Delaware | 03-0366218 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
1050 Buckingham St., Watertown, CT | 06795 |
(Address of principal executive offices) | (Zip Code) |
Large accelerated filer _____ | Accelerated filer ____ |
Non-accelerated filer _____ | Smaller reporting company X |
(Do not check if smaller reporting company) |
Class | Shares outstanding at |
Common Stock, $.001 Par Value | September 14, 2015 |
21,358,411 |
Page
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PART I - FINANCIAL INFORMATION
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Item 1.
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Financial Statements.
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Consolidated Balance Sheets as of July 31, 2015 and October 31, 2014
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3
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Consolidated Statements of Operations for the Three and Nine Months Ended July 31, 2015 and 2014
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4
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Consolidated Statements of Comprehensive (Loss) Income for the Three and Nine Months Ended July 31, 2015 and 2014
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5
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Consolidated Statements of Cash Flows for the Nine Months Ended July 31, 2015 and 2014
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6
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Notes to Consolidated Financial Statements
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7-16
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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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17-25
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk.
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26
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Item 4.
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Controls and Procedures.
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26
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PART II - OTHER INFORMATION
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Legal Proceedings.
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27
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Risk Factors.
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27
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Unregistered Sales of Equity Securities and Use of Proceeds.
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27
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Defaults Upon Senior Securities.
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27
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Mine Safety Disclosures.
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27
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Other Information.
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27
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Exhibits.
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27-28
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SIGNATURE
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29
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CONSOLIDATED BALANCE SHEETS
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||||||||
July 31,
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October 31,
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|||||||
2015
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2014
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|||||||
(Unaudited)
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||||||||
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||||||||
ASSETS | ||||||||
CURRENT ASSETS:
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||||||||
Cash and cash equivalents
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$ | 824,721 | $ | 1,841,044 | ||||
Accounts receivable, trade - net of reserve of $318,576 and
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||||||||
$273,346 for 2015 and 2014, respectively
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10,089,878 | 9,717,721 | ||||||
Inventories
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2,689,133 | 2,440,364 | ||||||
Current portion of deferred tax asset
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359,825 | 359,825 | ||||||
Other current assets
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1,305,041 | 869,372 | ||||||
TOTAL CURRENT ASSETS
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15,268,598 | 15,228,326 | ||||||
PROPERTY AND EQUIPMENT - net
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7,062,631 | 7,088,620 | ||||||
OTHER ASSETS:
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||||||||
Goodwill
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12,156,790 | 12,156,790 | ||||||
Other intangible assets - net
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2,349,088 | 2,783,424 | ||||||
Deferred tax asset
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73,492 | 73,492 | ||||||
Other assets
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39,000 | 39,000 | ||||||
TOTAL OTHER ASSETS
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14,618,370 | 15,052,706 | ||||||
TOTAL ASSETS
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$ | 36,949,599 | $ | 37,369,652 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
CURRENT LIABILITIES:
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||||||||
Line of credit
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$ | - | $ | 500,000 | ||||
Current portion of long term debt
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1,599,996 | 1,631,424 | ||||||
Accounts payable
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3,289,228 | 3,920,196 | ||||||
Accrued expenses
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2,307,973 | 2,559,937 | ||||||
Current portion of customer deposits
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655,220 | 631,836 | ||||||
Current portion of unrealized loss on derivatives
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13,065 | 27,480 | ||||||
TOTAL CURRENT LIABILITIES
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7,865,482 | 9,270,873 | ||||||
Long term debt, less current portion
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10,133,338 | 6,940,488 | ||||||
Deferred tax liability
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4,149,003 | 4,149,003 | ||||||
Subordinated debt
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9,000,000 | 10,000,000 | ||||||
Customer deposits, less current portion
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2,548,523 | 2,446,305 | ||||||
Long term portion of unrealized loss on derivatives
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- | 1,036 | ||||||
TOTAL LIABILITIES
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33,696,346 | 32,807,705 | ||||||
COMMITMENTS AND CONTINGENCIES
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||||||||
STOCKHOLDERS' EQUITY:
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||||||||
Common stock - $.001 par value, 50,000,000 authorized shares,
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||||||||
21,960,229 issued and 21,358,411 outstanding shares as of
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||||||||
July 31, 2015 and October 31, 2014
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21,960 | 21,960 | ||||||
Additional paid in capital
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58,469,619 | 58,466,706 | ||||||
Treasury stock, at cost, 601,818 shares as of July 31, 2015
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and October 31, 2014
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(900,360 | ) | (900,360 | ) | ||||
Accumulated deficit
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(54,330,127 | ) | (53,009,249 | ) | ||||
Accumulated other comprehensive loss
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(7,839 | ) | (17,110 | ) | ||||
TOTAL STOCKHOLDERS' EQUITY
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3,253,253 | 4,561,947 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
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$ | 36,949,599 | $ | 37,369,652 |
CONSOLIDATED STATEMENTS OF OPERATIONS
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||||||||||||||||
Three months ended July 31,
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Nine months ended July 31,
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|||||||||||||||
2015
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2014
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2015
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2014
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(unaudited)
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(unaudited)
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NET SALES
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$ | 19,327,381 | $ | 19,213,668 | $ | 55,754,042 | $ | 56,221,151 | ||||||||
COST OF GOODS SOLD
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10,710,465 | 9,568,976 | 30,990,601 | 29,497,950 | ||||||||||||
GROSS PROFIT
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8,616,916 | 9,644,692 | 24,763,441 | 26,723,201 | ||||||||||||
OPERATING EXPENSES:
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||||||||||||||||
Selling, general and administrative expenses
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7,771,306 | 7,955,214 | 24,156,224 | 24,482,238 | ||||||||||||
Advertising expenses
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124,164 | 204,997 | 521,435 | 555,901 | ||||||||||||
Amortization
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187,848 | 194,657 | 556,602 | 811,373 | ||||||||||||
Gain on disposal of property and equipment
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(1,444 | ) | (401 | ) | (51,265 | ) | (5,334 | ) | ||||||||
TOTAL OPERATING EXPENSES
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8,081,874 | 8,354,467 | 25,182,996 | 25,844,178 | ||||||||||||
INCOME (LOSS) FROM OPERATIONS
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535,042 | 1,290,225 | (419,555 | ) | 879,023 | |||||||||||
OTHER EXPENSE:
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||||||||||||||||
Interest expense
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452,430 | 377,864 | 1,220,323 | 1,128,054 | ||||||||||||
INCOME (LOSS) BEFORE INCOME TAXES
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82,612 | 912,361 | (1,639,878 | ) | (249,031 | ) | ||||||||||
INCOME TAX EXPENSE (BENEFIT)
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335,546 | 346,697 | (319,000 | ) | (94,632 | ) | ||||||||||
NET (LOSS) INCOME
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$ | (252,934 | ) | $ | 565,664 | $ | (1,320,878 | ) | $ | (154,399 | ) | |||||
NET (LOSS) INCOME PER SHARE - BASIC
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$ | (0.01 | ) | $ | 0.03 | $ | (0.06 | ) | $ | (0.01 | ) | |||||
NET (LOSS) INCOME PER SHARE - DILUTED
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$ | (0.01 | ) | $ | 0.03 | $ | (0.06 | ) | $ | (0.01 | ) | |||||
WEIGHTED AVERAGE SHARES USED IN COMPUTATION - BASIC
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21,358,411 | 21,360,411 | 21,358,411 | 21,360,470 | ||||||||||||
WEIGHTED AVERAGE SHARES USED IN COMPUTATION - DILUTED
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21,358,411 | 21,360,411 | 21,358,411 | 21,360,470 |
CRYSTAL ROCK HOLDINGS, INC. AND SUBSIDIARY
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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
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||||||||||||||||
Three months ended July 31,
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Nine months ended July 31,
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2015
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2014
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2015
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2014
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(unaudited)
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(unaudited)
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NET (LOSS) INCOME
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$ | (252,934 | ) | $ | 565,664 | $ | (1,320,878 | ) | $ | (154,399 | ) | |||||
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
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||||||||||||||||
Cash Flow Hedges:
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||||||||||||||||
Unrealized gain on derivatives designated as cash flow hedges
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3,212 | 6,355 | 9,271 | 11,474 | ||||||||||||
Other Comprehensive Income, net of tax
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3,212 | 6,355 | 9,271 | 11,474 | ||||||||||||
TOTAL COMPREHENSIVE (LOSS) INCOME
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$ | (249,722 | ) | $ | 572,019 | $ | (1,311,607 | ) | $ | (142,925 | ) |
CRYSTAL ROCK HOLDINGS, INC. AND SUBSIDIARY
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CONSOLIDATED STATEMENTS OF CASH FLOWS
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Nine months ended July 31,
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||||||||
2015
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2014
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(Unaudited)
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||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
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Net loss
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$ | (1,320,878 | ) | $ | (154,399 | ) | ||
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
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||||||||
Depreciation
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2,037,431 | 2,020,758 | ||||||
Provision for bad debts on accounts receivable
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215,752 | 195,691 | ||||||
Amortization
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556,602 | 811,373 | ||||||
Gain on disposal of property and equipment
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(51,265 | ) | (5,334 | ) | ||||
Non cash share-based compensation
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2,913 | 3,238 | ||||||
Change in contingent consideration liability
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(4,764 | ) | - | |||||
Changes in operating assets and liabilities:
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||||||||
Accounts receivable
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(587,909 | ) | (567,280 | ) | ||||
Inventories
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(248,769 | ) | 40,346 | |||||
Other current assets
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(441,849 | ) | (309,204 | ) | ||||
Accounts payable
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(630,968 | ) | (759,728 | ) | ||||
Accrued expenses
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(251,964 | ) | 253,334 | |||||
Customer deposits
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125,602 | 37,469 | ||||||
NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES
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(600,066 | ) | 1,566,264 | |||||
CASH FLOWS FROM INVESTING ACTIVITIES:
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Purchase of property and equipment
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(2,009,583 | ) | (1,595,978 | ) | ||||
Proceeds from sale of property and equipment
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60,918 | 5,548 | ||||||
Cash used for acquisitions
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(66,196 | ) | (249,632 | ) | ||||
NET CASH USED IN INVESTING ACTIVITIES
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(2,014,861 | ) | (1,840,062 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES:
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||||||||
Net line of credit (repayments) borrowings
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(500,000 | ) | 300,000 | |||||
Proceeds from long term debt
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4,404,752 | - | ||||||
Principal payments on long term debt
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(2,246,066 | ) | (1,178,568 | ) | ||||
Payments of debt issuance costs
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(60,082 | ) | - | |||||
Purchase of treasury stock
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- | (3,627 | ) | |||||
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES
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1,598,604 | (882,195 | ) | |||||
NET DECREASE IN CASH AND CASH EQUIVALENTS
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(1,016,323 | ) | (1,155,993 | ) | ||||
CASH AND CASH EQUIVALENTS - beginning of period
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1,841,044 | 2,089,787 | ||||||
CASH AND CASH EQUIVALENTS - end of period
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$ | 824,721 | $ | 933,794 | ||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
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Cash paid for interest
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$ | 1,173,355 | $ | 1,122,326 | ||||
Cash (received) paid for income taxes
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$ | (159,261 | ) | $ | 81,126 | |||
NON-CASH FINANCING AND INVESTING ACTIVITIES:
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||||||||
Notes payable issued in acquisitions
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$ | 7,500 | $ | 60,000 |
July 31, 2015 | October 31, 2014 | |||||||||||||||||||||||
Gross Carrying
Amount
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Accumulated
Amortization
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Wgt. Avg. Amort.
Years
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Gross Carrying
Amount
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Accumulated
Amortization
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Wgt. Avg. Amort.
Years
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|||||||||||||||||||
Amortized Intangible Assets:
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||||||||||||||||||||||||
Covenants Not to Compete
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$ | 2,536,488 | $ | 2,361,321 | 2.67 | $ | 2,526,488 | $ | 2,296,369 | 3.04 | ||||||||||||||
Customer Lists
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10,313,819 | 8,485,170 | 3.17 | 10,261,635 | 8,006,107 | 3.78 | ||||||||||||||||||
Other Identifiable Intangibles
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608,393 | 263,121 | 24.24 | 548,311 | 250,534 | 24.96 | ||||||||||||||||||
Total
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$ | 13,458,700 | $ | 11,109,612 | $ | 13,336,434 | $ | 10,553,010 |
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Amortization expense for the three month periods ending July 31, 2015 and 2014 was $187,848 and $194,657, respectively. Amortization expense for the nine month periods ending July 31, 2015 and 2014 was $556,602 and $811,373, respectively. There were no changes in the carrying amount of goodwill for the three and nine month periods ending July 31, 2015 and 2014.
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July 31, | October 31, | |||||||
2015 | 2014 | |||||||
Finished Goods | $ | 2,512,626 | $ | 2,219,351 | ||||
Raw Materials | 176,507 | 221,013 | ||||||
Total Inventories | $ | 2,689,133 | $ | 2,440,364 |
Before-Tax
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Tax (Expense) Benefit
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Net-of-Tax
|
||||||||||
Three Months Ended July 31, 2014
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||||||||||||
Gain on interest rate swap
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$ | 1,437 | $ | (575 | ) | $ | 862 | |||||
Reclassification adjustment for loss in income
|
9,155 | (3,662 | ) | 5,493 | ||||||||
Net unrealized gain
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$ | 10,592 | $ | (4,237 | ) | $ | 6,355 | |||||
Three Months Ended July 31, 2015
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||||||||||||
Loss on interest rate swap
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$ | (1,718 | ) | $ | 687 | $ | (1,031 | ) | ||||
Reclassification adjustment for loss in income
|
7,071 | (2,828 | ) | 4,243 | ||||||||
Net unrealized gain
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$ | 5,353 | $ | (2,141 | ) | $ | 3,212 |
Before-Tax
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Tax (Expense) Benefit
|
Net-of-Tax
|
||||||||||
Nine Months Ended July 31, 2014
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||||||||||||
Loss on interest rate swap
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$ | (8,907 | ) | $ | 3,563 | $ | (5,344 | ) | ||||
Reclassification adjustment for loss in income
|
28,031 | (11,213 | ) | 16,818 | ||||||||
Net unrealized gain
|
$ | 19,124 | $ | (7,650 | ) | $ | 11,474 | |||||
Nine Months Ended July 31, 2015
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||||||||||||
Loss on interest rate swap
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$ | (7,182 | ) | $ | 2,873 | $ | (4,309 | ) | ||||
Reclassification adjustment for loss in income
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22,634 | (9,054 | ) | 13,580 | ||||||||
Net unrealized gain
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$ | 15,452 | $ | (6,181 | ) | $ | 9,271 |
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Fair Value Hierarchy
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The Company’s assets and liabilities measured at fair value on a recurring basis are as follows:
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Level 1
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Level 2
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Level 3
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||||||||||
Liabilities:
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||||||||||||
July 31, 2015
|
||||||||||||
Unrealized loss on derivatives
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$ | - | $ | 13,065 | $ | - | ||||||
October 31, 2014
|
||||||||||||
Unrealized loss on derivatives
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$ | - | $ | 28,516 | $ | - |
|
§
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In the “float” model, the rate reflects where the market expects LIBOR to be for the respective period and is based on the Eurodollar futures market.
|
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§
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The discount factor is a function of the volatility of LIBOR.
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Three Months Ended
July 31,
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Nine Months Ended
July 31,
|
|||||||||||||||
2015
|
2014
|
2015
|
2014
|
|||||||||||||
Net (Loss) Income
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$ | (252,934 | ) | $ | 565,664 | $ | (1,320,878 | ) | $ | (154,399 | ) | |||||
Denominator:
|
||||||||||||||||
Basic Weighted Average Shares Outstanding
|
21,358,411 | 21,360,411 | 21,358,411 | 21,360,470 | ||||||||||||
Dilutive effect of Stock Options
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- | - | - | - | ||||||||||||
Diluted Weighted Average Shares Outstanding
|
21,358,411 | 21,360,411 | 21,358,411 | 21,360,470 | ||||||||||||
Basic Income (Loss) Per Share
|
$ | (.01 | ) | $ | .03 | $ | (.06 | ) | $ | (.01 | ) | |||||
Diluted (Loss) Per Share
|
$ | (.01 | ) | $ | .03 | $ | (.06 | ) | $ | (.01 | ) |
Product Line (000’s $) | 2015 | 2014 | Difference |
% Diff.
|
||||||||||
Water | $ | 7,375 | $ | 7,592 | $ | (217 | ) | (3 | %) | |||||
Coffee | 3,226 | 3,424 | (198 | ) | (6 | %) | ||||||||
Refreshment | 2,896 | 2,935 | (39 | ) | (1 | %) | ||||||||
Equipment Rental | 1,809 | 2,066 | (257 | ) | (12 | %) | ||||||||
Office Products | 3,559 | 2,653 | 906 | 34 | % | |||||||||
Other | 462 | 544 | (82 | ) | (15 | %) | ||||||||
Total | $ | 19,327 | $ | 19,214 | $ | 113 | 1 | % |
Product Line | 2015 | 2014 | Difference | % Diff. | ||||||||||||
(000’s $) | ||||||||||||||||
Water | $ | 20,159 | $ | 20,738 | $ | (579 | ) | (3 | %) | |||||||
Coffee | 10,207 | 10,934 | (727 | ) | (7 | %) | ||||||||||
Refreshment | 8,344 | 8,274 | 70 | 1 | % | |||||||||||
Equipment Rental | 5,618 | 6,058 | (440 | ) | (7 | %) | ||||||||||
Office Products | 9,895 | 8,344 | 1,551 | 19 | % | |||||||||||
Other | 1,531 | 1,873 | (342 | ) | (18 | %) | ||||||||||
Total | $ | 55,754 | $ | 56,221 | $ | (467 | ) | (1 | %) |
Existing term loan
|
$ | 7,726,200 | ||
Repayment of subordinated debt
|
1,000,000 | |||
Administrative fees
|
72,500 | |||
Repayment of line of credit/operating cash
|
3,201,300 | |||
Total term loan obligation
|
$ | 12,000,000 |
Payment due by Period
|
||||||||||||||||||||
Contractual Obligations (2)
|
Total
|
Remainder
of 2015
|
2016-2017 | 2018-2019 |
After 2019
|
|||||||||||||||
Debt
|
$ | 20,733,000 | $ | 399,000 | $ | 3,200,000 | $ | 3,200,000 | $ | 13,934,000 | ||||||||||
Interest on Debt (1)
|
7,019,000 | 373,000 | 2,853,000 | 2,625,000 | 1,168,000 | |||||||||||||||
Operating Leases
|
8,691,000 | 827,000 | 5,090,000 | 2,229,000 | 545,000 | |||||||||||||||
Total
|
$ | 36,443,000 | $ | 1,599,000 | $ | 11,143,000 | $ | 8,054,000 | $ | 15,647,000 |
(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 3.19%, no outstanding balances on the line of credit, and subordinated debt at a rate of 12%.
|
(2)
|
Customer deposits have been excluded from the table. Deposit balances vary from period to period with water sales but future increases and decreases in the balances are not accurately predictable. Deposits are excluded because, net of periodic additions and reductions, it is probable that a customer deposit balance will always be outstanding as long as the business operates.
|
Exhibit
Number
|
Description |
|
3.1
|
Certificate of Incorporation (Incorporated by reference to Exhibit B to Appendix A to our registration statement on Form S-4, File No. 333-45226, filed with the SEC on September 6, 2000)
|
|
3.2
|
Certificate of Amendment of Certificate of Incorporation (Incorporated by reference to Exhibit 4.2 of our current report on Form 8-K, filed with the SEC on October 19, 2000)
|
|
3.3
|
Certificate of Ownership and Merger of Crystal Rock Holdings, Inc. with and into Vermont Pure Holdings, Ltd. (Incorporated by reference to Exhibit 3.1 to our current report on Form 8-K, filed with the SEC on May 6, 2010)
|
|
3.4
|
By-laws, as amended (Incorporated by reference to Exhibit 3.2 to our report on Form 8-K, filed with the SEC on April 2, 2010)
|
|
First Amendment Agreement dated September 16, 2015 by and among Crystal Rock Holdings, Inc., Crystal Rock LLC and Bank of American, N.A.
|
|
Amendments to Subordinated Notes dated September 16, 2015 between Crystal Rock Holdings, Inc. and each of Henry Baker, Peter Baker and John Baker, respectively.
|
|
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 Consolidated Balance Sheets as of July 31, 2015 and October 31, 2014, (b) our Consolidated Statements of Operations for the Three and Nine Months Ended July 31, 2015 and 2014, (c) our Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended July 31, 2015 and 2014, (d) our Consolidated Statements of Cash Flows for the Nine Months Ended July 31, 2015 and 2014, and (e) the Notes to such Consolidated Financial Statements.
|
CRYSTAL ROCK HOLDINGS, INC. | |
By: /s/ David Jurasek | |
David Jurasek
|
|
Vice President of Finance
|
|
(Principal Accounting Officer and Principal Financial Officer)
|
Exhibit
Number
|
Description |
|
First Amendment Agreement dated September 16, 2015 by and among Crystal Rock Holdings, Inc., Crystal Rock LLC and Bank of American, N.A.
|
|
Amendments to Subordinated Notes dated September 16, 2015 between Crystal Rock Holdings, Inc. and each of Henry Baker, Peter Baker and John Baker, respectively.
|
|
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 Consolidated Balance Sheets as of July 31, 2015 and October 31, 2014, (b) our Consolidated Statements of Operations for the Three and Nine Months Ended July 31, 2015 and 2014, (c) our Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended July 31, 2015 and 2014, (d) our Consolidated Statements of Cash Flows for the Nine Months Ended July 31, 2015 and 2014, and (e) the Notes to such Consolidated Financial Statements.
|
Reference Periods:
|
Minimum Historical Consolidated EBITDA
|
Reference Period ending July 31, 2015
|
$3,775,000
|
Reference Period ending October 31, 2015
|
$3,450,000
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Reference Period ending January 31, 2016
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$3,350,000
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Reference Period ending April 30, 2016
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$4,000,000
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Reference Period ending July 31, 2016
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$4,150,000
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Reference Period ending October 31, 2016
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$4,200,000
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CRYSTAL ROCK HOLDINGS, INC. | |
By : /s/ Peter K. Baker | |
Name: Peter K. Baker | |
Title: Chief Executive Officer | |
CRYSTAL ROCK LLC | |
By: /s/ Peter K. Baker | |
Name: Peter K. Baker | |
Title: Manager and Chief Executive Officer | |
BANK OF AMERICA, N.A. , as Administrative Agent and Lender | |
By: /s/ Donald K. Bates | |
Name: Donald K. Bates | |
Title: Sr. Portfolio Management Officer |
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1. I have reviewed this quarterly report on Form 10-Q of Crystal Rock Holdings, Inc.;
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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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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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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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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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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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Date: September 18, 2015 | /s/ Peter K. Baker |
Peter K. Baker, Chief Executive Officer |
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1. I have reviewed this quarterly report on Form 10-Q of Crystal Rock Holdings, Inc.;
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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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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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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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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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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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Date: September 18, 2015 | /s/ David Jurasek |
David Jurasek, Vice President of Finance (Principal Financial Officer) |