fiscal year ended March 31, 2012 to 68.3% of sales for the fiscal year ended March 31, 2013.
The Company believes that we are in a position to continue to grow in the markets we presently service by offering additional products and utilizing advertising and promotional budgets for promoting the products. We will continue to pursue additional business in new and emerging markets. In addition, we continue to look for ways to decrease operating costs in order to maintain profitability in the future.
Year Ended March 31, 2013 Compared to Year Ended March 31, 2012
Sales
Sales for the year ended March 31, 2013 were $9,875,000 compared to $9,227,182 for the same period ended March 31, 2012, an increase of 7%.
Sales of the products used in the delivery to homes and offices which include 5 and 3 gallons bottles as well as the dispenser units were 57.4% of sales and increased from $5,076,936 for fiscal year 2012 to $5,664,496 for fiscal year 2013, an increase of $587,560 or 11.6%. Total units of 5 and 3 gallon products increased 9.6% from the fiscal year ended March 31, 2012 to the fiscal year ended March 31, 2013 while the average selling price decreased approximately 1%. Total revenues for equipment rentals increased 42.5% from the fiscal year ended March 31, 2012 to the fiscal year ended March 31, 2013. The Company increased the average rental price per unit for the dispenser units. The Company continues to look for additional products to distribute to existing and new customers to increase sales off of existing route vehicles. The Company began offering purified drinking water in the 5 gallon bottles for delivery off of existing route vehicles as a lower cost alternative for customers.
The Company increased filter rental and sales from $196,339 in fiscal year 2012 to $241,627 in fiscal year 2013, an increase of $45,288 or 23.1%. Consumers looking for ways to decrease expenses and are substituting filtration units for the 5 and 3 gallon products. The Company also sells coffee and coffee equipment from our existing route vehicles. Sales for coffee, coffee equipment and accessories increased from $181,682 for the fiscal year ended March 31, 2012 compared to $258,394 for the fiscal year ended March 31, 2013.
Sales of the Company’s PET products (.5 liter to 1.5 liter sizes), including private label products, represented 17.6% of sales for fiscal year 2013 and 16.9% of sales for fiscal year 2012 or $1,737,713 and $1,554,938, respectively. This represented an increase of 11.8%. The Company’s gallon size products were 15.1% of sales or $1,490,169 in fiscal year 2013 compared to 13% of sales or $1,202,580 in fiscal year 2012, an increase of 23.9%. The Company had been providing private label one gallon purified water to one of the largest retailers in the country. As of February 2012, the Company was no longer providing the private label product. However, the Company began providing one gallon branded spring water to the same retailer.
In 2008, the Company began introducing an organic vitamin charged spring water for distribution off of existing route vehicles as well as through major distributors. The product is now available throughout Colorado and in portions of surrounding states. The line of organic vitamin charged spring water is available in Vitamin Cottage, King Soopers (Kroger stores), Costco and Whole Foods. Additionally, the product is available to more than 2,000 other retail outlets, convenience stores and on-premise locations by UNFI and US Food Service distributors. Total gross sales for the organic vitamin charge spring water were $140,443 for the fiscal year 2013 compared to $158,278 for the fiscal year 2012.
Gross Profit/Cost of Goods Sold
Cost of goods sold for fiscal year 2013 were $2,382,806, or 24.1% of sales, compared to $2,492,881, or 27% of sales for fiscal year 2012. Gross profit increased from $6,734,301 or 73% of sales for fiscal year 2012 to $7,492,194 or 75.9% of sales for fiscal year 2012. Overall, gross profit increased 11.3% from the fiscal year ended March 31, 2012.
Cost of goods for the home and office products were $375,787, or 6.6% of 5 and 3 gallon sales for fiscal year 2013, compared to $367,596, or 7.2% of 5 and 3 gallon sales for fiscal year 2012. Cost of goods for the Eldorado brand 1 gallon products were $719,620, or 48.3% of 1 gallon sales for fiscal year 2013, compared to $558,881, or 46.5% of 1 gallon sales for fiscal year 2012. Cost of goods for the PET products were $857,151, or 49.3% of sales for fiscal year 2013, compared to $791,342, or 50.9% of sales for fiscal year 2012. Recently, the cost of goods for the bottles and packaging of the gallon and PET products has decreased resulting in increased gross margin for these categories.
Operating Expenses
Total operating expenses increased to $6,740,602 in fiscal year 2013 from $6,275,016 in fiscal year 2012, an increase of $465,586 or 7.4%. Of the total operating expenses, salaries and related expenses increased to $3,422,318 in fiscal year 2013, or 34.7% of sales, from $3,211,621 in fiscal year 2012, or 34.8% of sales. The increase in salaries and related expenses is due to the increase in overall revenues for the fiscal year 2013.
Administrative and general expenses increased 6.3% to $1,707,923 for fiscal year 2013 as compared to $1,607,173 for fiscal year 2012. The Company has experienced increased costs for health insurance for its employees. Additionally, the Company had additional costs related to professional fees related to water rights negotiations.
Delivery expenses increased from $769,422 for fiscal year 2012 to $876,644 for fiscal year 2013, an increase of 13.9%. Truck maintenance and leased equipment fees increased over the previous fiscal year as the Company entered into agreements for additional vehicles and had repair costs for damage to the leased vehicles that were taken out of service.
Advertising and promotion expenses increased 5.6% for fiscal year 2013 compared to fiscal year 2012. Advertising and promotion expenses were 2.2% and 2.3% of sales, respectively for both fiscal year 2013 and 2012.
Depreciation and amortization increased 7.4% for fiscal year 2013 as compared to fiscal year 2012. Depreciation and amortization was 5.2% of sales for fiscal year 2012 and 2013. The Company has purchased more equipment for use with the home and office delivery accounts resulting in an increase in the depreciation expense.
Interest, Taxes, Other Income and Other Expenses
For the year ended March 31, 2013, interest income increased 14.7% to $2,249 as compared to $1,960 for the same period ended March 31, 2012.
Interest expense for the year ended March 31, 2013 decreased 26.3% to $255,333 as compared to $345,263 for the year ended March 31, 2012 due to the refinancing of the outstanding debt.
For the fiscal year ended March 31, 2013, the Company recorded net income tax benefit of $13,406 against our pretax income of $498,508 and released the valuation allowance. For the fiscal year ended March 31, 2012, the Company recorded income tax expense of $24,191 against our pretax book income of $115,982 as a valuation allowance was recorded on our outstanding deferred tax assets due to uncertainty of realization, a 21% effective tax rate.
The Company had net income after taxes of $511,914 in fiscal year 2013 compared to net income of $115,982 for fiscal year 2012.
Liquidity and Capital Resources
Trade accounts receivable for the year ended March 31, 2013 were 6.6% more than at year ended March 31, 2012. This resulted from the increase in overall revenue. Days sales outstanding was approximately 37 days for March 31, 2013 and 2012.
Cash flows from operating activities had a net inflow of $1,037,067 for fiscal year 2013. The cash provided by operating activities represents an increase of $581,114 from fiscal year 2012. The largest reconciling item between net income and net cash flow from operations was the $513,829 of depreciation and amortization. The change in operating activities also resulted from the change in accounts payable and net income. The Company anticipates that cash flow from operations will be available to fund existing obligations for expected cash requirements over the next year.
Cash flows from investing activities resulted in a net outflow of $272,846 for fiscal year 2013. This total represents expenditures on equipment for additional electric water coolers, filtration equipment and coffee dispensing equipment that are rented to delivery customers.
Cash flows from financing activities resulted in a net outflow of $533,258 for fiscal year 2013. In November 2012, the Company paid off the balance on a line of credit in the amount of $370,051.
The Company’s cash balance at March 31, 2013 increased to $480,546 by a net amount of $230,463 from $250,083 at March 31, 2012.
The Company has a line of credit with ANB Bank in the amount of $750,000. As of March 31, 2013, the Company did not have a balance on the line of credit. The line of credit is subject to certain borrowing base requirements, requires monthly interest payments calculated at Prime plus 1% with a minimum rate of 5.5%. The borrowing base was $750,000 as of March 31, 2013. The line includes certain reporting and financial covenants, is cross-collateralized by accounts receivable and inventory and is guaranteed by three company executives. The line has a maturity date of December 27, 2013.
On February 2, 2012, the Company entered into three separate loan agreements to refinance the existing debt that was due within the next 12 months and had previously been classified as current debt. The Company entered into a Commercial Loan Agreement (the “First ANB Loan Agreement”) with ANB Bank (the “Bank”). Under the First ANB Loan Agreement, the Company received proceeds of $2,815,892 from the Bank pursuant to a promissory note (“Note 1”). The proceeds were used to refinance an existing note on the Company’s property in Louisville, Colorado. The terms of Note 1 include a fixed interest rate of 5.5% for five years with monthly payments of approximately $19,500 which includes principal and interest. The interest rate will remain fixed at 5.5% until February 2, 2017 after which time it may change. The interest rate will be based on the Prime Rate plus 2.00%. The interest rate may change February 2, 2017 and every 5 years thereafter. A single “balloon payment” of the entire unpaid balance of principal and interest will be due on February 2, 2022. The Company entered into a separate Commercial Loan Agreement (the “Second ANB Loan Agreement”) with ANB Bank (the “Bank”). Under the Second ANB Loan Agreement, the Company received proceeds of $1,415,216 from the Bank pursuant to a promissory note (“Note 2”). The proceeds were used to refinance an existing note on the Company’s property in Eldorado Springs, Colorado. The terms of Note 2 include a fixed interest rate of 6.0% on the unpaid principal beginning March 2, 2012. The unpaid principal and accrued interest was due on May 2, 2012.
The Company also entered into a Commercial Loan Agreement (the “SBA Loan Agreement”) with the U.S. Small Business Administration (the “SBA”). Under the SBA Loan Agreement, the Company received proceeds of $1,457,000 from the SBA pursuant to a Note (“Note 3”). The proceeds were used to refinance Note 2 under the Second ANB Loan Agreement as described above. The terms of Note 3 include a fixed interest rate that was determined by the SBA debenture sale in April 2012. The effective rate for Note 3 is 4.951% for the full 20 year term. The monthly payment will be approximately $10,000. The first payment was due on May 2, 2012. Note 3 maturity date is April 1, 2032.
Under the First ANB Loan Agreement, the Second ANB Loan Agreement, and the SBA Loan Agreement, (collectively, the “Loan Agreements”) the Company granted the Bank security interests in the leases and rents on the property in Eldorado Springs, Colorado and Louisville, Colorado as well as deeds of trust for the same properties in Eldorado Springs and Louisville. The Loan Agreements specify events of default customary to facilities of its type, including any non-payment of principal, interest or other amounts, misrepresentation of representations and warranties, violation of covenants, certain events of bankruptcy or insolvency, certain material judgments, seizure of assets, or other material adverse changes. Upon the occurrence of an event of default, the payments by the Company of all of its outstanding obligations may be accelerated, and ANB Bank and the SBA commitments under the Loan Agreements may be terminated. The Loan Agreements are also guaranteed by three company executives. The Loan Agreements also include certain performance and reporting covenants.
Contractual Obligations and Commitments
The following table sets forth our contractual commitments as of March 31, 2013:
Please refer to notes 4, 5, 7 and 8 in the Consolidated Financial Statements for more information regarding the Company’s future cash commitments.
Impact of Inflation
The Company believes that the results are not dependent upon moderate changes in inflation rates.
Recently Issued Accounting Pronouncements
The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials properly reflect the change. New pronouncements assessed by the Company recently are discussed below:
In July 2012, the FASB issued ASU No. 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment.” This pronouncement was issued to simplify how an entity tests indefinite-lived intangible assets other than goodwill for impairment by providing entities with an option to perform a qualitative assessment to determine whether further impairment testing is necessary. This pronouncement is effective for reporting periods beginning after September 15, 2012. The adoption of ASU 2012-02 did not have a material impact to our consolidated financial position, results of operations or cash flows.
In January 2013, the FASB issued ASU No. 2013-01, “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.” This pronouncement was issued to address implementation issues about the scope of Accounting Standards Update No. 2011-11 and to clarify the scope of the offsetting disclosures and address any unintended consequences. This pronouncement is effective for reporting periods beginning on or after January 1, 2013. We do not anticipate the adoption of ASU 2013-01 to have a material impact to the consolidated financial position, results of operations or cash flows.
In February 2013, the FASB issued ASU No. 2013-02, ‘Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” This pronouncement was issued to improve the reporting of reclassifications out of accumulated other comprehensive income. The amendments in this update seek to attain that objective by requiring an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. GAAP to be reclassified in its entirety to net income. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is reclassified to a balance sheet account (i.e. inventory) instead of directly to income or expense in the same reporting period. This pronouncement is effective prospectively for reporting periods beginning after December 15, 2012. We do not anticipate the adoption of ASU 2013-02 to have a material impact to the consolidated financial position, results of operations or cash flows.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, this item is not required.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements of the Company, including the notes thereto, and the report of the independent registered public accounting firm, are included in this Annual Report and begin on page.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Eldorado Artesian Springs, Inc.
Louisville, Colorado
We have audited the accompanying balance sheets of Eldorado Artesian Springs, Inc. (“the Company”) as of March 31, 2013 and 2012 and the related statements of income, changes in stockholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Eldorado Artesian Springs, Inc. as of March 31, 2013 and 2012, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
EKS&H, LLLP
June 28, 2013
Boulder, Colorado
Balance Sheets
Liabilities and Stockholders' Equity
See notes to financial statements
Statements of Operations
See notes to financial statements
Statement of Changes in Stockholders' Equity
For the Years Ended March 31, 2013 and 2012
See notes to financial statements
Statements of Cash Flows
Supplemental disclosure of cash flow information
Cash paid during the year for interest was $255,333 (2013) and $345,263 (2012).
Cash paid during the year for income taxes was $0 (2013 and 2012).
The Company acquired $101,062 (2013) and $0 (2012) in fixed assets through capital leases.
In May 2012, the Company obtained an SBA loan in the amount of $1,457,000 of which $1,415,216 was used to pay off a short term note with a bank and $41,784 represents loan fees which is included in other long term assets in the accompanied balance sheet.
In April 2011, the Company capitalized equipment with a deposit of $31,245.
See notes to financial statements
Note 1 - Description of Business and Summary of Significant Accounting Policies
Eldorado Artesian Springs, Inc., (the "Company"), is a Colorado corporation which primarily sells bottled Artesian spring water from springs located in Eldorado Springs, Colorado and rents water dispensers. The Company also sells a line of Organic Vitamin Charged Spring Water to retail stores. The Company rents housing, and during the summer months, it operates a natural Artesian spring pool. The Company's bottling and distribution facility is located in Louisville, Colorado.
Concentrations of Credit Risk
The Company maintains cash in bank accounts that may, at times, exceed FDIC insurance limits. Financial instruments potentially subjecting the Company to concentrations of credit risk consist primarily of accounts receivable. The Company grants credit to customers located primarily in Colorado. The Company periodically performs credit analysis and monitors the financial condition of its clients in order to minimize credit risk.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. At March 31, 2013 and 2012, the Company did not have any cash equivalents.
Accounts Receivable
The Company extends unsecured credit to its customers in the ordinary course of business. The Company considers a reserve for doubtful accounts based on the creditworthiness of the customer. The provision for uncollectible amounts is continually reviewed and adjusted to maintain the allowance at a level considered adequate to cover future losses. The allowance is management's best estimate of uncollectible amounts and is determined based on historical performance that is tracked by the Company on an ongoing basis.
Inventories
Inventories consist of direct costs which are primarily made up of water bottles and packaging and are stated at the lower of cost or market, determined using the first-in, first-out method (FIFO).
Deposits
Deposits consist primarily of deposits related to the purchase of equipment.
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Machinery, equipment, furniture and fixtures are depreciated using various methods over their estimated useful lives, ranging from 3 to 7 years. Buildings and improvements are depreciated using the straight-line method over the estimated useful lives for owned assets, ranging from 15 to 39 years. Depreciable lives on leasehold improvements are the shorter of the lease term or the useful life. Capital leased assets amortize over the estimated useful life or related lease term.
Investments
The Company owns investments of capital stock in an investee. This investment entitles the Company to an equal pro rata share of this investee’s irrigation system. As the ownership represents less than 20% ownership of the Company the value of this investment is stated at cost and evaluated for impairment if there are indications of such.
Water Rights
Water rights are recorded at cost. As water rights have an indefinite life, no amortization is recognized.
Other Assets
Other assets consist of loan fees and other costs which have been recorded at cost and are being amortized using the effective interest method over the term of the loan. The Company expects to amortize approximately $14,000 each year for the next ten years.
Long-Lived Assets
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. The Company looks primarily to the undiscounted future cash flows in its assessment of whether or not long-lived assets have been impaired. No impairments were deemed necessary during the fiscal years 2013 and 2012.
Customer Deposits
Customer deposits consist primarily of deposits on bottles and equipment.
Stock Based Compensation
The Company accounts for stock-based compensation arrangements for employees and recognizes compensation expense for share-based awards based on the grant date estimated fair value of the awards using the Black Scholes option pricing model. Compensation expense for all share-based awards is recognized in earnings over the requisite service period (generally the vesting period). The Company records compensation expense related to non-employees over the service periods commensurate with the services provided. Compensation expense recorded during fiscal year 2013 and 2012 was $20,121 each year.
Basic and Diluted Loss Per Common Share
Basic earnings per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding. Shares issued during the period and shares reacquired during the period are weighted for the portion of the period that they were outstanding. Diluted earnings per share is computed in a manner consistent with that of basic earnings per share while giving effect to all potentially dilutive common shares that were outstanding during the period.
Potentially dilutive common shares and outstanding options and warrants which have been excluded from the computation of diluted income per share as of March 31, 2013 and 2012 were 104,000 and 111,000, respectively, because their effect would have been antidilutive.
Fair Value of Financial Instruments
The carrying amounts of financial instruments including cash, receivables, accounts payable and accrued expenses approximated fair value as of March 31, 2013, because of the relatively short maturity of these instruments.
Revenue Recognition
Revenue is recognized on the sale of products as customer shipments are made. Returns are estimated and recorded at the time of sale. Rental revenue is recognized on a monthly basis upon commencement of the lease agreement. Water utility revenue is recognized on a monthly basis based upon the monthly contracted rate.
Shipping Costs
Shipping costs for materials used in the final products are included in the cost of goods. Shipping costs for products delivered to customers are included in total operating expenses.
Promotional Expense - Consideration to Vendors
The Company recognizes certain promotional expense as a reduction in revenues. These costs included off invoice discounts to resellers and promotions for customers.
Advertising Costs
The Company expenses advertising costs as incurred. Advertising expense for the years ended March 31, 2013 and 2012 were $219,888 and $208,226, respectively.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Recently Issued Accounting Pronouncements
The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials properly reflect the change. New pronouncements assessed by the Company recently are discussed below:
In July 2012, the FASB issued ASU No. 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment.” This pronouncement was issued to simplify how an entity tests indefinite-lived intangible assets other than goodwill for impairment by providing entities with an option to perform a qualitative assessment to determine whether further impairment testing is necessary. This pronouncement is effective for fiscal years beginning after September 15, 2012. The adoption of ASU 2012-02 did not have a material impact to our consolidated financial position, results of operations or cash flows.
In January 2013, the FASB issued ASU No. 2013-01, “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.” This pronouncement was issued to address implementation issues about the scope of Accounting Standards Update No. 2011-11 and to clarify the scope of the offsetting disclosures and address any unintended consequences. This pronouncement is effective for reporting periods beginning on or after January 1, 2013. We do not anticipate the adoption of ASU 2013-01 to have a material impact to the consolidated financial position, results of operations or cash flows.
In February 2013, the FASB issued ASU No. 2013-02, ‘Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” This pronouncement was issued to improve the reporting of reclassifications out of accumulated other comprehensive income. The amendments in this update seek to attain that objective by requiring an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. GAAP to be reclassified in its entirety to net income. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is reclassified to a balance sheet account (i.e. inventory) instead of directly to income or expense in the same reporting period. This pronouncement is effective prospectively for reporting periods beginning after December 15, 2012. We do not anticipate the adoption of ASU 2013-02 to have a material impact to the consolidated financial position, results of operations or cash flows.
Note 2 - Balance Sheet Disclosures
Accounts receivable consist of the following:
Property, plant and equipment consist of the following at:
Depreciation expense for the fiscal year ended March 31, 2013 and 2012 was $498,614 and $476,679.
Accrued expenses consist of the following at:
Note 3 - Long-Term Debt
Long-term debt is as follows:
Maturities of Long-Term Debt Obligations:
Note 4 - Line of Credit
The Company has a line of credit with ANB Bank in the amount of $750,000. As of March 31, 2013, the Company did not have a balance on the line of credit. The line of credit is subject to certain borrowing base requirements, requires monthly interest payments calculated at Prime plus 1% with a minimum rate of 5.5%. The borrowing base was $750,000 as of March 31, 2013. The line includes certain reporting and financial covenants, is cross-collateralized by substantially all assets of the Company and is guaranteed by three company executives. The line has a maturity date of December 27, 2013.
Note 5 - Capital Leases
The Company acquired assets under the provisions of a long-term lease. For financial reporting purposes, minimum lease payments relating to the assets have been capitalized. The leases have various expiration dates between October 2013 and February 2020. Amortization of the leased property is included in depreciation expense.
The assets under capital lease have cost and accumulated amortization as follows:
Maturities of capital lease obligations are as follows:
Note 6 - Income Taxes
The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax liabilities and assets are determined based on the differences between the financial statement and tax basis of assets and liabilities using the enacted tax rates in effect for the year in which the differences are expected to reverse. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that are not expected to be realized based on available evidence. Net operating losses in the amount of approximately $70,000 for federal and $735,000 for state and begin to expire in 2031 and 2028.
The Company is subject to income taxes in the U.S. federal jurisdiction, and various state and local jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. In the United States, the tax years 2009-2012 remain open to examination by the federal Internal Revenue Service and the tax years 2008-2012 remain open for various state taxing authorities. The Company has not taken any uncertain tax positions. The net current and long-term deferred tax assets and liabilities in the accompanying balance sheet include the following:
Temporary differences giving rise to the net deferred tax asset are as follows:
The following is a reconciliation of the statutory federal income tax rate applied to pre-tax accounting net income compared to the income tax (benefit) expense in the statements of income:
Note 7 - Commitments and Contingency
Operating Leases
The Company leases delivery trucks, vehicles, equipment and property under non-cancelable operating leases. Rent expense for these leases was $415,812 and $368,459 for the years ended March 31, 2013 and 2012, respectively.
Future minimum lease payments under these leases are approximately as follows:
Renewable Energy Service Agreement
On June 11, 2009, the Company entered into a twenty year renewable energy service agreement with Eldorado Springs Solar, LLC, an unrelated third party, to design, install, own, operate and maintain a solar electricity generating system at our property in Louisville, Colorado. The Company will purchase all of the solar electricity generated by the system which will provide approximately 50% of the electricity needs at the facility in Louisville, Colorado. The agreement provides a guaranteed energy rate schedule for 10 years with a reset rate in year eleven for the electric cost. If the Company was to terminate the agreement the Company would be required to pay a termination penalty. As of March 31, 2013, this penalty would be approximately $350,000. The Company also has the option to purchase and take title to the system starting in year eleven. During the fiscal year ended March 31, 2013, the Company expensed approximately $10,500 in utility costs under this agreement.
Note 8 - Contingency
When we purchased the Eldorado Springs property in 1983, included in the purchase of the real estate were certain water rights that had been decreed for the water sources located on the property. We have the right to beneficially use the water derived from the sources of water that are the subject of the decreed water rights, unless there is a call being made downstream from our location by a water right that is senior to ours. A senior water right would be obtained by those that applied water to a beneficial use prior to the uses associated with our water sources. Because the Eldorado Springs area was not developed until the early 1900’s there are many senior water rights that could place a call on the stream and unless we have a recognized replacement source of water or a decreed Augmentation Plan we would be forced to stop using the water from our sources.
We had previously enrolled in a replacement water subscription service known as GASP (Groundwater Appropriators of the South Platte) as a means of providing replacement water to the stream system at times when we withdrew water from our sources when we were not in priority. However, during the drought in 2002, GASP was unable to make all of the replacements for which they were obligated. Therefore, the State of Colorado determined that GASP would no longer be a recognized source of replacement water. This determination by the state meant that we would have to obtain other sources of replacement or augmentation water if we continued to withdraw water from our sources while not in priority.
Because demand for our spring water exists on a year round basis, we require a replacement water source that can be delivered to the stream at any time during the year. We were able to purchase shares of stock of the Farmer’s Reservoir and Irrigation Company (FRICO) - Marshall Division. Each share entitles us to the use of a pro rata portion of the water belonging to FRICO as operated pursuant to state regulations that govern what are known as Mutual Ditch Companies. Marshall Reservoir is located in close proximity to our water sources in Eldorado Springs and because the water is stored it is able to be released upon demand to meet our obligations.
The water represented by our shares in the FRICO system had been historically used for irrigating croplands. This meant that, in addition to obtaining a decreed augmentation plan from the Colorado Water Court, we had to obtain a change of use decree in order to use the water for replacing our withdrawals as part of the Augmentation Plan. The Water Court of the State of Colorado entered a Decree on April 16, 2013 approving the change in water right and the terms and conditions of our Augmentation Plan, subject to the retained jurisdiction clauses normally associated with such actions. The Decree allows us to use the water represented by our FRICO shares as augmentation water to replace our out of priority withdrawals from our springs and other sources. It also established the conditions under which we can add other sources of water to the Plan for use as additional replacement water. It is possible that our ability to withdraw water from our springs in a particular year may be limited if the water associated with our FRICO shares under drought conditions is not sufficient to meet all of our replacement requirements. Because drought is an ever present possibility in our location, we will continue to seek additional sources of replacement and augmentation water to add to our Augmentation Plan.
Note 9 - Stockholders' Equity
Stock Options
The Company has a qualified stock plan, the 2008 Incentive Stock Plan, pursuant to which 2,000,000 shares were reserved for issuance. As of March 31, 2013, 1,950,000 shares were available for future grant. Additionally, the Company previously had a qualified stock plan, the 1997 Stock Option Plan, which expired in 2007, pursuant to which 875,000 shares were reserved for issuance. As of March 31, 2013, 54,000 shares were reserved for issuance pursuant to outstanding grants and no shares were available for future grant as the plan has expired. The 2008 Incentive Stock Plan and the 1997 Stock Option Plan, referred to herein as the Plans, and the shares issuable there under, are both registered on Form S-8 with the Securities and Exchange Commission. The Plans provide for the grant of options and other equity based awards to employees, directors and consultants of the Company and are administered by the Company’s Board of Directors.
The following table presents the activity for options outstanding:
The following table presents the composition of options outstanding and exercisable:
*Price and Life reflect the weighted average exercise price and weighted average remaining contractual life, in years, respectively.
Compensation expense recorded during the years ended March 31, 2013 and 2012 for options granted under the 2008 and 1997 Incentive Stock Plan was $20,121 and $20,121. As of March 31, 2013 all options granted under the 1997 Incentive Stock plan were fully vested and 40,000 of the 50,000 options were fully vested under the 2008 Incentive Stock Plan.
Note 10 - Employee Benefit Plan
The Company has adopted a 401(k) profit sharing plan for its employees. Employees become eligible to participate in the plan once they have completed one year of service and have reached 21 years of age. Contributions by the Company and employees vest immediately. The Company matches 100% of employee’s contributions up to 3% of the employee’s gross pay. The Company matched approximately $43,100 for the year ended March 31, 2013 and $43,200 for the year ended March 31, 2012. No discretionary profit sharing contributions were approved by the Board of Directors for the years ended March 31, 2013 and 2012.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
Conclusion Regarding the Effectiveness Of Disclosure Controls And Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management's control objectives.
With the participation of management, our principal executive officer and principal financial officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. In consultation with Ehrhardt Keefe Steiner & Hottman, PC, our independent registered public accounting firm, management has identified a control deficiency that it believes constitutes a material weakness in our internal control over financial reporting. The material weakness relates to our lack of technical expertise regarding complex accounting matters associated with certain income tax calculations. Based upon this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective in ensuring that material information required to be disclosed is included in the reports that we file with the Securities and Exchange Commission.
Management's Annual Report On Internal Control Over Financial Reporting
Our management, under the supervision of our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of Company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of Company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of the inherent limitations of internal control over financial reporting, misstatements may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management, with the participation of our principal executive officer and principal financial officer, assessed the effectiveness of our internal control over financial reporting as of March 31, 2013. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), referred to as the Internal Control-Integrated Framework. Based on this assessment, management, with the participation of our principal executive officer and principal financial officer, has determined that we did not maintain effective internal controls over financial reporting as of March 31, 2013. Management has identified a material weakness in the operation of our internal controls over financial reporting as it relates to the lack of technical expertise regarding complex accounting matters associated with certain income tax calculations. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.
This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report on Form 10-K.
Remediation Of Material Weaknesses in Internal Control Over Financial Reporting
In light of the conclusion that our internal control over financial reporting was not effective, our management is in the process of implementing a plan intended to remediate such ineffectiveness and to strengthen our internal controls over financial reporting through the implementation of certain remedial measures, including obtaining the assistance of experienced financial personnel to enhance our financial reporting capabilities and assist our principal financial officer as the need arises.
Changes In Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended March 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As described above, in the future we intend to obtain the assistance of experienced financial personnel to enhance our financial reporting capabilities.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
The required information for this item is incorporated by reference to the Company’s Proxy Statement for the 2013 Annual Meeting of Shareholders, since such Proxy Statement will be filed with the Securities and Exchange Commission no later than 120 days after the end of the Company’s fiscal year pursuant to Regulation 14A.
The Company’s Board of Directors has adopted a code of ethics to provide guidance on maintaining the Company’s commitment to being honest and ethical in its business endeavors. The code of ethics applies to the Company’s directors, executive officers and employees and covers a wide range of business practices, procedures and basic principles regarding corporate and personal conduct. The Company undertakes to provide without charge, upon request, a copy of the code of ethics. A request for the code of ethics can be made in writing to the Company’s Chief Financial Officer, Eldorado Artesian Springs, Inc., 1783 Dogwood Street, Louisville, CO 80027.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The required information for this item is incorporated by reference to the Company’s Proxy Statement for the 2013 Annual Meeting of Shareholders, since such Proxy Statement will be filed with the Securities and Exchange Commission no later than 120 days after the end of the Company’s fiscal year pursuant to Regulation 14A.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The required information for this item is incorporated by reference to the Company’s Proxy Statement for the 2013 Annual Meeting of Shareholders, since such Proxy Statement will be filed with the Securities and Exchange Commission no later than 120 days after the end of the Company’s fiscal year pursuant to Regulation 14A.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The required information for this item is incorporated by reference to the Company’s Proxy Statement for the 2013 Annual Meeting of Shareholders, since such Proxy Statement will be filed with the Securities and Exchange Commission no later than 120 days after the end of the Company’s fiscal year pursuant to Regulation 14A.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The required information for this item is incorporated by reference to the Company’s Proxy Statement for the 2013 Annual Meeting of Shareholders, since such Proxy Statement will be filed with the Securities and Exchange Commission no later than 120 days after the end of the Company’s fiscal year pursuant to Regulation 14A.
PART IV
ITEM 15.
ITEM 15. EXHIBITS
(a)
Documents Filed as Part of this Report
(1)
Financial Statements. The financial statements of Eldorado Artesian Springs, Inc., which are listed on the Table of Contents to Financial Statements appearing on page 16 of this Annual Report.
(2)
Financial Statement Schedules. All schedules for which provision is made in the applicable accounting regulations of the SEC are omitted because of the absence of conditions under which they are required or because the required information is included in the financial statements and related notes thereto.
(3)
Exhibits. The following is a list of exhibits filed as part of this Annual Report on Form 10-K.
__________________
* Management contract or compensatory plan
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name and Capacity
Date
/s/ Douglas A. Larson
June 28, 2013
Douglas A. Larson,
President and Director
/s/ Kevin M. Sipple
June 28, 2013
Kevin M. Sipple,
Vice-President and Director
/s/ Cathleen Shoenfeld
June 28, 2013
Cathleen Shoenfeld,
Chief Financial Officer, Chief Accounting Officer
(Principal Financial and Accounting Officer), Secretary
/s/ Jeremy S. Martin
June 28, 2013
Jeremy S. Martin,
Vice-President and Director
/s/ J. Ross Colbert
June 28, 2013
J. Ross Colbert,
Director