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[X]
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the quarterly period ended September 30, 2017
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[ ]
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Delaware
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90-0890517
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(State or Other Jurisdiction of Incorporation or
Organization)
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(I.R.S. Employer Identification No.)
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2400 Boswell Road, Chula Vista, CA
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91914
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
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[ ]
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Accelerated filer
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[ ]
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Non-accelerated filer
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[ ]
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Smaller reporting company
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[X]
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(Do not check if a smaller reporting company)
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Emerging growth company
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[X]
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Page
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PART I. FINANCIAL INFORMATION
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1
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||
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1
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2
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3
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4
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5
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26
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34
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34
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PART II. OTHER INFORMATION
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35
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35
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36
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36
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36
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37
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37
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38
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Youngevity International, Inc. and Subsidiaries
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Condensed Consolidated Balance
Sheets
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(In
thousands, except share amounts)
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||
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As of
|
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|
September 30,
2017
|
December 31,
2016
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ASSETS
|
(Unaudited)
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Current Assets
|
|
|
Cash
and cash equivalents
|
$1,373
|
$869
|
Accounts
receivable, due from factoring company
|
3,088
|
1,078
|
Trade
accounts receivable, net
|
513
|
1,071
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Income
tax receivable
|
311
|
311
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Inventory
|
21,052
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21,492
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Prepaid
expenses and other current assets
|
3,327
|
3,087
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Total
current assets
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29,664
|
27,908
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Property
and equipment, net
|
13,908
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14,006
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Deferred
tax assets
|
5,703
|
2,857
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Intangible
assets, net
|
18,399
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14,914
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Goodwill
|
6,323
|
6,323
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Total
assets
|
$73,997
|
$66,008
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LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
Current Liabilities
|
|
|
Accounts
payable
|
$10,317
|
$8,174
|
Accrued
distributor compensation
|
4,678
|
4,163
|
Accrued
expenses
|
5,452
|
3,701
|
Deferred
revenues
|
1,999
|
1,870
|
Other
current liabilities
|
3,652
|
2,389
|
Capital
lease payable, current portion
|
997
|
821
|
Notes
payable, current portion
|
175
|
219
|
Warrant
derivative liability
|
4,128
|
3,345
|
Contingent
acquisition debt, current portion
|
422
|
628
|
Total
current liabilities
|
31,820
|
25,310
|
|
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|
Capital
lease payable, net of current portion
|
934
|
1,569
|
Notes
payable, net of current portion
|
4,452
|
4,431
|
Convertible
notes payable (See Note 6)
|
10,766
|
8,327
|
Contingent
acquisition debt, net of current portion
|
11,405
|
7,373
|
Total
liabilities
|
59,377
|
47,010
|
|
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|
Commitments
and contingencies, Note 1
|
|
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Stockholders’ Equity
|
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|
Convertible
Preferred Stock, $0.001 par value: 5,000,000 shares authorized;
161,135 shares issued and outstanding at September 30, 2017 and
December 31, 2016
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-
|
-
|
Common
Stock, $0.001 par value: 50,000,000 shares authorized; 19,723,285
and 19,634,345 shares issued and outstanding at September 30, 2017
and December 31, 2016, respectively (1)
|
20
|
20
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Additional
paid-in capital
|
171,693
|
170,212
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Accumulated
deficit
|
(156,873)
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(151,016)
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Accumulated
other comprehensive loss
|
(220)
|
(218)
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Total
stockholders’ equity
|
14,620
|
18,998
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Total Liabilities and
Stockholders’ Equity
|
$73,997
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$66,008
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Three Months Ended
September 30,
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Nine Months Ended
September 30,
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2017
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2016
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2017
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2016
|
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|
|
|
|
Revenues
|
$44,395
|
$43,562
|
$124,655
|
$124,264
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Cost
of revenues
|
18,631
|
17,194
|
52,923
|
49,102
|
Gross
profit
|
25,764
|
26,368
|
71,732
|
75,162
|
Operating
expenses
|
|
|
|
|
Distributor
compensation
|
17,391
|
18,101
|
49,496
|
50,871
|
Sales
and marketing
|
4,074
|
3,181
|
10,650
|
7,619
|
General
and administrative
|
6,116
|
4,510
|
16,479
|
13,409
|
Total
operating expenses
|
27,581
|
25,792
|
76,625
|
71,899
|
Operating
(loss) income
|
(1,817)
|
576
|
(4,893)
|
3,263
|
Interest
expense, net
|
(1,752)
|
(946)
|
(4,207)
|
(3,139)
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Change
in fair value of warrant derivative liability
|
1,519
|
369
|
788
|
535
|
Extinguishment
loss on debt
|
(308)
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-
|
(308)
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-
|
Total
other expense
|
(541)
|
(577)
|
(3,727)
|
(2,604)
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(Loss)
income before income taxes
|
(2,358)
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(1)
|
(8,620)
|
659
|
Income
tax (benefit) provision
|
(1,290)
|
(68)
|
(2,763)
|
550
|
Net
(loss) income
|
(1,068)
|
67
|
(5,857)
|
109
|
Preferred
stock dividends
|
(3)
|
(3)
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(9)
|
(9)
|
Net
(loss) income available to common stockholders
|
$(1,071)
|
$64
|
$(5,866)
|
$100
|
|
|
|
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|
Net
loss per share, basic (1)
|
$(0.05)
|
$0.00
|
$(0.30)
|
$0.00
|
Net
loss per share, diluted (1)
|
$(0.05)
|
$0.00
|
$(0.30)
|
$0.00
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Weighted
average shares outstanding, basic (1)
|
19,678,577
|
19,633,731
|
19,655,312
|
19,631,195
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Weighted
average shares outstanding, diluted (1)
|
19,678,577
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20,026,001
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19,655,312
|
20,005,758
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Three Months Ended
September 30,
|
Nine Months Ended
September 30,
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|
2017
|
2016
|
2017
|
2016
|
|
|
|
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|
Net
(loss) income
|
$(1,068)
|
$67
|
$(5,857)
|
$109
|
Foreign
currency translation
|
(16)
|
(28)
|
(2)
|
(174)
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Total
other comprehensive loss
|
(16)
|
(28)
|
(2)
|
(174)
|
Comprehensive
(loss) income
|
$(1,084)
|
$39
|
$(5,859)
|
$(65)
|
|
Nine Months Ended
September 30,
|
|
|
2017
|
2016
|
Cash Flows from Operating Activities:
|
|
(As
Restated)
|
Net
(loss) income
|
$(5,857)
|
$109
|
Adjustments
to reconcile net (loss) income to net cash used in operating
activities:
|
|
|
Depreciation
and amortization
|
3,230
|
2,865
|
Stock
based compensation expense
|
471
|
292
|
Amortization
of deferred financing costs
|
281
|
270
|
Amortization
of warrant issuance costs
|
172
|
96
|
Amortization
of debt discount
|
799
|
790
|
Amortization
of prepaid advisory fees
|
42
|
46
|
Stock
issuance for services
|
200
|
30
|
Stock
issuance related to debt financing
|
106
|
-
|
Fair value of warrant issuance
|
341
|
-
|
Change
in fair value of warrant derivative liability
|
(788)
|
(535)
|
Expenses
allocated in profit sharing agreement
|
(195)
|
(557)
|
Change
in fair value of contingent acquisition debt
|
(1,020)
|
(1,185)
|
Extinguishment
loss on debt
|
308
|
-
|
Deferred
income taxes
|
(2,846)
|
-
|
Changes in operating assets and liabilities, net of effect from
business combinations:
|
|
|
Accounts
receivable
|
(1,452)
|
(1,411)
|
Inventory
|
440
|
(1,925)
|
Income
taxes receivable
|
-
|
173
|
Prepaid
expenses and other current assets
|
(282)
|
(502)
|
Accounts
payable
|
2,143
|
293
|
Accrued
distributor compensation
|
515
|
401
|
Deferred
revenues
|
129
|
(652)
|
Accrued
expenses and other liabilities
|
1,480
|
705
|
Net Cash Used In Operating Activities
|
(1,783)
|
(697)
|
|
|
|
Cash Flows from Investing Activities:
|
|
|
Acquisitions,
net
|
(175)
|
(88)
|
Purchases
of property and equipment
|
(690)
|
(938)
|
Net Cash Used in Investing Activities
|
(865)
|
(1,026)
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
Proceeds
from the exercise of stock options and warrants, net
|
28
|
39
|
Proceeds
from factoring company
|
1,723
|
1,131
|
Proceeds
from issuance of convertible notes, net of offering
cost
|
2,720
|
-
|
Payments
of notes payable, net
|
(159)
|
(411)
|
Payments
of contingent acquisition debt
|
(440)
|
(708)
|
Proceeds
(payments) of capital leases
|
(718)
|
19
|
Repurchase
of common stock
|
-
|
(36)
|
Net Cash Provided by Financing Activities
|
3,154
|
34
|
Foreign Currency Effect on Cash
|
(2)
|
(174)
|
Net
increase (decrease) in cash and cash equivalents
|
504
|
(1,863)
|
Cash and Cash Equivalents, Beginning of Period
|
869
|
3,875
|
Cash and Cash Equivalents, End of Period
|
$1,373
|
$2,012
|
|
|
|
Supplemental Disclosures of Cash Flow Information
|
|
|
Cash paid during the period for:
|
|
|
Interest
|
$2,773
|
$1,987
|
Income
taxes
|
$31
|
$192
|
|
|
|
Supplemental Disclosures of Noncash Investing and Financing
Activities
|
|
|
Purchases
of property and equipment funded by capital leases
|
$398
|
$1,416
|
Acquisitions
of net assets in exchange for contingent acquisition debt (see Note
4)
|
$5,920
|
$4,876
|
Fair
value of the bifurcated embedded conversion option recorded as a
derivative liability (see Notes 6 & 7)
|
$330
|
$-
|
Fair value of the warrants issued in connection with
financing recorded as a derivative liability (see Notes 6 &
7)
|
$2,334
|
$-
|
|
As of
|
|
|
September 30,
2017
|
December 31,
2016
|
Finished
goods
|
$10,935
|
$11,550
|
Raw
materials
|
11,181
|
11,006
|
|
22,116
|
22,556
|
Reserve
for excess and obsolete
|
(1,064)
|
(1,064)
|
Inventory,
net
|
$21,052
|
$21,492
|
Distributor
organization
|
$1,187
|
Customer-related
intangible
|
1,300
|
Trademarks
and trade name
|
1,000
|
Total
purchase price
|
$3,487
|
Distributor
organization
|
$810
|
Customer-related
intangible
|
525
|
Trademarks
and trade name
|
400
|
Total
purchase price
|
$1,735
|
Distributor
organization
|
$218
|
Customer-related
intangible
|
280
|
Trademarks
and trade name
|
200
|
Total
purchase price
|
$698
|
Cash
paid for the equity in Legacy for Life Taiwan and Legacy for Life
Limited (Hong Kong)
|
$26
|
Cash
paid for inventory
|
195
|
Total
cash consideration
|
221
|
Trademarks
and trade name
|
185
|
Customer-related
intangible
|
250
|
Distributor
organization
|
298
|
Total
intangible assets acquired, non-cash
|
733
|
Total
purchase price
|
$954
|
Distributor
organization
|
$559
|
Customer-related
intangible
|
400
|
Trademarks
and trade name
|
250
|
Total
purchase price
|
$1,209
|
Distributor
organization
|
$170
|
Customer-related
intangible
|
155
|
Trademarks
and trade name
|
110
|
Total
purchase price
|
$435
|
|
September 30, 2017
|
December 31, 2016
|
||||
|
Cost
|
Accumulated
Amortization
|
Net
|
Cost
|
Accumulated
Amortization
|
Net
|
Distributor
organizations
|
$14,757
|
$8,059
|
$6,698
|
$12,930
|
$7,162
|
$5,768
|
Trademarks
and trade names
|
6,994
|
1,109
|
5,885
|
5,394
|
815
|
4,579
|
Customer
relationships
|
9,951
|
4,422
|
5,529
|
7,846
|
3,642
|
4,204
|
Internally
developed software
|
720
|
433
|
287
|
720
|
357
|
363
|
Intangible
assets
|
$32,422
|
$14,023
|
$18,399
|
$26,890
|
$11,976
|
$14,914
|
|
September 30,
2017
|
December 31,
2016
|
Goodwill,
commercial coffee
|
$3,314
|
$3,314
|
Goodwill,
direct selling
|
3,009
|
3,009
|
Total
goodwill
|
$6,323
|
$6,323
|
|
September 30,
2017
|
December 31,
2016
|
8%
Convertible Notes due July and August 2019 (2014
Notes)
|
$4,750
|
$4,750
|
Debt
discount
|
(1,921)
|
(2,707)
|
Carrying
value of 2014 Notes
|
2,829
|
2,043
|
|
|
|
8%
Convertible Notes due October and November 2018 (2015
Notes)
|
3,000
|
7,188
|
Debt
discount
|
(224)
|
(904)
|
Carrying
value of 2015 Notes
|
2,776
|
6,284
|
|
|
|
8%
Convertible Notes due July and August 2020 (2017
Notes)
|
7,254
|
-
|
Fair
value of bifurcated embedded conversion option of 2017
Notes
|
330
|
-
|
Debt
discount
|
(2,423)
|
-
|
Carrying
value of 2017 Notes
|
5,161
|
-
|
|
|
|
Total
long-term carrying value of convertible notes payable
|
$10,766
|
$8,327
|
|
|
September 30,
2017
|
|
|
December 31,
2016
|
|
|
||
Stock price volatility
|
|
|
63.32
|
%
|
|
|
60% - 65
|
%
|
|
Risk-free interest rates
|
|
|
1.38%-1.51
|
%
|
|
|
1.34%-1.70
|
%
|
|
Annual dividend yield
|
|
|
0
|
%
|
|
|
0
|
%
|
|
Expected life
|
|
1.7-3.0 years
|
|
|
2.6-3.9 years
|
|
Stock
price
|
$4.63
|
Stock
price volatility
|
63.32%
|
Risk-free
interest rate
|
0.92%
|
Balance
at
Issuance
|
Net
unrealized (gain)/loss
|
Balance
at
September
30, 2017
|
$330,000
|
$0.00
|
$330,000
|
|
Fair
Value at September 30, 2017
|
|||
|
Total
|
Level
1
|
Level
2
|
Level
3
|
Liabilities:
|
|
|
|
|
Contingent
acquisition debt, current portion
|
$422
|
$-
|
$-
|
$422
|
Contingent
acquisition debt, less current portion
|
11,405
|
-
|
-
|
11,405
|
Warrant
derivative liability
|
4,128
|
-
|
-
|
4,128
|
Embedded
conversion option derivative
|
330
|
|
|
330
|
Total
liabilities
|
$16,255
|
$-
|
$-
|
$16,255
|
|
Fair
Value at December 31, 2016
|
|||
|
Total
|
Level
1
|
Level
2
|
Level
3
|
Liabilities:
|
|
|
|
|
Contingent
acquisition debt, current portion
|
$628
|
$-
|
$-
|
$628
|
Contingent
acquisition debt, less current portion
|
7,373
|
-
|
-
|
7,373
|
Warrant
derivative liability
|
3,345
|
-
|
-
|
3,345
|
Total
liabilities
|
$11,346
|
$-
|
$-
|
$11,346
|
Balance
at December 31, 2016
|
1,899,385
|
Issued
|
1,262,212
|
Expired
/ cancelled
|
(414,031)
|
Exercised
|
(37,500)
|
Balance
at September 30, 2017
|
2,710,066
|
|
Number
of
Shares
|
Weighted
Average
Exercise
Price
|
Aggregate
Intrinsic
Value
(in
thousands)
|
Outstanding
December 31, 2016
|
1,660,964
|
$4.74
|
$1,346
|
Issued
|
21,624
|
4.53
|
|
Canceled
/ expired
|
(79,711)
|
4.35
|
|
Exercised
|
(6,885)
|
4.28
|
-
|
Outstanding
September 30, 2017
|
1,595,932
|
$4.76
|
$503
|
Exercisable
September 30, 2017
|
878,657
|
$4.55
|
$339
|
|
Three
months ended
|
Nine
months ended
|
||
|
September
30,
|
September
30,
|
||
|
2017
|
2016
|
2017
|
2016
|
Revenues
|
|
|
|
|
Direct
selling
|
$37,954
|
$38,576
|
$106,734
|
$110,393
|
Commercial
coffee
|
6,441
|
4,986
|
17,921
|
13,871
|
Total
revenues
|
$44,395
|
$43,562
|
$124,655
|
$124,264
|
Gross
profit
|
|
|
|
|
Direct
selling
|
$25,472
|
$26,233
|
$71,522
|
$74,690
|
Commercial
coffee
|
292
|
135
|
210
|
472
|
Total
gross profit
|
$25,764
|
$26,368
|
$71,732
|
$75,162
|
Operating
income (loss)
|
|
|
|
|
Direct
selling
|
$(1,233)
|
$1,171
|
$(2,392)
|
$4,903
|
Commercial
coffee
|
(584)
|
(595)
|
(2,501)
|
(1,640)
|
Total
operating income
|
$(1,817)
|
$576
|
$(4,893)
|
$3,263
|
Net
(loss) income
|
|
|
|
|
Direct
selling
|
$(1,311)
|
$822
|
$(2,958)
|
$1,912
|
Commercial
coffee
|
243
|
(755)
|
(2,899)
|
(1,803)
|
Total
net (loss) income
|
$(1,068)
|
$67
|
$(5,857)
|
$109
|
Capital
expenditures
|
|
|
|
|
Direct
selling
|
$223
|
$590
|
$697
|
$1,339
|
Commercial
coffee
|
110
|
145
|
391
|
863
|
Total
capital expenditures
|
$333
|
$735
|
$1,088
|
$2,202
|
|
As
of
|
|
|
September
30, 2017
|
December
31, 2016
|
Total
assets
|
|
|
Direct selling
|
$47,020
|
$40,127
|
Commercial coffee
|
26,977
|
25,881
|
Total assets
|
$73,997
|
$66,008
|
|
Three
months ended
|
Nine
months ended
|
||
|
September
30,
|
September
30,
|
||
|
2017
|
2016
|
2017
|
2016
|
Revenues
|
|
|
|
|
United
States
|
$39,013
|
$39,630
|
$111,524
|
$113,332
|
International
|
5,382
|
3,932
|
13,131
|
10,932
|
Total
revenues
|
$44,395
|
$43,562
|
$124,655
|
$124,264
|
|
Three
months ended
|
Nine
months ended
|
||
|
September
30,
|
September
30,
|
||
|
2017
|
2016
|
2017
|
2016
|
Revenues
|
|
|
|
|
Direct
selling
|
$37,954
|
$38,576
|
$106,734
|
$110,393
|
As a % of Revenue
|
85%
|
89%
|
86%
|
89%
|
Commercial
coffee
|
6,441
|
4,986
|
17,921
|
13,871
|
As a % of Revenue
|
15%
|
11%
|
14%
|
11%
|
Total
revenues
|
$44,395
|
$43,562
|
$124,655
|
$124,264
|
|
For the
three months
ended September
30,
|
Percentage
|
|
Segment
Revenues
|
2017
|
2016
|
change
|
Direct
selling
|
$37,954
|
$38,576
|
(1.6)%
|
Commercial
coffee
|
6,441
|
4,986
|
29.2%
|
Total
|
$44,395
|
$43,562
|
1.9%
|
|
For the
three months
ended September
30,
|
Percentage
|
|
Segment
Gross Profit
|
2017
|
2016
|
change
|
Direct
selling
|
$25,472
|
$26,233
|
(2.9)%
|
Gross Profit % of Revenues
|
67.1%
|
68.0%
|
(0.9)%
|
Commercial
coffee
|
292
|
135
|
116.3%
|
Gross Profit % of Revenues
|
4.5%
|
2.7%
|
1.8%
|
Total
|
$25,764
|
$26,368
|
(2.3)%
|
Gross Profit % of Revenues
|
58.0%
|
60.5%
|
(2.5)%
|
|
For the
nine months
ended September
30,
|
Percentage
|
|
Segment
Revenues
|
2017
|
2016
|
change
|
Direct
selling
|
$106,734
|
$110,393
|
(3.3)%
|
Commercial
coffee
|
17,921
|
13,871
|
29.2%
|
Total
|
$124,655
|
$124,264
|
0.3%
|
|
For the
nine months
ended September
30,
|
Percentage
|
|
Segment
Gross Profit
|
2017
|
2016
|
change
|
Direct
selling
|
$71,522
|
$74,690
|
(4.2)%
|
Gross Profit % of Revenues
|
67.0%
|
67.7%
|
(0.7)%
|
Commercial
coffee
|
210
|
472
|
(55.5)%
|
Gross Profit % of Revenues
|
1.2%
|
3.4%
|
(2.2)%
|
Total
|
$71,732
|
$75,162
|
(4.6)%
|
Gross Profit % of Revenues
|
57.5%
|
60.5%
|
(3.0)%
|
|
Three
months ended
|
Nine
months ended
|
||
|
September
30,
|
September
30,
|
||
|
2017
|
2016
|
2017
|
2016
|
|
|
|
|
|
Net
(loss) income
|
$(1,068)
|
$67
|
$(5,857)
|
$109
|
Add/Subtract:
|
|
|
|
|
Interest,
net
|
1,752
|
946
|
4,207
|
3,139
|
Income
taxes (benefit) provision
|
(1,290)
|
(68)
|
(2,763)
|
550
|
Depreciation
|
419
|
341
|
1,183
|
1,119
|
Amortization
|
712
|
537
|
2,047
|
1,746
|
EBITDA
|
525
|
1,823
|
(1,183)
|
6,663
|
Add/Subtract:
|
|
|
|
|
Stock
based compensation – options and warrant
issuance
|
327
|
166
|
812
|
292
|
Change
in the fair value of warrant derivative
|
(1,519)
|
(369)
|
(788)
|
(535)
|
Extinguishment
loss on debt
|
308
|
-
|
308
|
-
|
Adjusted EBITDA
|
$(359)
|
$1,620
|
$(851)
|
$6,420
|
Exhibit No.
|
|
Exhibit
|
|
|
|
|
Form of
Note Purchase Agreement (incorporated by reference to the
Registrant’s Current Report on Form 8-K (File No. 000-54900)
filed with the Securities and Exchange Commission on August 3,
2017).
|
|
|
Form of
Convertible Note (incorporated by reference to the
Registrant’s Current Report on Form 8-K (File No. 000-54900)
filed with the Securities and Exchange Commission on August 3,
2017).
|
|
|
Form of
Series D Warrant (incorporated by reference to the
Registrant’s Current Report on Form 8-K (File No. 000-54900)
filed with the Securities and Exchange Commission on August 3,
2017).
|
|
|
Form of
Registration Rights Agreement (incorporated by reference to the
Registrant’s Current Report on Form 8-K (File No. 000-54900)
filed with the Securities and Exchange Commission on August 3,
2017).
|
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
under the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
under the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
YOUNGEVITY INTERNATIONAL INC.
|
|
(Registrant)
|
|
|
Date: November 14, 2017
|
/s/ Stephan Wallach
|
|
Stephan Wallach
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
|
|
Date: November 14, 2017
|
/s/ David Briskie
|
|
David Briskie
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
|
1.
|
I
have reviewed this quarterly report on Form 10-Q of Youngevity
International, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in
all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f), for the
registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report
based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s
internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over
financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have
disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and
the audit committee of the registrant’s board of directors
(or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial
information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or
other employees who have a significant role in the
registrant’s internal control over financial
reporting.
|
|
/s/ Stephan Wallach
|
|
Stephan Wallach,
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
November 14, 2017
|
1.
|
I
have reviewed this quarterly report on Form 10-Q of Youngevity
International, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in
all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f), for the
registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report
based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s
internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over
financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have
disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and
the audit committee of the registrant’s board of directors
(or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial
information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or
other employees who have a significant role in the
registrant’s internal control over financial
reporting.
|
|
/s/ David Briskie
|
|
David Briskie,
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
November 14, 2017
|
|
/s/ Stephan Wallach
|
|
Stephan Wallach,
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
November 14, 2017
|
|
/s/ David Briskie
|
|
David Briskie,
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
November 14, 2017
|
Document and Entity Information - shares |
9 Months Ended | |
---|---|---|
Sep. 30, 2017 |
Nov. 10, 2017 |
|
Document And Entity Information | ||
Entity Registrant Name | Youngevity International, Inc. | |
Entity Central Index Key | 0001569329 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer | No | |
Is Entity a Voluntary Filer | No | |
Is Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | YGYI | |
Entity Common Stock, Shares Outstanding | 19,723,285 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2017 |
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares |
Sep. 30, 2017 |
Dec. 31, 2016 |
---|---|---|
Equity: | ||
Convertible Preferred Stock, par value | $ 0.001 | $ 0.001 |
Convertible Preferred Stock, shares authorized | 5,000,000 | 5,000,000 |
Convertible Preferred Stock, shares issued | 161,135 | 161,135 |
Convertible Preferred Stock, shares outstanding | 161,135 | 161,135 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 50,000,000 | 50,000,000 |
Common Stock, shares issued | 19,723,285 | 19,634,345 |
Common Stock, shares outstanding | 19,723,285 | 19,634,345 |
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2017 |
Sep. 30, 2016 |
Sep. 30, 2017 |
Sep. 30, 2016 |
|
Condensed Consolidated Statements Of Operations | ||||
Revenues | $ 44,395 | $ 43,562 | $ 124,655 | $ 124,264 |
Cost of revenues | 18,631 | 17,194 | 52,923 | 49,102 |
Gross profit | 25,764 | 26,368 | 71,732 | 75,162 |
Operating expenses | ||||
Distributor compensation | 17,391 | 18,101 | 49,496 | 50,871 |
Sales and marketing | 4,074 | 3,181 | 10,650 | 7,619 |
General and administrative | 6,116 | 4,510 | 16,479 | 13,409 |
Total operating expenses | 27,581 | 25,792 | 76,625 | 71,899 |
Operating (loss) income | (1,817) | 576 | (4,893) | 3,263 |
Interest expense, net | (1,752) | (946) | (4,207) | (3,139) |
Change in fair value of warrant derivative liability | 1,519 | 369 | 788 | 535 |
Extinguishment loss on debt | (308) | 0 | (308) | 0 |
Total other expense | (541) | (577) | (3,727) | (2,604) |
(Loss) income before income taxes | (2,358) | (1) | (8,620) | 659 |
Income tax (benefit) provision | (1,290) | (68) | (2,763) | 550 |
Net (loss) income | (1,068) | 67 | (5,857) | 109 |
Preferred stock dividends | (3) | (3) | (9) | (9) |
Net (loss) income attributable to common stockholders | $ (1,071) | $ 64 | $ (5,866) | $ 100 |
Net (loss) income per share, basic | $ (0.05) | $ 0 | $ (0.30) | $ 0 |
Net (loss) income per share, diluted | $ (0.05) | $ 0 | $ (0.30) | $ 0 |
Weighted average shares outstanding, basic | 19,678,577 | 19,633,731 | 19,655,312 | 19,631,195 |
Weighted average shares outstanding, diluted | 19,678,577 | 20,026,001 | 19,655,312 | 20,005,758 |
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2017 |
Sep. 30, 2016 |
Sep. 30, 2017 |
Sep. 30, 2016 |
|
Condensed Consolidated Statements Of Comprehensive Income Loss | ||||
Net (loss) income | $ (1,068) | $ 67 | $ (5,857) | $ 109 |
Foreign currency translation | (16) | (28) | (2) | (174) |
Total other comprehensive loss | (16) | (28) | (2) | (174) |
Comprehensive loss | $ (1,084) | $ 39 | $ (5,859) | $ (65) |
Basis of Presentation and Description of Business |
9 Months Ended |
---|---|
Sep. 30, 2017 | |
Notes to Financial Statements | |
Basis of Presentation and Description of Business | Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, certain information and footnote disclosures, normally included in financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted pursuant to such rules and regulations.
The statements presented as of September 30, 2017 and for the three and nine months ended September 30, 2017 and 2016 are unaudited. In the opinion of management, these financial statements reflect all normal recurring and other adjustments necessary for a fair presentation, and to make the financial statements not misleading. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Form 10-K/A for the year ended December 31, 2016. The results for interim periods are not necessarily indicative of the results for the entire year.
Youngevity International, Inc. (the “Company”) consolidates all wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
Certain reclassifications have been made to conform to the current year presentations including the Company’s adoption of Accounting Standards Update (“ASU”) 2015-17 pertaining to the presentation of deferred tax assets and liabilities as noncurrent with retrospective application effective January 1, 2017. This resulted in a reclassification from deferred tax assets, net current to deferred tax assets, net long-term. These reclassifications did not affect revenue, total costs and expenses, income (loss) from operations, or net income (loss). The adoption of ASU No. 2015-17 resulted in a reclassification of deferred tax assets, net current of $565,000 to deferred tax assets, net long-term on the Company’s consolidated financial statements as of December 31, 2016.
As previously reported on the Annual Report on Form 10-K/A for the year ended December 31, 2016 filed with the Securities and Exchange Commission on August 14, 2017, the Company restated the interim Consolidated Statement of Cash Flows for the quarter ended September 30, 2016 previously filed by the Company in its quarterly report on Form 10-Q for the same period. This was due to an error in the presentation of cash flow activity under the Company’s factoring facility. This quarterly report for the quarter ended September 30, 2017 reflects the restated numbers for the nine months ended September 30, 2016.
Nature of Business
The Company, founded in 1996, develops and distributes health and nutrition related products through its global independent direct selling network, also known as multi-level marketing, and sells coffee products to commercial customers. The Company operates in two business segments, its direct selling segment where products are offered through a global distribution network of preferred customers and distributors and its commercial coffee segment where products are sold directly to businesses. In the following text, the terms “we,” “our,” and “us” may refer, as the context requires, to the Company or collectively to the Company and its subsidiaries.
The Company operates through the following domestic wholly-owned subsidiaries: AL Global Corporation, which operates its direct selling networks, CLR Roasters, LLC (“CLR”), its commercial coffee business, 2400 Boswell LLC, MK Collaborative LLC, Youngevity Global LLC and the wholly-owned foreign subsidiaries Youngevity Australia Pty. Ltd., Youngevity NZ, Ltd., Siles Plantation Family Group S.A. (“Siles”), located in Nicaragua, Youngevity Mexico S.A. de CV, Youngevity Israel, Ltd., Youngevity Russia, LLC, Youngevity Colombia S.A.S, Youngevity International Singapore Pte. Ltd., Mialisia Canada, Inc., Legacy for Life Limited (Hong Kong). The Company also operates through the BellaVita Group LLC, with operations in; Taiwan, Hong Kong, Singapore, Indonesia, Malaysia and Japan.
The Company also operates subsidiary branches of Youngevity Global LLC in the Philippines and Taiwan.
Reverse Stock Split
On June 5, 2017, the Company filed a certificate to amend its Articles of Incorporation to effect a reverse split on a one-for-twenty basis (the “Reverse Split”), whereby, every twenty shares of the Company’s common stock, par value $0.001 per share (the “Common Stock or “common stock”), were exchanged for one share of its common stock. The Reverse Split became effective on June 7, 2017. All common stock share and per share amounts have been adjusted to reflect retrospective application of the Reverse Split, unless otherwise indicated. The Common Stock began trading on a reverse split basis at the market opening on June 8, 2017.
NASDAQ Listing
Effective June 21, 2017, the Common Stock began trading on the NASDAQ Stock Market LLC’s NASDAQ Capital Market, under the symbol “YGYI”. Prior to the Company’s uplisting to NASDAQ, the Company’s common stock had been traded on the OTCQX market.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense for each reporting period. Estimates are used in accounting for, among other things, allowances for doubtful accounts, deferred taxes, and related valuation allowances, fair value of derivative liabilities, uncertain tax positions, loss contingencies, fair value of options granted under our stock based compensation plan, fair value of assets and liabilities acquired in business combinations, capital leases, asset impairments, estimates of future cash flows used to evaluate impairments, useful lives of property, equipment and intangible assets, value of contingent acquisition debt, inventory obsolescence, and sales returns.
Actual results may differ from previously estimated amounts and such differences may be material to the condensed consolidated financial statements. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected prospectively in the period they occur.
Liquidity
The accompanying condensed consolidated financial statements have been prepared and presented on a basis assuming the Company will continue as a going concern. The Company has sustained significant operating losses for the nine months ended September 30, 2017 of $4,893,000, compared to operating income in the prior year of $3,263,000. The losses in the current year were primarily due to lower than anticipated revenues, increases in legal fees, distributor events and sales and marketing costs. Net cash used in operating activities was $1,783,000 in the current year. Based on its current cash levels and its current rate of cash requirements, the Company will need to raise additional capital and will need to significantly reduce its expenses from current levels to be able to continue as a going concern.
The Company has already commenced the process to increase its Crestmark line of credit during the fourth quarter of this year and the Company is considering multiple alternatives, including, but not limited to, additional equity financings and debt financings. Depending on market conditions, we cannot be sure that additional capital will be available when needed or that, if available, it will be obtained on terms favorable to us or to our stockholders.
The Company believes that legal fees will decrease in the future from the levels spent in the current year. Furthermore, the Company expects to get reimbursements from its insurance company for legal fees already incurred. The Company expects costs related to distributor events will decrease next year from current year levels as its costs in the current year were unusually high due to the twentieth anniversary convention held in Dallas in August and one-time events held at the beginning of the year to stabilize the sales force due to the departure of the previous president and high-level sales management and distributors. The Company anticipates revenues to start growing again and it intends to make necessary cost reductions related to international programs that are not performing and also reduce non-essential expenses.
Failure to raise additional funds from the issuance of equity securities and failure to implement cost reductions could adversely affect the Company’s ability to operate as a going concern. The financial statements do not include any adjustments that might be necessary from the outcome of this uncertainty.
Cash and Cash Equivalents
The Company considers only its monetary liquid assets with original maturities of three months or less as cash and cash equivalents.
Earnings Per Share
Basic earnings (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to common stockholders by the sum of the weighted-average number of common shares outstanding during the period and the weighted-average number of dilutive common share equivalents outstanding during the period, using the treasury stock method. Dilutive common share equivalents are comprised of in-the-money stock options, warrants and convertible preferred stock and common stock associated with the Company's convertible notes based on the average stock price for each period using the treasury stock method.
Since the Company incurred a loss for the three and nine months ended September 30, 2017, 7,506,283 common share equivalents were not included in the weighted-average calculations since their effect would have been anti-dilutive.
The incremental dilutive common share equivalents for the three and nine months ended September 30, 2016 were 392,720 and 374,563, respectively.
Income and loss per share amounts and weighted average shares outstanding for all periods have been retroactively adjusted to reflect the Company’s 1-for-20 Reverse Split, which was effective June 7, 2017.
Stock Based Compensation
The Company accounts for stock based compensation in accordance with ASC Topic 718, “Compensation – Stock Compensation,” which establishes accounting for equity instruments exchanged for employee services. Under such provisions, stock based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense, under the straight-line method, over the vesting period of the equity grant.
The Company accounts for equity instruments issued to non-employees in accordance with authoritative guidance for equity based payments to non-employees. Stock options issued to non-employees are accounted for at their estimated fair value, determined using the Black-Scholes option-pricing model. The fair value of options granted to non-employees is re-measured as they vest, and the resulting increase in value, if any, is recognized as expense during the period the related services are rendered.
Factoring Agreement
The Company has a factoring agreement (“Factoring Agreement”) with Crestmark Bank (“Crestmark”) related to the Company’s accounts receivable resulting from sales of certain products within its commercial coffee segment. Effective May 1, 2016, the Company entered into a third amendment to the factoring agreement (“Agreement”). Under the terms of the Agreement, all new receivables assigned to Crestmark shall be “Client Risk Receivables” and no further credit approvals will be provided by Crestmark. Additionally, the Agreement expands the factoring facility to include advanced borrowings against eligible inventory up to 50% of landed cost of finished goods inventory that meet certain criteria, not to exceed the lesser of $1,000,000 or 85% of the value of the accounts receivables already advanced with a maximum overall borrowing of $3,000,000. Interest accrues on the outstanding balance and a factoring commission is charged for each invoice factored which is calculated as the greater of $5.00 or 0.75% to 0.875% of the gross invoice amount and is recorded as interest expense. In addition, the Company and the Company’s CEO, Mr. Wallach have entered into a Guaranty and Security Agreement with Crestmark Bank guaranteeing payments in the event that CLR were to default. This Agreement is effective until February 1, 2019.
The Company accounts for the sale of receivables under the Factoring Agreement as secured borrowings with a pledge of the subject inventories and receivables as well as all bank deposits as collateral, in accordance with the authoritative guidance for accounting for transfers and servicing of financial assets and extinguishments of liabilities. The caption “Accounts receivable, due from factoring company” on the accompanying condensed consolidated balance sheets in the amount of approximately $3,088,000 and $1,078,000 as of September 30, 2017 and December 31, 2016, respectively, reflects the related collateralized accounts.
The Company's outstanding liability related to the Factoring Agreement was approximately $3,014,000 and $1,290,000 as of September 30, 2017 and December 31, 2016, respectively, and is included in other current liabilities on the condensed consolidated balance sheets.
Plantation Costs
The Company’s commercial coffee segment CLR includes the results of the Siles Plantation Family Group (“Siles”), which is a 500 acre coffee plantation and a dry-processing facility located on 26 acres both located in Matagalpa, Nicaragua. Siles is a wholly-owned subsidiary of CLR, and the results of CLR include the depreciation and amortization of capitalized costs, development and maintenance and harvesting costs of Siles. In accordance with US generally accepted accounting principles (“GAAP”), plantation maintenance and harvesting costs for commercially producing coffee farms are charged against earnings when sold. Deferred harvest costs accumulate throughout the year, and are expensed over the remainder of the year as the coffee is sold. The difference between actual harvest costs incurred and the amount of harvest costs recognized as expense is recorded as either an increase or decrease in deferred harvest costs, which is reported as an asset and included with prepaid expenses and other current assets in the condensed consolidated balance sheets. Once the harvest is complete, the harvest cost is then recognized as the inventory value.
As of December 31, 2016, the inventory related to the 2016 harvest was $112,000. As of September 30, 2017, all previously harvested coffee from the 2016 harvest had been sold.
In April 2017, the Company completed the 2017 harvest in Nicaragua and approximately $552,000 of deferred harvest costs were reclassified as inventory during the quarter ended June 30, 2017. The remaining inventory as of September 30, 2017 is $361,000.
Costs associated with the 2018 harvest as of September 30, 2017 total approximately $200,000 and are included in prepaid expenses and other current assets as deferred harvest costs on the Company’s condensed consolidated balance sheets.
Related Party Transactions
Richard Renton
Richard Renton is a member of the Board of Directors and owns and operates with his wife Roxanna Renton, Northwest Nutraceuticals, Inc., a supplier of certain inventory items sold by the Company. The Company made purchases of approximately $61,000 and $33,000 from Northwest Nutraceuticals Inc., for the three months ended September 30, 2017 and 2016, respectively, and $142,000 and $83,000 for the nine months ended September 30, 2017 and 2016, respectively. In addition, Mr. Renton and his wife are distributors of the Company and can earn commissions on product sales.
Other Relationship Transactions
Hernandez, Hernandez, Export Y Company
The Company’s coffee segment, CLR, is associated with Hernandez, Hernandez, Export Y Company (“H&H”), a Nicaragua company, through sourcing arrangements to procure Nicaraguan green coffee beans and in March 2014 as part of the Siles acquisition, CLR engaged the owners of H&H as employees to manage Siles. The Company made purchases of approximately $3,533,000 and $2,700,000 from this supplier for the three months ended September 30, 2017 and 2016, respectively and $8,707,000 and $7,400,000 for the nine months ended September 30, 2017 and 2016, respectively.
In addition, CLR sold approximately $2,387,000 and $0 for the three months ended September 30, 2017 and 2016, respectively and $3,934,000 and $2,200,000 for the nine months ended September 30, 2017 and 2016, respectively, of green coffee beans to H&H Coffee Group Export, a Florida based company which is affiliated with H&H.
In March 2017, the Company entered a settlement agreement and release with H&H Coffee Group Export pursuant to which it was agreed that $150,000 owed to H&H Coffee Group Export for services that had been rendered would be settled by the issuance of Common Stock. In May 2017, the Company issued to H&H Coffee Group Export 27,500 shares of Common Stock in accordance with this agreement.
In May 2017, the Company entered a settlement agreement with Alain Piedra Hernandez, one of the owners of H&H and the operating manager of Siles, who was issued a non-qualified stock option for the purchase of 75,000 shares of the Company’s Common Stock at a price of $2.00 with an expiration date of three years, in lieu of an obligation due from the Company to H&H as relates to a Sourcing and Supply Agreement with H&H. During the three months ended September 30, 2017 the Company replaced the non-qualified stock option and issued a warrant agreement with the same terms. There was no financial impact related to the cancellation of the option and the issuance of the warrant. As of September 30, 2017 the warrant remains outstanding.
Revenue Recognition
The Company recognizes revenue from product sales when the following four criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable, and collectability is reasonably assured. The Company ships the majority of its direct selling segment products directly to the distributors primarily via UPS, USPS or FedEx and receives substantially all payments for these sales in the form of credit card transactions. The Company regularly monitors its use of credit card or merchant services to ensure that its financial risk related to credit quality and credit concentrations is actively managed. Revenue is recognized upon passage of title and risk of loss to customers when product is shipped from the fulfillment facility. The Company ships the majority of its coffee segment products via common carrier and invoices its customer for the products. Revenue is recognized when the title and risk of loss is passed to the customer under the terms of the shipping arrangement, typically, FOB shipping point.
Sales revenue and a reserve for estimated returns are recorded net of sales tax when product is shipped.
Deferred Revenues and Costs
Deferred revenues relate primarily to the Heritage Makers product line and represent the Company’s obligation for points purchased by customers that have not yet been redeemed for product. Cash received for points sold is recorded as deferred revenue. Revenue is recognized when customers redeem the points and the product is shipped. As of September 30, 2017 and December 31, 2016, the balance in deferred revenues was approximately $1,999,000 and $1,870,000 respectively, of which the portion attributable to Heritage Makers was approximately $1,800,000 and $1,662,000, respectively. The remaining balance of approximately $199,000 and $208,000 as of September 30, 2017 and December 31, 2016, related primarily to the Company’s 2018 and 2017 conventions, respectively, whereby attendees pre-enroll in the events and the Company does not recognize this revenue until the conventions occur.
Deferred costs relate to Heritage Makers prepaid commissions that are recognized in expense at the time the related revenue is recognized. As of September 30, 2017 and December 31, 2016, the balance in deferred costs was approximately $414,000 and $415,000 respectively, and was included in prepaid expenses and current assets.
Commitments and Contingencies
We are, from time to time, the subject of claims and suits arising out of matters occurring during the operation of our business. We are not presently party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition or cash flows. Regardless of the outcome, current legal proceedings are having an adverse impact on us because of litigation costs, diversion of management resources and other factors.
Recently Issued Accounting Pronouncements
In January 2017, the FASB issued Accounting Standard Update (“ASU”) No. 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This ASU simplifies the test for goodwill impairment by removing Step 2 from the goodwill impairment test. Companies will now perform the goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value not to exceed the total amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The amendments in this update are effective for goodwill impairment tests in fiscal years beginning after December 15, 2019, with early adoption permitted for goodwill impairment tests performed after January 1, 2017. The Company is evaluating the potential impact of this adoption on its consolidated financial statements.
In October 2016, the FASB issued ASU 2016-17, Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control. This standard amends the guidance issued with ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis in order to make it less likely that a single decision maker would individually meet the characteristics to be the primary beneficiary of a Variable Interest Entity ("VIE"). When a decision maker or service provider considers indirect interests held through related parties under common control, they perform two steps. The second step was amended with this ASU to say that the decision maker should consider interests held by these related parties on a proportionate basis when determining the primary beneficiary of the VIE rather than in their entirety as was called for in the previous guidance. This ASU was effective for fiscal years beginning after December 15, 2016, and early adoption was not permitted. The Company adopted ASU 2016-17 effective the quarter ended March 31, 2017. The adoption of ASU 2016-17 did not have a significant impact on its consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The standard requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. The Company expects to adopt the standard no later than January 1, 2019. The Company is currently assessing the impact that the new standard will have on the Company’s consolidated financial statements, which will consist primarily of a balance sheet gross up of our operating leases. The Company has not evaluated the impact that this new standard will have on its consolidated financial statements; however, it is expected to gross-up the consolidated balance sheet as a result of recognizing a lease asset along with a similar lease liability.
In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. This guidance requires that entities with a classified statement of financial position present all deferred tax assets and liabilities as noncurrent. This update is effective for annual and interim periods for fiscal years beginning after December 15, 2016, which required the Company to adopt the new guidance in the first quarter of fiscal 2017. Early adoption was permitted for financial statements that have not been previously issued and may be applied on either a prospective or retrospective basis. The Company adopted ASU 2015-17 effective the quarter ended March 31, 2017. The adoption of ASU 2015-17 did not have a significant impact on its consolidated financial statements other than the netting of current and long-term deferred tax assets and liabilities in the non-current section of the balance sheet and footnote disclosures.
In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory (Topic 330): Simplifying the Measurement of Inventory.” The amendments in ASU 2015-11 require an entity to measure inventory at the lower of cost or market. Market could be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. The amendments do not apply to inventory that is measured using last-in, first out (LIFO) or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. The amendments should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. Management is currently assessing the effect that ASU 2015-11 will have on the Company’s condensed consolidated financial statements and related disclosures. Included in management’s assessment is the determination of an effective adoption date and transition method for adoption. The Company expects to complete the initial assessment process, including the selection of an effective adoption date and transition method for adoption, by December 31, 2017.
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The new revenue recognition standard provides a five-step analysis of contracts to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB deferred the effective date of ASU No. 2014-09 for all entities by one year to annual reporting periods beginning after December 15, 2017. The FASB has issued several updates subsequently including implementation guidance on principal versus agent considerations, on how an entity should account for licensing arrangements with customers, and to improve guidance on assessing collectability, presentation of sales taxes, noncash consideration, and contract modifications and completed contracts at transition. The amendments in this series of updates shall be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. Early adoption is permitted. The Company continues to assess the impact of this ASU, and related subsequent updates, will have on its consolidated financial statements. As of September 30, 2017, the Company is in the process of reviewing the guidance to identify how this ASU will apply to the Company’s revenue reporting process. The final impact of this ASU on the Company’s financial statements will not be known until the assessment is complete. The Company will update its disclosure in future periods as the analysis is completed.
In August 2014, the FASB issued ASU No. 2014-15 regarding ASC topic No. 205, Presentation of Financial Statements - Going Concern. The standard requires all companies to evaluate if conditions or events raise substantial doubt about an entity’s ability to continue as a going concern and requires different disclosure of items that raise substantial doubt that are, or are not, alleviated as a result of consideration of management’s plans. The new guidance is effective for annual periods ending after December 15, 2016. The adoption of ASU No. 2014-15 did not have a significant impact on the Company’s consolidated financial statements.
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Income Taxes |
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Income Taxes | The Company accounts for income taxes in accordance with ASC Topic 740, “Income Taxes,” under the asset and liability method which includes the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the condensed consolidated financial statements. Under this approach, deferred taxes are recorded for the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from differences between the financial statement and tax basis of assets and liabilities, and are adjusted for changes in tax rates and tax laws when changes are enacted. The effects of future changes in income tax laws or rates are not anticipated.
Income taxes for the interim periods are computed using the effective tax rates estimated to be applicable for the full fiscal year, as adjusted for any discrete taxable events that occur during the period.
The Company files income tax returns in the United States (“U.S.”) on a federal basis and in many U.S. state and foreign jurisdictions. Certain tax years remain open to examination by the major taxing jurisdictions to which the Company is subject. |
Inventory and Costs of Revenues |
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Inventory and Costs of Revenues | Inventory is stated at the lower of cost or market value. Cost is determined using the first-in, first-out method. The Company records an inventory reserve for estimated excess and obsolete inventory based upon historical turnover, market conditions and assumptions about future demand for its products. When applicable, expiration dates of certain inventory items with a definite life are taken into consideration.
Inventories consist of the following (in thousands):
Cost of revenues includes the cost of inventory, shipping and handling costs, royalties associated with certain products, transaction banking costs, warehouse labor costs and depreciation on certain assets. |
Acquisitions and Business Combinations |
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Acquisitions and Business Combinations | The Company accounts for business combinations under the acquisition method and allocates the total purchase price for acquired businesses to the tangible and identified intangible assets acquired and liabilities assumed, based on their estimated fair values. When a business combination includes the exchange of the Company’s Common Stock, the value of the Common Stock is determined using the closing market price as of the date such shares were tendered to the selling parties. The fair values assigned to tangible and identified intangible assets acquired and liabilities assumed are based on management or third-party estimates and assumptions that utilize established valuation techniques appropriate for the Company’s industry and each acquired business. Goodwill is recorded as the excess, if any, of the aggregate fair value of consideration exchanged for an acquired business over the fair value (measured as of the acquisition date) of total net tangible and identified intangible assets acquired. A liability for contingent consideration, if applicable, is recorded at fair value as of the acquisition date. In determining the fair value of such contingent consideration, management estimates the amount to be paid based on probable outcomes and expectations on financial performance of the related acquired business. The fair value of contingent consideration is reassessed quarterly, with any change in the estimated value charged to operations in the period of the change. Increases or decreases in the fair value of the contingent consideration obligations can result from changes in actual or estimated revenue streams, discount periods, discount rates and probabilities that contingencies will be met.
During the nine months ended September 30, 2017, the Company entered into three acquisitions, which are detailed below. The acquisitions were conducted in an effort to expand the Company’s distributor network, enhance and expand its product portfolio, and diversify its product mix. As such, the major purpose for all of the business combinations was to increase revenue and profitability. The acquisitions were structured as asset purchases which resulted in the recognition of certain intangible assets.
Sorvana International, LLC
Effective July 1, 2017, the Company acquired certain assets and assumed certain liabilities of Sorvana International, LLC “Sorvana”. Sorvana was the result of the unification of the two companies FreeLife International, Inc. “FreeLife”, and L’dara. Sorvana offers a variety of products with the addition of the FreeLife and L’dara product lines. Sorvana offers an extensive line of health and wellness product solutions including healthy weight loss supplements, energy and performance products and skin care product lines as well as organic product options. As a result of this business combination, the Company’s distributors and customers will have access to Sorvana’s unique line of products and Sorvana’s distributors and clients will gain access to products offered by the Company.
The contingent consideration’s estimated fair value at the date of acquisition was $3,487,000 as determined by management using a discounted cash flow methodology. The acquisition related costs, such as legal costs and other professional fees were minimal and expensed as incurred. In addition, the Company has assumed certain liabilities in accordance with the agreement.
The Company is obligated to make monthly payments based on a percentage of the Sorvana distributor revenue derived from sales of the Company’s products and a percentage of royalty revenue derived from sales of Sorvana’s products until the earlier of the date that is twelve (12) years from the closing date or such time as the Company has paid to Sorvana aggregate cash payments of the Sorvana distributor revenue and royalty revenue equal to a predetermined maximum aggregate purchase price.
The assets acquired were recorded at estimated fair values as of the date of the acquisition. The fair values of the acquired assets have not been finalized pending further information that may impact the valuation of certain assets or liabilities. The preliminary purchase price allocation is as follows (in thousands):
The preliminary fair value of intangible assets acquired was determined through the use of a discounted cash flow methodology. The trademarks and trade name, customer-related intangible and distributor organization intangible are being amortized over their estimated useful life of ten (10) years using the straight-line method which is believed to approximate the time-line within which the economic benefit of the underlying intangible asset will be realized.
The Company expects to finalize the valuations within one (1) year from the acquisition date.
The revenue impact from the Sorvana acquisition, included in the condensed consolidated statements of operations for the three and nine months ended September 30, 2017 was approximately $2,082,000.
The pro-forma effect assuming the business combination with Sorvana discussed above had occurred at the beginning of the year is not presented as the information was not available.
BellaVita Group, LLC
Effective March 1, 2017, the Company acquired certain assets of BellaVita Group, LLC “BellaVita” a direct sales company and producer of health and beauty products with locations and customers primarily in the Asian market.
The contingent consideration’s estimated fair value at the date of acquisition was $1,750,000 as determined by management using a discounted cash flow methodology. The acquisition related costs, such as legal costs and other professional fees were minimal and expensed as incurred. In addition, the Company has assumed certain liabilities in accordance with the agreement.
During the three months ended September 30, 2017 the Company determined that the initial estimated fair value of the acquisition should be reduced by $15,000 from $1,750,000 to $1,735,000.
The Company is obligated to make monthly payments based on a percentage of the BellaVita distributor revenue derived from sales of the Company’s products and a percentage of royalty revenue derived from sales of BellaVita products until the earlier of the date that is twelve (12) years from the closing date or such time as the Company has paid to BellaVita aggregate cash payments of the BellaVita distributor revenue and royalty revenue equal to a predetermined maximum aggregate purchase price.
The fair values of the acquired assets have not been finalized pending further information that may impact the valuation of certain assets or liabilities. The preliminary purchase price allocation is as follows (in thousands):
The preliminary fair value of intangible assets acquired was determined through the use of a discounted cash flow methodology. The trademarks and trade name, customer-related intangible and distributor organization intangible are being amortized over their estimated useful life of ten (10) years using the straight-line method which is believed to approximate the time-line within which the economic benefit of the underlying intangible asset will be realized.
The Company expects to finalize the valuations within one (1) year from the acquisition date.
The revenue impact from the BellaVita acquisition, included in the condensed consolidated statements of operations for the three and nine months ended September 30, 2017 was approximately $736,000 and $1,608,000, respectively.
The pro-forma effect assuming the business combination with BellaVita discussed above had occurred at the beginning of the year is not presented as the information was not available.
Ricolife, LLC
Effective March 1, 2017, the Company acquired certain assets of Ricolife, LLC “Ricolife” a direct sales company and producer of teas with health benefits contained within its tea formulas.
The contingent consideration’s estimated fair value at the date of acquisition was $920,000 as determined by management using a discounted cash flow methodology. The acquisition related costs, such as legal costs and other professional fees were minimal and expensed as incurred. In addition, the Company has assumed certain liabilities in accordance with the agreement.
During the three months ended September 30, 2017 the Company determined that the initial estimated fair value of the acquisition should be reduced by $222,000 from $920,000 to $698,000.
The Company is obligated to make monthly payments based on a percentage of the Ricolife distributor revenue derived from sales of the Company’s products and a percentage of royalty revenue derived from sales of Ricolife products until the earlier of the date that is twelve (12) years from the closing date or such time as the Company has paid to Ricolife aggregate cash payments of the Ricolife distributor revenue and royalty revenue equal to a predetermined maximum aggregate purchase price.
The fair values of the acquired assets have not been finalized pending further information that may impact the valuation of certain assets or liabilities. The preliminary purchase price allocation is as follows (in thousands):
The preliminary fair value of intangible assets acquired was determined through the use of a discounted cash flow methodology. The trademarks and trade name, customer-related intangible and distributor organization intangible are being amortized over their estimated useful life of ten (10) years using the straight-line method which is believed to approximate the time-line within which the economic benefit of the underlying intangible asset will be realized.
The Company expects to finalize the valuations within one (1) year from the acquisition date.
The revenue impact from the Ricolife acquisition, included in the condensed consolidated statements of operations for the three and nine months ended September 30, 2017 was approximately $268,000 and $683,000, respectively.
The pro-forma effect assuming the business combination with Ricolife discussed above had occurred at the beginning of the year is not presented as the information was not available.
2016 Acquisitions
Legacy for Life, LLC
On August 18, 2016, with an effective date of September 1, 2016 the Company entered into an agreement to acquire certain assets of Legacy for Life, LLC, an Oklahoma based direct-sales company and entered into an agreement to acquire the equity of two wholly owned subsidiaries of Legacy for Life, LLC; Legacy for Life Taiwan and Legacy for Life Limited (Hong Kong) collectively referred to as (“Legacy for Life”).
Legacy for Life is a science-based direct seller of i26, a product made from the patented IgY Max formula or hyperimmune whole dried egg, which is the key ingredient in Legacy for Life products. Additionally, the Company has entered into an Ingredient Supply Agreement to market i26 worldwide. IgY Max promotes healthy gut flora and healthy digestion and was created by exposing a specially selected flock of chickens to natural elements from the human world, whereby the chickens develop immunity to these elements. In a highly patented process, these special eggs are harvested as a whole food and are processed as a whole food into i26 egg powder, an all-natural product. Nothing is added to the egg nor does any chemical extraction take place.
As a result of this acquisition, the Company’s distributors and customers have access to the unique line of the Legacy for Life products and the Legacy for Life distributors and customers have gained access to products offered by the Company. The Company purchased certain inventories and assumed certain liabilities. The Company is obligated to make monthly payments based on a percentage of the Legacy for Life distributor revenue derived from sales of the Company’s products and a percentage of royalty revenue derived from sales of the Legacy for Life products until the earlier of the date that is fifteen (15) years from the closing date or such time as the Company has paid to Legacy for Life aggregate cash payments of Legacy for Life distributor revenue and royalty revenue equal to a predetermined maximum aggregate purchase price.
The acquisition of Legacy for Life was accounted for under the acquisition method of accounting. The assets acquired and liabilities assumed by the Company were recognized at their estimated fair values as of the acquisition date. The acquisition related costs, such as legal costs and other professional fees were minimal and expensed as incurred.
During the three months ended September 30, 2017 the purchase accounting was finalized and the Company determined that the initial purchase price for the related intangibles should be reduced by $92,000 from $825,000 to $733,000. The final purchase price allocation for the acquisition of Legacy for Life (in thousands) is as follows:
The fair value of intangible assets acquired was determined through the use of a discounted cash flow methodology. The trademarks and trade name, customer-related intangible and distributor organization intangible are being amortized over their estimated useful life of ten (10) years using the straight-line method which is believed to approximate the time-line within which the economic benefit of the underlying intangible asset will be realized.
The revenue impact from the Legacy for Life acquisition, included in the consolidated statement of operations for the three and nine months ended September 30, 2017 was approximately $505,000 and $1,501,000, respectively.
The revenue impact from the Legacy for Life acquisition, included in the consolidated statement of operations for the three and nine months ended September 30, 2016 was approximately $137,000.
The pro-forma effect assuming the business combination with Legacy for Life discussed above had occurred at the beginning of 2016 is not presented as the information was not available.
Nature’s Pearl Corporation
On August 1, 2016, the Company entered into an agreement to acquire certain assets of Nature’s Pearl Corporation, (“Nature’s Pearl”) with an effective date of September 1, 2016. Nature’s Pearl is a direct-sales company that produces nutritional supplements and skin and personal care products using the muscadine grape grown in the southeastern region of the United States that are deemed to be rich in antioxidants. As a result of this acquisition, the Company’s distributors and customers have access to the unique line of Nature’s Pearl products and Nature’s Pearl distributors and customers have gained access to products offered by the Company. The Company is obligated to make monthly payments based on a percentage of Nature’s Pearl distributor revenue derived from sales of the Company’s products and a percentage of royalty revenue derived from sales of Nature’s Pearl products until the earlier of the date that is ten (10) years from the closing date or such time as the Company has paid to Nature’s Pearl aggregate cash payments of Nature’s Pearl distributor revenue and royalty revenue equal to a predetermined maximum aggregate purchase price. The Company paid approximately $200,000 for certain inventories, which payment was applied against the maximum aggregate purchase price.
The acquisition of Nature’s Pearl was accounted for under the acquisition method of accounting. The assets acquired and liabilities assumed by the Company were recognized at their estimated fair values as of the acquisition date. The acquisition related costs, such as legal costs and other professional fees were minimal and expensed as incurred.
During the three months ended December 31, 2016, the Company determined that the initial estimated fair value of the acquisition should be reduced $1,290,000 from the initial purchase price of $2,765,000 to $1,475,000. During the three months ended September 30, 2017 the purchase accounting was finalized and the Company determined that the purchase price should be reduced by $266,000 to $1,209,000.
The final purchase price allocation for the acquisition of Nature’s Pearl (in thousands) is as follows:
The fair value of intangible assets acquired was determined through the use of a discounted cash flow methodology. The trademarks and trade name, customer-related intangible and distributor organization intangible are being amortized over their estimated useful life of ten (10) years using the straight-line method which is believed to approximate the time-line within which the economic benefit of the underlying intangible asset will be realized.
The revenue impact from the Nature’s Pearl acquisition, included in the consolidated statement of operations for the three and nine months ended September 30, 2017 was approximately $939,000 and $3,014,000, respectively.
The revenue impact from the Nature’s Pearl acquisition, included in the consolidated statement of operations for the three and nine months ended September 30, 2016 was approximately $452,000.
The pro-forma effect assuming the business combination with Nature’s Pearl discussed above had occurred at the beginning of 2016 is not presented as the information was not available.
Renew Interest, LLC (SOZO Global, Inc.)
On July 29, 2016, the Company acquired certain assets of Renew Interest, LLC (“Renew”) formerly owned by SOZO Global, Inc. (“SOZO”), a direct-sales company that produces nutritional supplements, skin and personal care products, weight loss products and coffee products. The SOZO brand of products contains CoffeeBerry a fruit extract known for its high level of antioxidant properties. As a result of this business combination, the Company’s distributors and customers have access to the unique line of the Renew products and Renew distributors and customers have gained access to products offered by the Company. The Company is obligated to make monthly payments based on a percentage of Renew distributor revenue derived from sales of the Company’s products and a percentage of royalty revenue until the earlier of the date that is twelve (12) years from the closing date or such time as the Company has paid to Renew, aggregate cash payments of Renew distributor revenue and royalty revenue equal to a predetermined maximum aggregate purchase price. The Company paid approximately $300,000 for certain inventories and assumed liabilities, which payment was applied to the maximum aggregate purchase price.
The acquisition of Renew was accounted for under the acquisition method of accounting. The assets acquired and liabilities assumed by the Company were recognized at their estimated fair values as of the acquisition date. The acquisition related costs, such as legal costs and other professional fees were minimal and expensed as incurred.
During the three months ended September 30, 2017 the purchase accounting was finalized and the Company determined that the initial purchase price should be reduced by $30,000 from $465,000 to $435,000. The final purchase price allocation for the acquisition of Renew (in thousands) is as follows:
The fair value of intangible assets acquired was determined through the use of a discounted cash flow methodology. The trademarks and trade name, customer-related intangible and distributor organization intangible are being amortized over their estimated useful life of ten (10) years using the straight-line method which is believed to approximate the time-line within which the economic benefit of the underlying intangible asset will be realized.
The revenue impact from the Renew acquisition, included in the consolidated statement of operations for the three and nine months ended September 30, 2017 was approximately $214,000 and $695,000, respectively.
The revenue impact from the Renew acquisition, included in the consolidated statement of operations for the three and nine months ended September 30, 2016 was approximately $198,000.
The pro-forma effect assuming the business combination with Renew discussed above had occurred at the beginning of 2016 is not presented as the information was not available. |
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Intangible Assets and Goodwill | Intangible Assets
Intangible assets are comprised of distributor organizations, trademarks and tradenames, customer relationships and internally developed software. The Company's acquired intangible assets, which are subject to amortization over their estimated useful lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an intangible asset may not be recoverable. An impairment loss is recognized when the carrying amount of an intangible asset exceeds its fair value.
Intangible assets consist of the following (in thousands):
Amortization expense related to intangible assets was approximately $712,000 and $537,000 for the three months ended September 30, 2017 and 2016, respectively. Amortization expense related to intangible assets was approximately $2,047,000 and $1,746,000 for the nine months ended September 30, 2017 and 2016, respectively.
Trade names, which do not have legal, regulatory, contractual, competitive, economic, or other factors that limit the useful lives are considered indefinite lived assets and are not amortized but are tested for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Approximately $2,267,000 in trademarks from business combinations have been identified as having indefinite lives.
Goodwill
Goodwill is recorded as the excess, if any, of the aggregate fair value of consideration exchanged for an acquired business over the fair value (measured as of the acquisition date) of total net tangible and identified intangible assets acquired. In accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 350, “Intangibles — Goodwill and Other”, goodwill and other intangible assets with indefinite lives are not amortized but are tested for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. The Company conducts annual reviews for goodwill and indefinite-lived intangible assets in the fourth quarter or whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable.
The Company first assesses qualitative factors to determine whether it is more likely than not (a likelihood of more than 50%) that goodwill is impaired. After considering the totality of events and circumstances, the Company determines whether it is more likely than not that goodwill is not impaired. If impairment is indicated, then the Company conducts the two-step impairment testing process. The first step compares the Company’s fair value to its net book value. If the fair value is less than the net book value, the second step of the test compares the implied fair value of the Company’s goodwill to its carrying amount. If the carrying amount of goodwill exceeds its implied fair value, the Company would recognize an impairment loss equal to that excess amount. The testing is generally performed at the “reporting unit” level. A reporting unit is the operating segment, or a business one level below that operating segment (referred to as a component) if discrete financial information is prepared and regularly reviewed by management at the component level. The Company has determined that its reporting units for goodwill impairment testing are the Company’s reportable segments. As such, the Company analyzed its goodwill balances separately for the commercial coffee reporting unit and the direct selling reporting unit. The goodwill balance as of September 30, 2017 and December 31, 2016 was $6,323,000. There were no triggering events indicating impairment of goodwill or intangible assets during the three and nine months ended September 30, 2017 and 2016.
Goodwill intangible assets consist of the following (in thousands):
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Debt | Convertible Notes Payable
Our total convertible notes payable as of September 30, 2017 and December 31, 2016, net of debt discount outstanding consisted of the amount set forth in the following table (in thousands):
July 2014 Private Placement
Between July 31, 2014 and September 10, 2014 the Company entered into Note Purchase Agreements (the “Note” or “Notes”) related to its private placement offering (“2014 Private Placement”) with seven accredited investors pursuant to which the Company raised aggregate gross proceeds of $4,750,000 and sold units consisting of five (5) year senior secured convertible Notes in the aggregate principal amount of $4,750,000 that are convertible into 678,568 shares of our Common Stock, at a conversion price of $7.00 per share, and warrants to purchase 929,346 shares of Common Stock at an exercise price of $4.60 per share. The Notes bear interest at a rate of eight percent (8%) per annum and interest is paid quarterly in arrears with all principal and unpaid interest due between July and September 2019. As of September 30, 2017 and December 31, 2016 the principal amount of $4,750,000 remains outstanding.
The Company recorded debt discounts of $4,750,000 related to the beneficial conversion feature of $1,053,000 and $3,697,000 related to the detachable warrants. The beneficial conversion feature discount and the detachable warrants discount are amortized to interest expense over the life of the Notes. As of September 30, 2017 and December 31, 2016 the remaining balance of the debt discounts is approximately $1,741,000 and $2,454,000, respectively. The quarterly amortization of the debt discounts is approximately $238,000 and is recorded as interest expense.
With respect to the aggregate offering, the Company paid $490,000 in expenses including placement agent fees. The issuance costs are amortized to interest expense over the term of the Notes. As of September 30, 2017 and December 31, 2016 the remaining balance of the issuance costs is approximately $180,000 and $253,000, respectively. The quarterly amortization of the issuance costs is approximately $25,000 and is recorded as interest expense.
Unamortized debt discounts and issuance costs are included with convertible notes payable, net of debt discount on the condensed consolidated balance sheets.
November 2015 Private Placement
Between October 13, 2015 and November 25, 2015 the Company entered into Note Purchase Agreements (the “Note” or “Notes”) related to its private placement offering (“November 2015 Private Placement”) with three (3) accredited investors pursuant to which the Company raised cash proceeds of $3,187,500 in the offering and converted $4,000,000 of debt from the Company’s January 2015 Private Placement to this offering in consideration of the sale of aggregate units consisting of three-year senior secured convertible Notes in the aggregate principal amount of $7,187,500, convertible into 1,026,784 shares of Common Stock, at a conversion price of $7.00 per share, subject to adjustment as provided therein; and five-year Warrants exercisable to purchase 479,166 shares of the Company’s common stock at a price per share of $9.00. The Notes bear interest at a rate of eight percent (8%) per annum and interest is paid quarterly in arrears with all principal and unpaid interest due at maturity on October 12, 2018.
In connection with the July 2017 Private Placement, whereby three (3) investors from the November 2015 Private Placement, the Prior Investors, as discussed in the previous paragraph converted their 2015 Notes in aggregate principal amount of $4,200,349 together with accrued interest thereon into new convertible notes for an equal principal amount to the 2017 Private Placement as discussed below. The remaining principal balance in the 2015 Notes is $3,000,000 and related warrants remain outstanding as of September 30, 2017. The Company accounted for the conversion of the notes as an extinguishment in accordance with ASC 470-20 and ASC 470-50.
The Company recorded debt discounts of $309,000 related to the beneficial conversion feature of $15,000 and $294,000 related to the detachable warrants. The beneficial conversion feature discount and the detachable warrants discount are amortized to interest expense over the life of the Notes. During the three and nine months ended September 30, 2017 the Company allocated approximately $75,000 for the remaining proportionate share of the unamortized debt discounts to the extinguished portion of the debt.
As of September 30, 2017 and December 31, 2016 the remaining balances of the debt discounts is approximately $47,000 and $189,000 respectively. The quarterly amortization of the remaining debt discount is approximately $12,000 and is recorded as interest expense.
With respect to the aggregate offering, the Company paid $786,000 in expenses including placement agent fees. The issuance costs are amortized to interest expense over the term of the Notes. During the three and nine months ended September 30, 2017 the Company allocated approximately $190,000 for the remaining proportionate share of the unamortized issuance costs to the extinguished portion of the debt.
As of September 30, 2017 and December 31, 2016 the remaining balances of the issuance cost is approximately $119,000 and $480,000, respectively. The quarterly amortization of the remaining issuance costs is approximately $30,000 and is recorded as interest expense.
In addition the Company issued warrants to the placement agent in connection with the Notes which were valued at approximately $384,000. These warrants were not protected against down-round financing and accordingly, were classified as equity instruments and the corresponding deferred issuance costs are amortized over the term of the Notes. During the three and nine months ended September 30, 2017 the Company allocated approximately $93,000 for the remaining proportionate share of the unamortized issuance costs to the extinguished portion of the debt.
As of September 30, 2017 and December 31, 2016, the remaining balance of the warrant issuance cost is approximately $58,000 and $235,000, respectively. The quarterly amortization of the remaining warrant issuance costs is approximately $15,000 and is recorded as interest expense.
The Company recorded a non-cash extinguishment loss on debt of $308,000 in the current quarter ended September 30, 2017 as a result of the repayment of $4,200,349 in notes including accrued interest to the three investors from the November 2015 Private Placement through issuance of a new July 2017 Note. This loss represents the difference between the reacquisition value of the new debt to the holders of the notes and the carrying amount of the holders’ extinguished debt.
July 2017 Private Placement
During July and August 2017, the Company entered into note purchase agreements with accredited investors in a private placement offering (the “2017 Private Placement”) pursuant to which the Company sold notes in the aggregate principal amount of $3,054,000, convertible into 663,913 shares of the Company’s common stock, at a conversion price of $4.60 per share, subject to adjustment (the “2017 Notes), and three-year warrants to purchase 331,957 shares of the Company’s common stock at an exercise price of $5.56 (“2017 Warrants”), for gross cash proceeds of $3,054,000.
In addition, concurrent with the 2017 Private Placement, three investors in the Company’s 2015 Private Placement, exchanged their notes purchased in that offering, in the aggregate principal amount of $4,200,349, together with accrued interest thereon, and warrants to purchase an aggregate of 279,166 shares of the Company’s common stock at $9.00 per share for 2017 Notes in the aggregate principal amount of $4,200,349 and 2017 Warrants to purchase an aggregate of 638,625 shares of the Company’s common stock at $5.56 per share.
The 2017 Notes mature on July 28, 2020 and bear interest at a rate of eight percent (8%) per annum. The Company has the right to prepay the 2017 Notes at any time after the one-year anniversary date of the issuance of the 2017 Notes at a rate equal to 110% of the then outstanding principal balance and accrued interest. The 2017 Notes automatically convert to common stock if, prior to the maturity date, the Company sells common stock, preferred stock or other equity-linked securities with aggregate gross proceeds of no less than $3,000,000 for the purpose of raising capital. The 2017 Notes provide for full ratchet price protection on the conversion price for a period of nine months after their issuance and subject to adjustments.
The Company's use of the proceeds from the 2017 Private Placement was for working capital purposes. As of September 30, 2017 the aggregate principal amount of $7,254,000 remains outstanding.
For twelve (12) months following the closing, the investors in the 2017 Private Placement have the right to participate in any future equity financings by the Company including the Offering, up to their pro rata share of the maximum Offering amount in the aggregate.
The Company paid a placement fee of $321,248, issued the placement agent three-year warrants to purchase 179,131 shares of the Company’s common stock at an exercise price of $5.56 per share, and issued the placement agent 22,680 shares of the Company’s common stock.
Upon issuance of the 2017 Notes, the Company recognized an aggregate debt discount of approximately $2,565,000, resulting from the allocated portion of issuance costs to the 2017 Notes and to the allocation of offering proceeds to the separable warrant liabilities, and to the bifurcated embedded conversion option. See Notes 7 & 8 below.
The Company recorded $1,931,000 of debt discounts which included an embedded conversion feature of $330,000 and $1,601,000 related to the detachable warrants. The embedded conversion feature discount and the detachable warrants discount are amortized to interest expense over the life of the Notes. During the three and nine months ended September 30, 2017 the Company recorded $107,000 of amortization related to the debt discounts. The quarterly amortization of the debt discounts is approximately $160,000. As of September 30, 2017 the remaining balance of the unamortized debt discount is approximately $1,824,000
With respect to the aggregate offering, the Company paid $634,000 in issuance costs. The issuance costs are amortized to interest expense over the term of the Notes. During the three and nine months ended September 30, 2017 the Company recorded $36,000 amortization related to the issuance costs. The quarterly amortization of the issuance costs is approximately $53,000 and is recorded as interest expense. As of September 30, 2017 the remaining balance of the unamortized issuance cost is approximately $599,000.
In connection with the 2017 Private Placement, the Company also entered into the “Registration Rights Agreement” with the investors in the 2017 Private Placement. The Registration Rights Agreement requires that we file a registration statement (the “Registration Statement”) with the Securities and Exchange Commission within ninety (90) days of the final closing date of the Private Placement for the resale by the investors of all of the shares Common Stock underlying the senior convertible notes and warrants and all shares of Common Stock issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect thereto (the “Registrable Securities”) and that the Initial Registration Statement be declared effective by the SEC within 180 days of the final closing date of the 2017 Private Placement or if the registration statement is reviewed by the SEC 210 days after the final closing date or the 2017 Private Placement. Upon the occurrence of certain events (each an “Event”), the Company will be required to pay to the investors liquidated damages of 1.0% of their respective aggregate purchase price upon the date of the Event and then monthly thereafter until the Event is cured. In no event may the aggregate amount of liquidated damages payable to each of the investors exceed in the aggregate 10% of the aggregate purchase price paid by such investor for the Registrable Securities. The Registration Statement was declared effective on September 27, 2017.
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Derivative Liability |
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Derivative Liability | The Company recognizes and measures the warrants and the embedded conversion features issued in conjunction with our July 2017, November 2015, and July 2014 Private Placements in accordance with ASC Topic 815, Derivatives and Hedging. The accounting guidance sets forth a two-step model to be applied in determining whether a financial instrument is indexed to an entity’s own stock, which would qualify such financial instruments for a scope exception. This scope exception specifies that a contract that would otherwise meet the definition of a derivative financial instrument would not be considered as such if the contract is both (i) indexed to the entity’s own stock and (ii) classified in the stockholders’ equity section of the entity’s balance sheet. The Company determined that certain warrants and embedded conversion features issued in our private placements are ineligible for equity classification due to anti-dilution provisions set forth therein.
Derivative liabilities are recorded at their estimated fair value (see Note 8, below) at the issuance date and are revalued at each subsequent reporting date. The Company will continue to revalue the derivative liability on each subsequent balance sheet date until the securities to which the derivative liabilities relate are exercised or expire.
Various factors are considered in the pricing models the Company uses to value the derivative liabilities, including its current stock price, the remaining life, the volatility of its stock price, and the risk free interest rate. Future changes in these factors may have a significant impact on the computed fair value of the liability. As such, the Company expects future changes in the fair values to continue and may vary significantly from period to period. The warrant and embedded liability and revaluations have not had a cash impact on our working capital, liquidity or business operations.
Warrants
In July and August of 2017, the Company issued 1,149,712 three-year warrants to investors and the placement agent in the 2017 Private Placement. The exercise price of the warrants is protected against down-round financing throughout the term of the warrant. Pursuant to ASC Topic 815, the fair value of the warrants of approximately $2,334,000 was recorded as a derivative liability on the issuance dates. The estimated fair values of the warrants were computed at issuance using a Monte Carlo option pricing model, with the following assumptions: stock price volatility 63.32%, risk-free rate 1.51%, annual dividend yield 0% and expected life 3.0 years.
Increases or decreases in fair value of the derivative liability are included as a component of total other expense in the accompanying condensed consolidated statements of operations for the respective period. The changes to the derivative liability for warrants resulted in a decrease to the liability of approximately $1,519,000 for the three months ended September 30, 2017 compared to decrease in the liability of approximately $369,000 for the three months ended September 30, 2016. For the nine months ended September 30, 2017 the liability decreased by approximately $788,000 compared to a decrease of approximately $535,000 for the nine months ended September 30, 2016.
The estimated fair value of the outstanding warrant liabilities was $4,128,000 and $3,345,000 as of September 30, 2017 and December 31, 2016, respectively.
The Company did not revalue the warrants associated with the July 2017 Private Placement as of September 30, 2017 as the change in the fair value would be insignificant.
The estimated fair value of the warrants were computed as of September 30, 2017 and as of December 31, 2016 using Black-Scholes and Monte Carlo option pricing models, using the following assumptions:
In addition, management assessed the probabilities of future financing assumptions in the valuation models.
Embedded Conversion Derivatives
Upon issuance of the 2017 Notes, the Company recorded a derivative for the embedded conversion option. The Company estimated the fair value of the embedded conversion option, as of the issuance date using a Monte Carlo simulation. The analysis utilized in calculating the embedded derivative upon issuance was calculated using the following assumptions:
The fair value estimate of the embedded conversion option is a Level 3 measurement. The roll-forward of the Level 3 fair value measurement, for the nine months ended September 30, 2017, is as follows (in thousands):
The Company did not revalue the embedded conversion liability associated with the July 2017 Private Placement as of September 30, 2017 as the change in the fair value would be insignificant.
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Fair Value of Financial Instruments |
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Fair Value of Financial Instruments | Fair value measurements are performed in accordance with the guidance provided by ASC Topic 820, “Fair Value Measurements and Disclosures.” ASC Topic 820 defines fair value as the price that would be received from selling an asset, or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or parameters are not available, valuation models are applied.
ASC Topic 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities recorded at fair value in the financial statements are categorized based upon the hierarchy of levels of judgment associated with the inputs used to measure their fair value. Hierarchical levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:
Level 1 – Quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.
Level 2 – Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3 – Unobservable inputs that are supportable by little or no market activity and that are significant to the fair value of the asset or liability.
The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, capital lease obligations and deferred revenue approximate their fair values based on their short-term nature. The carrying amount of the Company’s long term notes payable approximates its fair value based on interest rates available to the Company for similar debt instruments and similar remaining maturities.
The estimated fair value of the contingent consideration related to the Company's business combinations is recorded using significant unobservable measures and other fair value inputs and is therefore classified as a Level 3 financial instrument.
In connection with the Company’s Private Placements, the Company issued warrants to purchase shares of its Common Stock and recorded embedded conversion features which are accounted for as derivative liabilities (see Note 7 above.) The estimated fair value of the derivatives is recorded using significant unobservable measures and other fair value inputs and is therefore classified as a Level 3 financial instrument.
The following table details the fair value measurement within the fair value hierarchy of the Company’s financial instruments, which includes the Level 3 liabilities (in thousands):
The fair value of the contingent acquisition liabilities are evaluated each reporting period using projected revenues, discount rates, and projected timing of revenues. Projected contingent payment amounts are discounted back to the current period using a discount rate. Projected revenues are based on the Company’s most recent internal operational budgets and long-range strategic plans. Increases in projected revenues will result in higher fair value measurements. Increases in discount rates and the time to payment will result in lower fair value measurements. Increases (decreases) in any of those inputs in isolation may result in a significantly lower (higher) fair value measurement. During the three and nine months ended September 30, 2017 the net adjustment to the fair value of the contingent acquisition debt was a decrease of $340,000 and $1,020,000, respectively. During the three and nine months ended September 30, 2016 the net adjustment to the fair value of the contingent acquisition debt was a decrease of $315,000 and a decrease of $1,185,000, respectively.
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Stockholders' Equity | The Company’s Articles of Incorporation, as amended, authorize the issuance of two classes of stock to be designated “Common Stock” and “Preferred Stock”.
Common Stock
On May 31, 2017, the Board of Directors of the Company authorized a reverse stock split in order to meet certain criteria in preparation for the Company’s uplisting on the NASDAQ Capital Market.
On June 5, 2017, the Company filed a certificate of amendment to the Company’s Articles of Incorporation with the Secretary of State of the State of Delaware to effect a one-for-twenty reverse stock split of the Company’s issued and outstanding common stock. As a result of the Reverse Split, every twenty shares of the Company issued and outstanding common stock were automatically combined and reclassified into one share of the Company’s common stock. The Reverse Split affected all issued and outstanding shares of common stock, as well as common stock underlying stock options, warrants outstanding, including common stock equivalents issuable under convertible notes and preferred shares. No fractional shares were issued in connection with the Reverse Split. Stockholders who would otherwise hold a fractional share of common stock will receive cash payment for the fractional share.
The Reverse Split became effective on June 7, 2017. All disclosures of shares and per share data in these condensed consolidated financial statements and related notes have been retroactively adjusted to reflect the Reverse Split for all periods presented.
The total number of authorized shares of common stock was reduced from 600,000,000 to 50,000,000. The total number of shares of stock which the Company has authority to issue is 50,000,000 shares of common stock, par value $.001 per share and 5,000,000 shares of preferred stock, par value $.001 per share, of which 161,135 shares have been designated as Series A convertible preferred stock, par value $.001 per share (“Series A Convertible Preferred”).
As of September 30, 2017, and December 31, 2016 there were 19,723,285 and 19,634,345 shares of Common Stock outstanding, respectively. The holders of the Common Stock are entitled to one vote for each share held at all meetings of stockholders (and written actions in lieu of meetings).
Convertible Preferred Stock
The Company had 161,135 shares of Series A Convertible Preferred Stock outstanding as of September 30, 2017 and December 31, 2016, and accrued dividends of approximately $121,000 and $112,000, respectively. The holders of the Series A Convertible Preferred Stock are entitled to receive a cumulative dividend at a rate of 8.0% per year, payable annually either in cash or shares of the Company's Common Stock at the Company's election. Shares of Common Stock paid as accrued dividends are valued at $10.00 per share. Each share of Series A Convertible Preferred is convertible into two shares of the Company's Common Stock. The holders of Series A Convertible Preferred are entitled to receive payments upon liquidation, dissolution or winding up of the Company before any amount is paid to the holders of Common Stock. The holders of Series A Convertible Preferred have no voting rights, except as required by law.
Repurchase of Common Stock
On December 11, 2012, the Company authorized a share repurchase program to repurchase up to 750,000 of the Company's issued and outstanding shares of Common Stock from time to time on the open market or via private transactions through block trades. A total of 196,594 shares have been repurchased to-date as of September 30, 2017 at a weighted-average cost of $5.30. There were no repurchases during the nine months ended September 30, 2017. The remaining number of shares authorized for repurchase under the plan as of September 30, 2017 is 553,406.
Advisory Agreements
ProActive Capital Resources Group, LLC. On September 1, 2015, the Company entered into an agreement with ProActive Capital Resources Group, LLC (“PCG”), pursuant to which PCG agreed to provide investor relations services for six (6) months in exchange for fees paid in cash of $6,000 per month and 5,000 shares of restricted common stock to be issued upon successfully meeting certain criteria in accordance with the agreement. Subsequent to September 1, 2015 this agreement has been extended under the same terms with the monthly cash payment remaining at $6,000 per month and 5,000 shares of restricted common stock for every six (6) months of service performed.
As of September 30, 2017, the Company has issued 15,000 shares of restricted common stock in connection with this agreement and accrued for the estimated per share value on each subsequent six (6) month periods based on the price of Company’s common stock at each respective date. As of September 30, 2017, the Company has accrued for 10,000 shares of restricted stock that have been earned and not issued. The fair value of the shares to be issued are recorded as prepaid advisory fees and are included in prepaid expenses and other current assets on the Company’s condensed consolidated balance sheets and is amortized on a pro-rata basis over the term of the respective periods. During the three months ended September 30, 2017 and 2016, the Company recorded expense of approximately $14,000 and $15,000, respectively and $42,000 and $46,000, during the nine months ended September 30, 2017 and 2016, respectively, in connection with amortization of the stock issuance.
Warrants
As of September 30, 2017, warrants to purchase 2,710,066 shares of the Company's common stock at prices ranging from $2.00 to $10.00 were outstanding. All warrants are exercisable as of September 30, 2017 and expire at various dates through November 2020 and have a weighted average remaining term of approximately 2.37 years and are included in the table below as of September 30, 2017.
Warrants – Private Placement
During the three months ended September 30, 2017, the Company issued warrants through a Private Placement, to purchase 1,149,712 shares of its common stock, exercisable at $5.56 per share, respectively, and expire between July 2020 and August 2020. (See Note 6, above.)
Warrants – Other Issuance
In May 2017, the Company entered a settlement agreement with Alain Piedra Hernandez, one of the owners of H&H and the operating manager of Siles, who was issued a non-qualified stock option for the purchase of 75,000 shares of the Company’s Common Stock at a price of $2.00 with an expiration date of three years, in lieu of an obligation due from the Company to H&H as relates to a Sourcing and Supply Agreement with H&H. During the three months ended September 30, 2017 the Company cancelled the non-qualified stock option and issued a warrant agreement with the same terms. The fair value of the warrant was $232,000 and was recorded in general and administrative in the condensed consolidated statements of operations.
There was no financial impact change in the valuation related to the cancellation of the option and the issuance of the warrant. As of September 30, 2017 the warrant remains outstanding.
During the nine months ended September 30, 2017, the Company issued a warrant as compensation to an associated Youngevity distributor to purchase 37,500 shares of the Company’s Common Stock at a price of $4.66 with an expiration date of three years. The warrant was exercised on a cashless basis and 21,875 shares of common stock were issued during the three months ended September 30, 2017. The fair value of the warrant was $109,000 and was recorded in distributor compensation in the condensed consolidated statements of operations.
The Company uses the Black-Scholes option-pricing model (“Black-Scholes model”) to estimate the fair value of the warrants.
A summary of the warrant activity for the nine months ended September 30, 2017 is presented in the following table:
Stock Options
On May 16, 2012, the Company established the 2012 Stock Option Plan (“Plan”) authorizing the granting of options for up to 2,000,000 shares of Common Stock. On February 23, 2017, the Company’s board of directors received the approval of our stockholders, to amend the 2012 Stock Option Plan (“Plan”) to increase the number of shares of common stock available for grant and to expand the types of awards available for grant under the Plan. The amendment of the Plan increased the number of authorized shares of the Company’s common stock that may be delivered pursuant to awards granted during the life of the plan from 2,000,000 to 4,000,000 shares.
The purpose of the Plan is to promote the long-term growth and profitability of the Company by (i) providing key people and consultants with incentives to improve stockholder value and to contribute to the growth and financial success of the Company and (ii) enabling the Company to attract, retain and reward the best available persons for positions of substantial responsibility. The Plan allows for the grant of: (a) incentive stock options; (b) nonqualified stock options; (c) stock appreciation rights; (d) restricted stock; and (e) other stock-based and cash-based awards to eligible individuals qualifying under Section 422 of the Internal Revenue Code, in any combination (collectively, “Options”). At September 30, 2017, the Company had 1,874,380 shares of Common Stock available for issuance under the Plan.
A summary of the Plan stock option activity for the nine months ended September 30, 2017 is presented in the following table:
The weighted-average fair value per share of the granted options for the nine months ended September 30, 2017 and 2016 was approximately $3.05 and $1.80, respectively.
Stock based compensation expense included in the condensed consolidated statements of operations was a credit of $46,000 and $166,000 for the three months ended September 30, 2017 and 2016, respectively, and $440,000 and $292,000 for the nine months ended September 30, 2017 and 2016, respectively.
As of September 30, 2017, there was approximately $1,702,000 of total unrecognized compensation expense related to unvested stock options granted under the Plan. The expense is expected to be recognized over a weighted-average period of 3.68 years.
The Company uses the Black-Scholes option-pricing model (“Black-Scholes model”) to estimate the fair value of stock options. The use of a valuation model requires the Company to make certain assumptions with respect to selected model inputs. Expected volatility is calculated based on the historical volatility of the Company’s stock price over the expected term of the option. The expected life is based on the contractual life of the option and expected employee exercise and post-vesting employment termination behavior. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life assumed at the date of the grant.
Restricted Stock Units
On August 9, 2017, the Company issued restricted stock units for an aggregate of 500,000 shares of common stock, to its employees, board members and consultants. These shares of common stock will be issued upon vesting of the restricted stock units. Vesting occurs on the sixth year anniversary of the grant date, over a six-year period, with 10% vesting on the third-year, 15% on the fourth-year, 50% on the fifth-year and 25% on the sixth-year anniversary of the vesting commencement date.
The fair value of each restricted stock unit is based on the closing price on the grant date, and is recognized as stock based compensation expense over the vesting term of the award. Restricted stock based compensation expense included in the condensed consolidated statements of operations was $32,000 for the three and nine months ended September 30, 2017.
As of September 30, 2017, total unrecognized stock-based compensation expense related to restricted stock units was approximately $1,309,000 which will be recognized over a weighted average period of 5.86 years.
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Segment and Geographical Information |
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Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment and Geographical Information | The Company is a leading omni-direct lifestyle company offering a hybrid of the direct selling business model that also offers e-commerce and the power of social selling. Assembling a virtual Main Street of products and services under one corporate entity, Youngevity offers products from top selling retail categories: health/nutrition, home/family, food/beverage (including coffee), spa/beauty, apparel/jewelry, as well as innovative services. The Company operates in two segments: the direct selling segment where products are offered through a global distribution network of preferred customers and distributors and the commercial coffee segment where roasted and green coffee bean products are sold directly to businesses.
The Company’s segments reflect the manner in which the business is managed and how the Company allocates resources and assesses performance. The Company’s chief operating decision maker is the Chief Executive Officer. The Company’s chief operating decision maker evaluates segment performance primarily based on revenue and segment operating income. The principal measures and factors the Company considered in determining the number of reportable segments were revenue, gross margin percentage, sales channel, customer type and competitive risks. In addition, each reporting segment has similar products and customers, similar methods of marketing and distribution and a similar regulatory environment.
The accounting policies of the segments are consistent with those described in the summary of significant accounting policies. Segment revenue excludes intercompany revenue eliminated in the consolidation. The following tables present certain financial information for each segment (in thousands):
Total tangible assets, net located outside the United States were approximately $5.3 million and $5.4 million as of September 30, 2017 and December 31, 2016, respectively.
The Company conducts its operations primarily in the United States. For the three months ended September 30, 2017 and 2016 approximately 12% and 9%, respectively, of the Company’s sales were derived from sales outside the United States. For the nine months ended September 30, 2017 and 2016 approximately 11% and 9%, respectively, of the Company’s sales were derived from sales outside the United States.
The following table displays revenues attributable to the geographic location of the customer (in thousands):
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Subsequent Events |
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Subsequent Events [Abstract] | |
Subsequent Events | None. |
Basis of Presentation and Description of Business (Policies) |
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Basis Of Presentation And Description Of Business Policies | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, certain information and footnote disclosures, normally included in financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted pursuant to such rules and regulations.
The statements presented as of September 30, 2017 and for the three and nine months ended September 30, 2017 and 2016 are unaudited. In the opinion of management, these financial statements reflect all normal recurring and other adjustments necessary for a fair presentation, and to make the financial statements not misleading. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Form 10-K/A for the year ended December 31, 2016. The results for interim periods are not necessarily indicative of the results for the entire year.
Youngevity International, Inc. (the “Company”) consolidates all wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
Certain reclassifications have been made to conform to the current year presentations including the Company’s adoption of Accounting Standards Update (“ASU”) 2015-17 pertaining to the presentation of deferred tax assets and liabilities as noncurrent with retrospective application effective January 1, 2017. This resulted in a reclassification from deferred tax assets, net current to deferred tax assets, net long-term. These reclassifications did not affect revenue, total costs and expenses, income (loss) from operations, or net income (loss). The adoption of ASU No. 2015-17 resulted in a reclassification of deferred tax assets, net current of $565,000 to deferred tax assets, net long-term on the Company’s consolidated financial statements as of December 31, 2016.
As previously reported on the Annual Report on Form 10-K/A for the year ended December 31, 2016 filed with the Securities and Exchange Commission on August 14, 2017, the Company restated the interim Consolidated Statement of Cash Flows for the quarter ended September 30, 2016 previously filed by the Company in its quarterly report on Form 10-Q for the same period. This was due to an error in the presentation of cash flow activity under the Company’s factoring facility. This quarterly report for the quarter ended September 30, 2017 reflects the restated numbers for the nine months ended September 30, 2016. |
Nature of Business | The Company, founded in 1996, develops and distributes health and nutrition related products through its global independent direct selling network, also known as multi-level marketing, and sells coffee products to commercial customers. The Company operates in two business segments, its direct selling segment where products are offered through a global distribution network of preferred customers and distributors and its commercial coffee segment where products are sold directly to businesses. In the following text, the terms “we,” “our,” and “us” may refer, as the context requires, to the Company or collectively to the Company and its subsidiaries.
The Company operates through the following domestic wholly-owned subsidiaries: AL Global Corporation, which operates its direct selling networks, CLR Roasters, LLC (“CLR”), its commercial coffee business, 2400 Boswell LLC, MK Collaborative LLC, Youngevity Global LLC and the wholly-owned foreign subsidiaries Youngevity Australia Pty. Ltd., Youngevity NZ, Ltd., Siles Plantation Family Group S.A. (“Siles”), located in Nicaragua, Youngevity Mexico S.A. de CV, Youngevity Israel, Ltd., Youngevity Russia, LLC, Youngevity Colombia S.A.S, Youngevity International Singapore Pte. Ltd., Mialisia Canada, Inc., Legacy for Life Limited (Hong Kong). The Company also operates through the BellaVita Group LLC, with operations in; Taiwan, Hong Kong, Singapore, Indonesia, Malaysia and Japan.
The Company also operates subsidiary branches of Youngevity Global LLC in the Philippines and Taiwan. |
Reverse Stock Split | On June 5, 2017, the Company filed a certificate to amend its Articles of Incorporation to effect a reverse split on a one-for-twenty basis (the “Reverse Split”), whereby, every twenty shares of the Company’s common stock, par value $0.001 per share (the “Common Stock or “common stock”), were exchanged for one share of its common stock. The Reverse Split became effective on June 7, 2017. All common stock share and per share amounts have been adjusted to reflect retrospective application of the Reverse Split, unless otherwise indicated. The Common Stock began trading on a reverse split basis at the market opening on June 8, 2017. |
NASDAQ Listing | Effective June 21, 2017, the Common Stock began trading on the NASDAQ Stock Market LLC’s NASDAQ Capital Market, under the symbol “YGYI”. Prior to the Company’s uplisting to NASDAQ, the Company’s common stock had been traded on the OTCQX market. |
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense for each reporting period. Estimates are used in accounting for, among other things, allowances for doubtful accounts, deferred taxes, and related valuation allowances, fair value of derivative liabilities, uncertain tax positions, loss contingencies, fair value of options granted under our stock based compensation plan, fair value of assets and liabilities acquired in business combinations, capital leases, asset impairments, estimates of future cash flows used to evaluate impairments, useful lives of property, equipment and intangible assets, value of contingent acquisition debt, inventory obsolescence, and sales returns.
Actual results may differ from previously estimated amounts and such differences may be material to the condensed consolidated financial statements. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected prospectively in the period they occur. |
Liquidity | The accompanying condensed consolidated financial statements have been prepared and presented on a basis assuming the Company will continue as a going concern. The Company has sustained significant operating losses for the nine months ended September 30, 2017 of $4,893,000, compared to operating income in the prior year of $3,263,000. The losses in the current year were primarily due to lower than anticipated revenues, increases in legal fees, distributor events and sales and marketing costs. Net cash used in operating activities was $1,783,000 in the current year. Based on its current cash levels and its current rate of cash requirements, the Company will need to raise additional capital and will need to significantly reduce its expenses from current levels to be able to continue as a going concern.
The Company has already commenced the process to increase its Crestmark line of credit during the fourth quarter of this year and the Company is considering multiple alternatives, including, but not limited to, additional equity financings and debt financings. Depending on market conditions, we cannot be sure that additional capital will be available when needed or that, if available, it will be obtained on terms favorable to us or to our stockholders.
The Company believes that legal fees will decrease in the future from the levels spent in the current year. Furthermore, the Company expects to get reimbursements from its insurance company for legal fees already incurred. The Company expects costs related to distributor events will decrease next year from current year levels as its costs in the current year were unusually high due to the twentieth anniversary convention held in Dallas in August and one-time events held at the beginning of the year to stabilize the sales force due to the departure of the previous president and high-level sales management and distributors. The Company anticipates revenues to start growing again and it intends to make necessary cost reductions related to international programs that are not performing and also reduce non-essential expenses.
Failure to raise additional funds from the issuance of equity securities and failure to implement cost reductions could adversely affect the Company’s ability to operate as a going concern. The financial statements do not include any adjustments that might be necessary from the outcome of this uncertainty. |
Cash and Cash Equivalents | The Company considers only its monetary liquid assets with original maturities of three months or less as cash and cash equivalents. |
Earnings Per Share | Basic earnings (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to common stockholders by the sum of the weighted-average number of common shares outstanding during the period and the weighted-average number of dilutive common share equivalents outstanding during the period, using the treasury stock method. Dilutive common share equivalents are comprised of in-the-money stock options, warrants and convertible preferred stock and common stock associated with the Company's convertible notes based on the average stock price for each period using the treasury stock method.
Since the Company incurred a loss for the three and nine months ended September 30, 2017, 7,506,283 common share equivalents were not included in the weighted-average calculations since their effect would have been anti-dilutive.
The incremental dilutive common share equivalents for the three and nine months ended September 30, 2016 were 392,720 and 374,563, respectively.
Income and loss per share amounts and weighted average shares outstanding for all periods have been retroactively adjusted to reflect the Company’s 1-for-20 Reverse Split, which was effective June 7, 2017. |
Stock Based Compensation | The Company accounts for stock based compensation in accordance with ASC Topic 718, “Compensation – Stock Compensation,” which establishes accounting for equity instruments exchanged for employee services. Under such provisions, stock based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense, under the straight-line method, over the vesting period of the equity grant.
The Company accounts for equity instruments issued to non-employees in accordance with authoritative guidance for equity based payments to non-employees. Stock options issued to non-employees are accounted for at their estimated fair value, determined using the Black-Scholes option-pricing model. The fair value of options granted to non-employees is re-measured as they vest, and the resulting increase in value, if any, is recognized as expense during the period the related services are rendered. |
Factoring Agreement | The Company has a factoring agreement (“Factoring Agreement”) with Crestmark Bank (“Crestmark”) related to the Company’s accounts receivable resulting from sales of certain products within its commercial coffee segment. Effective May 1, 2016, the Company entered into a third amendment to the factoring agreement (“Agreement”). Under the terms of the Agreement, all new receivables assigned to Crestmark shall be “Client Risk Receivables” and no further credit approvals will be provided by Crestmark. Additionally, the Agreement expands the factoring facility to include advanced borrowings against eligible inventory up to 50% of landed cost of finished goods inventory that meet certain criteria, not to exceed the lesser of $1,000,000 or 85% of the value of the accounts receivables already advanced with a maximum overall borrowing of $3,000,000. Interest accrues on the outstanding balance and a factoring commission is charged for each invoice factored which is calculated as the greater of $5.00 or 0.75% to 0.875% of the gross invoice amount and is recorded as interest expense. In addition, the Company and the Company’s CEO, Mr. Wallach have entered into a Guaranty and Security Agreement with Crestmark Bank guaranteeing payments in the event that CLR were to default. This Agreement is effective until February 1, 2019.
The Company accounts for the sale of receivables under the Factoring Agreement as secured borrowings with a pledge of the subject inventories and receivables as well as all bank deposits as collateral, in accordance with the authoritative guidance for accounting for transfers and servicing of financial assets and extinguishments of liabilities. The caption “Accounts receivable, due from factoring company” on the accompanying condensed consolidated balance sheets in the amount of approximately $3,088,000 and $1,078,000 as of September 30, 2017 and December 31, 2016, respectively, reflects the related collateralized accounts.
The Company's outstanding liability related to the Factoring Agreement was approximately $3,014,000 and $1,290,000 as of September 30, 2017 and December 31, 2016, respectively, and is included in other current liabilities on the condensed consolidated balance sheets. |
Plantation Costs | The Company’s commercial coffee segment CLR includes the results of the Siles Plantation Family Group (“Siles”), which is a 500 acre coffee plantation and a dry-processing facility located on 26 acres both located in Matagalpa, Nicaragua. Siles is a wholly-owned subsidiary of CLR, and the results of CLR include the depreciation and amortization of capitalized costs, development and maintenance and harvesting costs of Siles. In accordance with US generally accepted accounting principles (“GAAP”), plantation maintenance and harvesting costs for commercially producing coffee farms are charged against earnings when sold. Deferred harvest costs accumulate throughout the year, and are expensed over the remainder of the year as the coffee is sold. The difference between actual harvest costs incurred and the amount of harvest costs recognized as expense is recorded as either an increase or decrease in deferred harvest costs, which is reported as an asset and included with prepaid expenses and other current assets in the condensed consolidated balance sheets. Once the harvest is complete, the harvest cost is then recognized as the inventory value.
As of December 31, 2016, the inventory related to the 2016 harvest was $112,000. As of September 30, 2017, all previously harvested coffee from the 2016 harvest had been sold.
In April 2017, the Company completed the 2017 harvest in Nicaragua and approximately $552,000 of deferred harvest costs were reclassified as inventory during the quarter ended June 30, 2017. The remaining inventory as of September 30, 2017 is $361,000.
Costs associated with the 2018 harvest as of September 30, 2017 total approximately $200,000 and are included in prepaid expenses and other current assets as deferred harvest costs on the Company’s condensed consolidated balance sheets. |
Related Party Transactions | Richard Renton
Richard Renton is a member of the Board of Directors and owns and operates with his wife Roxanna Renton, Northwest Nutraceuticals, Inc., a supplier of certain inventory items sold by the Company. The Company made purchases of approximately $61,000 and $33,000 from Northwest Nutraceuticals Inc., for the three months ended September 30, 2017 and 2016, respectively, and $142,000 and $83,000 for the nine months ended September 30, 2017 and 2016, respectively. In addition, Mr. Renton and his wife are distributors of the Company and can earn commissions on product sales.
Hernandez, Hernandez, Export Y Company
The Company’s coffee segment, CLR, is associated with Hernandez, Hernandez, Export Y Company (“H&H”), a Nicaragua company, through sourcing arrangements to procure Nicaraguan green coffee beans and in March 2014 as part of the Siles acquisition, CLR engaged the owners of H&H as employees to manage Siles. The Company made purchases of approximately $3,533,000 and $2,700,000 from this supplier for the three months ended September 30, 2017 and 2016, respectively and $8,707,000 and $7,400,000 for the nine months ended September 30, 2017 and 2016, respectively.
In addition, CLR sold approximately $2,387,000 and $0 for the three months ended September 30, 2017 and 2016, respectively and $3,934,000 and $2,200,000 for the nine months ended September 30, 2017 and 2016, respectively, of green coffee beans to H&H Coffee Group Export, a Florida based company which is affiliated with H&H.
In March 2017, the Company entered a settlement agreement and release with H&H Coffee Group Export pursuant to which it was agreed that $150,000 owed to H&H Coffee Group Export for services that had been rendered would be settled by the issuance of Common Stock. In May 2017, the Company issued to H&H Coffee Group Export 27,500 shares of Common Stock in accordance with this agreement.
In May 2017, the Company entered a settlement agreement with Alain Piedra Hernandez, one of the owners of H&H and the operating manager of Siles, who was issued a non-qualified stock option for the purchase of 75,000 shares of the Company’s Common Stock at a price of $2.00 with an expiration date of three years, in lieu of an obligation due from the Company to H&H as relates to a Sourcing and Supply Agreement with H&H. During the three months ended September 30, 2017 the Company replaced the non-qualified stock option and issued a warrant agreement with the same terms. There was no financial impact related to the cancellation of the option and the issuance of the warrant. As of September 30, 2017 the warrant remains outstanding.
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Revenue Recognition | The Company recognizes revenue from product sales when the following four criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable, and collectability is reasonably assured. The Company ships the majority of its direct selling segment products directly to the distributors primarily via UPS, USPS or FedEx and receives substantially all payments for these sales in the form of credit card transactions. The Company regularly monitors its use of credit card or merchant services to ensure that its financial risk related to credit quality and credit concentrations is actively managed. Revenue is recognized upon passage of title and risk of loss to customers when product is shipped from the fulfillment facility. The Company ships the majority of its coffee segment products via common carrier and invoices its customer for the products. Revenue is recognized when the title and risk of loss is passed to the customer under the terms of the shipping arrangement, typically, FOB shipping point.
Sales revenue and a reserve for estimated returns are recorded net of sales tax when product is shipped. |
Deferred Revenues and Costs | Deferred revenues relate primarily to the Heritage Makers product line and represent the Company’s obligation for points purchased by customers that have not yet been redeemed for product. Cash received for points sold is recorded as deferred revenue. Revenue is recognized when customers redeem the points and the product is shipped. As of September 30, 2017 and December 31, 2016, the balance in deferred revenues was approximately $1,999,000 and $1,870,000 respectively, of which the portion attributable to Heritage Makers was approximately $1,800,000 and $1,662,000, respectively. The remaining balance of approximately $199,000 and $208,000 as of September 30, 2017 and December 31, 2016, related primarily to the Company’s 2018 and 2017 conventions, respectively, whereby attendees pre-enroll in the events and the Company does not recognize this revenue until the conventions occur.
Deferred costs relate to Heritage Makers prepaid commissions that are recognized in expense at the time the related revenue is recognized. As of September 30, 2017 and December 31, 2016, the balance in deferred costs was approximately $414,000 and $415,000 respectively, and was included in prepaid expenses and current assets. |
Commitments and Contingencies | We are, from time to time, the subject of claims and suits arising out of matters occurring during the operation of our business. We are not presently party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition or cash flows. Regardless of the outcome, current legal proceedings are having an adverse impact on us because of litigation costs, diversion of management resources and other factors. |
Recently Issued Accounting Pronouncements | In January 2017, the FASB issued Accounting Standard Update (“ASU”) No. 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This ASU simplifies the test for goodwill impairment by removing Step 2 from the goodwill impairment test. Companies will now perform the goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value not to exceed the total amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The amendments in this update are effective for goodwill impairment tests in fiscal years beginning after December 15, 2019, with early adoption permitted for goodwill impairment tests performed after January 1, 2017. The Company is evaluating the potential impact of this adoption on its consolidated financial statements.
In October 2016, the FASB issued ASU 2016-17, Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control. This standard amends the guidance issued with ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis in order to make it less likely that a single decision maker would individually meet the characteristics to be the primary beneficiary of a Variable Interest Entity ("VIE"). When a decision maker or service provider considers indirect interests held through related parties under common control, they perform two steps. The second step was amended with this ASU to say that the decision maker should consider interests held by these related parties on a proportionate basis when determining the primary beneficiary of the VIE rather than in their entirety as was called for in the previous guidance. This ASU was effective for fiscal years beginning after December 15, 2016, and early adoption was not permitted. The Company adopted ASU 2016-17 effective the quarter ended March 31, 2017. The adoption of ASU 2016-17 did not have a significant impact on its consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The standard requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. The Company expects to adopt the standard no later than January 1, 2019. The Company is currently assessing the impact that the new standard will have on the Company’s consolidated financial statements, which will consist primarily of a balance sheet gross up of our operating leases. The Company has not evaluated the impact that this new standard will have on its consolidated financial statements; however, it is expected to gross-up the consolidated balance sheet as a result of recognizing a lease asset along with a similar lease liability.
In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. This guidance requires that entities with a classified statement of financial position present all deferred tax assets and liabilities as noncurrent. This update is effective for annual and interim periods for fiscal years beginning after December 15, 2016, which required the Company to adopt the new guidance in the first quarter of fiscal 2017. Early adoption was permitted for financial statements that have not been previously issued and may be applied on either a prospective or retrospective basis. The Company adopted ASU 2015-17 effective the quarter ended March 31, 2017. The adoption of ASU 2015-17 did not have a significant impact on its consolidated financial statements other than the netting of current and long-term deferred tax assets and liabilities in the non-current section of the balance sheet and footnote disclosures.
In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory (Topic 330): Simplifying the Measurement of Inventory.” The amendments in ASU 2015-11 require an entity to measure inventory at the lower of cost or market. Market could be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. The amendments do not apply to inventory that is measured using last-in, first out (LIFO) or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. The amendments should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. Management is currently assessing the effect that ASU 2015-11 will have on the Company’s condensed consolidated financial statements and related disclosures. Included in management’s assessment is the determination of an effective adoption date and transition method for adoption. The Company expects to complete the initial assessment process, including the selection of an effective adoption date and transition method for adoption, by December 31, 2017.
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The new revenue recognition standard provides a five-step analysis of contracts to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB deferred the effective date of ASU No. 2014-09 for all entities by one year to annual reporting periods beginning after December 15, 2017. The FASB has issued several updates subsequently including implementation guidance on principal versus agent considerations, on how an entity should account for licensing arrangements with customers, and to improve guidance on assessing collectability, presentation of sales taxes, noncash consideration, and contract modifications and completed contracts at transition. The amendments in this series of updates shall be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. Early adoption is permitted. The Company continues to assess the impact of this ASU, and related subsequent updates, will have on its consolidated financial statements. As of September 30, 2017, the Company is in the process of reviewing the guidance to identify how this ASU will apply to the Company’s revenue reporting process. The final impact of this ASU on the Company’s financial statements will not be known until the assessment is complete. The Company will update its disclosure in future periods as the analysis is completed.
In August 2014, the FASB issued ASU No. 2014-15 regarding ASC topic No. 205, Presentation of Financial Statements - Going Concern. The standard requires all companies to evaluate if conditions or events raise substantial doubt about an entity’s ability to continue as a going concern and requires different disclosure of items that raise substantial doubt that are, or are not, alleviated as a result of consideration of management’s plans. The new guidance is effective for annual periods ending after December 15, 2016. The adoption of ASU No. 2014-15 did not have a significant impact on the Company’s consolidated financial statements. |
Inventory and Costs of Revenues (Tables) |
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Intangible Assets and Goodwill (Tables) |
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Debt (Tables) |
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Derivative Liability (Tables) |
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Fair Value of Financial Instruments (Tables) |
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Fair value measurement within the three levels of value hierarchy | The following table details the fair value measurement within the fair value hierarchy of the Company’s financial instruments, which includes the Level 3 liabilities (in thousands):
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Stockholders' Equity (Tables) |
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Segment and Geographical Information (Tables) |
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Basis of Presentation and Description of Business (Details Narrative) - USD ($) $ in Thousands |
Sep. 30, 2017 |
Dec. 31, 2016 |
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Accounts receivable, due from factoring company | $ 3,088 | $ 1,078 |
Deferred revenues | $ 1,999 | 1,870 |
Deferred costs | 415 | |
2017 Harvest [Member] | ||
Prepaid costs | $ 200 |
Inventory and Costs of Revenues (Details) - USD ($) $ in Thousands |
Sep. 30, 2017 |
Dec. 31, 2016 |
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Inventory And Cost Of Sales Details | ||
Finished goods | $ 10,935 | $ 11,550 |
Raw materials | 11,181 | 11,006 |
Total inventory | 22,116 | 22,556 |
Reserve for excess and obsolete inventory | (1,064) | (1,064) |
Total inventory, net | $ 21,052 | $ 21,492 |
Acquisitions and Business Combinations (Details Narrative) - USD ($) $ in Thousands |
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Revenue | $ 44,395 | $ 43,562 | $ 124,655 | $ 124,264 |
Ricolife, LLC [Member] | ||||
Fair value at date of acquisition | 698 | |||
Bellavita Group, LLC [Member] | ||||
Fair value at date of acquisition | 1,735 | |||
Sorvana [Member] | ||||
Fair value at date of acquisition | $ 3,487 |
Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands |
Sep. 30, 2017 |
Dec. 31, 2016 |
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Distributor organizations [Member] | ||
Cost | $ 14,757 | $ 12,930 |
Accumulated Amortization | 8,059 | 7,162 |
Net | 6,698 | 5,768 |
Trademarks and trade names [Member] | ||
Cost | 6,994 | 5,394 |
Accumulated Amortization | 1,109 | 815 |
Net | 5,885 | 4,579 |
Customer relationships [Member] | ||
Cost | 9,951 | 7,846 |
Accumulated Amortization | 4,422 | 3,642 |
Net | 5,529 | 4,204 |
Internally developed software [Member] | ||
Cost | 720 | 720 |
Accumulated Amortization | 433 | 357 |
Net | 287 | 363 |
Intangible assets [Member] | ||
Cost | 32,422 | 26,890 |
Accumulated Amortization | 14,023 | 11,976 |
Net | $ 18,399 | $ 14,914 |
Intangible Assets and Goodwill (Details 1) - USD ($) $ in Thousands |
Sep. 30, 2017 |
Dec. 31, 2016 |
---|---|---|
Goodwill | $ 6,323 | $ 6,323 |
Commercial Coffee [Member] | ||
Goodwill | 3,314 | 3,314 |
Direct Selling [Member] | ||
Goodwill | $ 3,009 | $ 3,009 |
Intangible Assets and Goodwill (Details Narrative) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | |||
---|---|---|---|---|---|
Sep. 30, 2017 |
Sep. 30, 2016 |
Sep. 30, 2017 |
Sep. 30, 2016 |
Dec. 31, 2016 |
|
Intangible Assets And Goodwill Details Narrative | |||||
Amortization expense | $ 712 | $ 537 | $ 2,047 | $ 1,746 | |
Trademarks | 2,267 | 2,267 | |||
Goodwill balance | $ 6,323 | $ 6,323 | $ 6,323 |
Debt (Details) - USD ($) $ in Thousands |
Sep. 30, 2017 |
Dec. 31, 2016 |
---|---|---|
Net debt issuance costs | $ (968) | |
Total convertible notes payable, net of debt discount | $ 10,766 | 8,327 |
Convertible Notes Payable 1 [Member] | ||
Convertible notes issued | 4,750 | 4,750 |
Net debt issuance costs | (1,921) | (2,707) |
Total convertible notes payable, net of debt discount | 2,829 | 2,043 |
Convertible Notes Payable 2 [Member] | ||
Convertible notes issued | 3,000 | 7,188 |
Net debt issuance costs | (224) | (904) |
Total convertible notes payable, net of debt discount | 2,776 | 6,284 |
Convertible Notes Payable 3 [Member] | ||
Convertible notes issued | 7,254 | 0 |
Fair value of bifurcated embedded conversion option | 330 | 0 |
Net debt issuance costs | (2,423) | 0 |
Total convertible notes payable, net of debt discount | $ 5,161 | $ 0 |
Debt (Details Narrative) $ in Thousands |
Sep. 30, 2017
USD ($)
|
---|---|
July 2014 Private Placement [Member] | |
Principal outstanding amount remains | $ 4,750 |
November 2015 Private Placement [Member] | |
Principal outstanding amount remains | 3,000 |
July 2017 Private Placement [Member] | |
Principal outstanding amount remains | $ 7,254 |
Derivative Liability (Details) |
9 Months Ended | 12 Months Ended |
---|---|---|
Sep. 30, 2017 |
Dec. 31, 2016 |
|
Stock price volatility | 63.32% | |
Annual dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Stock price volatility | 60.00% | |
Risk-free interest rate | 1.38% | 1.34% |
Expected life | 1 year 8 months 12 days | 2 years 7 months 6 days |
Maximum [Member] | ||
Stock price volatility | 65.00% | |
Risk-free interest rate | 1.51% | 1.70% |
Expected life | 3 years | 3 years 10 months 24 days |
Derivative Liability (Details Narrative) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | |||
---|---|---|---|---|---|
Sep. 30, 2017 |
Sep. 30, 2016 |
Sep. 30, 2017 |
Sep. 30, 2016 |
Dec. 31, 2016 |
|
Derivative Liability Details Narrative | |||||
Warrant derivative liability | $ 4,128 | $ 4,128 | $ 3,345 | ||
Increase/decrease to derivative liability | $ (1,519) | $ (369) | $ (788) | $ (535) |
Fair Value of Financial Instruments (Details Narratives) - USD ($) $ in Thousands |
9 Months Ended | |
---|---|---|
Sep. 30, 2017 |
Sep. 30, 2016 |
|
Notes to Financial Statements | ||
Change in fair value of contingent acquisition debt | $ (1,020) | $ (1,185) |
Stockholders' Equity (Details) |
9 Months Ended |
---|---|
Sep. 30, 2017
shares
| |
Stock Option [Member] | |
Number of Shares | |
Outstanding, beginning of period | 1,660,964 |
Issued | 21,624 |
Expired / cancelled | (79,711) |
Exercised | (6,885) |
Outstanding, end of period | 1,595,932 |
Warrant [Member] | |
Number of Shares | |
Outstanding, beginning of period | 1,899,385 |
Issued | 1,262,212 |
Expired / cancelled | (414,031) |
Exercised | (37,500) |
Outstanding, end of period | 2,710,066 |
Stockholders' Equity (Details 1) $ / shares in Units, $ in Thousands |
9 Months Ended |
---|---|
Sep. 30, 2017
USD ($)
$ / shares
shares
| |
Stock Option [Member] | |
Number of Shares | |
Outstanding, beginning of period | 1,660,964 |
Granted | 21,624 |
Canceled / expired | (79,711) |
Exercised | (6,885) |
Outstanding, end of period | 1,595,932 |
Exercisable, end of period | 878,657 |
Outstanding, beginning of period | $ / shares | $ 4.74 |
Granted | $ / shares | 4.53 |
Canceled / expired | $ / shares | 4.35 |
Exercised | $ / shares | 4.28 |
Outstanding, end of period | $ / shares | 4.76 |
Exercisable, end of period | $ / shares | $ 4.55 |
Aggregate Intrinsic Value | |
Outstanding, beginning of period | $ | $ 1,346 |
Exercised | $ | 0 |
Outstanding, end of period | $ | 503 |
Exercisable, end of period | $ | $ 339 |
Warrant [Member] | |
Number of Shares | |
Outstanding, beginning of period | 1,899,385 |
Granted | 1,262,212 |
Canceled / expired | (414,031) |
Exercised | (37,500) |
Outstanding, end of period | 2,710,066 |
Segment and Geographical Information (Details) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2017 |
Sep. 30, 2016 |
Sep. 30, 2017 |
Sep. 30, 2016 |
|
Revenues | $ 44,395 | $ 43,562 | $ 124,655 | $ 124,264 |
Gross profit | 25,764 | 26,368 | 71,732 | 75,162 |
Operating (loss) income | (1,817) | 576 | (4,893) | 3,263 |
Net income (loss) | (1,068) | 67 | (5,857) | 109 |
Capital expenditures | 333 | 735 | 1,088 | 2,202 |
Direct Selling [Member] | ||||
Revenues | 37,954 | 38,576 | 106,734 | 110,393 |
Gross profit | 25,472 | 26,233 | 71,522 | 74,690 |
Operating (loss) income | (1,233) | 1,171 | (2,392) | 4,903 |
Net income (loss) | (1,311) | 822 | (2,958) | 1,912 |
Capital expenditures | 223 | 590 | 697 | 1,339 |
Commercial Coffee [Member] | ||||
Revenues | 6,441 | 4,986 | 17,921 | 13,871 |
Gross profit | 292 | 135 | 210 | 472 |
Operating (loss) income | (584) | (595) | (2,501) | (1,640) |
Net income (loss) | 243 | (755) | (2,899) | (1,803) |
Capital expenditures | $ 110 | $ 145 | $ 391 | $ 863 |
Segment and Geographical Information (Details 1) - USD ($) $ in Thousands |
Sep. 30, 2017 |
Dec. 31, 2016 |
---|---|---|
Total assets | $ 73,997 | $ 66,008 |
Direct Selling [Member] | ||
Total assets | 47,020 | 40,127 |
Commercial Coffee [Member] | ||
Total assets | $ 26,977 | $ 25,881 |
Segment and Geographical Information (Details 2) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2017 |
Sep. 30, 2016 |
Sep. 30, 2017 |
Sep. 30, 2016 |
|
Total revenues | $ 44,395 | $ 43,562 | $ 124,655 | $ 124,264 |
United States [Member] | ||||
Total revenues | 39,013 | 39,630 | 111,524 | 113,332 |
International [Member] | ||||
Total revenues | $ 5,382 | $ 3,932 | $ 13,131 | $ 10,932 |
Segment and Geographical Information (Details Narrative) - USD ($) $ in Thousands |
Sep. 30, 2017 |
Dec. 31, 2016 |
---|---|---|
Tangible assets | $ 5,400 | |
International [Member] | ||
Tangible assets | $ 5,300 |
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