Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 10, 2017 | Jun. 30, 2016 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | RELIV INTERNATIONAL INC | ||
Entity Central Index Key | 768,710 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 4.8 | ||
Trading Symbol | RELV | ||
Entity Common Stock, Shares Outstanding | 1,845,160 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 3,606,817 | $ 3,262,263 |
Accounts receivable, less allowances of $26,700 in 2016 and $30,200 in 2015 | 126,113 | 89,376 |
Accounts due from employees and distributors | 139,931 | 134,668 |
Inventories: | ||
Finished goods | 2,629,541 | 3,657,612 |
Raw materials | 1,728,136 | 1,382,635 |
Sales aids and promotional materials | 130,153 | 132,475 |
Total inventories | 4,487,830 | 5,172,722 |
Refundable income taxes | 97,194 | 522,035 |
Deferred income taxes | 0 | 66,000 |
Prepaid expenses and other current assets | 474,183 | 552,645 |
Total current assets | 8,932,068 | 9,799,709 |
Other assets | 305,137 | 285,153 |
Cash surrender value of life insurance | 2,965,981 | 2,848,232 |
Note receivable due from distributor | 1,521,005 | 1,630,164 |
Deferred income taxes | 487,000 | 623,000 |
Intangible assets, net | 2,400,234 | 2,655,647 |
Property, plant, and equipment | 18,600,665 | 18,766,218 |
Less accumulated depreciation | 12,746,363 | 12,347,091 |
Property, plant, and equipment, net | 5,854,302 | 6,419,127 |
Total assets | 22,465,727 | 24,261,032 |
Current liabilities: | ||
Accounts payable and accrued expenses | 4,234,305 | 3,937,752 |
Current maturities of long-term debt | 389,096 | 781,505 |
Total current liabilities | 4,623,401 | 4,719,257 |
Noncurrent liabilities: | ||
Long-term debt, less current maturities | 2,518,341 | 3,159,575 |
Noncurrent deferred income taxes | 0 | 94,000 |
Other noncurrent liabilities | 409,813 | 405,705 |
Total noncurrent liabilities | 2,928,154 | 3,659,280 |
Stockholders’ equity: | ||
Preferred stock, par value $0.001 per share; 3,000,000 shares authorized; -0- shares issued and outstanding in 2016 and 2015 | 0 | 0 |
Common stock, par value $0.001 per share; 30,000,000 shares authorized, 2,110,013 shares issued and 1,845,160 shares outstanding in 2016; 2,110,436 shares issued and 1,845,583 shares outstanding in 2015 | 2,110 | 2,110 |
Additional paid-in capital | 30,565,144 | 30,512,480 |
Accumulated deficit | (9,284,317) | (8,659,262) |
Accumulated other comprehensive loss: | ||
Foreign currency translation adjustment | (1,030,205) | (634,273) |
Treasury stock | (5,338,560) | (5,338,560) |
Total stockholders’ equity | 14,914,172 | 15,882,495 |
Total liabilities and stockholders’ equity | $ 22,465,727 | $ 24,261,032 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Allowance for accounts receivable (in dollars) | $ 26,700 | $ 30,200 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares, issued | 2,110,013 | 2,110,436 |
Common stock, shares, outstanding | 1,845,160 | 1,845,583 |
Consolidated Statements of Net
Consolidated Statements of Net Loss and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Product sales | $ 42,004,961 | $ 47,759,553 |
Handling & freight income | 3,507,875 | 4,009,304 |
Net sales | 45,512,836 | 51,768,857 |
Costs and expenses: | ||
Cost of products sold | 10,024,021 | 11,086,152 |
Distributor royalties and commissions | 16,095,032 | 18,410,190 |
Selling, general, and administrative | 20,205,762 | 23,546,926 |
Loss from operations | (811,979) | (1,274,411) |
Other income (expense): | ||
Interest income | 107,006 | 117,027 |
Interest expense | (106,682) | (113,881) |
Other income (expense) | 195,600 | (191,402) |
Loss before income taxes | (616,055) | (1,462,667) |
Provision (benefit) for income taxes | 9,000 | (238,000) |
Net loss available to common shareholders | (625,055) | (1,224,667) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | (395,932) | (68,435) |
Comprehensive loss | $ (1,020,987) | $ (1,293,102) |
Loss per common share - Basic (in dollars per share) | $ (0.34) | $ (0.67) |
Weighted average shares (in shares) | 1,845,000 | 1,839,000 |
Loss per common share - Diluted (in dollars per share) | $ (0.34) | $ (0.67) |
Weighted average shares (in shares) | 1,845,000 | 1,839,000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Treasury Stock [Member] |
Balance at Dec. 31, 2014 | $ 16,997,278 | $ 2,096 | $ 30,334,175 | $ (7,434,595) | $ (565,838) | $ (5,338,560) |
Balance (in shares) at Dec. 31, 2014 | 2,096,150 | 264,853 | ||||
Net loss | (1,224,667) | $ 0 | 0 | (1,224,667) | 0 | $ 0 |
Other comprehensive income (loss): | ||||||
Foreign currency translation adjustment | (68,435) | 0 | 0 | 0 | (68,435) | 0 |
Total comprehensive loss | (1,293,102) | |||||
Common stock issued (Note 13) | 117,000 | $ 14 | 116,986 | 0 | 0 | $ 0 |
Common stock issued (Note 13) (in shares) | 14,286 | 0 | ||||
Stock-based compensation | 63,064 | $ 0 | 63,064 | 0 | 0 | $ 0 |
Expired stock options & warrants; deferred tax effect | (1,745) | 0 | (1,745) | 0 | 0 | 0 |
Balance at Dec. 31, 2015 | 15,882,495 | $ 2,110 | 30,512,480 | (8,659,262) | (634,273) | $ (5,338,560) |
Balance (in shares) at Dec. 31, 2015 | 2,110,436 | 264,853 | ||||
Net loss | (625,055) | $ 0 | 0 | (625,055) | 0 | $ 0 |
Other comprehensive income (loss): | ||||||
Foreign currency translation adjustment | (395,932) | 0 | 0 | 0 | (395,932) | 0 |
Total comprehensive loss | (1,020,987) | |||||
Stock-based compensation | 60,342 | 0 | 60,342 | 0 | 0 | 0 |
Expired stock options & warrants; deferred tax effect | (5,467) | 0 | (5,467) | 0 | 0 | 0 |
Common stock repurchased and retired | (2,211) | $ 0 | (2,211) | 0 | 0 | $ 0 |
Common stock repurchased and retired (in shares) | (423) | 0 | ||||
Balance at Dec. 31, 2016 | $ 14,914,172 | $ 2,110 | $ 30,565,144 | $ (9,284,317) | $ (1,030,205) | $ (5,338,560) |
Balance (in shares) at Dec. 31, 2016 | 2,110,013 | 264,853 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating activities | ||
Net loss | $ (625,055) | $ (1,224,667) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 984,031 | 1,003,096 |
Stock-based compensation | 60,342 | 63,064 |
Non-cash life insurance policy accretion | (117,750) | (100,288) |
Deferred income taxes | (3,000) | 92,000 |
Foreign currency transaction (gain)/loss | (147,623) | 109,491 |
(Increase) decrease in accounts receivable and accounts due from employees and distributors | (39,282) | 156,865 |
(Increase) decrease in inventories | 537,665 | (138,490) |
(Increase) decrease in refundable income taxes | 425,099 | (264,243) |
(Increase) decrease in prepaid expenses and other current assets | 66,014 | 95,861 |
(Increase) decrease in other assets | (19,936) | 10,776 |
Increase (decrease) in accounts payable & accrued expenses and other non-current liabilities | 404,767 | (603,020) |
Net cash provided by (used in) operating activities | 1,525,272 | (799,555) |
Investing activities | ||
Proceeds from sale of property, plant, and equipment | 912 | 7,281 |
Purchase of property, plant, and equipment | (173,903) | (250,284) |
Payments received on distributor note receivable | 102,818 | 96,845 |
Net cash used in investing activities | (70,173) | (146,158) |
Financing activities | ||
Repayment of revolving line of credit borrowings | 0 | (500,000) |
Proceeds from long-term borrowings | 0 | 3,249,501 |
Principal payments on long-term borrowings | (1,017,367) | (3,482,561) |
Purchase of stock for treasury | (2,211) | 0 |
Net cash used in financing activities | (1,019,578) | (733,060) |
Effect of exchange rate changes on cash and cash equivalents | (90,967) | (48,356) |
Increase (decrease) in cash and cash equivalents | 344,554 | (1,727,129) |
Cash and cash equivalents at beginning of year | 3,262,263 | 4,989,392 |
Cash and cash equivalents at end of year | 3,606,817 | 3,262,263 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the year for: Interest | 94,100 | 87,710 |
Cash paid during the year for: Income taxes paid (received), net | (398,900) | (68,000) |
Noncash financing transactions (Note 13): | ||
Issuance of promissory notes | 0 | 424,000 |
Issuance of company common stock | $ 0 | $ 117,000 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Reliv’ International, Inc. (the Company) produces a proprietary line of nutritional supplements addressing basic nutrition, specific wellness needs, weight management, and sports nutrition. These products are sold by subsidiaries of the Company to a sales force of independent distributors of the Company that sell products directly to consumers. The Company and its subsidiaries sell products to distributors throughout the United States and in Australia, Austria, Canada, France, Germany, Indonesia, Ireland, Malaysia, Mexico, the Netherlands, New Zealand, the Philippines, Singapore, and the United Kingdom. The consolidated financial statements include the accounts of the Company and its foreign and domestic subsidiaries. All significant intercompany accounts and transactions have been eliminated. On October 4, 2016, the Company effected a 1-for-7 reverse stock split of the Company’s common stock. Each stockholder’s percentage ownership and proportional voting power remained unchanged as a result of the reverse stock split. All applicable share data, per share amounts, and related information in these consolidated financial statements and notes thereto have been adjusted retroactively to give effect to the 1-for-7 reverse stock split. The Company's policy is to consider the following as cash and cash equivalents: demand deposits and short-term investments with a maturity of three months or less when purchased. Inventories are valued at the lower of cost or market. Product cost includes raw materials, labor, and overhead costs and is accounted for on a first-in, first-out basis. On a periodic basis, the Company reviews its inventory levels, as compared to future demand requirements and the shelf life of the various products. Based on this review, the Company records inventory write-downs when necessary. Sales aids and promotional materials inventories represent distributor kits, product brochures, and other sales and business development materials which are held for sale to distributors. Cost of the sales aids and promotional materials held for sale are capitalized as inventories and subsequently recorded to cost of goods sold upon recognition of revenue when sold to distributors. All other advertising and promotional costs are expensed when incurred. Property, plant, and equipment are stated on the cost basis. Depreciation is computed using the straight-line or an accelerated method 3 5 7 39 All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date. Statements of net income (loss) amounts have been translated using the average exchange rate for the year. The gains and losses resulting from the changes in exchange rates from year to year have been reported in other comprehensive income (loss). The foreign currency translation adjustment is the only component of accumulated other comprehensive loss. If applicable, foreign currency translation adjustments exclude income tax expense (benefit) as certain of the Company’s investments in non-U.S. subsidiaries are deemed to be reinvested for an indefinite period of time. Foreign currency transaction gains (losses) were $ 147,623 (109,491) Basic earnings per common share are computed using the weighted average number of common shares outstanding during the year. Diluted earnings per common share are computed using the weighted average number of common shares and potential dilutive common shares that were outstanding during the period. Potential dilutive common shares consist of outstanding stock options, outstanding stock warrants, and convertible preferred stock. See Note 8 for additional information regarding earnings per share. The Company has stock-based incentive plans under which it may grant stock option, restricted stock, and unrestricted stock awards. The Company recognizes stock-based compensation expense based on the grant date fair value of the award and the related vesting terms. Depending upon the characteristics of the option, the fair value of stock-based awards is primarily determined using the Black-Scholes model, which incorporates assumptions and management estimates including the risk-free interest rate, expected volatility, expected option life, and dividend yield. See Note 7 for additional information. The Company accounts for options granted to non-employees and warrants granted to distributors under the fair value approach required by FASB ASC Topic 505-50, “Equity Based Payments to Non-Employees.” The Company receives payment by credit card, personal check, or guaranteed funds for orders from independent distributors and makes related commission payments in the following month. Generally, net sales reflect product sales less the distributor discount of 20 percent to 40 percent of the suggested retail price. Actual and estimated sales returns are classified as a reduction of net sales. The Company estimates and accrues a reserve for product returns based on the Company’s return policy and historical experience. The Company’s return policy allows for distributors to return product only upon termination of his or her distributorship. Allowable returns are limited to saleable product which was purchased within twelve months of the termination for a refund of 100% of the original purchase price less any distributor royalties and commission received relating to the original purchase of the returned products. 0.20 0.24 The Company records handling and freight income as a component of net sales and records handling and freight costs as a component of cost of products sold. Total net sales do not include sales tax as the Company considers itself a pass-through conduit for collecting and remitting applicable sales taxes. FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” defines fair value, establishes a framework for measuring fair value, and requires disclosures about fair value measurements required under other accounting pronouncements. See Note 5 for further discussion. The provision for income taxes is computed using the liability method. The primary differences between financial statement and taxable income result from financial statement accruals and reserves and differences between depreciation and stock options for book and tax purposes. Unrecognized tax benefits are accounted for as required by FASB ASC Topic 740 which prescribes a more likely than not threshold for financial statement presentation and measurement of a tax position taken or expected to be taken in a tax return. See Note 11 for further discussion. Costs of sales aids and promotional materials are capitalized as inventories. All other advertising and promotional costs are expensed when incurred. The Company recorded $ 36,900 18,500 Research and development expenses, which are charged to selling, general, and administrative expenses as incurred, were $ 694,000 765,000 The Company records intangible assets based on management’s determination of the fair value of the respective assets at the time of acquisition. Determining the fair value of intangible assets is judgmental and involves the use of significant estimates and assumptions of future company operations. The Company bases its fair value estimates and related asset lives on assumptions it believes to be reasonable but that are unpredictable and inherently uncertain. Actual future results may differ from these estimates. Intangible assets estimated to have finite lives are amortized over their estimated economic life under the straight-line method; such method correlates to management’s estimate of the assets’ economic benefit. Based on management’s estimates at origination, these lives range from two to seventeen years. Related amortization expense is presented within Selling, General, and Administrative in the accompanying consolidated statements of net loss and comprehensive loss. As of December 31, 2016, remaining lives of intangible assets range from eight to thirteen years. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. In November 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In February 2016, the FASB issued ASU No. 2016-2, Leases (Topic 842) In March 2016, the FASB issued ASU No. 2016-09, Compensation Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. |
Property, Plant, and Equipment
Property, Plant, and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 2. Property, Plant, and Equipment Property, plant, and equipment at December 31, 2016 and 2015, consist of the following: 2016 2015 Land and land improvements $ 905,190 $ 905,190 Building 9,943,512 9,951,555 Machinery and equipment 4,329,329 4,344,403 Office equipment 1,203,868 1,223,921 Computer equipment and software 2,218,766 2,341,149 18,600,665 18,766,218 Less accumulated depreciation 12,746,363 12,347,091 $ 5,854,302 $ 6,419,127 For the years ended December 31, 2016 and 2015, depreciation expense was $ 728,618 732,968 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | 3. Accounts Payable and Accrued Expenses 2016 2015 Trade payables $ 2,352,692 $ 1,859,716 Distributors' commissions 1,402,370 1,567,883 Sales taxes 234,153 232,996 Payroll and payroll taxes 245,090 277,157 $ 4,234,305 $ 3,937,752 |
Amortizable Intangible Assets
Amortizable Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure [Text Block] | 4. Amortizable Intangible Assets The Company had amortizable intangible assets as follows as of December 31, 2016 and 2015: Accumulated Gross Carrying Amount Amortization 2016 2015 2016 2015 Distributorship and related agreements $ 2,060,000 $ 2,060,000 $ 1,217,689 $ 1,078,394 Lunasin technology license 1,954,661 1,954,661 396,738 280,620 $ 4,014,661 $ 4,014,661 $ 1,614,427 $ 1,359,014 Amortization expense for intangible assets totaled $ 255,413 270,128 Intangible Amortization 2017 $ 226,000 2018 226,000 2019 226,000 2020 226,000 2021 226,000 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 5. Fair Value of Financial Instruments Carrying Fair Description Amount Value Level 1 Level 2 Level 3 December 31, 2016 Long-term debt $ 2,907,437 $ 2,907,437 - $ 2,907,437 - Note receivable 1,630,164 1,812,000 - 1,812,000 Marketable securities 296,000 296,000 $ 296,000 - - December 31, 2015 Long-term debt $ 3,941,080 $ 3,941,080 - $ 3,941,080 Note receivable 1,732,982 1,942,000 - 1,942,000 - Marketable securities 275,000 275,000 $ 275,000 - - Fair value can be measured using valuation techniques such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). Accounting standards utilize a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. Long-term debt Note receivable Marketable securities The carrying value of other financial instruments, including cash, accounts receivable and accounts payable, and accrued liabilities approximate fair value due to their short maturities or variable-rate nature of the respective balances. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-term Debt [Text Block] | 6. Debt 2016 2015 Term loan $ 2,843,301 $ 3,168,261 Notes payable 64,136 283,455 Obligation for acquisition of technology license, net - 489,364 2,907,437 3,941,080 Less current maturities 389,096 781,505 Long-term portion $ 2,518,341 $ 3,159,575 2017 $ 389,096 2018 2,518,341 $ 2,907,437 Term Loan and Revolving Loan Agreements Effective September 30, 2015, the Company entered into a series of lending agreements with a new primary lender which include agreements for a $ 3.25 3.5 The new $ 3.25 27,080 2.78 The new $ 3.5 September 30, 2016 The proceeds from the new $ 3.25 Borrowings under the new lending agreements are secured by all tangible and intangible assets of the Company, a whole life insurance policy on the life of the Company’s Chief Executive Officer, and by a mortgage on the real estate of the Company’s headquarters. The original September 30, 2015 lending agreements include a quarterly covenant requiring the Company to maintain net tangible worth of not less than $9.5 million. 200,000 200,000 400,000 600,000 800,000 200,000 As defined, EBITDA means the Company’s consolidated net income for such period, before interest expense, income tax expense, depreciation and amortization, management fees, and further adjusted to exclude any gain or loss on the sale of assets, other extraordinary gains or losses, and any one-time adjustments approved by the lender. At December 31, 2016, the Company was in compliance with its loan covenant requirements. Obligation for Acquisition of Technology License, net In July 2013, a newly-formed, wholly-owned subsidiary of the Company entered into a Technology License Agreement (TLA) with a privately-held company. The TLA provides the Company the exclusive license for certain intellectual property related to the nutritional ingredient lunasin and other soy-related peptides and proteins. In consideration for the TLA, the Company agreed to pay the licensor a purchase price of $ 2 1.15 150,000 250,000 250,000 250,000 The Company has accounted for the TLA as an asset purchase acquisition consisting of a long-term finite-lived asset to be amortized over the life of the associated intellectual property (approximately seventeen years at origination). Notes Payable A description of the Notes Payable is presented in Note 13 Incentive Compensation Plans. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Shareholders' Equity and Share-based Payments [Text Block] | 7. Stockholders’ Equity On October 4, 2016, the Company effected a 1-for-7 reverse stock split of the Company’s common stock. Each stockholder’s percentage ownership and proportional voting power remained unchanged as a result of the reverse stock split. All applicable share data, per share amounts, and related information in these consolidated financial statements and notes thereto have been adjusted retroactively to give effect to the 1-for-7 reverse stock split. Stock Options Incentive Stock Plans The Company sponsors two incentive stock plans (a “2014 Plan” and a “2009 Plan”) each allowing for a maximum of 142,857 The 2014 Plan and the 2009 Plan provide that options may be issued under the Plans at an option price not less than fair market value of the stock at the time the option is granted. Under these plans, restricted stock of the Company may be granted at no cost to the grantee. The grantees are entitled to dividends and voting rights for their respective shares. Restrictions limit the sale or transfer of these shares during the requisite service period. In addition, the committee may grant or sell unrestricted stock at a purchase price to be determined by the committee. Vesting terms and restrictions, if applicable, under the plans, are set by the committee and will be 10 In March 2015, under the 2014 Plan, the Company issued time-vesting stock option grants totaling 39,210 7.77 4.8 150,200 3.8311 1.68 0 56.3 Also, in March 2015, under the 2014 Plan, the Company issued performance-based stock option grants totaling 91,500 7.77 342,300 3.8311 1.68 0 56.3 Compensation cost for all of the stock option plans was approximately $ 56,280 56,000 57,468 57,000 81,500 81,500 3.0 2016 2015 Weighted Weighted Avg. Avg. Exercise Exercise Options Price Options Price Outstanding beginning of the year 261,700 $ 8.11 197,419 $ 24.37 Granted - 130,710 7.77 Exercised - - Expired and forfeited (24,856) 7.96 (66,429) 55.78 Outstanding at end of year 236,844 $ 8.14 261,700 $ 8.11 Exercisable at end of year 55,066 $ 8.54 30,638 $ 8.64 0 As of December 31, 2016 Options Outstanding Options Exercisable Range of Number Weighted Avg. Weighted Avg. Number Weighted Avg. Weighted Avg. Exercise Prices Outstanding Remaining Life Exercise Price Exercisable Remaining Life Exercise Price $ 7.77 114,282 3.17 $ 7.77 6,856 3.17 $ 7.77 $ 8.19 26,142 1.17 8.19 - - - $8.40 - $9.24 96,420 0.04 8.57 48,210 0.04 8.65 $7.77 - $9.24 236,844 1.68 $ 8.14 55,066 0.43 $ 8.54 Distributor Stock Purchase Plan In July 2009, the Company established a Distributor Stock Purchase Plan (2009 Plan) which replaced a similar plan which had expired. Since inception, a total of 14,396 The plan allows distributors who have reached the “Ambassador” status the opportunity to allocate up to 10 25 Distributor Stock Purchase Plan The Company records expense under the fair value method for warrants granted to distributors. Total expense recorded for these warrants was $ 4,062 5,596 Year ended December 31 2016 2015 Expected warrant life (years) 3.0 3.0 Risk-free weighted average interest rate 1.47 % 1.37 % Stock price volatility 75.9 % 68.2 % Dividend yield 0.0 % 0.0 % 2016 2015 Weighted Weighted Avg. Avg. Exercise Exercise Warrants Price Warrants Price Outstanding beginning of the year 5,484 $ 10.13 4,974 $ 12.47 Granted 2,519 4.64 2,183 4.06 Exercised - - Expired (1,712) 19.67 (1,673) 9.17 Outstanding at end of year 6,291 $ 5.34 5,484 $ 10.13 Exercisable at end of year 6,291 5,484 As of December 31, 2016 Warrants Outstanding and Exercisable Weighted Weighted Range of Avg. Exercise Avg. Remaining Exercise Prices Warrants Price Life $ 4.06 2,183 $ 4.06 2.00 $ 4.64 2,519 4.64 3.00 $ 8.19 1,589 8.19 1.00 $4.06 - $8.19 6,291 $ 5.34 2.15 The intrinsic value for stock warrants outstanding at December 31, 2016 was $ 1,000 |
Loss per Share
Loss per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 8. Loss per Share The following table sets forth the computation of basic and diluted loss per share: Year ended December 31 2016 2015 Numerator: Net loss $ (625,055) $ (1,224,667) Denominator: Denominator for basic loss per share weighted average shares 1,845,000 1,839,000 Dilutive effect of employee stock options and other warrants - - Denominator for diluted loss per share adjusted weighted average shares 1,845,000 1,839,000 Basic loss per share $ (0.34) $ (0.67) Diluted loss per share $ (0.34) $ (0.67) The 2015 loss per common share has been restated for the 2016 reverse stock split; see Note 7. For the years ended December 31, 2016 and 2015, options and warrants totaling 238,433 265,001 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Leases of Lessee Disclosure [Text Block] | 9. Leases The Company leases certain office facilities, storage, and equipment. These leases have varying terms, and certain leases have renewal and/or purchase options. 2017 $ 282,211 2018 133,435 2019 70,124 2020 50,742 2021 - Thereafter - $ 536,512 Rent expense for operating leases was $ 370,554 424,810 |
Note Receivable Due From Distri
Note Receivable Due From Distributor | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Note Receivable Due From Distributor [Text Block] | 10. Note Receivable Due From Distributor In March 2012, the Company purchased a note and mortgage (“Note”) from a real estate investment management firm on certain properties in Wyoming and Idaho for $ 2 2 greater of 6% or prime As originally structured, beginning in 2013, the LMA was to require monthly payment of principal and interest 1,630,164 1,732,982 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 11. Income Taxes Compenents of loss before income taxes: Year ended December 31 2016 2015 United States $ (499,004) $ (103,069) Foreign (117,051) (1,359,598) $ (616,055) $ (1,462,667) Compenents of provision (benefit) for income taxes: Year ended December 31 2016 2015 Current: Federal $ (15,000) $ (389,000) State (10,000) 21,000 Foreign 29,000 38,000 Total current 4,000 (330,000) Deferred: Federal (27,000) 27,000 State (4,000) 5,000 Foreign 36,000 60,000 Total deferred 5,000 92,000 $ 9,000 $ (238,000) 34 Year ended December 31 2016 2015 Income taxes at U.S. statutory rate $ (209,000) $ (497,000) State income taxes, net of federal benefit 11,000 21,000 Higher/(lower) effective taxes on earnings/losses in foreign countries (104,000) 63,000 Foreign corporate income taxes 44,000 43,000 Effect of future tax rate changes to foreign deferred income taxes 21,000 55,000 Nondeductible meals and entertainment expense 15,000 18,000 Qualified domestic production activities income, net - 45,000 Net operating loss carryback claims (19,000) - Valuation allowance, net 292,000 - Other (42,000) 14,000 $ 9,000 $ (238,000) The Company has a deferred tax asset of $ 3,237,000 3,112,000 758,000 3.6 487,000 623,000 2,750,000 During 2016, the Company determined that it was more likely than not that U.S. federal and various state net operating losses primarily generated in 2016 will not be realized based on projections of future U.S. taxable income, estimated reversals of existing taxable timing differences, and other considerations. Accordingly, the 2016 income tax provision includes the impact of recording a full deferred tax asset valuation allowance of approximately $ 292,000 2016 2015 Deferred tax assets: Product refund reserve $ 10,000 $ 12,000 Inventory obsolescence reserve 25,000 20,000 Vacation accrual 6,000 14,000 Stock-based compensation 9,000 11,000 Organization costs 189,000 195,000 Deferred compensation 108,000 107,000 Miscellaneous accrued expenses 10,000 13,000 Domestic net operating loss carryforwards 282,000 - Foreign net operating loss carryforwards 3,237,000 3,112,000 Valuation allowance (3,042,000) (2,489,000) 834,000 995,000 Deferred tax liabilities: Depreciation and amortization 182,000 240,000 Foreign currency exchange 165,000 160,000 347,000 400,000 Net deferred tax assets (liabilities) $ 487,000 $ 595,000 Reported as: Current deferred tax assets $ - $ 66,000 Non-current deferred tax assets 487,000 623,000 Non-current deferred tax liabilities - 94,000 Net deferred tax assets $ 487,000 $ 595,000 Through December 31, 2016, the cumulative amount of unremitted earnings on which the Company has not recognized United States income tax was $ 57,000 The Company applied applicable accounting guidance relating to accounting for uncertainty in income taxes. Reserves for uncertainty in income taxes are adjusted quarterly in light of changing facts and circumstances, such as the progress of tax audits, case law, and emerging legislation. The primary difference between gross unrecognized tax benefits and net unrecognized tax benefits is the U.S. federal tax benefit from state tax deductions. It is the Company’s practice to recognize interest and / or penalties related to income tax matters in income tax expense. At December 31, 2016 and 2015, the Company had $ 43,000 63,000 32,000 2016 2015 Beginning of year $ 46,000 $ 48,000 Settlements and effective settlements with tax authorities - - Lapse of statute of limitations (13,000) (6,000) Decrease to tax positions taken during prior periods (7,000) (7,000) Increase to tax positions taken during current period 6,000 11,000 End of year $ 32,000 $ 46,000 At December 31, 2016 and 2015, the Company had $ 13,000 22,000 The Company, including its domestic and foreign subsidiaries, is subject to U.S. federal income tax as well as income tax of multiple state and foreign jurisdictions. The Company has concluded all U.S. federal income tax matters for years through 2012 and concluded years through 2012 with its primary state jurisdiction. One of the Company’s foreign subsidiaries is presently under local country audit for alleged deficiencies (totaling approximately $ 800,000 20 185,000 158,000 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | 12. Employee Benefit Plans The Company sponsors a 401(k) employee savings plan which covers substantially all employees. Employees can contribute up to 15 10 44,200 49,300 On September 1, 2006, the Company established an employee stock ownership plan ("ESOP") which covers substantially all U.S. employees. Contributions to the ESOP are funded by the Company on a discretionary basis. In 2016 and 2015, the Company did not make any contributions to the ESOP. |
Incentive Compensation Plans
Incentive Compensation Plans | 12 Months Ended |
Dec. 31, 2016 | |
Compensation Related Costs [Abstract] | |
Compensation Related Costs, General [Text Block] | 13. Incentive Compensation Plans In May 2007, the Board of Directors approved the adoption of a new incentive compensation plan. This new plan was effective for fiscal year 2007 and replaced a previous plan. Under the plan, bonuses are payable quarterly in an amount not to exceed 18 500,000 In July 2010, the Company’s Reliv Europe subsidiary entered into a long-term performance-based incentive compensation agreement with the subsidiary’s senior managers. The valuation of the compensation agreement was an EBITDA-based formula derived from the subsidiary’s financial performance and vested in 20 During the second quarter of 2015, the cumulative incentive amount of $ 756,800 100% vested, and concurrently, each of the subsidiary’s senior managers exercised 100% of his/her put option. 424,000 100,000 117,000 216,000 The notes payable were issued by the Company to the managers in April 2015 and range in length from one to two years with quarterly payments of principal and interest beginning three months from issuance. Each of the notes accrue interest at a floating interest rate based on the three-month pound LIBOR plus 3 3.41 64,136 The Company sponsors a Supplemental Executive Retirement Plan (SERP) to allow certain executives to defer a portion of their annual salary and bonus into a grantor trust. A grantor trust was established to hold the assets of the SERP. The Company funds the grantor trust by paying the amount deferred by the participant into the trust at the time of deferral. Investment earnings and losses accrue to the benefit or detriment of the participants. The SERP also provides for a discretionary matching contribution by the Company not to exceed 100 296,000 275,000 299,000 277,000 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | 14. Segment Information Description of Products and Services by Segment 2016 2015 Net sales by product category Nutritional and dietary supplements $ 40,554,312 $ 46,276,222 Skin care products - 267,737 Sales aids and other 1,450,649 1,215,594 Handling & freight income 3,507,875 4,009,304 Total net sales $ 45,512,836 $ 51,768,857 The Company operates in one reportable segment, a network marketing segment consisting of six operating units that sell nutritional and dietary products to a sales force of independent distributors that sell the products directly to customers. These operating units are based on geographic regions. 2016 2015 Net sales to external customers United States $ 35,591,831 $ 40,384,993 Australia/New Zealand 1,079,054 1,279,549 Canada 1,065,147 1,296,543 Mexico 529,871 719,101 Europe (1) 5,490,508 6,192,453 Asia (2) 1,756,425 1,896,218 Total net sales $ 45,512,836 $ 51,768,857 Assets by area United States $ 18,563,523 $ 20,429,025 Australia/New Zealand 568,890 562,961 Canada 375,264 374,863 Mexico 311,102 288,406 Europe (1) 1,694,113 1,879,473 Asia (2) 952,835 726,304 Total consolidated assets $ 22,465,727 $ 24,261,032 (1) Europe consists of United Kingdom, Ireland, France, Germany, Austria, and the Netherlands. (2) Asia consists of Philippines, Malaysia, Singapore, and Indonesia. |
Restructuring Activities
Restructuring Activities | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities Disclosure [Text Block] | 15. Restructuring Activities In May 2016, the Company implemented an employee headcount cost reduction program resulting in the reduction of approximately 9% of the Company’s worldwide employees. The total cost of the program, representing severance and benefits, was approximately $275,000 in 2016, and was included within Selling, General, and Administrative in the accompanying consolidated statements of net loss and comprehensive loss. The aggregate annual salaries of the affected employees was approximately $1,100,000. At December 31, 2016, there was no remaining reserve for severance and benefits under the program. |
Nature of Business and Signif22
Nature of Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Nature Of Operations Policy [Policy Text Block] | Nature of Business Reliv’ International, Inc. (the Company) produces a proprietary line of nutritional supplements addressing basic nutrition, specific wellness needs, weight management, and sports nutrition. These products are sold by subsidiaries of the Company to a sales force of independent distributors of the Company that sell products directly to consumers. The Company and its subsidiaries sell products to distributors throughout the United States and in Australia, Austria, Canada, France, Germany, Indonesia, Ireland, Malaysia, Mexico, the Netherlands, New Zealand, the Philippines, Singapore, and the United Kingdom. |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The consolidated financial statements include the accounts of the Company and its foreign and domestic subsidiaries. All significant intercompany accounts and transactions have been eliminated. On October 4, 2016, the Company effected a 1-for-7 reverse stock split of the Company’s common stock. Each stockholder’s percentage ownership and proportional voting power remained unchanged as a result of the reverse stock split. All applicable share data, per share amounts, and related information in these consolidated financial statements and notes thereto have been adjusted retroactively to give effect to the 1-for-7 reverse stock split. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash Equivalents The Company's policy is to consider the following as cash and cash equivalents: demand deposits and short-term investments with a maturity of three months or less when purchased. |
Inventory, Policy [Policy Text Block] | Inventories Inventories are valued at the lower of cost or market. Product cost includes raw materials, labor, and overhead costs and is accounted for on a first-in, first-out basis. On a periodic basis, the Company reviews its inventory levels, as compared to future demand requirements and the shelf life of the various products. Based on this review, the Company records inventory write-downs when necessary. Sales aids and promotional materials inventories represent distributor kits, product brochures, and other sales and business development materials which are held for sale to distributors. Cost of the sales aids and promotional materials held for sale are capitalized as inventories and subsequently recorded to cost of goods sold upon recognition of revenue when sold to distributors. All other advertising and promotional costs are expensed when incurred. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property, Plant, and Equipment Property, plant, and equipment are stated on the cost basis. Depreciation is computed using the straight-line or an accelerated method 3 5 7 39 |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation and Transaction Gains or Losses All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date. Statements of net income (loss) amounts have been translated using the average exchange rate for the year. The gains and losses resulting from the changes in exchange rates from year to year have been reported in other comprehensive income (loss). The foreign currency translation adjustment is the only component of accumulated other comprehensive loss. If applicable, foreign currency translation adjustments exclude income tax expense (benefit) as certain of the Company’s investments in non-U.S. subsidiaries are deemed to be reinvested for an indefinite period of time. Foreign currency transaction gains (losses) were $ 147,623 (109,491) |
Earnings Per Share, Policy [Policy Text Block] | Basic and Diluted Earnings per Share Basic earnings per common share are computed using the weighted average number of common shares outstanding during the year. Diluted earnings per common share are computed using the weighted average number of common shares and potential dilutive common shares that were outstanding during the period. Potential dilutive common shares consist of outstanding stock options, outstanding stock warrants, and convertible preferred stock. See Note 8 for additional information regarding earnings per share. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation The Company has stock-based incentive plans under which it may grant stock option, restricted stock, and unrestricted stock awards. The Company recognizes stock-based compensation expense based on the grant date fair value of the award and the related vesting terms. Depending upon the characteristics of the option, the fair value of stock-based awards is primarily determined using the Black-Scholes model, which incorporates assumptions and management estimates including the risk-free interest rate, expected volatility, expected option life, and dividend yield. See Note 7 for additional information. The Company accounts for options granted to non-employees and warrants granted to distributors under the fair value approach required by FASB ASC Topic 505-50, “Equity Based Payments to Non-Employees.” |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company receives payment by credit card, personal check, or guaranteed funds for orders from independent distributors and makes related commission payments in the following month. Generally, net sales reflect product sales less the distributor discount of 20 percent to 40 percent of the suggested retail price. Actual and estimated sales returns are classified as a reduction of net sales. The Company estimates and accrues a reserve for product returns based on the Company’s return policy and historical experience. The Company’s return policy allows for distributors to return product only upon termination of his or her distributorship. Allowable returns are limited to saleable product which was purchased within twelve months of the termination for a refund of 100% of the original purchase price less any distributor royalties and commission received relating to the original purchase of the returned products. 0.20 0.24 The Company records handling and freight income as a component of net sales and records handling and freight costs as a component of cost of products sold. Total net sales do not include sales tax as the Company considers itself a pass-through conduit for collecting and remitting applicable sales taxes. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurements FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” defines fair value, establishes a framework for measuring fair value, and requires disclosures about fair value measurements required under other accounting pronouncements. See Note 5 for further discussion. |
Income Tax, Policy [Policy Text Block] | Income Taxes The provision for income taxes is computed using the liability method. The primary differences between financial statement and taxable income result from financial statement accruals and reserves and differences between depreciation and stock options for book and tax purposes. Unrecognized tax benefits are accounted for as required by FASB ASC Topic 740 which prescribes a more likely than not threshold for financial statement presentation and measurement of a tax position taken or expected to be taken in a tax return. See Note 11 for further discussion. |
Advertising Costs, Policy [Policy Text Block] | Advertising Costs of sales aids and promotional materials are capitalized as inventories. All other advertising and promotional costs are expensed when incurred. The Company recorded $ 36,900 18,500 |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Expenses Research and development expenses, which are charged to selling, general, and administrative expenses as incurred, were $ 694,000 765,000 |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Amortizable Intangible Assets The Company records intangible assets based on management’s determination of the fair value of the respective assets at the time of acquisition. Determining the fair value of intangible assets is judgmental and involves the use of significant estimates and assumptions of future company operations. The Company bases its fair value estimates and related asset lives on assumptions it believes to be reasonable but that are unpredictable and inherently uncertain. Actual future results may differ from these estimates. Intangible assets estimated to have finite lives are amortized over their estimated economic life under the straight-line method; such method correlates to management’s estimate of the assets’ economic benefit. Based on management’s estimates at origination, these lives range from two to seventeen years. Related amortization expense is presented within Selling, General, and Administrative in the accompanying consolidated statements of net loss and comprehensive loss. As of December 31, 2016, remaining lives of intangible assets range from eight to thirteen years. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. |
New Accounting Pronouncements, Policy [Policy Text Block] | In November 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In February 2016, the FASB issued ASU No. 2016-2, Leases (Topic 842) In March 2016, the FASB issued ASU No. 2016-09, Compensation Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property, plant, and equipment at December 31, 2016 and 2015, consist of the following: 2016 2015 Land and land improvements $ 905,190 $ 905,190 Building 9,943,512 9,951,555 Machinery and equipment 4,329,329 4,344,403 Office equipment 1,203,868 1,223,921 Computer equipment and software 2,218,766 2,341,149 18,600,665 18,766,218 Less accumulated depreciation 12,746,363 12,347,091 $ 5,854,302 $ 6,419,127 |
Accounts Payable and Accrued 24
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accounts payable and accrued expenses at December 31, 2016 and 2015, consist of the following: 2016 2015 Trade payables $ 2,352,692 $ 1,859,716 Distributors' commissions 1,402,370 1,567,883 Sales taxes 234,153 232,996 Payroll and payroll taxes 245,090 277,157 $ 4,234,305 $ 3,937,752 |
Amortizable Intangible Assets (
Amortizable Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | The Company had amortizable intangible assets as follows as of December 31, 2016 and 2015: Accumulated Gross Carrying Amount Amortization 2016 2015 2016 2015 Distributorship and related agreements $ 2,060,000 $ 2,060,000 $ 1,217,689 $ 1,078,394 Lunasin technology license 1,954,661 1,954,661 396,738 280,620 $ 4,014,661 $ 4,014,661 $ 1,614,427 $ 1,359,014 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Amortization expense for amortizable intangible assets over the next five years is estimated to be: Intangible Amortization 2017 $ 226,000 2018 226,000 2019 226,000 2020 226,000 2021 226,000 |
Fair Value of Financial Instr26
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value, by Balance Sheet Grouping [Table Text Block] | The carrying amount and fair value of financial instruments at December 31, 2016 and 2015 were approximately as follows: Carrying Fair Description Amount Value Level 1 Level 2 Level 3 December 31, 2016 Long-term debt $ 2,907,437 $ 2,907,437 - $ 2,907,437 - Note receivable 1,630,164 1,812,000 - 1,812,000 Marketable securities 296,000 296,000 $ 296,000 - - December 31, 2015 Long-term debt $ 3,941,080 $ 3,941,080 - $ 3,941,080 Note receivable 1,732,982 1,942,000 - 1,942,000 - Marketable securities 275,000 275,000 $ 275,000 - - |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments [Table Text Block] | Debt at December 31, 2016 and 2015 consists of the following: 2016 2015 Term loan $ 2,843,301 $ 3,168,261 Notes payable 64,136 283,455 Obligation for acquisition of technology license, net - 489,364 2,907,437 3,941,080 Less current maturities 389,096 781,505 Long-term portion $ 2,518,341 $ 3,159,575 |
Schedule of Maturities of Long-term Debt [Table Text Block] | Principal maturities of debt at December 31, 2016, are as follows: 2017 $ 389,096 2018 2,518,341 $ 2,907,437 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | 2016 2015 Weighted Weighted Avg. Avg. Exercise Exercise Options Price Options Price Outstanding beginning of the year 261,700 $ 8.11 197,419 $ 24.37 Granted - 130,710 7.77 Exercised - - Expired and forfeited (24,856) 7.96 (66,429) 55.78 Outstanding at end of year 236,844 $ 8.14 261,700 $ 8.11 Exercisable at end of year 55,066 $ 8.54 30,638 $ 8.64 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | The aggregate intrinsic value of stock options outstanding and currently exercisable at December 31, 2016 was $- 0 As of December 31, 2016 Options Outstanding Options Exercisable Range of Number Weighted Avg. Weighted Avg. Number Weighted Avg. Weighted Avg. Exercise Prices Outstanding Remaining Life Exercise Price Exercisable Remaining Life Exercise Price $ 7.77 114,282 3.17 $ 7.77 6,856 3.17 $ 7.77 $ 8.19 26,142 1.17 8.19 - - - $8.40 - $9.24 96,420 0.04 8.57 48,210 0.04 8.65 $7.77 - $9.24 236,844 1.68 $ 8.14 55,066 0.43 $ 8.54 |
Warrant [Member] | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule Of Share Based Compensation Warrants Activity [Table Text Block] | A summary of the Company’s warrant activity and related information for the years ended December 31 follows: 2016 2015 Weighted Weighted Avg. Avg. Exercise Exercise Warrants Price Warrants Price Outstanding beginning of the year 5,484 $ 10.13 4,974 $ 12.47 Granted 2,519 4.64 2,183 4.06 Exercised - - Expired (1,712) 19.67 (1,673) 9.17 Outstanding at end of year 6,291 $ 5.34 5,484 $ 10.13 Exercisable at end of year 6,291 5,484 |
Schedule Of Share Based Payment Award Warrants Valuation Assumptions [Table Text Block] | Year ended December 31 2016 2015 Expected warrant life (years) 3.0 3.0 Risk-free weighted average interest rate 1.47 % 1.37 % Stock price volatility 75.9 % 68.2 % Dividend yield 0.0 % 0.0 % |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | As of December 31, 2016 Warrants Outstanding and Exercisable Weighted Weighted Range of Avg. Exercise Avg. Remaining Exercise Prices Warrants Price Life $ 4.06 2,183 $ 4.06 2.00 $ 4.64 2,519 4.64 3.00 $ 8.19 1,589 8.19 1.00 $4.06 - $8.19 6,291 $ 5.34 2.15 |
Loss per Share (Tables)
Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table sets forth the computation of basic and diluted loss per share: Year ended December 31 2016 2015 Numerator: Net loss $ (625,055) $ (1,224,667) Denominator: Denominator for basic loss per share weighted average shares 1,845,000 1,839,000 Dilutive effect of employee stock options and other warrants - - Denominator for diluted loss per share adjusted weighted average shares 1,845,000 1,839,000 Basic loss per share $ (0.34) $ (0.67) Diluted loss per share $ (0.34) $ (0.67) |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Future minimum payments under non-cancelable leases with initial or remaining terms in excess of one year consist of the following at December 31, 2016: 2017 $ 282,211 2018 133,435 2019 70,124 2020 50,742 2021 - Thereafter - $ 536,512 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | Compenents of loss before income taxes: Year ended December 31 2016 2015 United States $ (499,004) $ (103,069) Foreign (117,051) (1,359,598) $ (616,055) $ (1,462,667) |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Compenents of provision (benefit) for income taxes: Year ended December 31 2016 2015 Current: Federal $ (15,000) $ (389,000) State (10,000) 21,000 Foreign 29,000 38,000 Total current 4,000 (330,000) Deferred: Federal (27,000) 27,000 State (4,000) 5,000 Foreign 36,000 60,000 Total deferred 5,000 92,000 $ 9,000 $ (238,000) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | 34 Year ended December 31 2016 2015 Income taxes at U.S. statutory rate $ (209,000) $ (497,000) State income taxes, net of federal benefit 11,000 21,000 Higher/(lower) effective taxes on earnings/losses in foreign countries (104,000) 63,000 Foreign corporate income taxes 44,000 43,000 Effect of future tax rate changes to foreign deferred income taxes 21,000 55,000 Nondeductible meals and entertainment expense 15,000 18,000 Qualified domestic production activities income, net - 45,000 Net operating loss carryback claims (19,000) - Valuation allowance, net 292,000 - Other (42,000) 14,000 $ 9,000 $ (238,000) |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The components of the deferred tax assets and liabilities, and the related tax effects of each temporary difference at December 31, 2016 and 2015, are as follows: 2016 2015 Deferred tax assets: Product refund reserve $ 10,000 $ 12,000 Inventory obsolescence reserve 25,000 20,000 Vacation accrual 6,000 14,000 Stock-based compensation 9,000 11,000 Organization costs 189,000 195,000 Deferred compensation 108,000 107,000 Miscellaneous accrued expenses 10,000 13,000 Domestic net operating loss carryforwards 282,000 - Foreign net operating loss carryforwards 3,237,000 3,112,000 Valuation allowance (3,042,000) (2,489,000) 834,000 995,000 Deferred tax liabilities: Depreciation and amortization 182,000 240,000 Foreign currency exchange 165,000 160,000 347,000 400,000 Net deferred tax assets (liabilities) $ 487,000 $ 595,000 Reported as: Current deferred tax assets $ - $ 66,000 Non-current deferred tax assets 487,000 623,000 Non-current deferred tax liabilities - 94,000 Net deferred tax assets $ 487,000 $ 595,000 |
Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] | The aggregate changes in the balance of gross unrecognized tax benefits were as follows: 2016 2015 Beginning of year $ 46,000 $ 48,000 Settlements and effective settlements with tax authorities - - Lapse of statute of limitations (13,000) (6,000) Decrease to tax positions taken during prior periods (7,000) (7,000) Increase to tax positions taken during current period 6,000 11,000 End of year $ 32,000 $ 46,000 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule Of Segment Reporting Information By Product [Table Text Block] | 2016 2015 Net sales by product category Nutritional and dietary supplements $ 40,554,312 $ 46,276,222 Skin care products - 267,737 Sales aids and other 1,450,649 1,215,594 Handling & freight income 3,507,875 4,009,304 Total net sales $ 45,512,836 $ 51,768,857 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block] | Geographic area data for the years ended December 31, 2016 and 2015 follow: 2016 2015 Net sales to external customers United States $ 35,591,831 $ 40,384,993 Australia/New Zealand 1,079,054 1,279,549 Canada 1,065,147 1,296,543 Mexico 529,871 719,101 Europe (1) 5,490,508 6,192,453 Asia (2) 1,756,425 1,896,218 Total net sales $ 45,512,836 $ 51,768,857 Assets by area United States $ 18,563,523 $ 20,429,025 Australia/New Zealand 568,890 562,961 Canada 375,264 374,863 Mexico 311,102 288,406 Europe (1) 1,694,113 1,879,473 Asia (2) 952,835 726,304 Total consolidated assets $ 22,465,727 $ 24,261,032 (1) Europe consists of United Kingdom, Ireland, France, Germany, Austria, and the Netherlands. (2) Asia consists of Philippines, Malaysia, Singapore, and Indonesia. |
Nature of Business and Signif33
Nature of Business and Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Line Items] | ||
Property, Plant and Equipment, Depreciation Methods | the straight-line or an accelerated method | |
Foreign currency transaction (gain)/loss | $ (147,623) | $ 109,491 |
Revenue Recognition Determination Of Selling Price Method | Generally, net sales reflect product sales less the distributor discount of 20 percent to 40 percent of the suggested retail price. | |
Revenue Recognition Description Of Sales Returns | Allowable returns are limited to saleable product which was purchased within twelve months of the termination for a refund of 100% of the original purchase price less any distributor royalties and commission received relating to the original purchase of the returned products. | |
Sales Returns Goods Percentage | 0.20% | 0.24% |
Advertising Expense | $ 36,900 | $ 18,500 |
Research and Development Expense | $ 694,000 | $ 765,000 |
Computer Equipment And Software [Member] | Minimum [Member] | ||
Accounting Policies [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Computer Equipment And Software [Member] | Maximum [Member] | ||
Accounting Policies [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Office Equipment And Machinery [Member] | ||
Accounting Policies [Line Items] | ||
Property, Plant and Equipment, Useful Life | 7 years | |
Real Property [Member] | ||
Accounting Policies [Line Items] | ||
Property, Plant and Equipment, Useful Life | 39 years |
Property, Plant, and Equipmen34
Property, Plant, and Equipment (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Land and land improvements | $ 905,190 | $ 905,190 |
Building | 9,943,512 | 9,951,555 |
Machinery and equipment | 4,329,329 | 4,344,403 |
Office equipment | 1,203,868 | 1,223,921 |
Computer equipment and software | 2,218,766 | 2,341,149 |
Property, plant, and equipment, Gross | 18,600,665 | 18,766,218 |
Less accumulated depreciation | 12,746,363 | 12,347,091 |
Property, plant, and equipment, net | $ 5,854,302 | $ 6,419,127 |
Property, Plant, and Equipmen35
Property, Plant, and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 728,618 | $ 732,968 |
Accounts Payable and Accrued 36
Accounts Payable and Accrued Expenses (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts Payable and Accrued Liabilities [Line Items] | ||
Trade payables | $ 2,352,692 | $ 1,859,716 |
Distributors' commissions | 1,402,370 | 1,567,883 |
Sales taxes | 234,153 | 232,996 |
Payroll and payroll taxes | 245,090 | 277,157 |
Accounts Payable and Accrued Expenses | $ 4,234,305 | $ 3,937,752 |
Amortizable Intangible Assets37
Amortizable Intangible Assets (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Amortizable Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 4,014,661 | $ 4,014,661 |
Accumulated Amortization | 1,614,427 | 1,359,014 |
Distributorship and related agreements [Member] | ||
Amortizable Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,060,000 | 2,060,000 |
Accumulated Amortization | 1,217,689 | 1,078,394 |
Lunasin technology license [Member] | ||
Amortizable Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,954,661 | 1,954,661 |
Accumulated Amortization | $ 396,738 | $ 280,620 |
Amortizable Intangible Assets38
Amortizable Intangible Assets (Detail 1) | Dec. 31, 2016USD ($) |
Finite-lived Intangible Assets Amortization Expense [Line Items] | |
2,017 | $ 226,000 |
2,018 | 226,000 |
2,019 | 226,000 |
2,020 | 226,000 |
2,021 | $ 226,000 |
Amortizable Intangible Assets39
Amortizable Intangible Assets (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule Of Amortizable Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | $ 255,413 | $ 270,128 |
Fair Value of Financial Instr40
Fair Value of Financial Instruments (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value of Financial Instruments [Line Items] | ||
Long-term debt, Carrying Amount | $ 2,907,437 | $ 3,941,080 |
Note receivable, Carrying Amount | 1,630,164 | 1,732,982 |
Marketable securities, Carrying Amount | 296,000 | 275,000 |
Long-term debt, Fair Value | 2,907,437 | 3,941,080 |
Note receivable, Fair Value | 1,812,000 | 1,942,000 |
Marketable securities, Fair Value | 296,000 | 275,000 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value of Financial Instruments [Line Items] | ||
Long-term debt, Fair Value | 0 | 0 |
Note receivable, Fair Value | 0 | 0 |
Marketable securities, Fair Value | 296,000 | 275,000 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value of Financial Instruments [Line Items] | ||
Long-term debt, Fair Value | 2,907,437 | 3,941,080 |
Note receivable, Fair Value | 1,812,000 | 1,942,000 |
Marketable securities, Fair Value | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value of Financial Instruments [Line Items] | ||
Long-term debt, Fair Value | 0 | |
Note receivable, Fair Value | 0 | |
Marketable securities, Fair Value | $ 0 | $ 0 |
Debt (Details)
Debt (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Carrying Value Of Debt [Line Items] | ||
Term loan | $ 2,843,301 | $ 3,168,261 |
Notes payable | 64,136 | 283,455 |
Obligation for acquisition of technology license, net | 0 | 489,364 |
Long-term Debt | 2,907,437 | 3,941,080 |
Less current maturities | 389,096 | 781,505 |
Long-term portion | $ 2,518,341 | $ 3,159,575 |
Debt (Details 1)
Debt (Details 1) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Long-term Debt, Rolling Maturity [Line Items] | ||
2,017 | $ 389,096 | |
2,018 | 2,518,341 | |
Long-term Debt | $ 2,907,437 | $ 3,941,080 |
Debt (Details Textual)
Debt (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2015 | Jul. 31, 2013 | Jul. 31, 2009 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Carrying Value Of Debt [Line Items] | ||||||
Secured Debt | $ 2,843,301 | $ 3,168,261 | ||||
December 31 2016 [Member] | ||||||
Carrying Value Of Debt [Line Items] | ||||||
Debt Instrument Restrictive Covenants Expected Minimum Earnings Before Interest Expense Income Tax Expense Depreciation And Amortization | 200,000 | |||||
March 31 2017 [Member] | ||||||
Carrying Value Of Debt [Line Items] | ||||||
Debt Instrument Restrictive Covenants Expected Minimum Earnings Before Interest Expense Income Tax Expense Depreciation And Amortization | 200,000 | |||||
June 30 2017 [Member] | ||||||
Carrying Value Of Debt [Line Items] | ||||||
Debt Instrument Restrictive Covenants Expected Minimum Earnings Before Interest Expense Income Tax Expense Depreciation And Amortization | 400,000 | |||||
September 30 2017 [Member] | ||||||
Carrying Value Of Debt [Line Items] | ||||||
Debt Instrument Restrictive Covenants Expected Minimum Earnings Before Interest Expense Income Tax Expense Depreciation And Amortization | 600,000 | |||||
December 31 2017 [Member] | ||||||
Carrying Value Of Debt [Line Items] | ||||||
Debt Instrument Restrictive Covenants Expected Minimum Earnings Before Interest Expense Income Tax Expense Depreciation And Amortization | 800,000 | |||||
March 31 2018 [Member] | ||||||
Carrying Value Of Debt [Line Items] | ||||||
Debt Instrument Restrictive Covenants Expected Minimum Earnings Before Interest Expense Income Tax Expense Depreciation And Amortization | 200,000 | |||||
Technology License [Member] | ||||||
Carrying Value Of Debt [Line Items] | ||||||
Payments to Acquire Intangible Assets | $ 1,150,000 | |||||
Technology License Agreement Periodic Payment Range Minimum Amount | 150,000 | |||||
Technology License Agreement Periodic Payment Range Maximum Amount | 250,000 | |||||
Finite-lived Intangible Assets Acquired | $ 2,000,000 | |||||
Final Payment Made For License | $ 250,000 | |||||
Technology License [Member] | Intellectual Property [Member] | ||||||
Carrying Value Of Debt [Line Items] | ||||||
Payments to Acquire Intangible Assets | $ 250,000 | |||||
Finite-Lived Intangible Asset, Useful Life | 17 years | |||||
Revolving Credit Facility [Member] | ||||||
Carrying Value Of Debt [Line Items] | ||||||
Debt Instrument, Maturity Date | Apr. 30, 2018 | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 3,500,000 | $ 3,500,000 | ||||
Line of Credit Facility, Interest Rate Description | a floating interest rate based on the 30-day LIBOR plus 2.25% | |||||
Term Loan [Member] | ||||||
Carrying Value Of Debt [Line Items] | ||||||
Proceeds from Issuance of Secured Debt | 3,250,000 | |||||
Secured Debt | $ 3,250,000 | $ 3,250,000 | ||||
Secured Debt [Member] | ||||||
Carrying Value Of Debt [Line Items] | ||||||
Debt Instrument, Description Of Variable Rate Basis | The term loans interest is based on the 30-day LIBOR plus 2.25% | |||||
Debt Instrument, Frequency Of Periodic Payment | monthly | |||||
Debt Instrument, Periodic Payment, Principal | $ 27,080 | |||||
Debt Instrument, Term | 3 years | |||||
Debt Instrument, Restrictive Covenants | The original September 30, 2015 lending agreements include a quarterly covenant requiring the Company to maintain net tangible worth of not less than $9.5 million. | |||||
Debt Instrument, Interest Rate, Stated Percentage | 2.78% | |||||
Debt Instrument, Amortization Period | 10 years |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Employee Stock Option [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding beginning of the year | 261,700 | 197,419 |
Options Granted | 0 | 130,710 |
Options Exercised | 0 | 0 |
Options Expired and forfeited | (24,856) | (66,429) |
Outstanding at end of year | 236,844 | 261,700 |
Exercisable at end of year | 55,066 | 30,638 |
Weighted Avg. Exercise Price Outstanding beginning of the year (in dollars per share) | $ 8.11 | $ 24.37 |
Weighted Avg. Exercise Price Granted (in dollars per share) | 7.77 | |
Weighted Avg. Exercise Price Expired and forfeited (in dollars per share) | 7.96 | 55.78 |
Weighted Avg. Exercise Price Outstanding at end of year (in dollars per share) | 8.14 | 8.11 |
Weighted Avg. Exercise Price Exercisable at end of year (in dollars per share) | $ 8.54 | $ 8.64 |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - Employee Stock Option [Member] | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices (in dollars per share) | $ 8.14 |
Range of Exercise Prices, Lower Range Limit (in dollars per share) | 7.77 |
Range of Exercise Prices, Upper Range Limit (in dollars per share) | $ 9.24 |
Number Options Outstanding | shares | 236,844 |
Options Outstanding, Weighted Avg. Remaining Life (in years) | 1 year 8 months 5 days |
Options Outstanding, Weighted Avg. Exercise Price (in dollars per share) | $ 8.14 |
Number Options Exercisable | shares | 55,066 |
Options Exercisable, Weighted Avg. Remaining Life (in years) | 5 months 5 days |
Options Exercisable, Weighted Avg. Exercise Price (in dollars per share) | $ 8.54 |
Exercise Price Range One [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices (in dollars per share) | $ 7.77 |
Number Options Outstanding | shares | 114,282 |
Options Outstanding, Weighted Avg. Remaining Life (in years) | 3 years 2 months 1 day |
Options Outstanding, Weighted Avg. Exercise Price (in dollars per share) | $ 7.77 |
Number Options Exercisable | shares | 6,856 |
Options Exercisable, Weighted Avg. Remaining Life (in years) | 3 years 2 months 1 day |
Options Exercisable, Weighted Avg. Exercise Price (in dollars per share) | $ 7.77 |
Exercise Price Range Two [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices (in dollars per share) | $ 8.19 |
Number Options Outstanding | shares | 26,142 |
Options Outstanding, Weighted Avg. Remaining Life (in years) | 1 year 2 months 1 day |
Options Outstanding, Weighted Avg. Exercise Price (in dollars per share) | $ 8.19 |
Number Options Exercisable | shares | 0 |
Options Exercisable, Weighted Avg. Remaining Life (in years) | 0 years |
Options Exercisable, Weighted Avg. Exercise Price (in dollars per share) | $ 0 |
Exercise Price Range Three [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices (in dollars per share) | 8.57 |
Range of Exercise Prices, Lower Range Limit (in dollars per share) | 8.40 |
Range of Exercise Prices, Upper Range Limit (in dollars per share) | $ 9.24 |
Number Options Outstanding | shares | 96,420 |
Options Outstanding, Weighted Avg. Remaining Life (in years) | 14 days |
Options Outstanding, Weighted Avg. Exercise Price (in dollars per share) | $ 8.57 |
Number Options Exercisable | shares | 48,210 |
Options Exercisable, Weighted Avg. Remaining Life (in years) | 14 days |
Options Exercisable, Weighted Avg. Exercise Price (in dollars per share) | $ 8.65 |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - Warrant [Member] | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected warrant life (years) | 3 years | 3 years |
Risk-free weighted average interest rate | 1.47% | 1.37% |
Stock price volatility | 75.90% | 68.20% |
Dividend yield | 0.00% | 0.00% |
Stockholders' Equity (Details 3
Stockholders' Equity (Details 3) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding beginning of the year | 5,484 | 4,974 |
Warrants Granted | 2,519 | 2,183 |
Warrants Exercised | 0 | 0 |
Warrants Expired | (1,712) | (1,673) |
Outstanding at end of year | 6,291 | 5,484 |
Exercisable at end of year | 6,291 | 5,484 |
Weighted Avg. Exercise Price Outstanding beginning of the year (in dollars per share) | $ 10.13 | $ 12.47 |
Weighted Avg. Exercise Price Granted (in dollars per share) | 4.64 | 4.06 |
Weighted Avg. Exercise Price Expired (in dollars per share) | 19.67 | 9.17 |
Weighted Avg. Exercise Price Outstanding at end of year (in dollars per share) | $ 5.34 | $ 10.13 |
Stockholders' Equity (Details 4
Stockholders' Equity (Details 4) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number Warrants Outstanding and Exercisable | shares | 6,291 |
Warrants Outstanding and Exercisable, Weighted Avg. Exercise Price (in dollars per share) | $ 5.34 |
Warrants Outstanding and Exercisable, Weighted Avg. Remaining Life | 2 years 1 month 24 days |
Range of Exercise Prices (in dollars per share) | $ 5.34 |
Range of Exercise Prices, Lower Range Limit (in dollars per share) | 4.06 |
Range of Exercise Prices, Upper Range Limit (in dollars per share) | $ 8.19 |
Exercise Price Range One [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number Warrants Outstanding and Exercisable | shares | 2,183 |
Warrants Outstanding and Exercisable, Weighted Avg. Exercise Price (in dollars per share) | $ 4.06 |
Warrants Outstanding and Exercisable, Weighted Avg. Remaining Life | 2 years |
Range of Exercise Prices (in dollars per share) | $ 4.06 |
Exercise Price Range Two [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number Warrants Outstanding and Exercisable | shares | 2,519 |
Warrants Outstanding and Exercisable, Weighted Avg. Exercise Price (in dollars per share) | $ 4.64 |
Warrants Outstanding and Exercisable, Weighted Avg. Remaining Life | 3 years |
Range of Exercise Prices (in dollars per share) | $ 4.64 |
Exercise Price Range Three [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number Warrants Outstanding and Exercisable | shares | 1,589 |
Warrants Outstanding and Exercisable, Weighted Avg. Exercise Price (in dollars per share) | $ 8.19 |
Warrants Outstanding and Exercisable, Weighted Avg. Remaining Life | 1 year |
Range of Exercise Prices (in dollars per share) | $ 8.19 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Jul. 31, 2009 | Dec. 31, 2016 | Dec. 31, 2015 | |
Warrant [Member] | ||||
Class of Stock [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,519 | 2,183 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 4.64 | $ 4.06 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.47% | 1.37% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 75.90% | 68.20% | ||
Employee Stock Option [Member] | ||||
Class of Stock [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | 130,710 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 7.77 | |||
Incentive Stock Plan 2009 [Member] | Employee Stock Option [Member] | ||||
Class of Stock [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 10 years | |||
Distributor Stock Purchase Plan 2009 [Member] | ||||
Class of Stock [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 14,396 | |||
Percentage Of Monthly Compensation To Purchase Common Stock | 10.00% | |||
Warrant Issued Percentage | 25.00% | |||
Allocated Share-based Compensation Expense | $ 4,062 | $ 5,596 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | 0 | |||
Distributor Stock Purchase Plan 2009 [Member] | Warrant [Member] | ||||
Class of Stock [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | $ 1,000 | |||
Incentive Stock Plan 2014 And 2009 [Member] | Employee Stock Option [Member] | ||||
Class of Stock [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 142,857 | |||
Stock Option Plans [Member] | ||||
Class of Stock [Line Items] | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 81,500 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options, Net of Tax | 81,500 | |||
Allocated Share-based Compensation Expense | 56,280 | 57,468 | ||
Allocated Share-based Compensation Expense, Net of Tax | $ 56,000 | $ 57,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 3 years | |||
Incentive Plan 2014 [Member] | ||||
Class of Stock [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years 9 months 18 days | |||
Incentive Plan 2014 [Member] | Performance Based Stock Options [Member] | ||||
Class of Stock [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 91,500 | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 7.77 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 342,300 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.68% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 3.8311 | |||
Fair Value Assumptions, Weighted Average Volatility Rate | 56.30% | |||
Incentive Plan 2014 [Member] | Employee Stock Option [Member] | ||||
Class of Stock [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 39,210 | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 7.77 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 150,200 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.68% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 56.30% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 3.8311 |
Loss per Share (Details)
Loss per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Numerator: | ||
Net loss | $ (625,055) | $ (1,224,667) |
Denominator: | ||
Denominator for basic loss per share - weighted average shares | 1,845,000 | 1,839,000 |
Dilutive effect of employee stock options and other warrants | 0 | 0 |
Denominator for diluted loss per share - adjusted weighted average shares | 1,845,000 | 1,839,000 |
Basic loss per share | $ (0.34) | $ (0.67) |
Diluted loss per share | $ (0.34) | $ (0.67) |
Loss per Share (Details Textual
Loss per Share (Details Textual) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 238,433 | 265,001 |
Leases (Details)
Leases (Details) | Dec. 31, 2016USD ($) |
Operating Leased Assets [Line Items] | |
2,017 | $ 282,211 |
2,018 | 133,435 |
2,019 | 70,124 |
2,020 | 50,742 |
2,021 | 0 |
Thereafter | 0 |
Operating Leases, Future Minimum Payments Due | $ 536,512 |
Leases (Details Textual)
Leases (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Leased Assets [Line Items] | ||
Operating Leases, Rent Expense | $ 370,554 | $ 424,810 |
Note Receivable Due From Dist54
Note Receivable Due From Distributor (Details Textual) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2012 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Financing Receivable, Net, Total | $ 1,630,164 | $ 1,732,982 | ||
Loan Modification Agreement [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Due from Related Parties | $ 2,000,000 | |||
Loans Receivable, Description of Variable Rate Basis | greater of 6% or prime | monthly payment of principal and interest | ||
Financing Receivable, Net, Total | $ 1,630,164 | $ 1,732,982 | ||
Real Estate Investment [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Due from Related Parties | $ 2,000,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Before Income Tax, Domestic and Foreign [Line Items] | ||
United States | $ (499,004) | $ (103,069) |
Foreign | (117,051) | (1,359,598) |
Income before income (loss) taxes | $ (616,055) | $ (1,462,667) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | |||
Federal | $ (15,000) | $ (389,000) | |
State | (10,000) | 21,000 | |
Foreign | 29,000 | 38,000 | |
Total current | 4,000 | (330,000) | |
Deferred: | |||
Federal | (27,000) | 27,000 | |
State | (4,000) | 5,000 | |
Foreign | 36,000 | 60,000 | |
Total deferred | 5,000 | 92,000 | |
Income Tax Expense (Benefit), Total | $ 9,000 | $ (238,000) | $ (758,000) |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Provision Benefit For Income Taxes [Line Items] | |||
Income taxes at U.S. statutory rate | $ (209,000) | $ (497,000) | |
State income taxes, net of federal benefit | 11,000 | 21,000 | |
Higher/(lower) effective taxes on earnings/losses in foreign countries | (104,000) | 63,000 | |
Foreign corporate income taxes | 44,000 | 43,000 | |
Effect of future tax rate changes to foreign deferred income taxes | 21,000 | 55,000 | |
Nondeductible meals and entertainment expense | 15,000 | 18,000 | |
Qualified domestic production activities income, net | 0 | 45,000 | |
Net operating loss carryback claims | (19,000) | 0 | |
Valuation allowance, net | 292,000 | 0 | |
Other | (42,000) | 14,000 | |
Income Tax Expense (Benefit), Total | $ 9,000 | $ (238,000) | $ (758,000) |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Product refund reserve | $ 10,000 | $ 12,000 |
Inventory obsolescence reserve | 25,000 | 20,000 |
Vacation accrual | 6,000 | 14,000 |
Stock-based compensation | 9,000 | 11,000 |
Organization costs | 189,000 | 195,000 |
Deferred compensation | 108,000 | 107,000 |
Miscellaneous accrued expenses | 10,000 | 13,000 |
Domestic net operating loss carryforwards | 282,000 | 0 |
Foreign net operating loss carryforwards | 3,237,000 | 3,112,000 |
Valuation allowance | (3,042,000) | (2,489,000) |
Deferred Tax Assets, Net of Valuation Allowance | 834,000 | 995,000 |
Deferred tax liabilities: | ||
Depreciation and amortization | 182,000 | 240,000 |
Foreign currency exchange | 165,000 | 160,000 |
Deferred Tax Liabilities, Gross | 347,000 | 400,000 |
Net deferred tax assets (liabilities) | 487,000 | 595,000 |
Reported as: | ||
Current deferred tax assets | 0 | 66,000 |
Non-current deferred tax assets | 487,000 | 623,000 |
Non-current deferred tax liabilities | 0 | 94,000 |
Net deferred tax assets | $ 487,000 | $ 595,000 |
Income Taxes (Details 4)
Income Taxes (Details 4) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Uncertainties [Line Items] | ||
Beginning of year | $ 46,000 | $ 48,000 |
Settlements and effective settlements with tax authorities | 0 | 0 |
Lapse of statute of limitations | (13,000) | (6,000) |
Decrease to tax positions taken during prior periods | (7,000) | (7,000) |
Increase to tax positions taken during current period | 6,000 | 11,000 |
End of year | $ 32,000 | $ 46,000 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | 36 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2010 | Dec. 31, 2006 | |
Income Taxes [Line Items] | |||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | ||||
Deferred Tax Assets, Operating Loss Carryforwards, Foreign | $ 3,237,000 | $ 3,112,000 | |||
Unrecognized Tax Benefits | 32,000 | 46,000 | $ 48,000 | ||
Vat And Withholding Taxes | $ 800,000 | ||||
Interest Penalty Percentage | 20.00% | ||||
Selling, General and Administrative Expense | $ 185,000 | ||||
Management Estimated Reserve For Tax | 158,000 | ||||
Undistributed Earnings of Foreign Subsidiaries | 57,000 | ||||
Valuation Allowance, Deferred Tax Asset, Amount | 3,600,000 | ||||
Income Tax Expense (Benefit) | (9,000) | 238,000 | $ 758,000 | ||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | 13,000 | 22,000 | |||
Valuation Allowance Deferred Tax Assets For Net Operating Losses Domestic | 292,000 | ||||
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 32,000 | ||||
Foreign Tax Authority [Member] | |||||
Income Taxes [Line Items] | |||||
Operating Loss Carryforwards, Valuation Allowance | 2,750,000 | ||||
Europe [Member] | |||||
Income Taxes [Line Items] | |||||
Deferred Tax Assets, Operating Loss Carryforwards, Foreign | $ 487,000 | $ 623,000 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Defined Contribution Plan Disclosure [Line Items] | ||
Defined Contribution Plan Contributions By Plan Participants Percentage | 15.00% | |
Employer Matching Contribution Percentage | 10.00% | 10.00% |
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 44,200 | $ 49,300 |
Incentive Compensation Plans (D
Incentive Compensation Plans (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Apr. 30, 2011 | Jun. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Incentive Compensation Plans [Line Items] | ||||
Employee-related Liabilities, Current | $ 245,090 | $ 277,157 | ||
Notes Payable, Total | $ 64,136 | 283,455 | ||
Supplemental Employer Retirement Plan, Defined Contribution [Member] | ||||
Incentive Compensation Plans [Line Items] | ||||
Supplemental Executive Retirement Plan Employer Matching Contribution Percent | 100.00% | |||
Asset Retirement Obligation, Legally Restricted Assets, Fair Value | $ 296,000 | 275,000 | ||
Deferred Compensation Liability, Classified, Noncurrent | $ 299,000 | $ 277,000 | ||
Incentive Compensation Plan [Member] | ||||
Incentive Compensation Plans [Line Items] | ||||
Maximum Percentage Of Bonus Under Incentive Compensation Plan | 18.00% | |||
Minimum Quarterly Income From Operations | $ 500,000 | |||
Performance Based Incentive Compensation Vest Based On Annual Increment Percentage | 20.00% | |||
Employee-related Liabilities, Current | $ 756,800 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | 100% vested, and concurrently, each of the subsidiarys senior managers exercised 100% of his/her put option. | |||
Deferred Compensation Arrangement With Individual Shares To Be Issued | 100,000 | |||
Deferred Compensation Arrangement With Individual Fair Value Of Shares To Be Issued | $ 117,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 3.41% | |||
Deferred Compensation Arrangement With Individual Distributions Payments | 216,000 | |||
Incentive Compensation Plan [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Incentive Compensation Plans [Line Items] | ||||
Debt Instrument, Description of Variable Rate Basis | three-month pound LIBOR plus 3% | |||
Debt Instrument, Basis Spread on Variable Rate | 3.00% | |||
Incentive Compensation Plan [Member] | Notes Payable, Other Payables [Member] | ||||
Incentive Compensation Plans [Line Items] | ||||
Deferred Compensation Arrangement With Individual Distributions Payments | $ 424,000 |
Segment Information (Details )
Segment Information (Details ) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Total net sales | $ 45,512,836 | $ 51,768,857 |
Nutritional And Dietary Supplements [Member] | ||
Segment Reporting Information [Line Items] | ||
Total net sales | 40,554,312 | 46,276,222 |
Skin Care Products [Member] | ||
Segment Reporting Information [Line Items] | ||
Total net sales | 0 | 267,737 |
Sales Aids and Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Total net sales | 1,450,649 | 1,215,594 |
Handling And Freight Income [Member] | ||
Segment Reporting Information [Line Items] | ||
Total net sales | $ 3,507,875 | $ 4,009,304 |
Segment Information (Details1)
Segment Information (Details1) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | $ 45,512,836 | $ 51,768,857 | |
Total assets | 22,465,727 | 24,261,032 | |
United States [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 35,591,831 | 40,384,993 | |
Total assets | 18,563,523 | 20,429,025 | |
Australia/NewZealand [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 1,079,054 | 1,279,549 | |
Total assets | 568,890 | 562,961 | |
Canada [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 1,065,147 | 1,296,543 | |
Total assets | 375,264 | 374,863 | |
Mexico [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 529,871 | 719,101 | |
Total assets | 311,102 | 288,406 | |
Europe [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | [1] | 5,490,508 | 6,192,453 |
Total assets | [1] | 1,694,113 | 1,879,473 |
Asia [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | [2] | 1,756,425 | 1,896,218 |
Total assets | [2] | $ 952,835 | $ 726,304 |
[1] | Europe consists of United Kingdom, Ireland, France, Germany, Austria, and the Netherlands. | ||
[2] | Asia consists of Philippines, Malaysia, Singapore, and Indonesia. |
Restructuring Activities (Detai
Restructuring Activities (Details Textual) | 1 Months Ended |
May 31, 2016USD ($) | |
Restructuring and Related Cost, Number of Positions Eliminated, Period Percent | 9.00% |
Severance Costs | $ 275,000 |
Labor and Related Expense | $ 1,100,000 |