Crystal Rock Holdings, Inc. (Form: 10-Q, Received: 09/18/2015 16:04:09)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

( Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2015

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _________

Commission File Number: 000-31797

CRYSTAL ROCK HOLDINGS, INC.

(Exact name of registrant as specified in Its charter)

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)

(860) 945-0661

( Registrant's telephone number, including area code)

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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes X No ____

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 ____

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 _____	Accelerated filer ____

Non-accelerated filer _____	Smaller reporting company X
(Do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ____ No X

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class	Shares outstanding at
Common Stock, $.001 Par Value	September 14, 2015
	21,358,411

CRYSTAL ROCK HOLDINGS, INC. AND SUBSIDIARY

Table of Contents

		Page

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements.

	Consolidated Balance Sheets as of July 31, 2015 and October 31, 2014	3

	Consolidated Statements of Operations for the Three and Nine Months Ended July 31, 2015 and 2014	4

	Consolidated Statements of Comprehensive (Loss) Income for the Three and Nine Months Ended July 31, 2015 and 2014	5

	Consolidated Statements of Cash Flows for the Nine Months Ended July 31, 2015 and 2014	6

	Notes to Consolidated Financial Statements	7-16

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	17-25

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	26

Item 4.	Controls and Procedures.	26

PART II - OTHER INFORMATION

	Legal Proceedings.	27

	Risk Factors.	27

	Unregistered Sales of Equity Securities and Use of Proceeds.	27

	Defaults Upon Senior Securities.	27

	Mine Safety Disclosures.	27

	Other Information.	27

	Exhibits.	27-28

SIGNATURE		29

CRYSTAL ROCK HOLDINGS, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

		July 31,			October 31,
		2015			2014
	(Unaudited)


ASSETS

CURRENT ASSETS:
Cash and cash equivalents		$	824,721		$	1,841,044
Accounts receivable, trade - net of reserve of $318,576 and
$273,346 for 2015 and 2014, respectively			10,089,878			9,717,721
Inventories			2,689,133			2,440,364
Current portion of deferred tax asset			359,825			359,825
Other current assets			1,305,041			869,372

TOTAL CURRENT ASSETS			15,268,598			15,228,326

PROPERTY AND EQUIPMENT - net			7,062,631			7,088,620

OTHER ASSETS:
Goodwill			12,156,790			12,156,790
Other intangible assets - net			2,349,088			2,783,424
Deferred tax asset			73,492			73,492
Other assets			39,000			39,000

TOTAL OTHER ASSETS			14,618,370			15,052,706

TOTAL ASSETS		$	36,949,599		$	37,369,652

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Line of credit		$	-		$	500,000
Current portion of long term debt			1,599,996			1,631,424
Accounts payable			3,289,228			3,920,196
Accrued expenses			2,307,973			2,559,937
Current portion of customer deposits			655,220			631,836
Current portion of unrealized loss on derivatives			13,065			27,480
TOTAL CURRENT LIABILITIES			7,865,482			9,270,873

Long term debt, less current portion			10,133,338			6,940,488
Deferred tax liability			4,149,003			4,149,003
Subordinated debt			9,000,000			10,000,000
Customer deposits, less current portion			2,548,523			2,446,305
Long term portion of unrealized loss on derivatives			-			1,036

TOTAL LIABILITIES			33,696,346			32,807,705

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
Common stock - $.001 par value, 50,000,000 authorized shares,
21,960,229 issued and 21,358,411 outstanding shares as of
July 31, 2015 and October 31, 2014			21,960			21,960
Additional paid in capital			58,469,619			58,466,706
Treasury stock, at cost, 601,818 shares as of July 31, 2015
and October 31, 2014			(900,360	)		(900,360	)
Accumulated deficit			(54,330,127	)		(53,009,249	)
Accumulated other comprehensive loss			(7,839	)		(17,110	)
TOTAL STOCKHOLDERS' EQUITY			3,253,253			4,561,947

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	36,949,599		$	37,369,652

See the notes to the consolidated financial statements.

CRYSTAL ROCK HOLDINGS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three months ended July 31,						Nine months ended July 31,
	2015			2014			2015			2014
	(unaudited)						(unaudited)

NET SALES	$	19,327,381		$	19,213,668		$	55,754,042		$	56,221,151

COST OF GOODS SOLD		10,710,465			9,568,976			30,990,601			29,497,950

GROSS PROFIT		8,616,916			9,644,692			24,763,441			26,723,201

OPERATING EXPENSES:
Selling, general and administrative expenses		7,771,306			7,955,214			24,156,224			24,482,238
Advertising expenses		124,164			204,997			521,435			555,901
Amortization		187,848			194,657			556,602			811,373
Gain on disposal of property and equipment		(1,444	)		(401	)		(51,265	)		(5,334	)

TOTAL OPERATING EXPENSES		8,081,874			8,354,467			25,182,996			25,844,178

INCOME (LOSS) FROM OPERATIONS		535,042			1,290,225			(419,555	)		879,023

OTHER EXPENSE:
Interest expense		452,430			377,864			1,220,323			1,128,054

INCOME (LOSS) BEFORE INCOME TAXES		82,612			912,361			(1,639,878	)		(249,031	)

INCOME TAX EXPENSE (BENEFIT)		335,546			346,697			(319,000	)		(94,632	)

NET (LOSS) INCOME	$	(252,934	)	$	565,664		$	(1,320,878	)	$	(154,399	)

NET (LOSS) INCOME PER SHARE - BASIC	$	(0.01	)	$	0.03		$	(0.06	)	$	(0.01	)

NET (LOSS) INCOME PER SHARE - DILUTED	$	(0.01	)	$	0.03		$	(0.06	)	$	(0.01	)

WEIGHTED AVERAGE SHARES USED IN COMPUTATION - BASIC		21,358,411			21,360,411			21,358,411			21,360,470
WEIGHTED AVERAGE SHARES USED IN COMPUTATION - DILUTED		21,358,411			21,360,411			21,358,411			21,360,470

See the notes to the consolidated financial statements.

CRYSTAL ROCK HOLDINGS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

	Three months ended July 31,					Nine months ended July 31,
	2015			2014		2015			2014
	(unaudited)					(unaudited)


NET (LOSS) INCOME	$	(252,934	)	$	565,664	$	(1,320,878	)	$	(154,399	)
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Cash Flow Hedges:
Unrealized gain on derivatives designated as cash flow hedges		3,212			6,355		9,271			11,474
Other Comprehensive Income, net of tax		3,212			6,355		9,271			11,474
TOTAL COMPREHENSIVE (LOSS) INCOME	$	(249,722	)	$	572,019	$	(1,311,607	)	$	(142,925	)

See the notes to the consolidated financial statements.

CRYSTAL ROCK HOLDINGS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine months ended July 31,
	2015			2014
	(Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,320,878	)	$	(154,399	)
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
Depreciation		2,037,431			2,020,758
Provision for bad debts on accounts receivable		215,752			195,691
Amortization		556,602			811,373
Gain on disposal of property and equipment		(51,265	)		(5,334	)
Non cash share-based compensation		2,913			3,238
Change in contingent consideration liability		(4,764	)		-
Changes in operating assets and liabilities:
Accounts receivable		(587,909	)		(567,280	)
Inventories		(248,769	)		40,346
Other current assets		(441,849	)		(309,204	)
Accounts payable		(630,968	)		(759,728	)
Accrued expenses		(251,964	)		253,334
Customer deposits		125,602			37,469
NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES		(600,066	)		1,566,264

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(2,009,583	)		(1,595,978	)
Proceeds from sale of property and equipment		60,918			5,548
Cash used for acquisitions		(66,196	)		(249,632	)
NET CASH USED IN INVESTING ACTIVITIES		(2,014,861	)		(1,840,062	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net line of credit (repayments) borrowings		(500,000	)		300,000
Proceeds from long term debt		4,404,752			-
Principal payments on long term debt		(2,246,066	)		(1,178,568	)
Payments of debt issuance costs		(60,082	)		-
Purchase of treasury stock		-			(3,627	)
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES		1,598,604			(882,195	)

NET DECREASE IN CASH AND CASH EQUIVALENTS		(1,016,323	)		(1,155,993	)

CASH AND CASH EQUIVALENTS - beginning of period		1,841,044			2,089,787

CASH AND CASH EQUIVALENTS - end of period	$	824,721		$	933,794

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid for interest	$	1,173,355		$	1,122,326

Cash (received) paid for income taxes	$	(159,261	)	$	81,126

NON-CASH FINANCING AND INVESTING ACTIVITIES:

Notes payable issued in acquisitions	$	7,500		$	60,000

See the notes to the consolidated financial statements.

CRYSTAL ROCK HOLDINGS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared in accordance with Form 10-Q instructions and in the opinion of management contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the consolidated financial position, results of operations, and cash flows for the periods presented. The results have been determined on the basis of generally accepted accounting principles and practices of the United States of America (“GAAP”), applied consistently with the Annual Report on Form 10-K of Crystal Rock Holdings, Inc. (the “Company”) for the year ended October 31, 2014.

Certain information and footnote disclosures normally included in audited consolidated financial statements presented in accordance with GAAP have been condensed or omitted. The accompanying consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended October 31, 2014. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year.

The financial statements herewith reflect the consolidated operations and financial condition of Crystal Rock Holdings, Inc. and its wholly owned subsidiary Crystal Rock LLC.

2. GOODWILL AND OTHER INTANGIBLE ASSETS

Major components of intangible assets consisted of:

	July 31, 2015						October 31, 2014
	Gross Carrying Amount		Accumulated Amortization		Wgt. Avg. Amort. Years		Gross Carrying Amount		Accumulated Amortization		Wgt. Avg. Amort. Years
Amortized Intangible Assets:
Covenants Not to Compete	$	2,536,488	$	2,361,321		2.67	$	2,526,488	$	2,296,369		3.04
Customer Lists		10,313,819		8,485,170		3.17		10,261,635		8,006,107		3.78
Other Identifiable Intangibles		608,393		263,121		24.24		548,311		250,534		24.96
Total	$	13,458,700	$	11,109,612			$	13,336,434	$	10,553,010

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.

3. DEBT

On May 20, 2015, the Company amended its Credit Agreement (the “Agreement”) with Bank of America to provide a senior financing facility consisting of term debt and a revolving line of credit. Under the Agreement, the Company became obligated on $12,000,000 of debt in the form of a term note to refinance the previous senior term debt and to fund repayment of a portion of its outstanding subordinated debt. Additionally, the Agreement includes a $5,000,000 revolving line of credit that can be used for the purchase of fixed assets, to fund acquisitions, to collateralize letters of credit, and for operating capital.

The Agreement amortizes the term debt over a five year period with 59 equal monthly installments of $133,333 and a final payment of $4,133,333 due in May 2020. The revolving line of credit matures in May 2018. There are various restrictive covenants under the Agreement, and the Company is prohibited from entering into other debt agreements without the bank’s consent. The Agreement also prohibits the Company from paying dividends without the prior consent of the bank.

At July 31, 2015, there was no balance outstanding on the line of credit and a letter of credit issued for $1,420,000 to collateralize the Company’s liability insurance program as of that date. Consequently, as of July 31, 2015, there was $3,580,000 available to borrow from the revolving line of credit. There was $11,733,000 outstanding on the term note as of July 31, 2015.

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 July 31, 2015, the margin was 3.00% for the term note and 2.75% for the revolving line of credit. As of July 31, 2015, the Company had $6,233,000 of the term debt subject to variable interest rates. The one-month LIBOR was 0.19175% on the last business day of July 2015 resulting in total variable interest rates of 3.19175% and 2.94175%, for the term note and the revolving line of credit, respectively, as of July 31, 2015. The Company has fixed the interest rate on a portion of its term debt by purchasing an interest rate swap (see Note 5).

On September 16, 2015 the Company amended its Agreement with Bank of America, effective as of July 31, 2015 (the “Amendment”). The Amendment requires the Company to be in compliance with certain financial covenants at the end of each quarter. The covenants include minimum rolling four quarter EBITDA of $3,775,000 as of July 31, 2015 and minimum liquidity (as defined) of at least $1,000,000. The Amendment has specific EBITDA goals each quarter through the Quarter ending October 31, 2016. As of July 31, 2015, the Company was in compliance with these covenants and the terms of the Amendment.

In addition to the senior debt, as of July 31, 2015, the Company has subordinated debt owed to Henry, Peter and John Baker in the aggregate principal amount of $9,000,000 that is due November 20, 2020. The interest rate on each of these notes is 12% per annum.

The term debt, revolving line of credit and subordinated debt have been amended. See Note 11, “Subsequent Event.”

4. INVENTORIES

Inventories consisted of the following at:

	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

Finished goods inventory consists of products that the Company sells such as, but not limited to, coffee, cups, soft drinks, and snack foods. Raw material inventory consists primarily of bottle caps. The amount of raw and bottled water on hand does not represent a material amount of inventory. The Company estimates that value as of July 31, 2015 and October 31, 2014 to be $74,000 and $70,000, respectively. This value includes the cost of allocated overhead. Bottles are accounted for as fixed assets.

5. ON-BALANCE SHEET DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Derivative Financial Instruments

The Company has stand-alone derivative financial instruments in the form of interest rate swap agreements, which derive their value from underlying interest rates. These transactions involve both credit and market risk. The notional amount is an amount on which calculations, payments, and the value of the derivative are based. The notional amount does not represent direct credit exposure. Direct credit exposure is limited to the net difference between the calculated amount to be received and paid, if any. Such difference, which represents the fair value of the derivative instrument, is reflected on the Company’s consolidated balance sheet as an unrealized gain or loss on derivatives.

The Company is exposed to credit-related losses in the event of nonperformance by the counterparty to these agreements. The Company controls the credit risk of its financial contracts through credit approvals, limits and monitoring procedures, and currently has no reason to believe that any counterparty will fail to fulfill its obligation.

For more details regarding the Company’s derivative hedging polices refer to Note 2, “Significant Accounting Policies,” in the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended October 31, 2014.

The Company entered into an interest rate swap agreement for the purpose of fixing a portion of the term loan under the original credit agreement with Bank of America. The swap fixes the rate on a portion of the outstanding balance of the term note at 3.68% (.68% plus the applicable margin under the Agreement, 3.00%) until March 2016.

As of July 31, 2015, the total notional amount of the swap agreement was $5,500,008. On that date, the variable rate on the remaining portion of the term note was 3.19175%.

At July 31, 2015, the net unrealized loss or gain relating to interest rate swap was recorded in current liabilities. The current portion is the valuation of the hedging instrument over the next twelve months. For the effective portion of the hedge, changes in the fair value of interest rate swaps designated as hedging instruments to mitigate the variability of cash flows associated with long-term debt are reported in other comprehensive income or loss net of tax effects.

The table below details the adjustments to other comprehensive income (loss), on a before tax and net-of tax basis, for the fiscal quarters ended July 31, 2015 and 2014.

	Before-Tax			Tax (Expense) Benefit			Net-of-Tax
Three Months Ended July 31, 2014
Gain on interest rate swap	$	1,437		$	(575	)	$	862
Reclassification adjustment for loss in income		9,155			(3,662	)		5,493
Net unrealized gain	$	10,592		$	(4,237	)	$	6,355
Three Months Ended July 31, 2015
Loss on interest rate swap	$	(1,718	)	$	687		$	(1,031	)
Reclassification adjustment for loss in income		7,071			(2,828	)		4,243
Net unrealized gain	$	5,353		$	(2,141	)	$	3,212

The reclassification adjustments of $7,071 and $9,155 represent interest the Company paid in excess of the amount that would have been paid without the interest rate swap agreement during the quarters ended July 31, 2015 and 2014, respectively. These amounts were reclassified from accumulated other comprehensive loss and recorded in the consolidated statements of operations as interest expense. No other material amounts were reclassified during the quarters ended July 31, 2015 and 2014.

The table below details the adjustments to other comprehensive income (loss), on a before-tax and net-of tax basis, for the nine months ended July 31, 2015 and 2014.

	Before-Tax			Tax (Expense) Benefit			Net-of-Tax
Nine Months Ended July 31, 2014
Loss on interest rate swap	$	(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
Loss on interest rate swap	$	(7,182	)	$	2,873		$	(4,309	)
Reclassification adjustment for loss in income		22,634			(9,054	)		13,580
Net unrealized gain	$	15,452		$	(6,181	)	$	9,271

The reclassification adjustments of $22,634 and $28,031 represent interest the Company paid in excess of the amount that would have been paid without the interest rate swap agreements during the nine months ended July 31, 2015 and 2014, respectively. These amounts were reclassified from accumulated other comprehensive loss and recorded in the consolidated statements of operations as interest expense. No other material amounts were reclassified during the nine months ended July 31, 2015 and 2014.

In the nine months ended July 31, 2015, the fair value of the swap changed from an unrealized loss on derivative liability of $28,516 at the beginning of the period to $13,065 at the end of the period. Also, as of July 31, 2015, the estimated net amount of the existing loss that is reported in accumulated other comprehensive loss that is expected to be reclassified into earnings within the next twelve months is $13,065, net of tax.

During the first nine months of 2015 and 2014, cash flow hedges were deemed 100% effective.

6. FAIR VALUES OF ASSETS AND LIABILITIES

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:
July 31, 2015
Unrealized loss on derivatives	$	-	$	13,065	$	-

October 31, 2014
Unrealized loss on derivatives	$	-	$	28,516	$	-

In determining the fair value, the Company uses a model that calculates a present value of the payments as they amortize through the life of the loan (float) based on the variable rate and compares them to the calculated value of the payment based on the fixed rate (fixed) defined in the swap. In calculating the present value, in addition to the term, the model relies on other data – the “rate” and the “discount factor.”

In the “float” model, the rate reflects where the market expects LIBOR to be for the respective period and is based on the Eurodollar futures market.

The discount factor is a function of the volatility of LIBOR.

Payments are calculated by applying the rate to the notional amount and adjusting for the term. Then the present value is calculated by using the discount factor.

There were no assets or liabilities measured at fair value on a nonrecurring basis.

7. INCOME (LOSS) PER SHARE AND WEIGHTED AVERAGE SHARES

The Company considers outstanding in-the-money stock options as potential common stock in its calculation of diluted earnings per share, unless the effect would be anti-dilutive, and uses the treasury stock method to calculate the applicable number of shares. The following calculation provides the reconciliation of the denominators used in the calculation of basic and fully diluted earnings per share:

	Three Months Ended July 31,					Nine Months Ended July 31,
	2015			2014		2015			2014
Net (Loss) Income	$	(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		-			-		-			-
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	)

There were 46,250 and 247,750 options outstanding as of July 31, 2015 and 2014, respectively.

For the three month period ended July 31, 2015 there were no options used to calculate the effect of dilution because the Company had a net loss for the period. For the three month period ended July 31, 2014 there were no options used to calculate the effect of dilution because all of the outstanding options’ exercise prices exceeded the market price of the underlying common shares and were therefore considered anti-dilutive. For the nine month periods ended July 31, 2015 and 2014 there were no options used to calculate the effect of dilution because the Company had a net loss for the periods.

8. COMPENSATION PLANS

The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. That cost is recognized over the period during which an employee is required to provide services in exchange for the award, the requisite service period (usually the vesting period). The Company provides an estimate of forfeitures at the initial date of grant.

In April 2004, the Company’s stockholders approved the 2004 Stock Incentive Plan. The plan provided for issuances of awards of up to 250,000 restricted or unrestricted shares of the Company’s common stock, or incentive or non-statutory stock options to purchase such common stock. Of the total amount of shares authorized, 46,250 options are outstanding, 26,000 restricted shares have been granted, and, as of February 18, 2014, no further options may be granted under the 2004 Plan.

In April 2014, the Company’s stockholders approved the 2014 Stock Incentive Plan. The plan provided for issuances of awards of up to 500,000 restricted or unrestricted shares of the Company’s common stock, or incentive or non-statutory stock options to purchase such common stock. Of the total amount of shares authorized under this plan, no options have been granted and 500,000 shares are available for grant at July 31, 2015.

The options issued under the plans generally vest in periods up to five years based on the continuous service of the recipient and have 10 year contractual terms. Share awards generally vest over one year. Option and share awards provide for accelerated vesting if there is a change in control of the Company (as defined in the plans).

There were eight option grants, for a total of 201,500 shares, that expired in the first nine months of 2015 and three option grants, for a total of 15,000 shares that expired or were forfeited in the first nine months of fiscal 2014. Other than the expirations and forfeitures, there was no activity related to stock options and outstanding stock option balances or other equity based compensation during the three and nine month periods ended July 31, 2015 and 2014. The Company did not grant any equity based compensation during the three and nine months ended July 31, 2015 and 2014.

The 9,250 outstanding stock options that were exercisable as of July 31, 2015 have an exercise price $.90 per share, had a weighted average contractual life of 8.17 years, and no intrinsic value. Outstanding options were granted with lives of 10 years and provide for vesting over a term of 0-5 years. As of July 31, 2015, there were 37,000 unvested options and there is $18,131 of unrecognized future compensation expense that will be recognized over the next four years based on the vesting period of the options. Compensation is determined using the Black-Scholes model and the simplified method to derive the expected term of the options and historical volatility over the past five years.

All incentive and non-qualified stock option grants had an exercise price equal to the market value of the underlying common stock on the date of grant.

9. RECENT ACCOUNTING PRONOUNCEMENTS

In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity,” which raises the threshold for disposals to qualify as discontinued operations. A discontinued operation is defined as: (1) a component of an entity or group of components that has been disposed of or classified as held for sale and represents a strategic shift that has or will have a major effect on an entity’s operations and financial results; or (2) an acquired business that is classified as held for sale on the acquisition date. ASU 2014-08 also requires additional disclosures regarding discontinued operations, as well as material disposals that do not meet the definition of discontinued operations. It is effective for annual periods beginning on or after December 15, 2014. Early adoption is permitted but only for disposals that have not been reported in financial statements previously issued. The adoption of ASU 2014-08 is not expected to have a material impact on the Company’s net income, financial position or cash flows.

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”, which stipulates that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, an entity should apply the following steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. In August 2015, the FASB issued ASU 2015-14, which deferred the effective date of the ASU to fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2016. Companies may use either a full retrospective or a modified retrospective approach to adopt this ASU. The Company is currently evaluating the transition methods and the impact of the standard on its consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03, “Interest-Imputation of Interest” (Topic 835-30), that requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. ASU 2015-05 will be effective in the first quarter of fiscal 2017. The Company is currently evaluating the impact of the new pronouncement on its consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-05 (Subtopic 350-40), “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement”, which provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. ASU No. 2015-05 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company is currently in the process of evaluating the effect this guidance will have on its consolidated financial statements and related disclosures.

In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory”. The ASU requires entities using the first-in, first-out (FIFO) inventory costing method to subsequently value inventory at the lower of cost and net realizable value. The ASU defines net realizable value as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. This ASU requires prospective application and is effective for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years, with early adoption permitted. The adoption of this guidance by the Company is not expected to have a material impact on its consolidated financial statements.

10. SIGNIFICANT ACCOUNTING POLICIES

Uncollectible Trade Accounts Receivable - Individual accounts receivable are written off when deemed uncollectible, with any future recoveries recorded as income when received.

For more details regarding the Company’s accounts receivable polices refer to Note 2, Significant Accounting Policies, in the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended October 31, 2014.

11. SUBSEQUENT EVENT

On August 18, 2015, the Company amended its Subordinated Notes held by related parties. The interest payments on the notes scheduled for August 20, 2015 were not paid but instead were added to principal and not considered overdue. As a result, the amount owed to Henry Baker is $3,708,000, the amount owed to each of John and Peter Baker is $2,781,000, and the total outstanding principal balance on the notes is $9,270,000. John and Peter Baker are directors and executive officers, and Henry Baker is their father.

On September 16, 2015, the Company amended its Credit Agreement with the Bank of America (as so amended, the “Amendment”), effective as of July 31, 2015. The Amendment requires the Company to be in compliance with certain financial covenants as follows: (i) minimum rolling four quarter EBITDA through October 31, 2016 and (ii) minimum liquidity as defined of no less than $1,000,000 through January 30, 2017. Effective for the quarter ending January 31, 2017, the quarterly covenants will include senior debt service coverage, as defined, of greater than 1.25 to 1, total debt service coverage, as defined, of greater than 1.05 to 1, and senior debt to EBITDA of less than 2.50 to 1.

Under the Amendment, interest is paid at a rate of one-month LIBOR plus a margin based on the achievement of a specified leverage ratio. As of September 16, 2015, the margin was 3.50% for the term note and 3.25% for the revolving line of credit.

The Amendment also restricts payments of interest on Subordinated Notes and Company acquisitions until certain conditions are met.

On September 16, 2015 the Company further amended its Subordinated Notes held by related parties. Future interest payments on the notes will not be paid but will be added to the principal balance of the Subordinated Notes until such time that the terms of the Amendment allow cash payments of interest on its Subordinated Notes.

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

The following discussion and analysis should be read in conjunction with the consolidated financial statements and notes thereto as filed in our Annual Report on Form 10-K for the year ended October 31, 2014 as well as the consolidated financial statements and notes contained herein.

Forward-Looking Statements

The “Management’s Discussion and Analysis” (MD&A) portion of this Form 10-Q contains forward-looking statements about these topics:

(1) the lower gross profits of products that we are offering in connection with our brand expansion and response to competition in our marketplace,

(2) the cost pressures related to commodities affecting our business, and

(3) the potential adverse effect of weather on our sales and costs.

The following factors could cause actual results to differ materially from statements in MD&A about topic (1): The volume of and revenues from products that we sell may be greater or less than we anticipate. If greater, the effect will likely reduce our gross margin percentage overall as a result of lower prices in response to competition; if less, the effect on our gross margin percentage should be less significant, although in that case our results of operations could be adversely affected due to lower revenues. We also incorporate by reference into this paragraph the full Risk Factors on pages 13 and 14 of our Annual Report on Form 10-K for the Fiscal Year Ended October 31, 2014 (our 2014 Form 10-K) beginning “Our office products business is significantly different from our traditional business”; “The office products business is highly competitive”; “Acquisitions may disrupt our operations or adversely affect our results”; and “We also face significant competition in the water and office refreshment business”.

The following factors could cause actual results to differ materially from statements in MD&A about topic (2): We incorporate by reference into this paragraph the full Risk Factor on page 17 of our 2014 Form 10-K beginning “ Fluctuations in the cost of essential raw materials and commodities ”.

The following factors could cause actual results to differ materially from statements in MD&A about topic (3): We incorporate by reference into this paragraph the full Risk Factor on page 18 of our 2014 Form 10-K beginning “Our business has been and may continue to be affected from time to time by extremes of weather”.

Results of Operations

Overview and Trends

Sales in the first nine months of 2015 were 1% lower than for the same period in 2014. The decrease in sales occurred in our traditional product lines, due in large measure to (a) continued price competition, (b) volume decreases reflecting two fewer scheduled sales days during the period, and (c) bad winter weather, which shut down distribution several times in January both in 2015 and 2014. For the nine-month period, much of the sales decrease in traditional lines was offset by increased sales in office products, attributable to expansion of sales and distribution throughout the Company’s complete territory.

Because the office products category has a significantly lower gross profit margin than our traditional products, growth in office products revenue does not improve gross profits at the same rate as with our traditional products. Margins on K-Cups have also been under pressure due to both supplier price increases and competitive pricing pressures. During the nine-month period, we continued to experience issues in optimizing route delivery systems so that the greater cost of overnight deliveries and deliveries outside our regular distribution routes would not adversely affect delivery costs with resulting pressure on margins.

Operating costs were lower in the first nine months of 2015 compared to the first nine months of 2014, despite the higher compensation costs incurred due in part to training new route salespeople. Selling, general and administrative costs benefited from lower insurance costs and reduction in compensation expense following the departure of a senior officer.

These effects reduced income from operations by $1,299,000 for the first nine months of fiscal 2015, and increased the net loss by $1,167,000 net of tax benefits compared to fiscal 2014. For the most recent fiscal quarter of 2015, income from operations declined by $755,000 compared to the corresponding fiscal quarter of 2014, and the net loss of $253,000 was a decline of $819,000 from the net income of 566,000 for the corresponding fiscal quarter of 2014.

To address some of the difficulties that have adversely affected income from operations and net income, we have taken several steps. First, we have reduced the number of full-time employees and expect some further reductions, which will lower our operating expenses. We have focused on more strategic pricing for water, K-cups and selected office products that takes into account the value provided with our quality products and integrated services.

In this regard, we are also aware of the effects of increased competition and technological change in the office products industry generally, trends which have exerted downward pressure on margins. Our goal is to avoid “commodity products,” target our better customer profiles ( i.e ., customers who typically purchase our traditional product lines) and improve margins for both traditional products and office products. We are becoming more focused on customers who want regularly scheduled route deliveries. We believe that greater service efficiencies, with a shift to higher gross margins, is more likely to produce a healthy bottom line for the Company even if revenues decline somewhat.

Results of Operations for the Three Months Ended July 31, 2015 (Third Quarter) Compared to the Three Months Ended July 31, 2014

Sales

Sales for the three months ended July 31, 2015 were $19,327,000 compared to $19,214,000 for the corresponding period in 2014, an increase of $113,000 or 1%. The increase was primarily attributable to an increase in sales of office products that more than offset the decreases in all other revenue lines. Net of acquisitions, sales decreased 2%.

The comparative breakdown of sales of the product lines for the respective three-month periods ended July 31, 2015 and 2014 is as follows:

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	%

Water – Sales of water decreased compared to the same period in the prior year as a result of a 4% decrease in average selling price offset by a 1% increase in total bottles sold. The decrease in sales price is attributable to robust competition in the marketplace and a higher percentage of sales to customers with contract pricing. Net of acquisitions, water sales decreased 8%.

Coffee – The decrease in sales was attributable to a decline in our traditional higher volume lines, bulk and K-cup, while Cool Beans® pods increased 27%. Bulk products sales continued to be negatively influenced by the single serve lines and K-cup sales declined as a result of ongoing commoditization. The increase in pod sales is a result of conversion of the other lines as well as new sales but the volume of the product, to date, has not approached that of the others. Net of acquisitions, sales decreased 7%.

Refreshment –Single serve water sales increased 15% while items such as soft drinks, vending snacks, and cups declined. Net of acquisitions, sales decreased 3%

Equipment Rental – The decrease in sales was a result of a 12% decrease in price while the number of rental units in the field remained flat. Net of acquisitions, sales decreased 13%.

Office Products – The increase in sales was a result of the expansion of the sales and distribution territory for these products.

Other – The decrease is attributable to a decline in the fees that are charged to offset energy costs for delivery and freight, raw materials, and bottling operations. These charges decreased to $460,000 in the third quarter of 2015 from $548,000 in the same period in 2014.

Gross Profit/Cost of Goods Sold – For the three months ended July 31, 2015, gross profit decreased to $8,617,000 from $9,645,000 for the comparable period in 2014. As a percentage of sales, gross margin was 45%, which was a decrease from 50% for the same period a year ago. The decrease in gross profit of $1,028,000 was primarily due to lower non-office product sales combined with lower realized margins on these sales. The decrease in pricing for water and the lower pricing combined with higher costs for K-Cups and lost rental revenues were the primary driver to the reduced gross profit. The increase in office products sales was not enough to offset the decrease because, as previously noted, this category generally has lower gross margins.

Cost of goods sold includes all costs to bottle water, costs of purchasing and receiving products for resale, including freight, as well as costs associated with product quality, warehousing and handling costs, internal transfers, and the repair and service of rental equipment, but does not include the costs of distributing our product to our customers. We include distribution costs in selling, general, and administrative expense, and the amount is reported below. The reader should be aware that other companies may include distribution costs in their cost of goods sold, in which case, on a comparative basis, such other companies may have a lower gross margin as a result.

Operating Expenses and Income (Loss) from Operations

Total operating expenses decreased to $8,082,000 in the third quarter of 2015 from $8,354,000 in the comparable period in 2014, a decrease of $272,000, or 3%.

Selling, general and administrative (SG&A) expenses of $7,771,000 in the third quarter of 2015 decreased $184,000, or 2%, from $7,955,000 in the comparable period in 2014. Of total SG&A expenses, route distribution costs decreased $40,000, or 1% The net savings is the result of lower fuel and truck leasing costs partially offset by higher compensation costs due to turnover and training and vehicle repairs; selling costs increased $142,000, or 11%, as a result of staffing increases; and administration costs decreased $286,000, or 9%, as a result of labor related operating costs.

Advertising expenses were $124,000 in the third quarter of 2015 compared to $205,000 in the third quarter of 2014, a decrease of $81,000, or 40%. The decrease in advertising costs is primarily related to a decrease in printed material and on-line advertising.

Amortization decreased to $188,000 in the third quarter of 2015 from $195,000 in the comparable quarter in 2014, a decline of $7,000, or 4%. Amortization is attributable to intangible assets that were acquired as part of acquisitions. The lower amortization in 2015 is attributable to some intangible assets becoming fully amortized during 2014.

The income from operations for the three months ended July 31, 2015 was $535,000 compared to operating income of $1,290,000 in the comparable period in 2014, a decrease of $755,000. The decline was the result of lower gross profit partially offset by a decrease in operating expenses.

Interest, Taxes, and Other Expenses

Interest expense was $452,000 for the three months ended July 31, 2015 compared to $378,000 in the three months ended July 31, 2014, an increase of $74,000. The increase is attributable to administrative fees paid to the Bank of America related to the May 20, 2015 Amended and Restated Credit Agreement.

The income before income taxes was $83,000 for the three months ended July 31, 2015 compared to $912,000 in the corresponding period in 2014, a decrease of $829,000. The tax expense for the third quarter of fiscal year 2015 was $336,000 compared to $347,000 in the third quarter of fiscal year 2014. The large tax expense as compared to income before taxes is due to a lower effective tax rate applied to the year to date loss before income taxes then the rate used in the second quarter ended April 30, 2015 and the third quarter ended July 31, 2014. The change in the effective rate was a result of a change in expected financial results for the full year ended October 31, 2015.

Net Income (Loss)

The net loss for the three months ended July 31, 2015 was $253,000 compared to net income of $566,000 in the corresponding period in 2014. Reduced gross profit, pressure on margins, partially offset by reduced operating expenses were the chief contributors to the 2015 third quarter results compared to the corresponding quarter of fiscal 2014.

Results of Operations for the Nine Months Ended July 31, 2015 Compared to the Nine Months Ended July 31, 2014

Sales

Sales for the nine months ended July 31, 2015 were $55,754,000 compared to $56,221,000 for the corresponding period in 2014, a decrease of $467,000, or 1%. The decrease was primarily attributable to inclement weather in the first quarter and two fewer schedule operating days for the first nine months of 2015 compared to 2014. Net of acquisitions, sales decreased 4%.

The comparative breakdown of sales of the product lines for the respective nine month periods ended July 31, 2015 and 2014 is as follows:

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	%)

Water – The decrease is a result of a 1% decrease in volume and a 2% decrease in average selling price. The decrease in volume is attributable to adverse weather in the Company’s market area in the first part of the year and two fewer scheduled delivery days in the first nine months of 2015 compared to 2014. Increased competition contributed to the decrease in price. Net of acquisitions, sales decreased 9%.

Coffee – Revenues from sales of our Cool Beans brand increased 37% while revenues from other brands we sell were 10% less than the first nine months of 2014. The overall decrease was attributable to lower volume as a result of competition and lower prices dictated by lower commodity costs compared to a year ago. We believe that the increase in pod sales reflects the fact that the pods offer a lower price, high quality substitute for other single serve coffee products. Net of acquisitions, sales decreased 8%.

Refreshment – This category is comprised of complementary coffee products, single serve water, cups, vending items and other drinks. Sales increased 11% for single serve water, but sales of other items in this category decreased as much as 8% in the first nine months of 2015 compared to the same period a year ago. Net of acquisitions, sales decreased 2%.

Equipment Rental – The decrease is attributable to a 7% decrease in average rental price, reflecting aggressive price competition. Net of acquisitions, sales decreased 8%.

Office Products – The increase in sales was a result of the expansion of the sales and distribution territory for these products.

Other – The decrease is attributable to a decline in the fees that are charged to offset energy costs for delivery and freight, raw materials, and bottling operations. These charges decreased to $1,340,000 in the first nine months of 2015 from $1,703,000 in the same period in 2014.

Gross Profit/Cost of Goods Sold – For the nine months ended July 31, 2015, gross profit decreased $1,960,000, or 7%, to $24,763,000 from $26,723,000 compared to the same period in 2014. As a percentage of sales, gross profit decreased to 44% in the first nine months of 2015 from 48% in the first nine months of 2014. The decrease in gross profit and gross profit as a percentage of sales was primarily due to lower water sales as well as lower sales and margin percentages in coffee and a higher percentage sales mix of office products to total sales.

Operating Expenses and Income (Loss) from Operations

Total operating expenses decreased to $25,183,000 in the first nine months of 2015 from $25,844,000 in the comparable period in 2014, a decrease of $661,000, or 3%.

Selling, general and administrative (SG&A) expenses of $24,156,000 in the first nine months of 2015 decreased $326,000, or 1%, from $24,482,000 in the comparable period in 2014. Of total SG&A expenses, route distribution costs decreased $179,000, or 2%, as a result of lower vehicle costs that were partially offset by higher labor related costs. Selling costs increased $347,000, or 9%, as a result of increased staff; and administration costs decreased $494,000, or 5%, as a result of labor costs savings and lower telephone and networking costs.

Advertising expenses were $521,000 in the first nine months of 2015 compared to $556,000 in the first nine months of 2014, a decrease of $35,000, or 6%. The decrease in advertising costs is primarily related to a decrease in printed material and on-line advertising.

Amortization was $557,000 in the first nine months of 2015 compared to $811,000 in the first nine months of 2014, a difference of $254,000, or 31%. Amortization is attributable to intangible assets that were acquired as part of acquisitions. The lower amortization in 2015 is attributable to some intangible assets becoming fully amortized during 2014.

The loss from operations for the nine months ended July 31, 2015 was $420,000, compared to income from operations of $879,000 for the comparable period in 2014 a decline of $1,299,000. The loss is attributable to lower sales and gross profit despite decreased operating costs.

Interest, Taxes, and Other Expenses

Interest expense was $1,220,000 for the nine months ended July 31, 2015 compared to $1,128,000 in the nine months ended July 31, 2014, an increase of $92,000. The increase is attributable to slightly higher variable interest rates and more debt subject to those rates and administrative fees paid to the bank related to the May 20, 2015 Amended and Restated Credit Agreement with the Bank of America.

The loss before income taxes was $1,640,000 for the nine months ended July 31, 2015 compared to the loss before income taxes of $249,000 in the corresponding period in 2014, a decline of $1,391,000. The tax benefit for the first nine months of fiscal year 2015 was $319,000 compared to $95,000 in 2014. The effective tax rate of 29% limited to the lower expected loss for the year was used in the first nine months of fiscal 2015 and 38% in the first nine months of fiscal 2014 is based on the expected effective tax rate for each respective fiscal year.

Net Loss

The net loss of $1,321,000 for the nine months ended July 31, 2015 compared to $154,000 in the corresponding period in 2014, a decline of $1,167,000 in net income. The increased loss is attributable to lower sales and gross profit despite decrease in operating costs.

Liquidity and Capital Resources

As of July 31, 2015, we had working capital of $7,404,000 compared to $5,957,000 as of October 31, 2014, an increase of $1,447,000. The net loss of $1,321,000 combined with increases in inventory and other current assets as well as decreases in accounts payable and accruals resulted in $600,000 of cash used in operations in the first nine months of 2015. Also during the period, we used $2,010,000 for capital expenditures, $1,746,000 for the repayment of senior debt and $1,000,000 for the repayment of subordinated debt. During the quarter ending July 31, 2015 we amended our Agreement to renew the line of credit and restructure our term loan and pay a portion of subordinated debt. As of May 20, 2015, our new Amended and Restated Credit Agreement with the Bank obligated us to $12,000,000 of debt in the form of a term note to refinance the previous senior term debt and to fund re-payment of a portion of our current outstanding subordinated debt, and a revolving line of credit. A reconciliation of funds used from the restructure of the term loan is as follows:

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

Our Credit Agreement with Bank of America provides a senior financing facility consisting of term debt and a revolving line of credit. As of July 31, 2015, we had $11,733,000 outstanding on our term loan. We had no funds borrowed on our operating line of credit. We have a letter of credit of $1,420,000 on our line of credit as of July 31, 2015, resulting in a balance of $3,580,000 available to borrow on the line as of July 31, 2015.

On September 16, 2015, the Company amended its Credit Agreement with the Bank of America (as so amended, the “Amendment”). The Amendment requires the Company to be in compliance with certain financial covenants as follows: (i) minimum rolling four quarter EBITDA through October 31, 2016 and (ii) minimum liquidity as defined of no less than $1,000,000 through January 30, 2017. Effective for the quarter ending January 31, 2017, the quarterly covenants will include senior debt service coverage, as defined, of greater than 1.25 to 1, total debt service coverage, as defined, of greater than 1.05 to 1, and senior debt to EBITDA of less than 2.50 to 1. As of July 31, 2015, we were in compliance with all of the financial covenants and the terms of the Amendment. The Amendment also restricts payments of interest on Subordinated Notes and Company acquisitions until certain conditions are met. The Credit Agreement prohibits us from paying dividends without prior consent of the lender.

As of July 31, 2015, the Company has an interest rate swap agreement in effect for the purpose of fixing a portion of the term loan under the Agreement with the Bank. The swap fixes the rate on a portion of the outstanding balance of the term note at 3.68% (.68% plus the applicable margin under the Agreement, 3.00%) until March 2016.

As of July 31, 2015, the total notional amount of the swap agreement was $5,500,008. On that date, the variable rate on the remaining portion of the term note was 3.19175%.

In addition to our senior and subordinated debt commitments, we have significant future cash commitments, primarily in the form of operating leases that are not reported on the consolidated balance sheet. The following table sets forth our contractual commitments in the remainder of the current year and future fiscal years as of July 2015:

	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.

Subsequent to July 31, 2015, the Company amended its Subordinated Notes held by related parties. The interest payments on the notes scheduled for August 20, 2015 were not paid but instead were added to principal and not considered overdue. As a result, the amount owed to Henry Baker is $3,708,000, the amount owed to each of John and Peter Baker is $2,781,000, and the total outstanding principal balance on the notes is $9,270,000. John and Peter Baker are directors and executive officers, and Henry Baker is their father. The 12% subordinated notes mature in May 2020.

On September 16, 2015 the Company further amended its Subordinated Notes held by related parties. Future interest payments on the notes will not be paid in cash but will be added to the principal balance of the Subordinated Notes until such time that the terms of the Amendment allow cash payments of interest on its Subordinated Notes.

The modifications to the subordinated notes were approved by the Company’s Board of Directors at a meeting held on September 15, 2015 and by the Company’s Audit Committee at a meeting held on September 15, 2015, as required by the Audit Committee’s charter provisions concerning approval of related party transactions. The modifications were also agreed to by Bank of America.

We have no other material contractual obligations or commitments.

Item 3. Quantitative and Qualitative Disclosures about Market Risks.

Pursuant to Regulation S-K, Item 305(e), smaller reporting companies are not required to provide this information.

Item 4. Controls and Procedures.

Our Chief Executive Officer and our Principal Accounting Officer, and other members of our senior management team, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based on such evaluation, our Chief Executive Officer and Principal Accounting Officer have concluded that our disclosure controls and procedures, as of the end of the period covered by this report, were adequate and effective to provide reasonable assurance that information required to be disclosed by us, including our consolidated subsidiary, in reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that information we are required to disclose in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive and Principal Accounting officers, as appropriate to allow timely decisions regarding required disclosure.

The effectiveness of a system of disclosure controls and procedures is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of internal controls, and fraud. Due to such inherent limitations, there can be no assurance that any system of disclosure controls and procedures will be successful in preventing all errors or fraud, or in making all material information known in a timely manner to the appropriate levels of management.

Changes in Internal Control over Financial Reporting.

No change in our internal control over financial reporting occurred during the fiscal quarter ended July 31, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

There was no change in the nine months ended July 31, 2015 from the Risk Factors reported in our Annual Report on Form 10-K for the year ended October 31, 2014.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

For information about amendments to certain material definitive agreements of the Company, see (a) the fifth paragraph of Note 3 to our Consolidated Financial Statements; (b) Note 11 to our Consolidated Financial Statements; and (c) the fourth, eighth, ninth and tenth paragraphs of “Management’s Discussion and Analysis of Financial Condition and Results of Operations − Liquidity and Capital Resources.” The foregoing information is hereby incorporated herein by this reference.

Item 6. Exhibits.

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)

10.1

First Amendment Agreement dated September 16, 2015 by and among Crystal Rock Holdings, Inc., Crystal Rock LLC and Bank of American, N.A.

10.2

Amendments to Subordinated Notes dated September 16, 2015 between Crystal Rock Holdings, Inc. and each of Henry Baker, Peter Baker and John Baker, respectively.

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

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.

SIGNATURE

Pursuant to 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.

Dated: September 18, 2015

	CRYSTAL ROCK HOLDINGS, INC.

	By: /s/ David Jurasek
	David Jurasek
	Vice President of Finance
	(Principal Accounting Officer and Principal Financial Officer)

Exhibits Filed Herewith

Exhibit

Number

Description

10.1

First Amendment Agreement dated September 16, 2015 by and among Crystal Rock Holdings, Inc., Crystal Rock LLC and Bank of American, N.A.

10.2

Amendments to Subordinated Notes dated September 16, 2015 between Crystal Rock Holdings, Inc. and each of Henry Baker, Peter Baker and John Baker, respectively.

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley act of 2002.

31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley act of 2002.

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

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

Exhibit 10.1

FIRST AMENDMENT AGREEMENT

FIRST AMENDMENT AGREEMENT (this “ Amendment ”), dated as of September 16, 2015 and effective as of the Amendment Effective Date, by and among Crystal Rock Holdings, Inc., formerly known as Vermont Pure Holdings, Ltd. (“ Holdings ”), Crystal Rock LLC (“ Crystal Rock ”, and together with Holdings, collectively, the “ Borrowers ”), Bank of America, N.A. (“ Bank of America ”) and the other lending institutions party to the Credit Agreement (as defined below) as lenders (together with Bank of America, collectively, the “ Lenders ”), and Bank of America, as administrative agent (the “ Administrative Agent ”) for itself and the other Lenders with respect to that certain Second Amended and Restated Credit Agreement dated as of May 20, 2015 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”).

W I T N E S S E T H:

WHEREAS , the parties hereto have agreed to amend the Credit Agreement as set forth herein.

NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

§1. Definitions. Capitalized terms that are used herein and are not defined herein have the meanings given to such terms in the Credit Agreement (after giving effect to the amendments thereof set forth herein).

§2. Representations and Warranties; Acknowledgment. To induce Bank of America to consent to this Amendment and instruct the Administrative Agent to enter into this Amendment, each of the Borrower s hereby represents and warrants to Bank of America and the Administrative Agent that:

(a) Each of the Borrowers has adequate power to execute and deliver this Amendment and each other document to which it is a party in connection herewith and to perform its obligations hereunder or thereunder. This Amendment and each other document executed in connection herewith have been duly executed and delivered by each of the Borrowers and do not contravene any law, rule or regulation applicable to any Borrower or any of the terms of any other indenture, agreement or undertaking to which any Borrower is a party. The obligations contained in this Amendment and each other document executed in connection herewith to which any of the Borrowers is a party, taken together with the Obligations under the Loan Documents, constitute the legal, valid and binding obligations enforceable against each such Borrower in accordance with their respective terms.

(b) After giving effect to this Amendment, all of the representations and warranties made by the Borrowers in the Loan Documents are true and correct on the date hereof as if made on and as of the date hereof and are so repeated herein as if expressly set forth herein, except to the extent that any such representations and warranties expressly relate by their terms to a specific prior date.

(c) After giving effect to this Amendment, no Default or Event of Default under and as defined in any of the Loan Documents has occurred and is continuing as of the date hereof.

§3. Amendments to the Credit Agreement .

(a) The definition of “Additional Subordinated Debt Repayment Conditions” appearing in Section 1.1 of the Credit Agreement is hereby deleted in its entirety.

(b) The definitions of “Applicable Margin”, “ Consolidated Total Debt Service”, “Fees” and “Permitted Acquisition” appearing in Section 1.1 of the Credit Agreement are hereby amended and restated in their entirety to read as follows:

Applicable Margin . For each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each a “ Rate Adjustment Period ”), the Applicable Margin shall be the applicable margin set forth below with respect to the Total Leverage Ratio, as determined for the Reference Period of Holdings and its Subsidiaries ending on the fiscal quarter ended immediately prior to the applicable Rate Adjustment Period.

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 but less than 4.00:1.00	1.25%	2.75%	2.75%	3.00%
V	Greater than or equal to 4.00:1.00	1.75%	3.25%	3.25%	3.50%

Notwithstanding the foregoing, (a) the determination of the Applicable Margin for any period shall be subject to the provisions of §6.3.2, (b) for the Loans outstanding and the Letter of Credit Fees payable during the period commencing on September 16, 2015 through the date immediately preceding the first Adjustment Date to occur after the fiscal quarter ending January 31, 2017, the Applicable Margin shall be the Applicable Margin set forth in Level V above, and (c) if the Borrowers fail to deliver any Compliance Certificate pursuant to §9.4(c) hereof then, for the period commencing on the next Adjustment Date to occur subsequent to such failure through the date immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be the highest Applicable Margin set forth above.

Consolidated Total Debt Service . With respect to Holdings and its Subsidiaries and for any period, the sum, without duplication, of (a) Consolidated Total Interest Expense of Holdings and its Subsidiaries for such period other than on the Seller Subordinated Debt plus (b) any and all scheduled repayments of principal during such period in respect of Indebtedness that become due and payable during such period pursuant to any agreement or instrument to which Holdings or any of its Subsidiaries is a party plus (c) upon the commencement of cash interest payments on the Seller Subordinated Debt contemplated under §10.8(b)(ii), the aggregate amount of interest required to be paid by Holdings and its Subsidiaries on the Seller Subordinated Debt during the immediately succeeding four quarter period until Holdings and its Subsidiaries shall have actually paid four consecutive quarters of cash interest on the Seller Subordinated Debt, at which time this calculation will revert to a trailing four quarter calculation of interest paid for the relevant period.

Fees . Collectively, the Revolving Credit Commitment Fee, the Letter of Credit Fees, the Closing Fees and the First Amendment Fee.

Permitted Acquisition . The acquisition of any Person, business, division, or specified group of assets by any Borrower or any of its Subsidiaries, provided that (1) for any such acquisition that would be consummated prior to February 1, 2017, such acquisition shall have been approved in writing by the Administrative Agent in its sole and absolute discretion, and (2) for each acquisition consummated after February 1, 2017, each of the following conditions is met with respect to any such acquisition:

(a) immediately prior to and after giving effect to such acquisition, no Default or Event of Default shall then exist, and the Borrowers shall have delivered to the Administrative Agent a statement certified by the principal financial or accounting officers that are Responsible Officers of the Borrowers to the effect that immediately prior to and after giving effect to such acquisition, no Default or Event of Default exists and attaching, in reasonable detail, computations evidencing on a Pro Forma Basis compliance (on a consolidated basis) with the covenants contained in §11 (x) as of the end of the most recently completed fiscal quarter, immediately prior to and after giving effect to such acquisition, and (y) for the twelve (12) month period immediately following such acquisition, each of which shall be acceptable to the Administrative Agent in its sole but reasonable discretion;

(b) the aggregate consideration (including, without limitation, assumption of Indebtedness (including, without limitation, any Subordinated Debt) and any earn-out and/or non-compete payments) paid or to be paid by any Borrower or any of its Subsidiaries in connection with such acquisitions after the Effective Date, as to any individual acquisition or group of related (through common ownership) acquisitions, shall not, without the prior written consent of the Administrative Agent, exceed $2,000,000;

(c) the consideration for such acquisition shall not include the assumption of Indebtedness by any Borrower or any of its Subsidiaries, other than Indebtedness (i) in existence prior to the date of such acquisition, (ii) which was not incurred in connection with or in contemplation of, such acquisition, (iii) which is permitted pursuant to §10.1(c) or §10.1(d) and (iv) which is otherwise on terms and conditions satisfactory to the Administrative Agent;

(d) such acquisition shall have been approved by the board of directors (or other managing board) and, if required, shareholders or members (as the case may be) of the Person so acquired;

(e) the aggregate amount of Revolving Credit Loans made to any Borrower in respect of any such acquisition shall not exceed the lower of (i) seventy-five percent (75%) of the aggregate consideration payable at the closing of such acquisition (including any permitted assumed Indebtedness) and (ii) the actual cash consideration to be paid at the closing by any Borrower or any of its Subsidiaries in connection with such acquisition;

(f) not less than ten (10) Business Days prior to the closing of such acquisition, the Borrowers shall notify the Administrative Agent of the terms thereof and shall provide to the Administrative Agent such information and documents as may be deemed by the Administrative Agent to be necessary in order for the Administrative Agent to determine if the acquisition is a Permitted Acquisition;

(g) no more than three (3) of such acquisitions shall be consummated in any twelve (12) month period, provided that additional acquisitions may be consummated during any such period so long as (i) no Borrower or any Subsidiary of a Borrower incurs or assumes any Indebtedness to finance any such acquisition and (ii) the aggregate consideration (including, without limitation, any earn-out and/or non-compete payments) paid or to be paid by any Borrower or any of its Subsidiaries in connection with all such acquisitions during such period does not exceed $100,000; and

(h) either (i) such acquisition is the acquisition of assets only (for use in the same line of business as (or a line of business substantially similar to) the line of business of the Borrowers and their Subsidiaries as of the Effective Date) and in which assets the Administrative Agent shall concurrently with the closing of the acquisition be granted, for the benefit of the Secured Parties, a perfected, first priority security interest (subject only to Permitted Liens) or (ii) such acquisition involves the purchase of the Capital Stock of a Person and each of the following conditions is met:

(A) such acquisition is the acquisition of one hundred percent (100%) of each of the Capital Stock and Voting Stock of such Person, the property of such Person is used or useful in the same line of business as (or a line of business substantially similar to) the line of business of the Borrowers and their Subsidiaries as of the Effective Date, and the structure of such acquisition is acceptable to the Administrative Agent,

(B) such acquisition is the acquisition of one hundred percent (100%) of each of the Capital Stock and Voting Stock of such Person, and the structure of such acquisition is acceptable to the Administrative Agent, and

(C) contemporaneously with the occurrence of such acquisition, the Borrowers shall (I) cause such Person to become a Guarantor hereunder by way of execution of Joinder Agreement in accordance with the terms of §9.17, (II) cause such Person to take all steps as may be necessary or advisable in the reasonable opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the Secured Parties, a first priority, perfected security interest in all of its assets (except that there may exist liens thereon permitted by §10.2 hereof and there may exist a prior lien on those assets which secure Indebtedness assumed by the Borrowers or any of their Subsidiaries in connection with such Permitted Acquisition, to the extent permitted under §10.1 hereof) as collateral security for its Guaranty, pursuant to security documents, mortgages, pledges and other documents in form and substance reasonably satisfactory to the Administrative Agent, each of which documents shall be Security Documents hereunder, and (III) cause such Person to deliver to the Lenders and the Administrative Agent (aa) evidence of proper corporate authorization and (bb) if required by the Administrative Agent, legal opinions with respect to each of the matters and documents set forth in this clause (C), in each case, in form and substance reasonably satisfactory to the Administrative Agent.

(c) The following new definitions are added in alphabetical order to Section 1.1 of the Credit Agreement to read as follows:

First Amendment Agreement . The First Amendment Agreement, dated as of September 16, 2015 and effective as of the First Amendment Effective Date, among the Borrowers, the Lenders and the Administrative Agent with respect to this Credit Agreement.

First Amendment Effective Date . The “Amendment Effective Date” as defined in the First Amendment Agreement.

First Amendment Fee . As defined in the First Amendment Agreement.

Liquidity . At any time of determination, the sum of (a) the Availability at such time plus (b) the aggregate amount of cash maintained at such time by the Loan Parties on deposit with Bank of America, to the extent such cash is not subject to any Lien in favor of any Person other than the Administrative Agent.

Seller Subordinated Debt Cash Interest Payment Conditions . With respect to the payment of cash interest by the Borrowers on the Seller Subordinated Debt contemplated under §10.8(b)(ii), the satisfaction of each of the following conditions: (a) immediately prior to and after giving effect to the cash interest payment, (x) no Default or Event of Default shall then exist, and (y) the Borrowers shall have delivered to the Administrative Agent a statement certified by the principal financial or accounting officers that are Responsible Officers of the Borrowers to the effect that immediately prior to and after giving effect to such payment no Default or Event of Default exists and attaching, in reasonable detail, computations demonstrating a ratio of Consolidated Adjusted Operating Cash Flow (determined on a Pro Forma Basis) for the immediately succeeding Reference Period of the Borrowers, to Consolidated Total Debt Service (determined on a Pro Forma Basis and/or annualized basis, if applicable) for such Reference Period, of not less than 1.20 to 1.00, and (b) the Borrowers shall have achieved Historical Consolidated EBITDA of greater than $6,000,000 for the two consecutive Reference Periods most recently ended.

(d) Section 9.4(c) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(c) (i) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement certified by the principal financial or accounting officers that are Responsible Officers of the Borrowers in substantially the form of Exhibit D hereto (a “Compliance Certificate”) and setting forth in reasonable detail computations evidencing compliance with the covenants contained in §11 and the computation of the Total Leverage Ratio and (if applicable) reconciliations to reflect changes in GAAP since the Balance Sheet Date, and (ii) not later than ten (10) days after the end of each month, a Compliance Certificate setting forth in reasonable detail computations evidencing compliance with the covenant contained in §11.5 as of the end of such month;

(e) Section 10.8 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

10.8 Subordinated Debt . No Loan Party will, nor will it permit any of its Subsidiaries to (a) amend, supplement or otherwise modify the terms of any of the Subordinated Debt, or (b) pay or prepay any principal and/or interest on or otherwise redeem or repurchase any Subordinated Debt, except that the Borrowers may pay cash interest (but no payments of principal) in lieu of payments in kind on the Seller Subordinated Debt at a rate per annum not to exceed 12% so long as (i) the Seller Subordinated Debt Cash Interest Payment Conditions have been satisfied, and (ii) at the time of any such payment and after giving effect thereto no Default or Event of Default shall have occurred and be continuing, whether or not the Administrative Agent or any Lender has provided any Loan Party with written notice thereof.

(f) Sections 11.1, 11.2 and 11.3 of the Credit Agreement are hereby amended and restated in its entirety to read as follows:

11.1 Consolidated Adjusted Operating Cash Flow to Consolidated Senior Debt Service . The Loan Parties will not permit the ratio of Consolidated Adjusted Operating Cash Flow (determined on a Pro Forma Basis, if applicable) for any Reference Period of the Borrowers ending on or after January 31, 2017, to Consolidated Senior Debt Service (as determined on a Pro Forma Basis and/or annualized basis, if applicable) for such Reference Period, to be less than 1.25 to 1.00, determined as of the end of each fiscal quarter.

11.2 Consolidated Adjusted Operating Cash Flow to Consolidated Total Debt Service . The Loan Parties will not permit the ratio of Consolidated Adjusted Operating Cash Flow (determined on a Pro Forma Basis, if applicable) for any Reference Period of the Borrowers ending on or after January 31, 2017, to Consolidated Total Debt Service (determined on a Pro Forma Basis and/or annualized basis, if applicable) for such Reference Period, to be less than 1.05 to 1.00, determined as of the end of each fiscal quarter.

11.3 Senior Funded Debt to Consolidated Adjusted EBITDA . The Loan Parties will not permit as of the end of any fiscal quarter ending on or after January 31, 2017 the ratio of Senior Funded Debt outstanding as of such date to Consolidated Adjusted EBITDA (determined on a Pro Forma Basis, if applicable) for the most recently ended Reference Period as of such date (including, without limitation, a Reference Period ending on such date) to exceed 2.50 to 1.0.

(g) Article 11 of the Credit Agreement is hereby amended by adding the following as new Sections 11.4 and 11.5:

11.4 Minimum Historical Consolidated EBITDA . The Loan Parties will not permit Historical Consolidated EBITDA to be, for each Reference Period set forth below, less than the amount opposite such Reference Period:

Reference Periods:	Minimum Historical Consolidated EBITDA
Reference Period ending July 31, 2015	$3,775,000
Reference Period ending October 31, 2015	$3,450,000
Reference Period ending January 31, 2016	$3,350,000
Reference Period ending April 30, 2016	$4,000,000
Reference Period ending July 31, 2016	$4,150,000
Reference Period ending October 31, 2016	$4,200,000

11.5 Minimum Liquidity . The Loan Parties will not permit Liquidity at any time during the period commencing on July 31, 2015 and continuing through and including January 30, 2017 to be less than $1,000,000.

(h) The Credit Agreement is hereby further amended by deleting Exhibit D thereto in its entirety and substituting therefor the exhibit attached hereto as Exhibit D.

§4. First Amendment Fee. In consideration of the agreement by Bank of America to enter into this Amendment, the Borrowers shall pay to the Administrative Agent for the account of Bank of America an upfront fee of $25,000 (the “ First Amendment Fee ”). The First Amendment Fee shall be deemed fully earned as of the date hereof and shall be nonrefundable for any reason whatsoever.

§5. Ratification, etc. Except as expressly amended hereby, the Credit Agreement and the other Loan Documents are hereby ratified and confirmed in all respects and shall continue in full force and effect. This Amendment and the Credit Agreement shall hereafter be read and construed together as a single document, and all references in the Credit Agreement or any related agreement or instrument to the Credit Agreement shall hereafter refer to the Credit Agreement as amended by this Amendment. For the avoidance of doubt, unless specifically modified and amended in this Amendment, the Loan Parties shall comply with all other covenants, including all affirmative, negative and financial covenants, all representations and warranties, and all other provisions of the Credit Agreement, as amended.

§6. Conditions to Effectiveness. The effectiveness of this Amendment is subject to the prior satisfaction of each of the following conditions precedent:

(a) Representations and Warranties . All of the representations and warranties made by the Borrowers herein, whether directly or incorporated by reference, shall be true and correct on the date hereof except to the extent that such representations and warranties relate expressly to an earlier date.

(b) Execution and Delivery of this Amendment . The Borrowers, the Administrative Agent and Bank of America, as the sole Lender, shall have executed and delivered this Amendment.

(c) Amendments to Seller Subordinated Notes . Amendments to each of the Seller Subordinated Notes shall have been duly executed and delivered by the respective parties thereto, shall be in full force and effect and shall be in form and substance satisfactory to the Administrative Agent and Bank of America. Bank of America shall have received a fully executed copy of each such document.

(d) Payment of First Amendment Fee . The Borrowers shall have paid the First Amendment Fee to the Administrative Agent for the account of Bank of America.

(e) Payment of Expenses . The Borrowers shall have paid to the Administrative Agent and its counsel all amounts payable under §7 hereof.

§7. Expenses, Etc. Without limitation of the amounts payable by the Loan Parties under the Credit Agreement and other Loan Documents, the Borrowers agree to pay to the Administrative Agent upon demand an amount equal to any and all out-of-pocket costs or expenses (including reasonable legal fees and disbursements) incurred or sustained by the Administrative Agent in connection with the preparation of this Amendment and related matters.

§8. Release . To induce the Administrative Agent and Bank of America to enter into this Amendment, each of the Borrowers, on behalf of itself and its agents, attorneys, representatives, officers, directors, employees, shareholders, subsidiaries, affiliates, successors and assigns (collectively with each Borrower, “ Releasors ” and individually a “ Releasor ”) hereby releases, acquits and forever discharges each Releasee (as hereinafter defined) from any and all liabilities, claims, demands, actions or causes of action of any kind (if any there be), whether absolute or contingent, due or to become due, disputed or undisputed, liquidated or unliquidated, at law or in equity, or known or unknown (collectively, “ Claims ”) that any Releasor now has, ever had or hereafter may have against the Administrative Agent or any Lender in any capacity, or any officer, director, employee, agent, attorney, representative, subsidiary, affiliate and shareholder of the Administrative Agent or any Lender (collectively with the Administrative Agent and the Lenders, the “ Releasees ”) based on acts (other than acts of willful misconduct or gross negligence by any Releasee), transactions, or circumstances occurring on or before the date of this Amendment that relate to: (i) any Loan Documents; (ii) any transaction, action or omission contemplated thereby or concluded thereunder; or (iii) any aspect of the dealings or relationships between or among any of the Borrowers, on the one hand, and the Administrative Agent and/or any Lender, on the other hand, relating to any Loan Document or any transaction, action or omission contemplated thereby or concluded thereunder. The provisions of this §8 shall be binding upon each of the Borrowers and shall inure to the benefit of the Releasees and each of their respective representatives, officers, directors, employees, agents, attorneys, shareholders, subsidiaries, affiliates, heirs, executors, administrators, successors and assigns. Each of the Borrowers hereby covenants that it will not sue, sue further, or otherwise prosecute in any way any Claim, person, or entity released in this Amendment on account of or otherwise relating to any Claims released herein.

§9. Miscellaneous Provisions .

(a) Upon satisfaction of the conditions precedent set forth in §6, the Amendment shall become binding among the parties hereto and shall be deemed effective as of July 31, 2015 (the “ Amendment Effective Date ”). Until this Amendment becomes effective, the terms of the Credit Agreement prior to its amendment hereby shall remain in full force and effect.

(b) This Amendment is intended to take effect under, and shall be construed according to and governed by, the laws of the State of New York (excluding the laws applicable to conflicts or choice of law).

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement. This Amendment shall constitute a Loan Document for all purposes of the Credit Agreement.

(d) This Amendment is not intended by the parties to be, and shall not be construed to be, a novation of the Credit Agreement or an accord and satisfaction in regard thereto.

(e) This Amendment shall be binding upon and inure to the benefit of the parties hereto, their respective successors, successors-in-titles, and assigns. This Amendment sets forth the entire understanding and agreement of the parties with respect to the matters set forth herein, including the amendments set forth herein, and this Amendment supersedes any prior or contemporaneous understanding or agreement of the parties as to any such amendment or waiver of the provisions of the Credit Agreement or any Loan Document, except for any such agreement that has been set forth in writing and executed by the Loan Parties, the Administrative Agent and the Required Lenders. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which counterparts taken together shall be deemed to constitute one and the same instrument. A facsimile or other electronic transmission of an executed counterpart shall have the same effect as the original executed counterpart.

[Remainder of page intentionally blank; Signature Pages follow]

IN WITNESS WHEREOF, each of the parties hereto have caused this Amendment to be executed in its name and behalf by its duly authorized officer as of the date first written above.

	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

Exhibit 10.2

September 16, 2015

Bank of America, N.A.

CityPlace I

185 Asylum Street

Hartford, Connecticut 06103

Henry E. Baker

1050 Buckingham Street

Waterbury, CT 06795

Re: Amendment to Subordinated Note

Ladies and Gentlemen:

Reference is made to the Second Amended and Restated Subordinated Promissory Note dated April 5, 2005 in the original principal amount of $3,088,889 (as amended from time to time, the “ Subordinated Note ”) made by Crystal Rock Holdings, Inc., formerly known as Vermont Pure Holdings, Ltd. (“ Holdings ”), payable to the order of Henry E. Baker (the “ Payee ”), which Subordinated Note was collaterally assigned by the Payee to Bank of America, N.A. (the “ Bank ”) by the Allonge Endorsement to Second Amended and Restated Subordinated Promissory Note dated as of April 5, 2005, (b) the Amended and Restated Subordination and Pledge Agreement dated as of April 5, 2010 (the “ Subordination Agreement ”) that is referred to in the Subordinated Note. Capitalized terms used herein that are not defined herein have the meanings given to such terms in the Subordinated Note.

Clause (i) of the section of the Subordinated Note entitled “Payment Terms” is hereby amended and restated as follows:

(i) If and to the extent the Maker is permitted to make cash interest payments under this Note pursuant to that certain Second Amended and Restated Credit Agreement, dated as of May 20, 2015, by and among the Maker, Crystal Rock, LLC, the guarantors party thereto, Bank of America, N.A., as the sole lender, and Bank of America, N.A., as Agent (as amended and in effect from time to time, the “Credit Agreement”), interest will be payable in arrears for the three-month periods ended on each January 31, April 30, July 31 and October 31, in each case not more than 20 days after the end of such three-month period (i.e., February 20, May 20, August 20 and November 20). If and to the extent the Maker is prohibited from making cash interest payments under this Note pursuant to the Credit Agreement, such interest shall accrue and be added to the principal amount of this Note on the date such interest would have been otherwise due and payable and shall not be considered an overdue amount (in each case, the “ PIK Interest ”). In addition to any applicable rights or remedies of the Payee, any interest (other than PIK Interest”) not paid when due will thereafter bear interest at the applicable rate stated above.

Except as otherwise expressly provided by this agreement, all of the respective terms and provisions of the Subordinated Note and the Subordination Agreement shall remain the same. The Subordinated Note, as amended hereby, and the Subordination Agreement shall continue in full force and effect. This agreement and the Subordinated Note shall be read and construed as one instrument.

By its execution and delivery of this agreement, Bank of America, N.A., agrees and consents to the amendment of clause (i) of the section of the Subordinated Note entitled “Payment Terms” notwithstanding any contrary covenant in Holdings’ loan documents with Bank of America, N.A.

This agreement may be executed in any number of counterparts, but all such counterparts shall together constitute but one instrument. A facsimile or other electronic transmission of an executed counterpart shall have the same effect as the original executed counterpart.

Very truly yours,

Crystal Rock Holdings, Inc.

(formerly known as Vermont Pure Holdings, Ltd.).

By /s/ Peter K. Baker

Name: Peter K. Baker

Title: Chief Executive Officer

Agreed to:

/s/ Henry E. Baker

Henry E. Baker

Bank of America, N.A.

By /s/ Donald K. Bates

Name: Donald K. Bates

Title: Senior Vice President

September 16, 2015

Bank of America, N.A.

CityPlace I

185 Asylum Street

Hartford, Connecticut 06103

Henry E. Baker

1050 Buckingham Street

Waterbury, CT 06795

Re: Amendment to Subordinated Note

Ladies and Gentlemen:

Reference is made to (a) the Subordinated Promissory Note dated April 5, 2010 in the original principal amount of $1,511,111 (the “ Subordinated Note ”) made by Crystal Rock Holdings, Inc., formerly known as Vermont Pure Holdings, Ltd. (“ Holdings ”) payable to the order of Henry E. Baker (the “ Payee ”), which Subordinated Note was collaterally assigned by the Payee to Bank of America, N.A. (the “ Bank ”) by the Allonge Endorsement to Subordinated Promissory Note dated as of April 5, 2010, and (b) the Amended and Restated Subordination and Pledge Agreement dated as of April 5, 2010 (the “ Subordination Agreement ”) that is referred to in the Subordinated Note. Capitalized terms used herein that are not defined herein have the meanings given to such terms in the Subordinated Note or the Subordination Agreement, as applicable.

Clause (i) of the section of the Subordinated Note entitled “Payment Terms” is hereby amended and restated as follows:

Very truly yours,

Crystal Rock Holdings, Inc.

(formerly known as Vermont Pure Holdings, Ltd.).

By /s/ Peter K. Baker

Name: Peter K. Baker

Title: Chief Executive Officer

Agreed to:

/s/ Henry E. Baker

Henry E. Baker

Bank of America, N.A.

By /s/ Donald K. Bates

Name: Donald K. Bates

Title: Senior Vice President

September 16, 2015

Bank of America, N.A.

CityPlace 1

185 Asylum Street

Hartford, Connecticut 06103

Peter K. Baker

1050 Buckingham Street

Waterbury, CT 06795

Re: Amendment to Subordinated Note

Ladies and Gentlemen:

Reference is made to (a) the Second Amended and Restated Subordinated Promissory Note dated April 5, 2005 in the original principal amount of $4,700,000 (the “ Subordinated Note ”) made by Crystal Rock Holdings, Inc., formerly known as Vermont Pure Holdings, Ltd. (“ Holdings ”), payable to the order of Peter K. Baker (the “ Payee ”), which Subordinated Note was collaterally assigned by the Payee to Bank of America, N.A. (the “ Bank ”) by the Allonge Endorsement to Second Amended and Restated Subordinated Promissory Note executed by the Payee, which Allonge Endorsement was dated April 5, 2005, and (b) the Subordination and Pledge Agreement dated as of April 5, 2005 (the “ Subordination Agreement ”) that is referred to in the Subordinated Note. Capitalized terms used herein that are not defined herein have the meanings given to such terms in the Subordinated Note or the Subordination Agreement, as applicable.

Clause (i) of the section of the Subordinated Note entitled “Payment Terms” is hereby amended and restated as follows:

This agreement is intended to take effect under, and shall be construed according to and governed by, the internal laws of the State of Connecticut (without reference to principles of conflicts or choice of law). This agreement may be executed in any number of counterparts, but all such counterparts shall together constitute but one instrument. A facsimile or other electronic transmission of an executed counterpart shall have the same effect as the original executed counterpart.

Very truly yours,

Crystal Rock Holdings, Inc. (formerly known as Vermont Pure Holdings, Ltd.)

By /s/ Peter K. Baker

Name: Peter K. Baker

Title: Chief Executive Officer

Agreed to:

/s/ Peter K. Baker

Peter K. Baker

Bank of America, N.A.

By /s/ Donald K. Bates

Name: Donald K. Bates

Title: Senior Vice President

September 16, 2015

Bank of America, N.A.

CityPlace 1

185 Asylum Street

Hartford, Connecticut 06103

John B. Baker

1050 Buckingham Street

Waterbury, CT 06795

Re: Amendment to Subordinated Note

Ladies and Gentlemen:

Reference is made to (a) the Second Amended and Restated Subordinated Promissory Note dated April 5, 2005 in the original principal amount of $4,700,000 (the “ Subordinated Note ”) made by Crystal Rock Holdings, Inc., formerly known as Vermont Pure Holdings, Ltd. (“ Holdings ”), payable to the order of John B. Baker (the “ Payee ”), which Subordinated Note was collaterally assigned by the Payee to Bank of America, N.A. (the “ Bank ”) by the Allonge Endorsement to Second Amended and Restated Subordinated Promissory Note executed by the Payee, which Allonge Endorsement was dated April 5, 2005, and (b) the Subordination and Pledge Agreement dated as of April 5, 2005 (the “ Subordination Agreement ”) that is referred to in the Subordinated Note. Capitalized terms used herein that are not defined herein have the meanings given to such terms in the Subordinated Note or the Subordination Agreement, as applicable.

Clause (i) of the section of the Subordinated Note entitled “Payment Terms” is hereby amended and restated as follows:

Very truly yours,

Crystal Rock Holdings, Inc. (formerly known as Vermont Pure Holdings, Ltd.)

By /s/ Peter K. Baker

Name: Peter K. Baker

Title: Chief Executive Officer

Agreed to:

/s/ John B. Baker

John B. Baker

Bank of America, N.A.

By /s/ Donald K. Bates

Name: Donald K. Bates

Title: Senior Vice President

Exhibit 31.1

CERTIFICATION

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Peter K. Baker, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Crystal Rock Holdings, Inc.;

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;

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

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

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

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.

Date: September 18, 2015	/s/ Peter K. Baker
	Peter K. Baker, Chief Executive Officer

Exhibit 31.2

CERTIFICATION

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, David Jurasek, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Crystal Rock Holdings, Inc.;

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.

Date: September 18, 2015	/s/ David Jurasek
	David Jurasek, Vice President of Finance (Principal Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Crystal Rock Holdings, Inc. (the “Company”) for the quarter ended July 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Chief Executive Officer of the Company, certifies, to the best knowledge and belief of the signatory, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Peter K. Baker

Peter K. Baker

Chief Executive Officer

Date: September 18, 2015

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Crystal Rock Holdings, Inc. (the “Company”) for the quarter ended July 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Vice President of Finance and Principal Financial Officer of the Company, certifies, to the best knowledge and belief of the signatory, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ David Jurasek

David Jurasek

VP of Finance (Principal Financial Officer)

Date: September 18, 2015