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Naturade Inc – ‘10-Q’ for 3/31/99

As of:  Monday, 5/17/99   ·   For:  3/31/99   ·   Accession #:  1047469-99-20933   ·   File #:  33-07106-A

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/17/99  Naturade Inc                      10-Q        3/31/99    4:108K                                   Merrill Corp/New/FA

Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      14     60K 
 2: EX-10.1     Material Contract                                      9     33K 
 3: EX-10.2     Material Contract                                     37     84K 
 4: EX-27       Financial Data Schedule (Pre-XBRL)                     2      6K 


10-Q   —   Quarterly Report
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Item 1. Financial Statements
9Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
11Item 1. Legal Proceedings
"Item 2. Changes in Securities
"Item 3. Defaults upon Senior Securities
"Item 4. Submission of Matters to a Vote of Security Holders
"Item 5. Other Information
12Item 6. Exhibits & Reports on Form 8-K
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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 March 31, 1999 or [ ] 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 33-7106-A NATURADE, INC. (Exact name of registrant as specified in its charter) DELAWARE 23-2442709 -------- ---------- (State or other jurisdiction of (I. R. S. Employer incorporation or organization) Identification No.) 7110 East Jackson Street, Paramount, California 90723 ----------------------------------------------------- (Address of principal executive offices) (562) 531-8120 -------------- (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_______ APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate by number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 5,349,084 shares as of April 30, 1999. Exhibit Index on Page 14
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FORM 10-Q QUARTERLY REPORT Quarter Ended March 31, 1999 TABLE OF CONTENTS ----------------- [Enlarge/Download Table] PAGE NO. -------- PART I: FINANCIAL INFORMATION Item 1. Financial Statements Balance Sheets at March 31, 1999 3 (unaudited) and December 31, 1998 (unaudited) Statements of Operations for the three month periods ended 5 March 31, 1999 (unaudited) and March 31, 1998 (unaudited) Statements of Cash Flows for the three month periods ended 6 March 31, 1999 (unaudited) and March 31, 1998 (unaudited) Notes to Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial 9 Condition and Results of Operations PART II: OTHER INFORMATION Item 1. Legal Proceedings 11 Item 2. Changes in Securities 11 Item 3. Defaults upon Senior Securities 11 Item 4. Submission of Matters to a Vote of Security Holders 11 Item 5. Other Information 11 Item 6. Exhibits and Reports on Form 8-K 12 SIGNATURES 13
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PART I: FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS NATURADE, INC. Balance Sheets Assets -------- [Enlarge/Download Table] March 31, 1999 December 31, 1998 (Unaudited) (Unaudited) Current assets: Cash and cash equivalents $544,339 $842,029 Accounts receivable 1,029,295 1,294,612 Related party receivable 600,000 600,000 Inventories 2,071,815 2,093,981 Refundable income taxes 163,416 163,416 Prepaid expenses and other current assets 444,957 325,853 ----------------- --------------------- Total current assets 4,853,822 5,319,891 Property and equipment, net 1,997,177 1,981,326 Intangible assets, net 1,092,129 1,106,358 Other assets 89,735 116,014 ----------------- --------------------- Total assets 8,032,863 8,523,589 ----------------- --------------------- ----------------- --------------------- See accompanying notes to financial statements. 3
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PART I: FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS LIABILITIES AND STOCKHOLDERS' EQUITY [Enlarge/Download Table] March 31, 1999 December 31, 1998 (Unaudited) (Unaudited) Current liabilities: Accounts payable $1,266,199 $891,069 Lawsuit judgment payable $2,774,000 - Accrued expenses 431,463 565,794 Notes payable 1,735,719 1,450,000 Current portion of long-term debt 192,400 193,383 --------------- ------------------ Total current liabilities 6,399,781 3,100,246 --------------- ------------------ Long-term debt, less current maturities 1,916,476 1,964,324 --------------- ------------------ Commitments and contingencies - - Stockholders' equity: Common stock, par value $0.0001 per share; authorized, 50,000,000 shares; issued and outstanding, 5,349,084 (5,273,731 at December 31, 1998) 533 527 Preferred stock, par value $0.0001 per share; authorized, 2,000,000 shares; issued and outstanding, 1,250,024 125 125 Additional paid-in capital 7,493,054 7,453,201 Retained earnings (accumulated deficit) (7,777,106) (3,994,834) --------------- ------------------ Total stockholders' equity (283,394) 3,459,019 --------------- ------------------ Total liabilities and stockholders' equity $8,032,863 $8,523,589 --------------- ------------------ --------------- ------------------ See accompanying notes to financial statements. 4
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NATURADE, INC. STATEMENTS OF OPERATIONS [Enlarge/Download Table] Three Months Three Months Ended Ended March 31, 1999 March 31, 1998 (Unaudited) (Unaudited) Net sales $2,352,808 $3,139,098 Cost of sales 1,384,629 2,198,951 --------------- ---------------- Gross profit 968,179 940,147 --------------- ---------------- Costs and expenses: Selling, general and administrative expenses 1,842,253 2,290,250 Special legal expenses 52,032 - Lawsuit judgment expense 2,774,000 - Depreciation & amortization 46,780 46,796 Other (income) expense: Interest expense 89,251 109,328 Miscellaneous, net (56,265) 96,012 --------------- ---------------- Total costs and expenses 4,748,051 2,542,386 --------------- ---------------- (Loss) income before income taxes (3,779,872) (1,602,240) Provision for income taxes 2,400 (57,454) --------------- ---------------- Net (Loss) income ($3,782,272) ($1,544,786) --------------- ---------------- --------------- ---------------- Basic (loss) earnings per share ($0.71) ($0.29) --------------- ---------------- --------------- ---------------- Weighted average number of shares used in computation of basic (loss) earnings per share 5,336,733 5,297,378 --------------- ---------------- --------------- ---------------- Diluted (loss) earnings per share ($0.71) ($0.29) --------------- ---------------- --------------- ---------------- Weighted average number of shares used in computation of diluted (loss) earnings per share 5,336,733 5,297,378 --------------- ---------------- --------------- ---------------- See accompanying notes to financial statements 5
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NATURADE, INC. Statements of Cash Flows [Enlarge/Download Table] Three Months Ended Three Months Ended March 31, 1999 March 31, 1998 (Unaudited) (Unaudited) Cash flows from operating activities: Net (loss) income (3,782,272) (1,544,786) Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Depreciation and amortization 46,780 46,796 Gain on disposition of property and equipment (49,580) - Changes in assets and liabilities: Accounts receivable 265,317 158,389 Inventories 22,166 427,894 Prepaid expenses and other current assets (119,104) (48,343) Other assets 26,279 (91,884) Lawsuit judgment payable 2,774,000 - Accounts payable, accrued expenses and income taxes payable 240,803 (63,323) ------------------- ------------------ Net cash (used in) provided by operating activities: (575,611) (1,115,257) Cash flows from investing activities: Purchase of property and equipment (53,821) (17,489) Sale of property and equipment 55,000 ------------------- ------------------ Net cash (used in) provided by investing activities: 1,179 (17,489) Cash flows from financing activities: Net borrowings under note payable 285,720 (26,555) Payments of long-term debt, including capital lease (48,831) (55,849) Proceeds from sale of stock 38,794 87,502 Proceeds from exercise of warrants 1,059 - ------------------- ------------------ Net cash provided by financing activities: 276,742 5,098 Net increase (decrease) in cash and cash equivalents (297,690) (1,127,648) Cash and cash equivalents, beginning of period 842,029 5,744,067 Cash and cash equivalents, end of period 544,339 4,616,419 Supplemental disclosures of cash flow information Cash paid during the period for: Interest 87,880 109,920 See accompanying notes to financial statements 6
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NATURADE, INC. Notes to Financial Statements 1. The results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the fiscal year. In the opinion of management, the information contained herein includes all adjustments necessary for fair presentation of the financial statements. All such adjustments are of a normal recurring nature. These financial statements do not include all disclosures associated with the Company's annual financial statements and accordingly, should be read in conjunction with such statements. 2. The related party advance of $600,000 represents a temporary loan to Bill D. Stewart, the Company's Chief Executive Officer, pursuant to an Employment Agreement dated March 2, 1998, between the Company and Mr. Stewart (the "Stewart Employment Agreement") and filed as exhibit 10.20 to the Company's Form 10-Q for the period ended March 31, 1998. This related party advance was secured by Mr. Stewart's former residence in Tennessee. In April 1999, in accordance with the terms of the Stewart Employment Agreement, the Company acquired Mr. Stewart's former residence and cancelled such related party advance. The Company is actively pursuing the sale of this residence. 3. Inventories are stated at the lower of weighted average cost or market. Weighted average cost is determined on a first-in, first-out basis. Inventories at December 31, 1998 and March 31, 1999 consisted of the following: [Download Table] March 31, 1999 December 31, 1998 (Unaudited) (Unaudited) -------------- ------------------ Raw Materials $ 373,307 $ 880,660 Finished Goods 1,698,508 1,213,321 -------------- ------------------ $ 2,071,815 $ 2,093,981 4. The Company is currently in escrow regarding its interest in its former headquarter facility which housed executive offices, manufacturing, sales, marketing and product development operations. If this sale is consummated, the Company anticipates recording a small gain on the sale. In mid-April 1999, the Company relocated to Irvine, California. In anticipation of this move, the Company outsourced its production requirements to several independent food processing companies. 7
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5. Commencing January 1, 1999, the Company changed its fiscal year to end on December 31st. The Company's Annual Report on Form 10-K will cover the new fiscal year of January 1, 1999 to December 31, 1999. 6. On March 11, 1999, a civil judgment was entered against the Company and a co-defendant for a total of $2,774,000 by the United States Bankruptcy Court for the Northern District of Texas following trial in a proceeding initiated by the Trustee in the Chapter 7 bankruptcy case of Performance Nutrition, Inc. ("PNI"). The court's award was based on findings against the Company of aiding and abetting a breach of fiduciary duty by PNI management, conspiracy to breach fiduciary duty, tortious interference with contract and unjust enrichment. The court also awarded the Trustee pre-judgment and post-judgment interest. The pre-judgment interest amount is $206,283 and the post-judgment interest amount as of March 31, 1999 is $2,151. The Trustee subsequently moved for allowance of alleged costs against the Company in the amount of $125,326, which the Company intends to contest on several grounds. The Company is studying the judgment and is considering its options. In the interim, the Company has preserved its right to appeal the judgment to the United States District Court. On January 20, 1999 the PNI Trustee filed a second adversary complaint against the Company, seeking recovery of $130,200 in allegedly preferential payments made to the Company by PNI prior to bankruptcy. Management is contesting the Trustee's preference claims. However, all litigation contains an element of uncertainty, and it is not possible to determine at this time whether the ultimate outcome of this second adversary complaint will have a material adverse effect on the Company's results of operations or financial condition. 7. In early February 1999, the Company signed a 7 1/2 year lease agreement for new executive offices, sales & marketing and warehouse operations located in Irvine, Ca. The total minimum rental commitments under this lease for the respective years ending December 31 are: [Download Table] Year Amount ---- ------ 1999 $ 246,681 2000 328,908 2001 351,327 2002 358,800 2003 381,228 Thereafter 1,122,756 --------- Total $ 2,789,700 8. In March 1999, the Company entered into a Financing Agreement (the "Financing Agreement") with Health Holdings and Botanicals, Inc. ("Health Holdings"). The Financing Agreement provides that the Company may borrow up to $1.0 million at a per annum interest rate of 8%. All borrowings under the Financing Agreement are secured by the assets of the Company and are due on March 7, 2000. The Financing Agreement further provides that for each dollar borrowed, the Company shall issue a warrant ("Warrant") to Health Holdings to purchase three-tenths (0.3) of a share of common stock of the Company at an exercise price of $2.125 per share, subject to adjustment. As of March 31, 1999, the Company borrowed $600,000 under the Financing Agreement and issued 180,000 Warrants to Health Holdings. 8
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9. On January 26, 1999, the Company granted 20,000 options to the newly hired Vice President in charge of sales to the mass market. These options were granted at fair market value and vest at the rate of 5,000 shares per year for four years. On February 1, 1999, the Company granted 100,000 options to the newly hired Chief Operating Officer & Chief Financial Officer. These options were granted at fair market value and vest at the rate of 25,000 shares per year for four years. 10. Certain inventory write-offs totaling $666,000 that were included in costs and expenses at March 31, 1998 have been reclassified to cost of sales. ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This discussion contains "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Although Naturade, Inc. (the "Company" or the "Registrant") believes that the expectations reflected in such forward looking statements are reasonable, such statements are inherently subject to risk and the Company can give no assurances that such expectations will prove to be correct. Such forward looking statements involve risks and uncertainties and actual results could differ from those described herein and future results may be subject to numerous factors, many of which are beyond the control of the Company. Such risk factors include, without limitation, the risk of changes or developments in the regulatory framework or product liability principles applicable to the Company and its products, and the risk of consolidation in the distribution channels expected to be used by the Company to distribute its products. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unexpected events. LIQUIDITY AND CAPITAL RESOURCES The Company used cash of $575,611 in operating activities in the three months ended March 31, 1999. The Company's working capital decreased from $2,219,645 at December 31, 1998 to $(1,545,958) at March 31, 1999. This decrease was largely due to a judgment against the Company of $2,774,000 (see "Legal Proceedings" below) and an increase in Accounts Payable of $375,130 and Notes Payable of $285,720 required to fund the Company's operating losses for the three month period ended March 31, 1999. Cash provided by investing activities during the three month period ended March 31, 1999 total $1,179. The Company anticipates its capital expenditures for the three-month period ended June 30, 1999 to be approximately $50,000. The Company's cash provided by financing activities of $276,742 for the three month period ended March 31, 1999 was the result of borrowings from a new financing agreement with Health Holdings and Botanicals, Inc. as set forth in Note 8 to the Financial Statements above. The Company is currently in discussions with several asset-based lenders for an expanded line of credit to support the Company's working capital requirements as it expands sales into the mass market. The Company has extended its current $1,500,000 line of credit agreement with South Bay Bank to August 1, 1999. The Company is also in discussions with a financial advisory firm to explore new financing options in order to fund any settlement of the Texas Lawsuit judgment as well as the Company's future capital requirements. The Company's inability to obtain financing to fund any settlement of the Texas Lawsuit judgment or obtain new financing after the August 1, 1999 South Bay Bank deadline could have a material adverse effect on the financial condition of the Company. 9
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RESULTS OF OPERATIONS Total net sales for the three months ended March 31, 1999 decreased $786,290 or 25.0% compared to the same period last year. Of this amount, domestic sales decreased $313,404 or 13.4% while "Kids Plex-TM-" sales decreased $349,655 or 82.3% and international sales decreased $229,138 or 91.6% for the March 31, 1999 quarter compared to the same period last year. Partially offsetting this sales decline in the March 31, 1999 quarter was the sale of $148,163 of raw materials to copackers as the Company continues its strategy of complete production outsourcing. Total net sales were also impacted by a recall of certain Aloe Vera products creating returns of over $160,000 in March 1999, which was partially offset by replacement orders in the same month. Gross profit as a percentage of sales increased 11.2% to 41.1% of sales for the three months ended March 31, 1999 from 29.9% for the same quarter last year. This gross profit percentage increase was due to the reclassification of $666,000 of inventory write-offs in the March 1998 quarter for which there were no such amounts incurred in the March 31, 1999 quarter. Selling, general and administrative expenses decreased $447,997 to $1,842,253 or 78.3% of sales for the three months ended March 31, 1999, from $2,290,250 or 73.0% for the same period last year. These decreases were primarily the result of: 1) Lower selling and marketing expenses which decreased $500,545 to $865,004 or 36.8% of sales for the quarter ended March 31, 1999 from $1,365,549 or 43.5% of sales for the same period last year and 2) Higher general and administrative expenses, which increased $54,529 to $645,352 or 27.4% of sales for the quarter ended March 31, 1999, from $590,823 or 18.8% of sales for the same period last year. Shipping and receiving expenses decreased $1,422 to $265,019, but increased as a percent of sales to 11.3% for the quarter ended March 31, 1999, from $266,441, or 8.5% for the same period last year. Interest expense decreased $20,078 for the three-month period ended March 31, 1999 compared to the same period last year. Miscellaneous expenses for the quarter ended March 31, 1999 decreased $152,277 compared to the same period last year due to the lack of non-recurring charges in 1999 which in the March 31, 1998 quarter amounted to $157,500. No such amounts were incurred in the March 31, 1999 quarter. The March 31, 1999 quarter also reflects a $49,580 gain on sale of equipment that the Company no longer needs due to its strategy to completely outsource its production activities. Income tax expense was $2,400 for the three-month period ended March 31, 1999 compared to $ (57,454) for the same period last year due to losses for the periods and the carryback benefits of such losses. 10
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PART II. Other Information ITEM 1. Legal Proceedings As previously reported in its 8-K filing, on March 17, 1999, a civil judgment was entered against the Company and a co-defendant for a total of $2,774,000 by the United States Bankruptcy Court for the Northern District of Texas following a bench trial last year in a proceeding initiated by the Trustee in the Chapter 7 bankruptcy case of Performance Nutrition, Inc. ("PNI") on October 3, 1997. The court's award was based on findings against the Company of aiding and abetting a breach of fiduciary duty by PNI management, conspiracy to breach fiduciary duty, tortious interference with contract and unjust enrichment. The court also awarded the Trustee pre-judgment and post-judgment interest. The pre-judgment interest amount is $206,283 and the post-judgment interest amount as of March 31, 1999 is $2,151. The Trustee subsequently moved for allowance of alleged costs against the Company in the amount of $125,326, which the Company intends to contest on several grounds. The Company is studying the judgment and is considering its options. In the interim, the Company has preserved its right to appeal the judgment to the United States District Court. On January 20, 1999 the PNI Trustee filed a second adversary complaint against the Company, seeking recovery of $130,200 in allegedly preferential payments made to the Company by PNI prior to bankruptcy. The Company believes that these payments are statutorily protected from avoidance because they were made in the ordinary course of the two companies' business relationship or were followed by new value provided to PNI by the Company. Management is contesting the Trustee's preference claims. Because all litigation contains an element of uncertainty; it is not possible to determine at this time whether the ultimate outcome of these matters will have a material adverse effect on the Company's results of operations or financial condition. ITEM 2. Changes in Securities NONE ITEM 3. Defaults upon Senior Securities NONE ITEM 4. Submission of Matters to a Vote of Security Holders NONE ITEM 5. Other Information NONE 11
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ITEM 6. Exhibits & Reports on Form 8-K [Download Table] Exhibits Number Description Page --------- ----------- ---- 10.1 Employment Contract with 15 Lawrence J. Batina dated February 1, 1999 10.2 Financing Agreement between Naturade, Inc. 16 and Health Holdings and Botanicals, Inc. 27 Financial Data Schedule 17 Reports on Form 8-K On March 17, 1999, the Company filed Form 8-K with respect to a judgment entered against it in the United States Bankruptcy Court for the Northern District of Texas. See Part II, Item 1-"Legal Proceedings". 12
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S I G N A T U R E S 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 hereunto duly authorized. NATURADE, INC. -------------- (Registrant) DATE: May 14, 1999 By /s/ Bill D.Stewart ------------------------ --------------------- Bill D. Stewart Chief Executive Officer DATE: May 14, 1999 By /s/Lawrence J. Batina ------------------------ ------------------------ Lawrence J. Batina Chief Financial Officer 13
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EXHIBIT INDEX [Download Table] Exhibit No. Description Page No. ----------- ----------- -------- 10.1 Employment Contract with 15 Lawrence J. Batina dated February 1, 1999 10.2 Health Holdings and 16 Botanicals, Inc. Financing Agreement 27 Financial Data Schedule 17 14

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘10-Q’ Filing    Date First  Last      Other Filings
3/7/008
12/31/99810-K405,  NT 10-K
8/1/999
6/30/99910-Q
Filed on:5/17/99
5/14/9913
4/30/991
For Period End:3/31/99111
3/17/9911128-K
3/11/9988-K
2/1/99914
1/26/999
1/20/99811
1/1/998
12/31/982910-Q
3/31/9821010-Q
3/2/987
10/3/9711
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