XML 31 R19.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Significant Accounting Policies (Policies)
6 Months Ended
Dec. 31, 2019
Accounting Policies [Abstract]  
New Accounting Pronouncements, Policy [Policy Text Block]
Recently Issued Accounting Pronouncements
 
Other recently issued accounting pronouncements
not
discussed in this Report did
not
have, or are
not
believed by management to have, a material impact on our present or future financial statements. 
Earnings Per Share, Policy [Policy Text Block]
Net Income per Common Share
 
We compute net income per common share using the weighted average number of common shares outstanding during the period, and diluted net income per common share using the additional dilutive effect of all dilutive securities. The dilutive impact of stock options and unvested restricted stock accounts for the additional weighted average shares of common stock outstanding for our diluted net income per common share computation. We calculated basic and diluted net income per common share as follows (in thousands, except per share data):
 
   
Three Months Ended
   
Six Months Ended
 
   
December 31,
   
December 31,
 
   
2019
   
2018
   
2019
   
2018
 
Numerator
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
  $
476
    $
2,181
    $
572
    $
4,740
 
                                 
Denominator
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic weighted average common shares outstanding
   
6,795
     
6,808
     
6,818
     
6,786
 
Dilutive effect of stock options and restricted stock
   
91
     
191
     
117
     
196
 
Diluted weighted average common shares outstanding
   
6,886
     
6,999
     
6,935
     
6,982
 
                                 
Basic net income per common share
  $
0.07
    $
0.32
    $
0.08
    $
0.70
 
                                 
Diluted net income per common share
  $
0.07
    $
0.31
    $
0.08
    $
0.68
 
 
We did
not
exclude any shares for the
three
or
six
months ended
December 31, 2019
and
December 31, 2018
that would have had an anti-dilutive impact.
Revenue from Contract with Customer [Policy Text Block]
Revenue Recognition
 
We record revenue based on a
five
-step model which includes: (
1
) identifying a contract with a customer; (
2
) identifying the performance obligations in the contract; (
3
) determining the transaction price; (
4
) allocating the transaction price among the performance obligations; and (
5
) recognizing revenue as each of the various performance obligations are satisfied.
 
Revenue is measured as the net amount of consideration expected to be received in exchange for fulfilling
one
or more performance obligations. We identify purchase orders from customers as contracts. The amount of consideration expected to be received and revenue recognized includes estimates of variable consideration, including estimates for early payment discounts and volume rebates. Such estimates are calculated using historical averages adjusted for any expected changes due to current business conditions and experience. We review and update these estimates at the end of each reporting period and the impact of any adjustments is recognized in the period the adjustments are identified. In assessing whether collection of consideration from a customer is probable, we consider both the customer's ability and intent to pay that amount of consideration when it is due. Payment of invoices is due as specified in the underlying customer agreement, which is typically
30
days from the invoice date. Invoices are generally issued on the date of transfer of control of the products ordered to the customer.
 
Revenue is recognized at the point in time that each of our performance obligation is fulfilled, and control of the ordered products is transferred to the customer. This transfer occurs when the product is shipped, or in some cases, when the product is delivered to the customer.
 
We provide early payment discounts to certain customers. Based on historical payment trends, we expect that these customers will take advantage of these early payment discounts. The cost of these discounts is reported as a reduction to the transaction price. If the actual discounts differ from those estimated, the difference is also reported as a change in the transaction price.
 
Except for product defects,
no
right of return exists on the sale of our products. We estimate returns based on historical experience and recognize a returns liability for any estimated returns. As of
December 31, 2019,
we have
no
liability recorded for estimated returns of products.
 
On
August 7, 2017,
we entered into
three
agreements (“Agreements”), with The Juice Plus+ Company LLC (“Juice Plus+”). The Agreements are an Exclusive Manufacturing Agreement, a Restricted Stock Award Agreement, and an Irrevocable Proxy. Pursuant to the Exclusive Manufacturing Agreement, Juice Plus+ has granted us exclusive rights to manufacture and supply them with certain of their products within
24
countries where Juice Plus+ currently sells those products. Pursuant to the Restricted Stock Award Agreement, NAI granted
500,000
shares of NAI common stock to Juice Plus+, (the “JP Shares”), and Juice Plus+ agreed the JP Shares are subject to certain restrictions and risk of forfeiture. Pursuant to the Irrevocable Proxy, Juice Plus+ also granted the NAI Board of Directors the right to vote the JP Shares that remain subject to risk of forfeiture. Each Agreement is for a term of
5
years, and each
may
be terminated by either party only upon the occurrence of specified events.
 
On
March 31, 2019,
we amended our original Agreements with Juice Plus+ and extended the term of the Exclusive Manufacturing Agreement through
August 6, 2025.
In addition, pursuant to that Amended and Restated Exclusive Manufacturing Agreement, Juice Plus+ returned
400,000
shares of restricted common stock in exchange for an annual cash sales discount. The expense associated with the return of those shares and the related cash discount granted to Juice Plus+ are each recorded as a reduction to sales. As a result of the amendments contained in the Amended and Restated Exclusive Manufacturing Agreement, we made a
one
-time adjustment to reverse the expense associated with unvested shares that were returned as a result of such amendments. Amounts associated with the new cash discount began to be recorded in our
fourth
quarter of fiscal
2019
and will be amortized ratably over extended remaining life of the Amended and Restated Exclusive Manufacturing Agreement based on the full value of the cash discount expected to be given over the same period. We recorded
$395,000
of “Cash Sales Discount” during the
three
months ended
December 31, 2019
and
$790,000
for the
six
months ended
December 31, 2019.
We recognized
$245,000
of “Non-cash Sales Discount” during the
three
months ended
December 31, 2018
and
$490,000
during the
six
months ended
December 31, 2018.
 
We currently own certain U.S. patents, and each patent’s corresponding foreign patent applications. All of these patents and patent rights relate to the ingredient known as “beta-alanine”, which is marketed and sold under our CarnoSyn® and SR CarnoSyn® trade names. We recorded beta-alanine raw material sales and royalty and licensing income as a component of revenue in the amount of
$4.3
million during the
three
months ended
December 31, 2019
and
$7.5
million during the
six
months ended
December 31, 2019.
We similarly recorded
$4.4
million during the
three
months ended
December 31, 2018
and
$9.8
million during the
six
months ended
December 31, 2018. 
These royalty income and raw material sale amounts resulted in royalty expense paid to the original patent holders from whom NAI acquired its patents and patent rights. We recognized royalty expense as a component of cost of goods sold in the amount of
$192,000
during the
three
months ended
December 31, 2019
and
$359,000
during the
six
months ended
December 31, 2019.
We similarly recognized
$178,000
of royalty expense during the
three
months ended
December 31, 2018
and
$441,000
during the
six
months ended
December 31, 2018.
Financing Receivable [Policy Text Block]
Notes Receivable
 
On
September 30, 2017,
we accepted a
12
-month note (the “KM Loan Agreement”) from Kaged Muscle, LLC (“Kaged Muscle”),
one
of our contract manufacturing customers, in exchange for
$1.5
million of trade receivables due to us from Kaged Muscle. On
September 30, 2018,
we entered into a First Amendment (the “First Amendment”) with Kaged Muscle in connection with the KM Loan Agreement. The First Amendment modified the KM Loan Agreement and related promissory note by extending the loan’s maturity date from
September 30, 2018
to
December 28, 2018
in exchange for an extension fee in the amount of
$25,000.
We executed this note receivable conversion, and subsequent amendment, to assist Kaged Muscle with their near term financing needs. The note carried an interest rate of
fifteen
percent (
15%
) per annum with payments of interest only. The note was paid in full before the amended maturity date.  In association with this note, we did
not
recognize any interest income during the
three
or
six
months ended
December 31, 2019.
During the
three
months ended
December 31, 2018
we recognized
$46,000
and during the
six
months ended
December 31, 2018
we recognized
$104,000
in interest income associated with this note.
Share-based Payment Arrangement [Policy Text Block]
Stock-Based Compensation
 
We had an omnibus equity incentive plan that was approved by our Board of Directors effective
October 
15,
2009
and approved by our stockholders at the Annual Meeting of Stockholders held on
November 
30,
2009
(
"2009
Plan"). The
2009
Plan expired on
October 15, 2019.
The Board of Directors approved a new omnibus equity incentive plan effective
October 15, 2019 (
“2019
Plan”) and this plan was approved by our stockholders at the Annual Meeting of Stockholders held on
December 6, 2019.
Under the
2019
Plan, we
may
grant nonqualified and incentive stock options, restricted stock grants, restricted stock units, stock appreciation rights, and other stock-based awards to employees, non-employee directors and consultants.
 
We did
not
grant any options during each of the
three
and
six
month periods ending
December 31, 2019
and
December 31, 2018.
All remaining outstanding stock options are fully vested.
No
options were exercised during the
three
or
six
month period ended
December 31, 2019.
No
options were exercised during the
three
month period ended
December 31, 2018.
During the
six
months ended
December 31, 2018,
5,000
options were exercised. There were
no
option forfeitures during the
three
or
six
month periods ended
December 31, 2019
or
December 31, 2018.
 
During the
three
and
six
months ended
December 31, 2019,
we granted
5,000
shares of restricted stock shares to a new member of our management team. During the
six
months ended
December 31, 2018,
we granted
15,000
shares of restricted stock shares to a new member of our management team. We did
not
grant any shares to employees during the
three
months ended
December 31, 2018.
During the
three
months ended
December 31, 2019,
there were
no
restricted stock forfeitures. During the
six
months ended
December 31, 2019,
15,000
restricted stock shares were forfeited. During the
three
and
six
months ended
December 31, 2018,
5,000
restricted stock shares forfeited. Our net income included stock based compensation expense of approximately
$459,000
for the
three
months ended
December 31, 2019,
and
$892,000
for the
six
months ended
December 31, 2019.
Our net income included stock based compensation expense of approximately
$400,000
for the
three
months ended
December 31, 2018
and
$809,000
for the
six
months ended
December 31, 2018.
Fair Value Measurement, Policy [Policy Text Block]
Fair Value of Financial Instruments
 
Except for cash and cash equivalents and assets and liabilities related to our pension plan, as of
December 31, 2019,
and
June 30, 2019,
we did
not
have any financial assets or liabilities classified as Level
1.
We classify derivative forward exchange contracts as Level
2
assets and liabilities. The fair value of our forward exchange contracts as of
December 31, 2019
was a net asset of
$1.6
million. The fair value of our forward exchange contracts as of
June 30, 2019
included a net asset of
$2.3
million. The fair values were determined based on obtaining pricing from our bank and corroborating those values with a
third
party bank. As of
December 31, 2019,
and
June 30, 2019,
we did
not
have any financial assets or liabilities classified as Level
3.
We did
not
transfer any assets or liabilities between Levels during fiscal
2019
or the
three
or
six
months ended
December 31, 2019.