ELDORADO ARTESIAN SPRINGS INC - FORM 10-Q

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EX-32.1 - CERTIFICATION - ELDORADO ARTESIAN SPRINGS INC	eldo_ex321.htm
EX-32.2 - CERTIFICATION - ELDORADO ARTESIAN SPRINGS INC	eldo_ex322.htm
EX-31.1 - CERTIFICATION - ELDORADO ARTESIAN SPRINGS INC	eldo_ex311.htm
EX-31.2 - CERTIFICATION - ELDORADO ARTESIAN SPRINGS INC	eldo_ex312.htm
EXCEL - IDEA: XBRL DOCUMENT - ELDORADO ARTESIAN SPRINGS INC	Financial_Report.xls

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2014

o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 000-18235

ELDORADO ARTESIAN SPRINGS, INC.

(Exact name of registrant as specified in its charter)

Colorado		84-0907853
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

1783 Dogwood Street Louisville, Colorado		80027
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (303) 499-1316

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o

(Do not check if a smaller reporting company)

Smaller reporting companyx

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: On November 12, 2014 there were 6,036,091 shares of the registrant’s common stock, $.001 par value, outstanding.

ELDORADO ARTESIAN SPRINGS, INC.

FORM 10-Q

INDEX

	Page
Part I - Financial Information

Item 1 - Financial Statements

Balance Sheets as of September 30, 2014 (Unaudited) and March 31, 2014	2

Unaudited Statements of Operations for the Three and Six Months Ended
September 30, 2014 and September 30, 2013	3

Unaudited Statements of Cash Flows for the Six Months Ended
September 30, 2014 and September 30, 2013	4

Notes to Unaudited Financial Statements	5

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	8

Item 3 – Quantitative and Qualitative Disclosures About Market Risk	12

Item 4 – Controls and Procedures	12

Part II – Other Information

Item 1 – Legal Proceedings	13

Item 1A – Risk Factors	13

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	13

Item 3 – Defaults Upon Senior Securities	13

Item 4 – Mine Safety Disclosures	13

Item 5 – Other Information	13

Item 6 – Exhibits	13

Signatures	14

Exhibit Index	15

ITEM 1. FINANCIAL STATEMENTS

Balance Sheets

	September 30, 2014		March 31, 2014
	(Unaudited)
Current assets
Cash	$	890,090	$	674,459
Accounts receivable - trade, net		1,541,077		1,321,330
Inventories		417,427		377,907
Income tax receivable		-		57,358
Prepaid expenses and other		38,617		26,158
Deferred tax asset		29,648		29,648
Total current assets		2,916,859		2,486,860
Non-current assets
Property, plant and equipment, net		3,747,634		3,822,386
Investments		361,196		361,196
Water rights, net		71,675		71,675
Deposits		20,384		92,204
Other, net		117,147		125,482
Total non-current assets		4.318,036		4.472,943
Total assets	$	7,234,895	$	6,959,803

Liabilities and Stockholders' Equity

Current liabilities
Accounts payable	$	469,267	$	452,494
Accrued expenses		334,868		361,026
Income taxes payable		94,412		-
Customer deposits		105,005		107,191
Current portion of capital lease obligations		74,466		82,508
Current portion of long-term debt		185,734		189,042
Total current liabilities		1,263,752		1,192,261
Non-current liabilities
Deferred tax liability		59,151		59,151
Capital lease obligations, less current portion		41,222		73,462
Long-term debt, less current portion		3,834,557		3,924,839
Total non-current liabilities		3,934,930		4,057,452
Total liabilities		5,198,682		5,249,713
Commitments and contingencies
Stockholders' equity
Preferred stock, par value $.001 per share; 10,000,000 shares authorized; 0 shares issued and outstanding		-		-
Common stock, par value $.001 per share; 50,000,000 shares authorized; 6,036,091 issued and outstanding		6,036		6,036
Additional paid-in capital		1,693,738		1,693,738
Retained Earnings		336,439		10,316
Total stockholders' equity		2,036,213		1,710,090
Total liabilities and stockholders' equity	$	7,234,895	$	6,959,803

See notes to financial statements.

Unaudited Statements of Operations

	For the Three Months Ended						For the Six Months Ended
	September 30,						September 30,
	2014			2013			2014			2013
Revenue
Water and related	$	3,360,845		$	3,066,821		$	6,466,325		$	5,851,096
Resort operations		119,883			113,768			170,381			170,586
Net revenue		3,480,728			3,180,589			6,636,706			6,021,682

Cost of goods sold		962,877			901,663			1,760,121			1,661,117

Gross profit		2,517,851			2,278,926			4,876,585			4,360,565

Operating expenses
Salaries and related		1,129,469			993,407			2,194,057			1,888,896
Administrative and general		554,233			489,799			1,113,409			1,082,503
Delivery		290,844			232,191			546,878			471,049
Advertising and promotions		101,768			105,301			149,706			157,363
Depreciation and amortization		143,509			125,225			285,767			258,803
		2,219,823			1,945,923			4,289,817			3,858,614

Operating income		298,028			333,003			586,768			501,951

Other income (expense)
Interest income		450			450			699			1,089
Interest expense		(55,435	)		(63,852	)		(109,574	)		(123,837	)
		(54,985	)		(63,402	)		(108,875	)		(122,748	)

Net income before provision for income taxes		243,043			269,601			477,893			379,203

Income tax (expense) benefit
Current		(73,300	)		(79,094	)		(151,770	)		(87,827	)
Deferred		-			(14,106	)		-			(44,173	)
		(73,300	)		(93,200	)		(151,770	)		(132,000	)

Net income	$	169,743		$	176,401		$	326,123		$	247,203

Basic common shares outstanding		6,036,091			6,036,091			6,036,091			6,036,091

Basic income per common share	$	0.03		$	0.03		$	0.05		$	0.04

Diluted weighted average common shares		6,048,482			6,036,091			6,048,482			6,036,091

Diluted income per common share	$	0.03		$	0.03		$	0.05		$	0.04

See notes to financial statements.

Unaudited Statements of Cash Flows

	Six Months Ended
	September 30,
	2014			2013
Cash flows from operating activities
Net income	$	326,123		$	247,203
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation and amortization		285,767			258,803
Deferred income tax expense		-			(44,173	)
Changes in certain assets and liabilities
Accounts receivable		(219,747	)		(232,024	)
Inventories		(39,520	)		(36,735	)
Prepaid expenses and other		58,461			(7,674	)
Accounts payable		16,773			162,243
Accrued expenses		(26,158	)		17,319
Income taxes payable (receivable)		151,770			(6,673	)
Customer deposits		(2,186	)		4,752
Net cash provided by operating activities		551,283			451,387
Cash flows from investing activities
Purchases of property and equipment		(201,780	)		(204,557	)
Net cash flows used in investing activities		(201,780	)		(204,557	)

Cash flows from financing activities
Payments on long-term debt and capital leases		(133,872	)		(116,085	)
Borrowings on long-term obligations		-			18,919
Net cash flows used in financing activities		(133,872	)		(97,166	)

Net increase (decrease) in cash		215,631			(149,664	)

Cash — beginning of period		674,459			480,546

Cash — end of period	$	890,090		$	630,210

Supplemental disclosures of cash flow information:

Cash paid for interest for the six months ended September 30, 2014 and September 30, 2013 was $109,574 and $123,837, respectively.

Cash paid for income taxes for the six months ended September 30, 2014 and September 30, 2013 was $0 and $94,500, respectively.

The Company acquired $81,683 in fixed assets through capital leases during the six months ended September 30, 2013.

See notes to the financial statements.

ELDORADO ARTESIAN SPRINGS, INC.

Notes to Unaudited Financial Statements

Note 1 - Summary of Significant Accounting Policies

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.

Interim Unaudited Financial Statements

The accompanying unaudited interim financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.

In the opinion of management, the consolidated financial statements include all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the results of operations, financial position and cash flows for the interim periods presented. Operating results for the six months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2015.

These statements should be read in conjunction with the consolidated financial statements and related notes to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2014. The accounting policies used in preparing these financial statements are the same as those described in our Form 10-K.

The preparation of these financial statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure 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.

Investments

The Company owns shares of capital stock in Farmer’s Reservoir and Irrigation Company (FRICO) – Marshall Division, which entitle the Company to a pro rata share of FRICO’s irrigation system in the Marshall reservoir. See Note 3 for additional information. As the Company’s ownership represents less than 20% ownership of FRICO, the value of this investment is stated at cost and evaluated for impairment if there are indications of such.

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.

Litigation

The Company is not currently involved in any legal proceedings. The Company maintains insurance to cover certain liabilities.

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. As of March 31, 2013, net operating losses in the amount of approximately $590,000 for state taxes begin to expire in 2028.

Note 2 - Stockholders' Equity

Stock Option Plans

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 September 30, 2014, 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 and, as of September 30, 2014, 38,000 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 are referred to herein as the Plans. The shares issuable pursuant to awards granted thereunder are 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. None of the options are held by any officers or directors of the Company.

Note 3 – Contingencies

Water Rights 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 (“Augmentation Plan”), we would be forced to stop using the water from our sources.

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. Since the drought of 2002, we purchased shares of stock of FRICO, entitling us to use 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. The Marshall reservoir is located in close proximity to our water sources in Eldorado Springs and because the water is stored, it can 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 rights 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 Augmentation 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 4 – Commitments

Line of Credit

The Company has a line of credit with ANB Bank in the amount of $750,000. As of September 30, 2014, the Company did not have a balance outstanding 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 September 30, 2014. The line includes certain reporting and financial covenants, is cross-collateralized by accounts receivable and inventory and is guaranteed by two Company executives who are also directors of the Company: Doug Larson, President, and Jeremy Martin, Vice President of Marketing, and by Kevin Sipple, former Vice President of Operations. The line has a maturity date of December 27, 2014.

Notes Payable

The Company has a note payable with ANB Bank. The note bears interest at a fixed rate of 5.0%. The loan is payable at a rate of $17,700 per month, which includes principal and interest. A single “balloon payment” of the entire unpaid balance of principal and interest will be due on February 2, 2022. The Company has a note payable obtained from the Small Business Administration (“SBA). The SBA loan bears interest at a fixed rate of 4.951% for its full 20 year term and is payable at a rate of $10,089 per month until maturity on April 1, 2032.

The above loans are secured by substantially all of the assets of the Company, including the real estate in Eldorado Springs and Louisville, Colorado. The loan agreements specify events of default customary to facilities of their 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 the commitments under the loan agreements may be terminated by the respective lender. The loans are guaranteed by Messrs. Larson, Martin and Sipple. The loan agreements also include certain performance and reporting covenants.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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, but are not limited to, statements and expectations regarding the plans and objectives of management for future operations, including plans and objectives relating to services offered by the Company, our ability to retain qualified financial personnel to enhance our financial reporting capabilities, the future economic performance of the Company and related matters.

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, unavailability of sufficient water to meet our customer’s demands, inability to purchase additional water rights, the exercise of senior calls of water rights, interest rate fluctuations, effects of regional economic and market conditions, labor and marketing costs, operating costs, packaging costs, intensity of competition, inability to adequately address and strengthen our internal controls over financial reporting, and legal claims.

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 one gallon and PET (polyethylene terephthalate, 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 out 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 six months ended September 30, 2014, the Company reported an increase in overall revenue of 10.2%. The increase in revenue was primarily due to overall increase in unit volumes across all categories. The number of home and office accounts increased for the interim period ended September 30, 2014 and the total units for many products increased to 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 11.2% for the six months ended September 30, 2014 as compared to the same period ended September 30, 2013. Operating expenses increased from 64.1% of sales for the six months ended September 30, 2013 to 64.6% of sales for the six months ended September 30, 2014 due to the increase in overall revenues.

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.

Three and Six Months Ended September 30, 2014 Compared to Three and Six Months Ended September 30, 2013

Revenues

Revenues for the six months ended September 30, 2014 were $6,636,706 compared to $6,021,682 for the same period ended September 30, 2013, an increase of 10.2%. Revenues for the three months ended September 30, 2014 were $3,480,728 compared to $3,180,589 for the same period ended September 30, 2013, an increase of 9.4%.

Revenues derived from products delivered to homes and offices which include 5 and 3 gallons bottles as well as the dispenser units were 53.9% of revenues and increased from $3,187,539 for the six months ended September 30, 2013 to $3,579,707 for the six months ended September 30, 2014, an increase of $392,167 or 12.3%. Revenues from the rental of equipment used for home and office accounts increased from $267,759 for the six months ended September 30, 2013 to $341,025 for the six months ended September 30, 2014, an increase of $73,266 or 27.4%. The Company has increased its customer base and continues to attract new business through a variety of sales events and outside sales staff.

The filter rental and sales revenues decreased from $134,438 for the six months ended September 30, 2013 to $126,455 for the six months ended September 30, 2014, a decrease of or 5.9%. Revenues from sales of coffee, coffee equipment and accessories increased from $144,636 for the six months ended September 30, 2013 to $158,360 for the six months ended September 30, 2014, an increase of 9.5%. The Company continues to add more varieties of coffee to compete with other distributors.

Revenues from sales of the Company’s PET products (.5 liter to 1.5 liter sizes), including private label products, represented 18.4% of revenues for the six months ended September 30, 2014 and 17.8% of revenues for the six months ended September 30, 2013 or $1,222,188 and $1,074,774, respectively. This represented a year-over-year increase of 12.1%. Sales of the Company’s gallon size products accounted for 15.9% of revenues or $1,056,630 for the six months ended September 30, 2014 compared to 15.7% of revenues or $946,008 for the six months ended September 30, 2013, an increase of 11.7%.

Revenues from sales of the Company's organic vitamin charged spring water were $75,774 for the six months ended September 30, 2014 compared to $81,582 for the six months ended September 30, 2013, a decrease of 7.1%. The decrease in sales was due to the timing of promotional deal periods for our distributors resulting in various buying patterns throughout the year. Quarterly fluctuations such as this are typical and will likely continue.

Gross Profit/Cost of Goods Sold

Cost of goods sold for the six months ended September 30, 2014 were $1,760,121, or 26.5% of revenues, compared to $1,661,117, or 27.6% of revenues for the six months ended September 30, 2013. Gross profit was $4,360,565 or 72.4% of revenues for the six months ended September 30, 2013 and $4,876,585 or 73.5% of revenues for the six months ended September 30, 2014. Overall, gross profit increased 11.8% for the six months ended September 30, 2014.

Cost of goods sold related to 5 and 3 gallon sales were $251,887, or 7% of revenues for the six months ended September 30, 2014, compared $221,133, or 6.9% of revenues for the six months ended September 30, 2013. Cost of goods for the Eldorado brand one gallon products were $596,039, or 56.4% of one gallon revenues for the six months ended September 30, 2014, compared to $541,435, or 57.2% of one gallon revenues for the six months ended September 30, 2013. Cost of goods sold for the PET products were $620,347, or 50.8% of revenues for the six months ended September 30, 2014, compared to 576,747, or 53.7% of revenues for the six months ended September 30, 2013.

Operating Expenses

Total operating expenses increased to $4,289,817 for the six months ended September 30, 2014 compared to $3,858,614 for the six months ended September 30, 2013, an increase of $431,203 or 11.2%. Of the total operating expenses, salaries and related expenses increased to $2,194,057 for the six months ended September 30, 2013, or 33.1% of revenues, from $1,888,896 for the six months ended September 30, 2013, or 31.4% of revenues.

Administrative and general expenses increased by 2.9% to $1,113,409 as compared to $1,082,503 for the six months ended September 30, 2013.

Delivery expenses increased from $471,049 for the six months ended September 30, 2013 to $546,878 for the six months ended September 30, 2014, an increase of 16.1%.

Advertising and promotion expenses decreased from $157,363 for the six months ended September 30, 2013 to $149,706 for the six months ended September 30, 2014, a decrease of 4.9%. Advertising and promotion expenses were 2.3% and 2.6% of revenues, respectively for the six months ended September 30, 2014 and 2013.

Depreciation and amortization increased from $258,803 for the six months ended September 30, 2013 to $285,767 for the six months ended September 30, 2014, an increase of 10.4%, due in large part to capital expenditures on equipment for electric water coolers, filtration equipment and coffee dispensing equipment that are rented to delivery customers. Depreciation and amortization was 4.3% of revenues for the six months ended September 30, 2014 and the six months ended September 30, 2013.

Interest, Taxes, Other Income and Other Expenses

Interest expense for the six months ended September 30, 2014, decreased 11.5% to $109,574 as compared to $123,837 for the six months ended September 30, 2013 due to lower interest rates under the SBA Loan Agreement.

For the six months ended September 30, 2014, the Company recorded income tax expense of $151,770 against our pretax income of $477,893.

The Company had a net income after taxes of $326,123 for the six months ended September 30, 2014 compared to a net income after taxes of $247,203 for the six months ended September 30, 2013.

Liquidity and Capital Resources

Trade accounts receivable for the six months ended September 30, 2014 were 16.6% more than at year ended March 31, 2014. This resulted from the increase in revenues for the six months ended September 30, 2014. Days outstanding were approximately 42 days for both September 30, 2014 and March 31, 2014. In February 2014, the Company implemented a new customer relations management (CRM) system. During the implementation there was a delay in billing the customers which resulted in an increase in the accounts receivable balance as of September 30, 2014. The Company expects billing schedules to return to normal resulting in days sales outstanding returning to previous levels.

Cash flows from operating activities had a net inflow of $551,283 for the six months ended September 30, 2014. The cash provided by operating activities represents an increase of $99,896 from the six months ended September 30, 2013. The largest reconciling items between net income and net cash flow from operations were the $219,747 increase in accounts receivable and $285,767 of depreciation and amortization.

Cash flows from investing activities resulted in a net outflow of $201,780 for the six months ended September 30, 2014. This total represents expenditures on equipment for 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 $133,872 for the six months ended September 30, 2014 for payments made on long-term obligations.

The Company’s cash balance at September 30, 2014 increased to $890,090 by a net amount of $215,631 from $674,459 at March 31, 2014.

The Company has a note payable with ANB Bank. The note bears interest at a fixed rate of 5.0%. The loan is payable at a rate of $17,700 per month, which includes principal and interest. A single “balloon payment: of the entire unpaid balance of principal and interest will be due on February 2, 2022. The Company has a note payable obtained from the Small Business Administration (“SBA). The SBA loan bears interest at a fixed rate of 4.951% for its full 20 year term and is payable at a rate of $10,089 per month until maturity on April 1, 2032.

The above loans are secured by substantially all of the assets of the Company, including the real estate in Eldorado Springs and Louisville, Colorado. The loan agreements specify events of default customary to facilities of their 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 the commitments under the loan agreements may be terminated by the respective lender. The loans are guaranteed by the same two Company executives who are also directors of the Company and a previous director and officer of the Company. The loan agreements also include certain performance and reporting covenants.

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 $590,000 for state taxes begin to expire in 2028.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, the Company is not required to provide the information required by this Item.

ITEM 4. 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.

Our principal executive officer and principal financial officer, in consultation with EKS&H LLLP, our independent registered public accounting firm, identified a control deficiency that they believed constituted a material weakness in our internal control over financial reporting. The material weakness related 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. Our management believes that this material weakness did not impact the reliability of our financial statements for the quarter ended September 30, 2014.

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

Other than as described above, there were no changes in our internal control over financial reporting during the quarter ended September 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no pending legal proceedings.

ITEM 1A. RISK FACTORS

As a smaller reporting company, the Company is not required to provide the information required by this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURE

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Please see the exhibit index following the signature page of this Report.

SIGNATURES

In accordance with 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.

	ELDORADO ARTESIAN SPRINGS, INC.

Date: November 13, 2014	By:	/s/ Douglas A. Larson
		Douglas A. Larson
		President
		(Principal Executive Officer)



Date: November 13, 2014	By:	/s/ Cathleen Shoenfeld
		Cathleen Shoenfeld
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

ELDORADO ARTESIAN SPRINGS, INC.

Quarterly Report on Form 10-Q

for the Quarter Ended September 30, 2014

Exhibits Filed Herewith

Exhibit No.		Description

31.1*		Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS**		XBRL Instance Document

101.SCH**		XBRL Taxonomy Extension Schema

101.CAL**		XBRL Taxonomy Extension Calculation Linkbase

101.LAB**		XBRL Taxonomy Extension Label Linkbase

101.PRE**		XBRL Taxonomy Extension Presentation Linkbase

*		Filed herewith.

**		Pursuant to applicable securities laws and regulations, we are deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and are not subject to liability under any anti-fraud provisions of the federal securities laws as long as we have made a good faith attempt to comply with the submission requirements and promptly amend the interactive data files after becoming aware that the interactive data files fail to comply with the submission requirements. In accordance with Rule 406T of Regulation S-T, the information in these exhibits is furnished and deemed not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

ELDORADO ARTESIAN SPRINGS INC - FORM 10-Q - November 13, 2014

Attached files

ELDORADO ARTESIAN SPRINGS INC Reports