<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO ____________
COMMISSION FILE NUMBER 000-24693
NUTRACEUTIX, INC.
(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
DELAWARE 91-1689591
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
8340 - 154TH AVENUE NORTHEAST
REDMOND, WASHINGTON 98052
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(425) 883-9518
(ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Number of shares of issuer's common stock outstanding as of April 30,
1999: 17,489,812
Transitional Small Business Disclosure Format: Yes [ ] No [X]
<PAGE> 2
NUTRACEUTIX, INC.
FORM 10-QSB
Table of Contents
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I FINANCIAL INFORMATION 1
Item 1. Financial Statements
Balance Sheets at March 31, 1999 (unaudited) and December 31, 1998 1
Statements of Operations for the three months ended March 31, 1999
and March 31, 1998 (unaudited) 2
Statements of Cash flows for the three months ended March 31, 1999
and March 31, 1998 (unaudited) 3
Notes to Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial Condition or
Plan of Operation 5
PART II OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds 9
Item 6. Exhibits and Reports on Form 8-K 9
Signatures 10
</TABLE>
i
<PAGE> 3
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NUTRACEUTIX, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
MARCH 31, 1999 DECEMBER 31,
(unaudited) 1998
-------------- ------------
<S> <C> <C>
CURRENT ASSETS
Cash $ 147,247 $ 93,440
Accounts receivable - net 783,745 737,916
Inventories 1,306,987 824,293
Prepaid expenses 180,281 201,188
------------ ------------
Total current assets 2,418,260 1,856,837
EQUIPMENT AND FURNITURE - net 1,341,903 1,327,257
OTHER ASSETS - net 849,941 935,005
------------ ------------
$ 4,610,104 $ 4,119,099
============ ============
LIABILITIES
CURRENT LIABILITIES
Line of credit $ 687,500 $ 411,500
Current maturities of long-term obligations 189,861 194,390
Current maturities of capital lease obligations 125,863 135,794
Accounts payable 784,202 281,719
Advance royalties and customer deposits 94,284 11,518
Accrued liabilities 87,362 97,259
------------ ------------
Total current liabilities 1,969,072 1,132,180
LONG-TERM OBLIGATIONS, less current maturities 451,524 465,892
CAPITAL LEASE OBLIGATIONS, less current maturities 224,713 249,198
COMMITMENTS AND CONTINGENCY -- --
STOCKHOLDERS' EQUITY
Preferred stock authorized, 5,000,000 shares $.01 par
value
Common stock authorized, 30,000,000 shares $.001 par 17,489 16,864
value
Additional contributed capital 11,725,754 11,570,129
Subscription receivable (140,625) --
Accumulated deficit (9,637,823) (9,315,164)
------------ ------------
Total stockholders' equity 1,964,795 2,271,829
------------ ------------
$ 4,610,104 $ 4,119,099
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
1
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NUTRACEUTIX, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended
March 31,
1999 1998
----------- -----------
<S> <C> <C>
Net revenues $ 1,589,933 $ 1,417,856
Cost of revenues 1,094,643 768,624
----------- -----------
Gross profit 495,290 649,232
Operating expenses
Selling and marketing 204,808 151,954
Research and development 85,868 36,140
General and administrative 425,450 322,149
----------- -----------
716,126 510,243
----------- -----------
Operating profit (loss) (220,836) 138,989
Other income (expense)
Interest expense (50,670) (38,895)
Other (51,153) 400
----------- -----------
(101,823) (38,495)
----------- -----------
NET EARNINGS (LOSS) $ (322,659) $ 100,494
=========== ===========
Net earnings (loss) per share $ (0.019) $ 0.007
=========== ===========
Net earnings per share assuming dilution $ 0.007
===========
</TABLE>
The accompanying notes are an integral part of these statements.
2
<PAGE> 5
NUTRACEUTIX, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended
March 31,
1999 1998
--------- ---------
<S> <C> <C>
Increase (Decrease) in Cash
Cash flows from operating activities:
Net earnings (loss) $(322,659) $ 100,494
Adjustments to reconcile net earnings (loss) to net
cash provided by (used in) operating activities
Depreciation and amortization 93,258 70,688
Write-off of start-up costs 50,266 --
Changes in assets and liabilities
Accounts receivable (45,829) (55,050)
Inventories (482,694) (116,627)
Prepaid expenses 20,907 5,096
Accounts payable 502,483 77,333
Accrued liabilities and advance royalties
and customer deposits 72,869 (30,423)
--------- ---------
Net provided by (cash used) in operating
activities (111,399) 51,511
--------- ---------
Cash flows from investing activities:
Purchase of equipment and furniture (69,552) (20,115)
Patent expenditures (3,554) --
--------- ---------
Net cash used in investing activities (73,106) (20,115)
--------- ---------
Cash flows from financing activities:
Payments on long-term obligations and
capital lease obligations (85,073) (76,976)
Proceeds from long-term obligations 31,760 --
Net borrowings on line of credit 276,000 60,000
Net proceeds from issuance of common stock 15,625 25,000
--------- ---------
Net cash provided by financing activities 238,312 8,024
--------- ---------
Net increase in cash 53,807 39,420
--------- ---------
Cash at beginning of period 93,440 132,978
--------- ---------
Cash at end of period $ 147,247 $ 172,398
========= =========
Cash paid during the year for:
Interest $ 51,406 $ 38,895
========= =========
Noncash investing and financing activities:
Purchase of equipment under capital lease obligations $ -- $ 195,517
========= =========
Issuance of common stock for subscription receivable $ 156,250 $ --
========= =========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE> 6
NUTRACEUTIX, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1. FINANCIAL STATEMENTS
The unaudited financial statements of Nutraceutix, Inc. (the Company)
have been prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations. The results of operations for interim periods are not
necessarily indicative of the results to be expected for the entire fiscal year
ending December 31, 1999. The accompanying unaudited financial statements and
related notes should be read in conjunction with the audited financial
statements and the Form 10-KSB of the Company, for its fiscal year ended
December 31, 1998.
NOTE 2. INVENTORIES
Inventories are stated at the lower of cost or market; cost is
determined by the first-in, first-out method. Inventories consist of the
following:
<TABLE>
<CAPTION>
March 31,
1999 December 31,
(unaudited) 1998
---------- ------------
<S> <C> <C>
Raw materials $ 854,356 $ 386,625
Work in progress 381,420 374,584
Finished goods 71,211 62,084
---------- ----------
$1,306,987 $ 824,293
========== ==========
</TABLE>
4
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NOTE 3. NET EARNINGS (LOSS) PER SHARE
Basic earnings per share are based on the weighted average number of
shares outstanding during each quarter. The weighted average shares for
computing basic earnings per share were 16,913,423 and 14,952,267 for the three
months ended March 31, 1999 and 1998, respectively. The weighted average shares
for computing dilution were 13,824,669 for the three months ended March 31,
1998. Options to purchase 1,127,598 shares of common stock at $.87 and $.93 a
share, respectively, were not included in the computation of diluted EPS as the
options' exercise price was greater than the average market price of the common
shares.
Because of the net loss for the three months ended March 31, 1999,
common stock equivalent shares were not included in the calculation of diluted
earnings per share as their inclusion would be anti-dilutive.
NOTE 4. EQUITY TRANSACTIONS
From January 1, 1999 through March 31, 1999, the Company has issued
625,000 shares of the Company's common stock at $0.25 per share or $156,250
through a subscription agreement. The Company received a promissory note in the
principal amount of $140,625, which calls for monthly payments of $15,625
commencing April 1999.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
OPERATION
The following discussion and analysis should be read in conjunction with
the financial statements, including the notes thereto, appearing in this Form
10-QSB and in the Company's 1998 annual report on Form 10-KSB.
FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS.
Except for the historical information contained herein, the matters
discussed in this quarterly report contain forward-looking statements that are
based on Management's beliefs and assumptions, current expectations, estimates,
and projections. Statements that are not historical facts, including without
limitation, statements which are preceded by, followed by or include the words
"believes," "anticipates," "plans," "excepts," "may," "should," or similar
expressions, are forward-looking statements. Many of the factors that will
determine the Company's future results are beyond the ability of the Company to
control or predict. These statements are subject to risks and uncertainties and,
therefore, actual results may differ materially.
5
<PAGE> 8
The Company disclaims any obligation to update any forward-looking
statements whether as a result of the new information, future events or
otherwise.
Important factors that may affect future results include, but are not
limited to: the impact of competitive products and pricing, product development,
changes in law and regulations, customer demand, litigation, availability of
future financing and uncertainty of market acceptance of new products. A more
detailed discussion of these factors is presented in the Company's 1998 annual
report on Form 10-KSB under the heading "Outlook-Issues and Uncertainties."
RESULTS OF OPERATIONS
Net Revenues: Net revenues increased 12% or $172,077 to $1,589,933 for
the three months ended March 31, 1999 from $1,417,856 for the three months ended
March 31, 1998. The increase resulted primarily from product sales in
fermentative products and private label health supplements manufacturing.
Royalties decreased to $2,166 in the first quarter of 1999 from $100,000 in the
first quarter of 1998 due to the termination of the guaranteed royalties on the
exclusive license of Calcium D-glucarate to Weider Nutrition.
Proprietary product sales decreased for the same period to $355,069 in
1999 from $480,055 in 1998. The loss of proprietary product manufacturing for
Weider Nutrition continued to impact revenues while the Company focused on
market diversification and development of controlled delivery technology
products.
Gross Profit: Gross profit decreased 24% or $153,942 to $495,290 for
the three months ended March 31, 1999 from $649,232 for the three months ended
March 31, 1998. This primarily resulted from changes in sources of revenues,
most notably, the decrease in royalty revenue of $97,834, and the increase of
private label manufacturing sales which carry a lower gross profit margin.
Selling and Marketing Expenses: Selling and marketing expenses consist
primarily of cost of sales presentations, commissions, travel related expenses,
and payroll. Selling and marketing expenses increased 35% or $52,854 to $204,808
for the three months ended March 31, 1999 from $151,954 for the three months
ended March 31, 1998. The 1999 expenses reflect the increases resulting from the
hiring of key sales and marketing personnel in the third quarter of 1998.
6
<PAGE> 9
Research and Development Expenses: Research and development expenses
increased 138% or $49,728 to $85,868 for the three months ended March 31, 1999
from $36,140 for the three months ended March 31, 1998 due to the further
development of the Company's licensed technologies. Research and development
expenses are expected to average approximately 3-5% of net revenues. The Company
plans to continue its research and development expenditures to broaden market
penetration by enhancing the technology of human health supplements.
General and Administrative Expenses: General and administrative
expenses consist primarily of personnel costs related to general management
functions, finance, accounting, depreciation and amortization, and professional
fees related to legal, audit and tax. General and administrative expenses
increased 32% or $103,301 to $425,450 for the three months ended March 31, 1999
from $322,149 for the three months ended March 31, 1998. The increase is
primarily due to securities related professional fees and building an
infrastructure to support the Company's growth.
Interest Expense: Interest expense increased 30% to $50,670 for the
three months ended March 31, 1999 from $38,895 for the three months ended March
31, 1998. Financing sources were used to purchase equipment and expand the
Colorado manufacturing facility which resulted in increased interest expense.
Other Expenditures: Due to the Statement of Position 98-5 issued
by the Accounting Standards Executive Committee in July 1998 requiring
costs of start-up activities and organization to be expensed as incurred, the
Company was required to write off the remaining unamortized start-up
activities and organization costs of approximately $50,300.
Net Earnings (Loss): The Company experienced a loss of $322,659. The
factors largely attributed to the loss are as follows:
- Write off of capitalized start-up costs.
- Decreased royalties associated with glucarate licensing.
- Increased operations expenses of approximately $200,000
associated with elevated expenses for marketing, SEC
reporting, and expansion of manufacturing capabilities.
7
<PAGE> 10
- Designing and developing controlled delivery technology
products for Met-Rx, USA. These products began shipment in
April 1999.
LIQUIDITY AND CAPITAL RESOURCES
The Company finances its operations and capital requirements primarily
through borrowing, raising equity capital, and operations. As of March 31, 1999,
the Company had working capital of $449,188 compared to working capital of
$724,657 at March 31, 1998. The working capital decrease at March 31, 1999 was
due to the net loss.
The Company's conventional bank line of credit is $800,000 collateralized by
accounts receivable, inventory and equipment. As of March 31, 1999, the Company
had an available balance of $112,500. The Company anticipates that its working
capital needs for the remainder of the year will be met from operations and
available borrowing capacity.
YEAR 2000
The Company has conducted a comprehensive review of its internal
computer systems and its products to identify the systems that could be affected
by the Y2K issue. The Company believes there are no material problems in its
infrastructure and facilities, but will continue to assess embedded systems
contained in the Company's facilities and other infrastructure to determine the
potential for Y2K problems.
The software applications currently used by the Company for financial
management are Y2K compliant. The operational software is in the process of
being updated to Windows 98 to ensure Y2K compliance. The Company believes the
incremental costs to become compliant will not be material, and that it will be
able to correct any Y2K issues that may arise without incurring material
additional expense.
Based on responses the Company has received to its questionnaires, the
Company believes that current material vendors and suppliers are compliant or
will timely become Y2K compliant. Management is seeking additional information
from its major customers and has not fully evaluated the impact, if any, Y2K
problems of its major customers may have on the Company's future operational
results or financial condition. Once this assessment is completed, the Company
will develop a contingency plan to address any identified issues.
8
<PAGE> 11
PART II: OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On March 23, 1999, the Company sold a total of 625,000 shares of Common
Stock to one unaffiliated private investor at a price of $0.25 per share. The
Company received payment in the form of a promissory note in the principal
amount of $140,625, payable in nine equal monthly payments commencing April 20,
1999. No commission or discount was paid in connection with this sale. These
shares were issued pursuant to the exemption from registration provided by
Section 4(2) of the Securities Act of 1933, as amended. At the time of the sale,
the investor was an existing shareholder of the Company who is an accredited
investor, as defined in Rule 501 of Regulation D. The investor had the requisite
investment intent and had the opportunity, in the course of negotiating the
transaction, to ask questions and obtain information directly from the Company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS: The following exhibits are filed as part of this
report:
EXHIBIT NO. DESCRIPTION
----------- -----------
11.1 Computation of Net Loss Per Share
27 Financial Data Schedule for the Quarter Ended March
31, 1999
(b) Reports on Form 8-K.
None.
9
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized.
NUTRACEUTIX, INC.
Date: May 14, 1999. By: /s/ William D. St. John
---------------------------------
WILLIAM D. ST. JOHN
President, Chairman of the Board
(Principal Executive Officer)
Date: May 14, 1999. By: /s/ Steven H. Moger
---------------------------------
STEVEN H. MOGER
Vice President, Operations
(Principal Financial Officer)
10
<PAGE> 1
EXHIBIT 11.1
NUTRACEUTIX, INC.
COMPUTATION OF NET LOSS PER SHARE
<TABLE>
<CAPTION>
Three months ended
March 31,
-------------------------------
1999 1998
---------- ----------
<S> <C> <C>
PRIMARY AND FULLY DILUTED:
Average shares outstanding 16,913,423 14,952,267
Dilutive stock equivalents -- (1,127,598)
---------- ----------
Total 16,913,423 13,824,669
========== ==========
Net earnings (loss) $ (322,659) $ 100,494
========== ==========
Net earnings (loss) per share $ (0.019) $ 0.007
========== ==========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEETS AND STATEMENTS OF OPERATIONS FOUND ON THE FORM 10-QSB FOR THE THREE MONTH
PERIOD ENDED MARCH 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH CONSOLIDATED FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 147,247
<SECURITIES> 0
<RECEIVABLES> 837,924
<ALLOWANCES> (54,179)
<INVENTORY> 1,306,987
<CURRENT-ASSETS> 2,418,260
<PP&E> 2,390,262
<DEPRECIATION> 1,048,359
<TOTAL-ASSETS> 4,610,104
<CURRENT-LIABILITIES> 1,969,072
<BONDS> 0
0
0
<COMMON> 17,489
<OTHER-SE> 1,947,306
<TOTAL-LIABILITY-AND-EQUITY> 4,610,104
<SALES> 1,589,933
<TOTAL-REVENUES> 1,589,933
<CGS> 1,094,643
<TOTAL-COSTS> 716,126
<OTHER-EXPENSES> 51,153
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 50,670
<INCOME-PRETAX> (322,659)
<INCOME-TAX> 0
<INCOME-CONTINUING> (322,659)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (322,659)
<EPS-PRIMARY> (.019)
<EPS-DILUTED> (.019)
</TABLE>
