-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SrPPXZr3a9aMvM79IBdQyHGYxVvICy+Iv/Oxbam54kn+buDsPlhFeRGjvz2rbuJv YCoNGb9qu9LKkwiyZaa2mg== 0001108890-04-000309.txt : 20040511 0001108890-04-000309.hdr.sgml : 20040511 20040511145137 ACCESSION NUMBER: 0001108890-04-000309 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040510 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPECTRUM ORGANIC PRODUCTS INC CENTRAL INDEX KEY: 0001034992 STANDARD INDUSTRIAL CLASSIFICATION: CANNED, FRUITS, VEG & PRESERVES, JAMS & JELLIES [2033] IRS NUMBER: 943076294 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22231 FILM NUMBER: 04796118 BUSINESS ADDRESS: STREET 1: 5341OLD REDWOOD HIGHWAY STREET 2: 4TH FLOOR CITY: PETALUMA STATE: CA ZIP: 94954 BUSINESS PHONE: 7077788900 MAIL ADDRESS: STREET 1: 5341 OLD REDWOOD HIGHWAY STREET 2: 4TH FLOOR CITY: PETALUMA STATE: CA ZIP: 94954 FORMER COMPANY: FORMER CONFORMED NAME: ORGANIC FOOD PRODUCTS INC DATE OF NAME CHANGE: 19970304 8-K 1 spectrum8k051104.txt PERIOD ENDED 05-10-04 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2004 Spectrum Organic Products, Inc. ---------------------------------------------------- (Exact name of Registrant as specified in its charter) California 333-22997 94-3076294 ------------ ---------------------- ------------------- (State of (Commission File Number) (IRS Employer ID No.) Incorporation) 5341 Old Redwood Highway, Suite 400 Petaluma, CA 94954 -------------------------------------- (Address of Principal Executive Offices) 707-778-8900 ----------------------------- (Registrant's telephone number) ITEM 7. Financial Statements and Exhibits (c) Exhibits: 99.08 Press release of the Company dated May 10, 2004 titled "Spectrum Organic Products Reports Record First Quarter Sales." Item 12. Results of Operations and Financial Condition: Spectrum Organic Products, Inc. (the "Company" or the "Registrant") issued a press release on May 10, 2004 announcing its first quarter 2004 results of operations and financial condition. Included with that press release were the following financial statements: 1. Balance Sheets as of March 31, 2004 and December 31, 2003 2. Statements of Operations for the three months ended March 31, 2004 and 2003 3. Statements of Cash Flows for the three months ended March 31, 2004 and 2003 A copy of the press release is included with this 8-K filing as Exhibit 99.08. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. Dated: May 11, 2004 Spectrum Organic Products, Inc. /s/ Robert B. Fowles ------------------------------- Robert B. Fowles Duly Authorized Officer & Chief Financial Officer EX-99.08 2 spectrumexhib9908-051104.txt PRESS RELEASE Spectrum Organic Products, Inc. News Release Contact: Andrea Proulx For Immediate Release ---------------------- - --------------------- 707-778-8900 ext. 3101 ---------------------- andreap@spectrumorganic.com Spectrum Organic Products Reports Record First Quarter Sales - ------------------------------------------------------------ PETALUMA, CA (May 10, 2004) Spectrum Organic Products, Inc. (OTCBB-SPOP) reported that net sales for the three months ended March 31, 2004 reached a new quarterly record for the company of $12,733,100 compared to net sales of $10,308,600 for the same period of the prior year, a growth rate of 24 percent (i). The improved sales performance was primarily attributable to increased consumer awareness of the importance of healthy oils to overall health and nutrition. Additionally, many food manufacturers continued their push to eliminate partially hydrogenated oils (trans fats) from their products which drove the company's industrial sales to record levels. Spectrum reported a net loss for the quarter of $109,000 versus net income of $635,600 for the first quarter of 2003, which was primarily attributable to margin pressure on the company's consumer branded product lines as a result of increased raw material costs for certain key organic raw materials such as olive oil, canola oil and flaxseed. Also contributing to the operating loss in 2004 was increased spending behind several new sales and marketing initiatives during the first quarter. In particular, there was heavy spending to launch Spectrum's new advertising campaign, as well as a new company identity and packaging revisions, a completely redesigned website and an increased presence at industry trade shows. Management believes that earnings before interest, taxes, depreciation and amortization (EBITDA) (ii) is an important measure of its financial performance. For the three months ending March 31, 2004, Spectrum reported EBITDA of $40,600 versus EBITDA of $847,500 for the first quarter of 2003. The decrease in 2004 was primarily attributable to the gross margin pressure and the increased spending behind the sales and marketing initiatives. "Our first quarter sales were an all-time record, with significant growth delivered in all three of the company's business segments," said Neil G. Blomquist, Spectrum CEO. "Additionally, we launched our new "I am Spectrum" advertising campaign and a new public relations program. The organic foods industry continues to feature double-digit growth. As category leaders in culinary oils and essential fatty acid nutritional supplements, Spectrum remains in an enviable position for future sales growth." Spectrum Organic Products, Inc. is a leading manufacturer and marketer of natural and organic culinary oils, vinegar, condiments and butter substitutes under the Spectrum Naturals(R) brand and essential fatty acid nutritional supplements under the Spectrum Essentials(R) brand. The company also produces and sells a wide range of industrial oils, vinegar and nutritional ingredients to other manufacturers through its Spectrum Ingredients Division. All of the company's products feature healthy oils that are free from hydrogenation and genetically modified organisms. "Safe Harbor" statements under the Private Securities Act of 1995: The statements contained in this release, which are not historical facts, are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth or implied by the forward-looking statements. These risks and uncertainties are described in the company's Securities and Exchange Commission filings under the symbol "SPOP."
(i) Net sales by business segment for the three month periods ended March 31, 2004 and 2003 are summarized as follows: 2004 2003 % Change ---- ---- -------- Spectrum Naturals(R)Culinary Products $ 5,817,600 $ 4,598,100 +27% Spectrum Essentials(R)Nutritional Supplements 2,668,800 2,446,300 +9% Spectrum Ingredients/Other 4,246,700 3,264,200 +30% ----------- ----------- ---- Total Net Sales $12,733,100 $10,308,600 +24% ----------- ----------- ---- (ii) The reconciliation of net income to EBITDA for the three month periods ended March 31, 2004 and 2003 is summarized as follows: 2004 2003 ---- ---- Net Income (Loss) $(109,000) $ 635,600 Provision (Benefit) for Income Taxes (72,600) 37,800 Interest Expense 74,000 70,400 Depreciation and Amortization Expense 148,200 103,700 --------- --------- EBITDA $ 40,600 $ 847,500 --------- ---------
SPECTRUM ORGANIC PRODUCTS, INC. BALANCE SHEETS ASSETS (Unaudited) March 31, December 31, 2004 2003 ------------ ------------ Current Assets: Cash $ 218,400 $ 7,300 Accounts receivable, net 4,395,800 4,163,200 Inventories, net 6,741,800 8,007,200 Deferred income taxes - current 592,900 514,200 Prepaid expenses and other current assets 378,800 297,500 ------------ ------------ Total Current Assets 12,327,700 12,989,400 Property and Equipment, net 4,631,200 4,338,700 Other Assets: Deferred income taxes - long-term 1,087,700 1,087,700 Intangible assets, net 586,300 586,800 Other assets 218,300 218,300 ------------ ------------ Total Assets $ 18,851,200 $ 19,220,900 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Bank overdraft $ -- $ 513,800 Line of credit 5,147,600 4,833,000 Accounts payable, trade 4,725,100 4,168,000 Accrued expenses 829,500 1,307,700 Current maturities of term notes payable and capital lease Obligations 329,100 322,300 Current maturities of notes payable, related parties 259,500 275,200 Income taxes payable -- 9,900 ------------ ------------ Total Current Liabilities 11,290,800 11,429,900 Notes payable and capitalized lease obligations, less current maturities 1,021,700 1,104,200 Notes payable, related parties, less current maturities 499,900 549,200 Deferred rent 47,300 50,700 ------------ ------------ Total Liabilities 12,859,700 13,134,000 ------------ ------------ Commitments and Contingencies Stockholders' Equity: Preferred stock, 5,000,000 shares authorized, no shares issued or outstanding -- -- Common stock, no par value, 60,000,000 shares authorized, 46,296,277 and 46,254,777 issued and outstanding at March 31, 2004 and December 31, 2003, respectively 9,593,100 9,579,500 Accumulated deficit (3,601,600) (3,492,600) ------------ ------------ Total Stockholders' Equity 5,991,500 6,086,900 ------------ ------------ Total Liabilities and Stockholders' Equity $ 18,851,200 $ 19,220,900 ============ ============
SPECTRUM ORGANIC PRODUCTS, INC. STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended March 31, March 31, 2004 2003 ------------ ------------ Net Sales $ 12,733,100 $ 10,308,600 Cost of Goods Sold 9,830,400 7,235,800 ------------ ------------ Gross Profit 2,902,700 3,072,800 ------------ ------------ Operating Expenses: Sales and Marketing 1,981,900 1,432,600 General and Administrative 1,029,400 897,600 ------------ ------------ Total Operating Expenses 3,011,300 2,330,200 ------------ ------------ Income (Loss) from Operations (108,600) 742,600 ------------ ------------ Other Income (Expense): Interest Expense (74,000) (70,400) Other, net 1,000 1,200 ------------ ------------ Total Other Expenses (73,000) (69,200) ------------ ------------ Income (Loss) Before Taxes (181,600) 673,400 Benefit (Provision) for Income Taxes 72,600 (37,800) ------------ ------------ Net Income (Loss) $ (109,000) $ 635,600 ============ ============ Basic and Fully Diluted Income (Loss) Per Share $ (0.00) $ 0.01 ============ ============ Basic Weighted Average Shares Outstanding 46,275,557 45,705,571 ============ ============ Fully Diluted Weighted Average Shares Outstanding 46,275,557 46,108,429 ============ ============
SPECTRUM ORGANIC PRODUCTS, INC. STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended March 31, March 31, 2004 2003 ------------ ------------ Cash Flows from Operating Activities: -- -- Net Income (Loss) $ (109,000) $ 635,600 Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by (Used in) Operating Activities: Provision for uncollectible receivables 18,800 21,300 Provision for inventory obsolescence 18,700 74,700 Depreciation and amortization 148,200 103,700 Imputed interest on note payable, related party 5,000 4,700 Changes in Assets and Liabilities: Accounts receivable (251,400) (611,500) Inventories 1,246,700 (2,083,100) Other assets (160,000) (86,000) Accounts payable 557,100 1,003,400 Income taxes payable (9,900) (138,200) Other liabilities (481,500) 33,000 ------------ ------------ Net Cash Provided by (Used in) Operating Activities 982,700 (1,042,400) ------------ ------------ Cash Flows from Investing Activities: Purchase of property and equipment (440,300) (357,600) ------------ ------------ Net Cash Used in Investing Activities (440,300) (357,600) ------------ ------------ Cash Flows from Financing Activities: Increase (Decrease) in bank overdraft (513,800) 165,400 Proceeds from line of credit 5,483,300 11,039,300 Repayment of line of credit (5,168,700) (9,679,100) Repayment of notes payable, related parties (70,100) (68,000) Repayment of term notes payable (62,500) (51,600) Repayment of capitalized lease obligations (13,100) (11,500) Proceeds from exercise of stock options 13,600 -- ------------ ------------ Net Cash Provided by (Used in) Financing Activities (331,300) 1,394,500 ------------ ------------ Net Increase (Decrease) in Cash 211,100 (5,500) Cash, beginning of the year 7,300 12,700 ------------ ------------ Cash, end of the period $ 218,400 $ 7,200 ============ ============ Supplemental Disclosure of Cash Flow Information: Cash paid for income taxes $ 16,000 $ 176,000 Cash paid for interest $ 67,700 $ 69,800
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