Delaware | 03-0366218 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) |
1050 Buckingham St., Watertown, CT | 06795 | |
(Address of principal executive offices) | (Zip Code) | |
Shares outstanding at | ||
Class | March 5, 2013 | |
Common Stock, $.001 Par Value | 21,374,011 |
PART I - FINANCIAL INFORMATION
|
Page
|
|
Item 1.
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Financial Statements.
|
|
Condensed Consolidated Balance Sheets as of January 31, 2013 and October 31, 2012
|
3
|
|
Condensed Consolidated Statements of Operations for the Three Months Ended January 31, 2013 and 2012
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4
|
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Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended January 31, 2013 and 2012
|
5
|
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Condensed Consolidated Statements of Cash Flows for the Three Months Ended January 31, 2013 and 2012
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6
|
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Notes to Condensed Consolidated Financial Statements
|
7-17
|
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations.
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18-23
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk.
|
23
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Item 4.
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Controls and Procedures.
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24
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PART II - OTHER INFORMATION
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||
Item 1.
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Legal Proceedings.
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25
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Item 1A.
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Risk Factors.
|
25
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Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
25
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Item 3.
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Defaults Upon Senior Securities.
|
25
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Item 4.
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Mine Safety Disclosures.
|
25
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Item 5.
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Other Information.
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25-26
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Item 6.
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Exhibits.
|
27-28
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SIGNATURE
|
29
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CRYSTAL ROCK HOLDINGS, INC. AND SUBSIDIARY
|
||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS
|
||||||||
January 31,
|
October 31,
|
|||||||
2013
|
2012
|
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$ | 647,346 | $ | 3,071,277 | ||||
Accounts receivable - net
|
7,983,812 | 7,950,067 | ||||||
Inventories
|
2,686,975 | 2,629,665 | ||||||
Current portion of deferred tax asset
|
421,679 | 421,679 | ||||||
Other current assets
|
1,766,631 | 1,387,288 | ||||||
TOTAL CURRENT ASSETS
|
13,506,443 | 15,459,976 | ||||||
PROPERTY AND EQUIPMENT - net
|
7,743,256 | 8,127,582 | ||||||
OTHER ASSETS:
|
||||||||
Goodwill
|
12,156,790 | 12,156,790 | ||||||
Other intangible assets - net
|
2,054,995 | 2,312,433 | ||||||
Other assets
|
39,000 | 39,000 | ||||||
TOTAL OTHER ASSETS
|
14,250,785 | 14,508,223 | ||||||
TOTAL ASSETS
|
$ | 35,500,484 | $ | 38,095,781 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Current portion of long term debt
|
$ | 3,815,103 | $ | 3,815,103 | ||||
Accounts payable
|
1,940,587 | 1,709,506 | ||||||
Accrued expenses
|
1,987,876 | 2,254,994 | ||||||
Current portion of customer deposits
|
635,191 | 650,540 | ||||||
Unrealized loss on derivatives
|
69,265 | 127,180 | ||||||
TOTAL CURRENT LIABILITIES
|
8,448,022 | 8,557,323 | ||||||
Long term debt, less current portion
|
6,697,500 | 7,251,000 | ||||||
Deferred tax liability
|
4,506,148 | 4,506,148 | ||||||
Subordinated debt
|
10,000,000 | 11,500,000 | ||||||
Customer deposits
|
2,430,735 | 2,487,123 | ||||||
TOTAL LIABILITIES
|
32,082,405 | 34,301,594 | ||||||
COMMITMENTS AND CONTINGENCIES
|
||||||||
STOCKHOLDERS' EQUITY:
|
||||||||
Common stock - $.001 par value, 50,000,000 authorized shares.
|
||||||||
21,960,229 issued and 21,380,611 outstanding shares as of
|
||||||||
January 31, 2013 and 21,960,229 issued and 21,380,731
|
||||||||
outstanding shares as of October 31, 2012
|
21,960 | 21,960 | ||||||
Additional paid in capital
|
58,462,497 | 58,462,497 | ||||||
Treasury stock, at cost, 579,618 shares as of January 31, 2013
|
||||||||
and 579,498 shares as of October 31, 2012
|
(878,695 | ) | (878,560 | ) | ||||
Accumulated deficit
|
(54,141,859 | ) | (53,735,401 | ) | ||||
Accumulated other comprehensive loss, net of tax
|
(45,824 | ) | (76,309 | ) | ||||
TOTAL STOCKHOLDERS' EQUITY
|
3,418,079 | 3,794,187 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$ | 35,500,484 | $ | 38,095,781 | ||||
See the notes to the condensed consolidated financial statements.
|
CRYSTAL ROCK HOLDINGS, INC. AND SUBSIDIARY
|
||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||||||
Three months ended January 31,
|
||||||||
2013
|
2012
|
|||||||
(Unaudited)
|
||||||||
NET SALES
|
$ | 17,042,865 | $ | 17,234,064 | ||||
COST OF GOODS SOLD
|
8,406,722 | 8,626,834 | ||||||
GROSS PROFIT
|
8,636,143 | 8,607,230 | ||||||
OPERATING EXPENSES:
|
||||||||
Selling, general and administrative expenses
|
8,355,674 | 7,648,482 | ||||||
Advertising expenses
|
222,444 | 323,323 | ||||||
Amortization
|
245,438 | 236,153 | ||||||
Gain on disposal of property and equipment
|
(24,208 | ) | (27,749 | ) | ||||
TOTAL OPERATING EXPENSES
|
8,799,348 | 8,180,209 | ||||||
(LOSS) INCOME FROM OPERATIONS
|
(163,205 | ) | 427,021 | |||||
OTHER EXPENSE:
|
||||||||
Interest expense
|
511,979 | 537,601 | ||||||
Gain on derivatives
|
(7,107 | ) | (6,941 | ) | ||||
TOTAL OTHER EXPENSE, NET
|
504,872 | 530,660 | ||||||
LOSS BEFORE INCOME TAX EXPENSE
|
(668,077 | ) | (103,639 | ) | ||||
INCOME TAX BENEFIT
|
(261,619 | ) | (49,339 | ) | ||||
NET LOSS
|
$ | (406,458 | ) | $ | (54,300 | ) | ||
NET LOSS PER SHARE - BASIC
|
$ | (0.02 | ) | $ | (0.00 | ) | ||
NET LOSS PER SHARE - DILUTED
|
$ | (0.02 | ) | $ | (0.00 | ) | ||
WEIGHTED AVERAGE SHARES USED IN COMPUTATION - BASIC
|
21,380,719 | 21,388,681 | ||||||
WEIGHTED AVERAGE SHARES USED IN COMPUTATION - DILUTED
|
21,380,719 | 21,388,681 |
CRYSTAL ROCK HOLDINGS, INC. AND SUBSIDIARY
|
||||||||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
|
||||||||
Three months ended January 31,
|
||||||||
2013
|
2012
|
|||||||
(Unaudited)
|
||||||||
NET LOSS
|
$ | (406,458 | ) | $ | (54,300 | ) | ||
OTHER COMPREHENSIVE INCOME, NET OF TAX:
|
||||||||
Cash Flow Hedges:
|
||||||||
Amortization of loss on derivative undesignated as cash flow hedge
|
10,044 | 22,732 | ||||||
Unrealized gain on derivatives designated as cash flow hedges
|
20,441 | 18,668 | ||||||
Other Comprehensive Income, net of tax
|
30,485 | 41,400 | ||||||
TOTAL COMPREHENSIVE LOSS
|
$ | (375,973 | ) | $ | (12,900 | ) |
CRYSTAL ROCK HOLDINGS, INC. AND SUBSIDIARY
|
||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||
Three months ended January 31,
|
||||||||
2013
|
2012
|
|||||||
(Unaudited)
|
||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net loss
|
$ | (406,458 | ) | $ | (54,300 | ) | ||
Adjustments to reconcile net loss to net cash provided by operating activities:
|
||||||||
Depreciation
|
837,630 | 892,898 | ||||||
Provision for bad debts on accounts receivable
|
50,747 | 68,306 | ||||||
Amortization
|
245,438 | 236,153 | ||||||
Non cash interest expense
|
12,000 | 12,000 | ||||||
Gain on derivatives
|
(7,107 | ) | (6,941 | ) | ||||
Gain on disposal of property and equipment
|
(24,208 | ) | (27,749 | ) | ||||
Changes in assets and liabilities:
|
||||||||
Accounts receivable
|
(84,492 | ) | 114,482 | |||||
Inventories
|
(57,310 | ) | (20,398 | ) | ||||
Other current assets
|
(404,966 | ) | 213,656 | |||||
Accounts payable
|
231,081 | (369,369 | ) | |||||
Accrued expenses
|
(261,818 | ) | (496,885 | ) | ||||
Customer deposits
|
(71,737 | ) | (108,989 | ) | ||||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
58,800 | 452,864 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Purchase of property and equipment
|
(453,304 | ) | (806,909 | ) | ||||
Proceeds from sale of property and equipment
|
24,208 | 52,251 | ||||||
Cash used for acquisitions
|
- | (7,000 | ) | |||||
NET CASH USED IN INVESTING ACTIVITIES
|
(429,096 | ) | (761,658 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Principal payments on long term debt
|
(2,053,500 | ) | (553,500 | ) | ||||
Purchase of treasury stock
|
(135 | ) | - | |||||
NET CASH USED IN FINANCING ACTIVITIES
|
(2,053,635 | ) | (553,500 | ) | ||||
NET DECREASE IN CASH AND CASH EQUIVALENTS
|
(2,423,931 | ) | (862,294 | ) | ||||
CASH AND CASH EQUIVALENTS - beginning of period
|
3,071,277 | 5,378,575 | ||||||
CASH AND CASH EQUIVALENTS - end of period
|
$ | 647,346 | $ | 4,516,281 | ||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||
Cash paid for interest
|
$ | 520,031 | $ | 529,256 | ||||
Cash paid (received) for income taxes
|
$ | 5,300 | $ | (212,730 | ) |
1.
|
BASIS OF PRESENTATION
|
January 31, 2013
|
October 31, 2012
|
|||||||||||||||||||||||
Gross Carrying
Amount
|
Accumulated
Amortization
|
Wgt. Avg. Amort.
Years
|
Gross Carrying
Amount
|
Accumulated
Amortization
|
Wgt. Avg. Amort.
Years
|
|||||||||||||||||||
Amortized Intangible Assets:
|
||||||||||||||||||||||||
Covenants Not to Compete
|
$ | 2,386,488 | $ | 2,026,821 | 2.85 | $ | 2,386,488 | $ | 1,986,405 | 3.04 | ||||||||||||||
Customer Lists
|
7,821,186 | 6,541,819 | 2.25 | 7,821,186 | 6,339,881 | 2.41 | ||||||||||||||||||
Other Identifiable Intangibles
|
644,913 | 228,952 | 26.66 | 656,913 | 225,868 | 26.90 | ||||||||||||||||||
Total
|
$ | 10,852,587 | $ | 8,797,592 | $ | 10,864,587 | $ | 8,552,154 |
|
Amortization expense for the three month periods ending January 31, 2013 and 2012 was $245,438 and $236,153, respectively. There were no changes in the carrying amount of goodwill for the three month periods ending January 31, 2013 and 2012.
|
|
The Agreement has a total loan capacity of $20,500,000 and obligates the Company to a $15,500,000 term note and access to a $5,000,000 revolving line of credit. The revolving line of credit can be used for the purchase of fixed assets, to fund acquisitions, to collateralize letters of credit, and for operating capital. There was no balance on the line of credit but it collateralized a letter of credit of $1,504,000 as of January 31, 2013. Consequently, as of that date, there was $3,496,000 available to borrow from the revolving line of credit. There was $8,911,500 outstanding on the term note as of January 31, 2013.
|
|
Under the Agreement, interest is paid at a rate of one-month LIBOR plus a margin based on the achievement of a specified leverage ratio. As of January 31, 2013, the margin was 2.75% for the term note and 2.50% for the revolving line of credit. The Company is required to fix the interest rate on 75% of the outstanding balance of the term note and accomplishes this by entering into interest rate swap agreements. As of January 31, 2013, the Company had $1,853,000 of the term debt subject to variable interest rates. The one-month LIBOR was .21% on the last business day of January 2013 resulting in total variable interest rates of 2.96% and 2.71%, for the term note and the revolving line of credit, respectively, as of January 31, 2013.
|
January 31, | October 31, | |||||||
2013 | 2012 | |||||||
Finished Goods
|
$ | 2,529,360 | $ | 2,447,605 | ||||
Raw Materials
|
157,615 | 182,060 | ||||||
Total Inventories
|
$ | 2,686,975 | $ | 2,629,665 |
Before-Tax
|
Tax Benefit
|
Net-of-Tax
|
||||||||||
Three Months Ended January 31, 2012
|
||||||||||||
Loss on interest rate swap
|
$ | (50,450 | ) | $ | 20,180 | $ | (30,270 | ) | ||||
Amortization of loss on derivative undesignated as cash flow hedge
|
37,885 | (15,153 | ) | 22,732 | ||||||||
Reclassification adjustment for loss in income
|
81,564 | (32,626 | ) | 48,938 | ||||||||
Net unrealized gain
|
$ | 68,999 | $ | (27,599 | ) | $ | 41,400 | |||||
Three Months Ended January 31, 2013
|
||||||||||||
Loss on interest rate swap
|
$ | (20,660 | ) | $ | 8,264 | $ | (12,396 | ) | ||||
Amortization of loss on derivative undesignated as cash flow hedge
|
16,740 | (6,696 | ) | 10,044 | ||||||||
Reclassification adjustment for loss in income
|
54,728 | (21,891 | ) | 32,837 | ||||||||
Net unrealized gain
|
$ | 50,808 | $ | (20,323 | ) | $ | 30,485 |
|
Fair Value Hierarchy
|
|
The Company’s assets and liabilities measured at fair value on a recurring basis are as follows:
|
Level 1
|
Level 2
|
Level 3
|
||||||||||
Liabilities:
|
||||||||||||
January 31, 2013
|
||||||||||||
Unrealized loss on derivatives
|
$ | - | $ | 69,265 | $ | - | ||||||
October 31, 2012
|
||||||||||||
Unrealized loss on derivatives
|
$ | - | $ | 127,180 | $ | - |
§
|
In the “float” model, the rate reflects where the market expects LIBOR to be in for the respective period and is based on the Eurodollar futures market.
|
§
|
The discount factor is a function of the volatility of LIBOR.
|
Level 1
|
Level 2
|
Level 3
|
||||||||||
Assets:
|
||||||||||||
October 31, 2012
|
||||||||||||
Goodwill (a)
|
$ | - | $ | - | $ | 12,156,790 | ||||||
(a)
|
In accordance with FASB Accounting Standards Codification Subtopic 350-20, goodwill with a carrying amount of $32,123,294 was written down to its implied fair value of $12,156,790, resulting in an impairment charge of $19,966,504, which was included in earnings for the period.
|
Three Months Ended
January 31,
|
||||||||
2013
|
2012
|
|||||||
Net Loss
|
$ | (406,458 | ) | $ | (54,300 | ) | ||
Denominator:
|
||||||||
Basic Weighted Average Shares Outstanding
|
21,380,719 | 21,388,681 | ||||||
Dilutive effect of Stock Options
|
- | - | ||||||
Diluted Weighted Average Shares Outstanding
|
21,380,719 | 21,388,681 | ||||||
Basic Loss Per Share
|
$ | (.02 | ) | $ | .00 | |||
Diluted Loss Per Share
|
$ | (.02 | ) | $ | .00 |
Exercise
Price
Range
|
Outstanding
Options
(Shares)
|
Weighted Average Remaining
Contractual
Life
|
Weighted
Average
Exercise
Price
|
Intrinsic
Value
as of
January 31, 2013
|
|||||||||||
$ 1.80 - $2.36 | 201,500 | 2.4 | $ 2.32 | $ | - | ||||||||||
$ 3.18 - $3.38 | 10,000 | .8 | 3.28 | - | |||||||||||
211,500 | 2.3 | $ 2.38 | $ | - |
9.
|
RECENT ACCOUNTING PRONOUNCEMENTS
|
10.
|
SIGNIFICANT ACCOUNTING POLICIES
|
11.
|
SUBSEQUENT EVENTS
|
Product Line
|
2013
|
2012
|
Difference
|
% Diff.
|
(000’s $)
|
||||
Water
|
$6,656
|
$6,582
|
$ 74
|
1%
|
Coffee
|
4,209
|
4,470
|
(261)
|
(6%)
|
Refreshment
|
2,784
|
2,836
|
(52)
|
(2%)
|
Equipment Rental
|
2,075
|
2,113
|
(38)
|
(2%)
|
Other
|
1,319
|
1,233
|
86
|
7%
|
Total
|
$17,043
|
$17,234
|
$191
|
(1%)
|
Payment due by Period
|
||||||||||||||||||||
Contractual Obligations (2)
|
Total
|
Remainder
of 2013
|
2014-2015 | 2016-2017 |
After 2017
|
|||||||||||||||
Debt (3)
|
$ | 20,513,000 | $ | 1,762,000 | $ | 18,751,000 | $ | - | $ | - | ||||||||||
Interest on Debt (1)
|
4,990,000 | 1,788,000 | 3,202,000 | - | - | |||||||||||||||
Operating Leases
|
14,150,000 | 2,966,000 | 6,177,000 | 3,579,000 | 1,428,000 | |||||||||||||||
Licensing Fees
|
875,000 | 264,000 | 611,000 | - | - | |||||||||||||||
Total
|
$ | 40,528,000 | $ | 6,780,000 | $ | 28,741,000 | $ | 3,579,000 | $ | 1,428,000 |
(1)
|
Interest based on 75% of outstanding senior debt at the hedged interest rate discussed above, 25% of outstanding senior debt at a variable rate of 2.96%, and subordinated debt at a rate of 12%.
|
(2)
|
Customer deposits have been excluded from the table. Deposit balances vary from period to period with water sales but future increases and decreases in the balances are not accurately predictable. Deposits are excluded because, net of periodic additions and reductions, it is probable that a customer deposit balance will always be outstanding as long as the business operates.
|
(3)
|
Does not include the Third Amendment to the Amended and Restated Credit Agreement and the $1,500,000 discretionary repayment of subordinated debt made in March 2013.
|
Issuer Purchases of Equity Securities
|
||||||||||||||||
Total Number of Shares
Purchased
|
Average Price Paid
per Share (1)
|
Total Number of Shares as Part of a Publicly Announced
Program (2)
|
Maximum Expenditure that May Yet be used for Purchases Under the
Program (2)
|
|||||||||||||
November 1-30
|
- | - | - | $ | 491,831 | |||||||||||
December 1-31
|
- | - | - | 491,831 | ||||||||||||
January 1-31
|
120 | $ | 1.12 | 120 | 491,696 | |||||||||||
Total
|
120 | $ | 1.12 | 120 |
(1)
|
Includes transaction costs.
|
(2)
|
On May 14, 2012 we announced a program to repurchase up to $500,000 of our common stock. There is no expiration date for the plan to repurchase additional shares and the dollar limit may not be reached.
|
|
3.1
|
Certificate of Incorporation (Incorporated by reference to Exhibit B to Appendix A to our registration statement on Form S-4, File No. 333-45226, filed with the SEC on September 6, 2000)
|
|
3.2
|
Certificate of Amendment of Certificate of Incorporation (Incorporated by reference to Exhibit 4.2 of our current report on Form 8-K, filed with the SEC on October 19, 2000)
|
|
3.3
|
Certificate of Ownership and Merger of Crystal Rock Holdings, Inc. with and into Vermont Pure Holdings, Ltd. (Incorporated by reference to Exhibit 3.1 to our current report on Form 8-K, filed with the SEC on May 6, 2010)
|
|
3.4
|
By-laws, as amended (Incorporated by reference to Exhibit 3.2 to our report on Form 8-K, filed with the SEC on April 2, 2010)
|
Third Amendment to the Credit Agreement with Bank of America dated March 13, 2013.
|
|
Amendment of Second Amended and Restated Subordinated Note and Subordinated Note to Henry Baker dated March 13, 2013
|
|
Amendment of Subordinated Note to Peter Baker and John Baker dated March 13, 2013
|
|
Second Amended and Restated Term Note to Bank of America dated March 13, 2013
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
101
|
Interactive Data Files regarding (a) our Condensed Consolidated Balance Sheets as of January 31, 2013 and October 31, 2012, (b) our Condensed Consolidated Statements of Operations for the Three Months Ended January 31, 2013 and 2012, (c) our Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended January 31, 2013 and 2012, (d) our Condensed Consolidated Statements of Cash Flows for the Three Months Ended January 31, 2013 and 2012, and (e) the Notes to such Condensed Consolidated Financial Statements.
|
Third Amendment to the Credit Agreement with Bank of America dated March 13, 2013.
|
|
Amendment of Second Amended and Restated Subordinated Note and Subordinated Note to Henry Baker dated March 13, 2013
|
|
Amendment of Subordinated Note to Peter Baker and John Baker dated March 13, 2013
|
|
Second Amended and Restated Term Note to Bank of America dated March 13, 2013
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley act of 2002.
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley act of 2002.
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101
|
Interactive Data Files regarding (a) our Condensed Consolidated Balance Sheets as of January 31, 2013 and October 31, 2012, (b) our Condensed Consolidated Statements of Operations for the Three Months Ended January 31, 2013 and 2012, (c) our Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended January 31, 2013 and 2012, (d) our Condensed Consolidated Statements of Cash Flows for the Three Months Ended January 31, 2013 and 2012, and (e) the Notes to such Condensed Consolidated Financial Statements.
|
Level
|
Total Leverage
Ratio
|
Base Rate Loans
|
Revolving Credit LIBOR Rate Loans
|
Letter of
Credit
Fees
|
Term Loan LIBOR Rate Loan
|
I
|
Less than 2.00:1.00
|
0.00%
|
1.25%
|
1.25%
|
1.50%
|
II
|
Greater than or equal to 2.00:1.00 but less than 2.50:1.00
|
0.25%
|
1.75%
|
1.75%
|
2.00%
|
III
|
Greater than or equal to 2.50:1.00 but less than 3.25:1.00
|
0.75%
|
2.25%
|
2.25%
|
2.50%
|
IV
|
Greater than or equal to 3.25:1.00
|
1.25%
|
2.75%
|
2.75%
|
3.00%
|
|
Name:
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Peter K. Baker
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Title:
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Chief Executive Officer
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Name:
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Peter K. Baker
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Title:
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Manager and Chief Executive Officer
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Name:
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Matthew E. Hummel
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2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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|
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4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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|
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b) Designed such internal control over financial reporting, or cause such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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|
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d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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|
|
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b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
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2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
|
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3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
|
|
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
|
|
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
|
b) Designed such internal control over financial reporting, or cause such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
|
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
|
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d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
|
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5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
|
|
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
|
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b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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