10-K 1 slgd-10k_20161231.htm 10-K slgd-10k_20161231.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number 001-13458

 

SCOTT’S LIQUID GOLD-INC.

(Name of small business as specified in its charter)

 

 

Colorado

 

84-0920811

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

4880 Havana Street, Suite 400, Denver, CO 80239

(Address of principal executive offices and Zip Code)

(303) 373-4860

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.10 Par Value

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.      Yes      No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.      Yes      No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.      Yes       No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).      Yes      No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer    

 

          Accelerated filer    

  

Non-accelerated filer    

 

Smaller reporting company    

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.)      Yes      No

The aggregate market value of the common stock held by non-affiliates of the issuer was $4,358,654 on June 30, 2016.

As of March 30, 2017, there were 11,857,026 shares of common stock, $0.10 par value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Certain information required by Part III is incorporated by reference to the Registrant’s definitive Proxy Statement for the Annual Meeting of Shareholders to be filed within 120 days after December 31, 2016.

 

 

 

 


 

CAUTIONARY NOTE ON FORWARD-LOOKING INFORMATION

This Annual Report on Form 10-K (this “Report”) contains “forward-looking statements” within the meaning of U.S. federal securities laws. All statements, other than statements of historical facts, included in this Report that address activities, events, or developments with respect to our financial condition, results of operations, or economic performance that we expect, believe, or anticipate will or may occur in the future, or that address plans and objectives of management for future operations, are forward-looking statements. You can typically identify forward-looking statements by the use of words, such as “may,” “could,” “should,” “assume,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “potential,” “plan,” and other similar words. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements and our performance inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to:

 

changing consumer preferences and the continued acceptance of each of our significant products in the marketplace;

 

the degree of success of any new product or product line introduction by us;

 

competitive factors, including any decrease in distribution of (i.e., retail stores carrying) our significant products;

 

continuation of our distributorship agreement for Montagne Jeunesse skin care products and Batiste Dry Shampoos;

 

the need for effective advertising of our products and limited resources available for such advertising;

 

new competitive products and/or technological changes;

 

dependence upon third party vendors and upon sales to major customers;

 

the availability of necessary raw materials and potential increases in the prices of these raw materials;

 

changes in the regulation of our products, including applicable environmental and U.S. Food and Drug Administration (“FDA”) regulations;

 

the continuing availability of financing on terms and conditions that are acceptable to us;

 

the degree of success of the integration of product lines or businesses we may acquire;

 

future losses which could affect our liquidity;

 

the loss of any executive officer; and

 

other matters discussed in this Report, including the risks described in the Risk Factors section of this Report.

We caution you that forward-looking statements are not guarantees of future performance and that actual results or performance may be materially different from those expressed or implied in the forward-looking statements. The forward-looking statements in this Report speak as of the filing date of this Report. Although we may from time to time voluntarily update our prior forward-looking statements, we undertake no obligation to revise any forward-looking statements in order to reflect events or circumstances that may arise after the date of this Report.

 

 

 

 


 

TABLE OF CONTENTS

 

 

  

 

Page

PART I

  

 

 

Item 1.

  

Business

1

Item 1A.

  

Risk Factors

7

Item 1B.

  

Unresolved Staff Comments

9

Item 2.

  

Properties

9

Item 3.

  

Legal Proceedings

10

Item 4.

  

Mine Safety Disclosures

10

 

PART II

  

 

 

Item 5.

  

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

11

Item 6.

  

Selected Financial Data

11

Item 7.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

12

Item 7A.

  

Quantitative and Qualitative Disclosures About Market Risk

16

Item 8.

  

Financial Statements and Supplementary Data

17

Item 9.

  

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

36

Item 9A.

  

Controls and Procedures

36

Item 9B.

  

Other Information

36

 

PART III

  

 

 

Item 10.

  

Directors, Executive Officers and Corporate Governance

37

Item 11.

  

Executive Compensation

37

Item 12.

  

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

37

Item 13.

  

Certain Relationships and Related Transactions, and Director Independence

37

Item 14.

  

Principal Accounting Fees and Services

37

 

PART IV

  

 

 

Item 15.

  

Exhibits and Financial Statement Schedules

37

Item 16.

  

Form 10-K Summary

37

 

 

 

 


 

PART I

 

ITEM 1.

BUSINESS

General

Scott’s Liquid Gold-Inc., a Colorado corporation, was incorporated on February 15, 1954. Through our wholly-owned subsidiaries, we develop, manufacture, market and sell quality household and skin and hair care products. These products include:

 

Scott’s Liquid Gold®, our product for wood care that has been sold in the United States for over 60 years;

 

Alpha® Skin Care, our skin care brand, which was one of the first to use alpha hydroxy acids (“AHAs”);

 

Prell® Shampoo, an iconic brand since 1947, is a classic clean shampoo for healthy hair;

 

Denorex® and Zincon® Shampoos and Conditioners are dermatologist-recommended medicated dandruff shampoos and conditioners;

 

Our Neoteric Diabetic® product which was specially developed to address the skin conditions of persons living with diabetes;

 

7th Heaven by Montagne Jeunesse face and other skin care masque sachets, which are manufactured by another company and distributed exclusively by us in the United States under a distribution agreement with the manufacturer; and

 

Batiste Dry Shampoo, which is manufactured by another company and distributed exclusively by us to the specialty retailer channel in the United States under a distribution agreement with the manufacturer.

In this Report the terms “we”, “us” or “our” refer to Scott’s Liquid Gold-Inc. and our subsidiaries, collectively. Our business is divided into two operating segments, household products and skin and hair care products.

The following table sets forth the principal products in our household products segment.

 

Operating Segment

 

Key Products

Household

 

Scott’s Liquid Gold® Wood Care

 

 

Scott’s Liquid Gold® Floor Restore

 

 

Scott’s Liquid Gold® Wood Wash

 

 

Scott’s Liquid Gold® Dust ’N Go Wipes

 

 

Touch of Scent® Air Freshener

The following table sets forth the principal products in our skin and hair care products segment.

 

Operating Segment

 

Key Products

Skin and Hair Care

 

Alpha® Skin Care Products

 

 

Prell® Shampoo

 

 

Denorex® and Zincon® Shampoos and Conditioners

 

 

Neoteric Diabetic® Healing Cream

 

 

7th Heaven by Montagne Jeunesse Face and Other Skin Care Masque Sachets

 

 

Batiste Dry Shampoos

For information on our operating segments, please see Note 10 to our Consolidated Financial Statements in Item 8.


1


 

Strategy

We are focused on strategies that we believe will enhance our long-term financial health and deliver long-term shareholder value. In order to achieve these objectives, we plan to generate continued growth of our existing brands and products, as well as pursue new opportunities to develop, acquire or distribute new brands and products.

On June 30, 2016, Neoteric Cosmetics, Inc., (“Neoteric”), a wholly owned subsidiary of the Company, entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Ultimark Products, Inc. (“Ultimark”) and consummated the transaction contemplated thereby (the “Acquisition”), pursuant to which Neoteric purchased from Ultimark all intellectual property assets and certain related assets owned by Ultimark as well as inventory of finished goods owned by Ultimark and used in connection with the manufacture, sale and distribution of the Prell®, Denorex® and Zincon® brands of hair and scalp care products (collectively, the “Brands”). The total consideration Neoteric paid for the Brands was approximately $9 million, plus the assumption by Neoteric of certain specific liabilities of Ultimark related to the performance of certain purchase orders and contracts following June 30, 2016.

On June 30, 2016, the Company and Neoteric, as borrowers, entered into a Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A. (“Chase”), as lender, pursuant to which Chase provided a term loan and a revolving credit facility that was used by us to finance a portion of the Acquisition and for the Company’s general corporate purposes and working capital.

For 2017, we plan to pursue the following primary goals: (1) continue to increase sales by strengthening and broadening consumer awareness of our products; (2) continue to add additional products to the mix of products that one or more of our existing major customers already buy from us; (3) continue to obtain new distribution of our products at retailers that currently do not buy products from us; and (4) continue to evaluate potential products to be developed, acquired, manufactured and/or distributed by us.

Household Products

Scott’s Liquid Gold® Wood Care has been our core product since our inception. It has been sold in the United States for over 60 years. Unlike a furniture polish, our product contains natural oils that penetrate the wood’s surface to clean, replace lost moisture, minimize the appearance of scratches and bring out the natural beauty of wood. We have also introduced an additional wood care product in a wipe form, a wood wash product, and a floor restore product. Our Dust ’N Go pre-moistened cloth wipes are quick, easy and convenient dusting wipes for wood and numerous other surfaces, our wood wash product simply and safely cleans all types of wood surfaces and our Scott’s Liquid Gold® Floor Restore product is a quick and easy way to renew and protect hardwood floors.

Since 1982, we have sold Touch of Scent® air fresheners. Our air fresheners offer a unique dispenser with aerosol refills. Touch of Scent® air fresheners are available in a wide assortment of concentrated fragrances, which are quick, easy to use and effective.

Household products accounted for 17.0% of our consolidated net sales in 2016 and 21.8% in 2015. We continually evaluate potential new household products to be developed, acquired, manufactured and/or distributed by us.

Skin and Hair Care Products

In 1992, we began to develop, manufacture, market and sell skin care products under the trade name of Alpha Hydrox®. These products include facial care products, a body lotion, a body wash and a foot cream. Our Alpha Hydrox® skin care brand was one of the first to use AHAs. Products containing AHAs gently slough off dead skin cells to promote a healthier, more youthful appearance and help to diminish fine lines and wrinkles. Starting in January 2016, we began marketing and selling our Alpha Hydrox® Skin Care line of products under the trade name of Alpha® Skin Care.  There were several reasons for the change in names, including the desire to reflect that our line of skin care products is broader than just products containing AHAs.

In 2016, we acquired the Prell®, Denorex® and Zincon® brands of hair and scalp care products. Prell® Shampoo, an iconic brand since 1947, is a classic clean shampoo for healthy hair. Our Denorex® products are dermatologist-recommended medicated shampoos and conditioners to control the symptoms of dandruff, seborrheic dermatitis and psoriasis. Our Zincon® product is a medicated anti-dandruff shampoo.

Our Neoteric Diabetic® Healing Cream product was introduced in 2001. This product was developed to address the skin conditions of persons living with diabetes, caused by poor blood circulation. Our healing cream is a therapeutic moisturizer that provides a clinically proven and patented treatment for dry skin by helping to increase blood circulation and speed the healing of minor scrapes and cuts.


2


 

Since 2001, we have been the exclusive distributor in the United States for face and other skin care masque sachets manufactured by Montagne Jeunesse International Ltd. (“Montagne Jeunesse”). These masque sachets are currently sold under the trade name 7th Heaven. Montagne Jeunesse is based in the United Kingdom. Their sachet products are currently sold in over 70 countries. These masques are sold for single use in unique and attractive packages in a wide assortment of types and fragrances. A significant portion of our business consists of the sale of these sachet products. See “Manufacturing and Suppliers” in this Item 1 below for information on the terms of our agreement with Montagne Jeunesse.

We have been a distributor in the United States for Batiste Dry Shampoo since 2009. Under our current distribution agreement with the manufacturer of Batiste Dry Shampoo, Church & Dwight Co. Inc. (“Church & Dwight”), we are the exclusive distributor in the United States of Batiste Dry Shampoo in the specialty retailer channel.  The specialty retailer channel includes primarily beauty supply stores, such as Ulta Salon, Cosmetics & Fragrance, Inc. (“Ulta”), our largest customer, apparel retailers, and department stores. Dry shampoo is a quick and convenient way to refresh hair between washes. Batiste was one of the innovators of dry shampoo. We believe that there is a large and fast-growing market for dry shampoo. See “Manufacturing and Suppliers” in this Item 1 below for information on the terms of our agreement with Church & Dwight.

Skin and hair care products accounted for 83.0% of our consolidated net sales in 2016 and 78.2% in 2015. We continually evaluate potential new skin and hair care products as well as other beauty care products to be developed, acquired, manufactured and/or distributed by us.

Marketing and Distribution

We primarily market our products through: (1) trade promotions to support price features, displays, slotting fees and other merchandising of our products by our retail customers; (2) consumer incentives such as coupons and rebates; and (3) consumer marketing in print, social and digital media and television advertising.

Our products are sold nationally, both directly through our sales force and indirectly through independent brokers and manufacturers’ representatives, to mass marketers, drugstores, supermarkets, hardware stores and other retail outlets and to wholesale distributors.

In 2016 and 2015, Ulta accounted for approximately 29% and 31%, respectively, of our skin and hair care products and approximately 24% of our aggregate net sales on a consolidated basis. In 2016 and 2015, Wal-Mart Stores, Inc. (“Wal-Mart”) accounted for approximately 32% and 34%, respectively, of our net sales of household products. For our skin and hair care products, Wal-Mart accounted for approximately 18% and 10% of our net sales in 2016 and 2015, respectively. Wal-Mart accounted for approximately 21% and 15% of our aggregate net sales on a consolidated basis in 2016 and 2015, respectively. In 2016 and 2015, TJ Maxx and Marshalls (collectively, “TJ Maxx”) together accounted for approximately 14% and 21%, respectively, of our skin and hair care products and approximately 12% and 16% of our aggregate net sales on a consolidated basis in 2016 and 2015, respectively. As is typical in our industry, we do not have a long-term contract with Wal-Mart, TJ Maxx, Ulta or any other retail customer.

We also use our Scott’s Liquid Gold and Neoteric Cosmetics websites for sales of our products directly to consumers. Such sales accounted for approximately 6% and 8% of total net sales in 2016 and 2015, respectively.

Our household and skin and hair care products are available in limited distribution in Canada and other foreign countries. Currently, foreign sales are made to distributors who are responsible for the marketing of the products, and we are paid for these products in United States dollars or in the case of sales to our Canadian distributor, in Canadian dollars.

From time to time, our customers return products to us. For our household products, we permit returns only for a limited time. With regard to our skin and hair care products, returns are more frequent under an unwritten industry standard that permits returns for a variety of reasons. In the event a skin and hair care customer requests a return of a product, we will consider the request, and may grant such request in order to maintain or enhance our relationship with the customer, even in the absence of an enforceable right of the customer to do so. Typically, customers that return products to us take a credit on our invoice equal to the original sale price plus a handling charge ranging from 8-10% of the original sales price.


3


 

Manufacturing and Suppliers

We owned all of our manufacturing facilities until February 1, 2013, when we sold the facilities and entered into a lease with the new owner for a portion of the facilities. Please see Note 12 to our Consolidated Financial Statements in Item 8 for information on our leasing back certain of the manufacturing facilities that we sold. We own and operate all of our manufacturing equipment. We manufacture all of our products with the exception of the following products: (1) those products for which we act as a distributor; (2) the products that we acquired in the Acquisition; and (3) our Scott’s Liquid Gold® Dust ’N Go wipes. We plan to start manufacturing the products that we acquired in the Acquisition during the second half of 2017. We maintain sufficient inventories of all of our products to ship most orders as they are received.

Quality control is enforced at all stages of production, as well as upon the receipt of raw materials from suppliers. We purchase our raw materials from a number of suppliers and, at the present time, all of our raw materials are readily available. However, we do not have long term contracts with our suppliers and any contracts we do have with suppliers may be terminated at any time. Our sole supplier for the oxygenated oil used in our Neoteric Diabetic® Healing Cream product is a French company with which we have a non-exclusive supply agreement. In addition, we have sole suppliers for two of the polymers used in our Scott’s Liquid Gold® Floor Restore product. We believe that we have good relationships with all of our suppliers.

Most of our manufacturing operations, including most packaging, are highly automated, and, as a result, our manufacturing operations are not labor intensive, nor, for the most part, do they involve extensive training. We currently operate on a one-shift basis. Our manufacturing facilities can produce substantially larger quantities of our products without any expansion, including the products that we acquired in the Acquisition and, for that reason, we believe that our physical plant facilities are adequate for the foreseeable future.

In 2001, Neoteric commenced purchases of face and other skin care sachets from Montagne Jeunesse under a distributorship agreement covering the United States. Pursuant to our distribution agreement with Montagne Jeunesse that became effective on September 15, 2014, we continue as the exclusive distributor to market and sell Montagne Jeunesse’s face and other skin care sachets in the United States. The initial term of the distribution agreement with Montagne Jeunesse expires on September 15, 2017 and automatically renews for two year terms, unless terminated at the end of any such term upon six months prior notice.

Under the terms of the agreement, Neoteric agreed, among other things: (1) not to distribute during the duration of the agreement any goods of the same description as and which compete with the Montagne Jeunesse products; (2) to use our commercially reasonable endeavors to develop, promote and sell the products in the United States and to expand the sale of the products to all potential purchasers by all reasonable and proper means; (3) to purchase certain core products; and (4) to maintain an inventory of the products for our own account for sale of these products throughout the United States. Montagne Jeunesse agreed to use commercially reasonable efforts to meet all of our orders for the products. The initial pricing terms for the products were negotiated with Montagne Jeunesse. Any changes to the prices must be mutually agreed to by both parties and must be agreed to at least six months in advance. Neoteric may not assign or transfer any rights or obligations under the agreement or subcontract the performance of any obligation.

Under our distribution agreement with Church & Dwight that became effective on January 1, 2015, as amended effective July 1, 2016, we are the exclusive distributor of Batiste Dry Shampoo products in the specialty retailer channel in the United States. The specialty retailer channel includes primarily beauty supply stores, such as Ulta, our largest customer, apparel retailers and department stores. Church & Dwight retained the rights to sell Batiste products to the remainder of the market in the United States.

The agreement provides that we will not be permitted to manufacture, distribute or sell any products that are competitive with Batiste Dry Shampoo products. The initial pricing terms for the Batiste products were negotiated with Church & Dwight, but may be increased by Church & Dwight at any time upon 90 days’ prior written notice of any price increase. The term of the agreement runs through December 31, 2017 and will automatically renew for successive one year terms until it is terminated by either party upon 180 days’ prior written notice.


4


 

Competition

Both the household and skin and hair care products markets are highly competitive. We compete in both markets against a range of competitors, most of which are significantly larger and have greater financial resources, name recognition and product and market diversification than us. We compete in both categories primarily on the basis of quality and the distinguishing characteristics of our products. The wood care and air freshener product categories are dominated by three to five companies that are significantly larger than us and each of these competitors produces several competing products. In the skin and hair care category, several of our competitors are significantly larger than us and each of these competitors produces several competing products. Some of these companies also manufacture products with AHAs with which our Alpha® Skin Care products must compete.

Regulation

We are subject to various federal, state and local laws and regulations that pertain to the types of consumer products that we manufacture and sell. Many chemicals used in consumer products, some of which are used in several of our product formulations, have come under scrutiny by various state governments and the Federal government. These chemicals are called volatile organic compounds (“VOCs”), which arguably contribute to the formation of ground level ozone. Many states as well as the Federal government have passed regulations that limit the amount of VOCs allowed in various categories of consumer products. All of our products currently meet the most stringent VOC regulations and may be sold throughout the United States. Any new or revised VOC regulations developed by various states or the Federal government may apply to our products and could potentially require reformulation of those products in the future. Limitation of VOC content in consumer products by both state and Federal governments will continue to be part of regulatory efforts to achieve compliance with clean air regulations. We continue to monitor all environmental regulatory activities and believe that we have done all that is necessary to satisfy the current requirements of the Federal Clean Air Act and the laws of various state governments.

Many of our skin care products, several of which contain AHAs, are considered cosmetics within the definition of the Federal Food Drug and Cosmetic Act (the “FFDCA”). The FFDCA defines cosmetics as products intended for cleansing, beautifying, promoting attractiveness or altering the appearance without affecting the body’s structure or functions. Our cosmetic products are subject to the regulations under the FFDCA and the Fair Packaging and Labeling Act. The relevant laws and regulations are enforced by the FDA. Such laws and regulations govern the ingredients and labeling of cosmetic products and set forth good manufacturing practices for companies to follow. Although FDA regulations require that the safety of a cosmetic ingredient be substantiated prior to marketing, there is no requirement that a company submit the results of any testing performed or any other data or information with respect to any ingredient to the FDA.

The FDA’s National Center for Toxicological Research has periodically been investigating the effect of long term exposure to AHAs since 2003. On December 31, 2003, the FDA published a call for data on certain ingredients in various products, including AHAs that are part of wrinkle remover products. Manufacturers were asked to submit any data supporting the reclassification of these cosmetic products as over-the-counter drugs. In January 2005, the FDA issued final guidance to the effect that products containing AHAs should alert users that those products may increase skin sensitivity to sun and possible sunburn and the steps to avoid such consequences. On March 20, 2014, the FDA published a set of Q&As that dealt with both long term exposure and drug/cosmetic issues.

In the 2014 Q&As, the FDA restated its traditional position that certain AHA products intended for therapeutic use, such as acne treatments or skin lighteners, are considered drugs. However, the FDA also confirmed that other AHA products, including those marketed by us, are considered cosmetics and therefore are not subject to more stringent regulations applicable to drugs. The Q&A also reported on the results of two studies on the issue of skin damage caused by UV rays, and the potential photocarcinogenicity of AHA products. The studies concluded that applying AHA products to the skin resulted in increasing UV sensitivity, but that the effect was completely reversible. In addition another study on potential photocarcinogenesis found that AHA products had no effect on the process. Accordingly, we believe we are appropriately marketing our products as cosmetics, and our labeling fully complies with the FDA’s guidance.

Our advertising is subject to regulation under the Federal Trade Commission Act and related regulations, which prohibit false and misleading claims in advertising. We believe that all of our labeling and promotional materials comply with these regulations.


5


 

Employees

We employ 61 people of which 27 full-time and 1 part-time work in plant and production related functions and 33 work in administrative, sales and advertising functions. No contracts exist between us and any union. We monitor wage and salary rates in the Rocky Mountain area and pursue a policy of providing competitive compensation to our employees. The compensation of our executive officers is subject to annual review by the Compensation Committee of our Board of Directors. Additional benefits that we provide for our employees include medical, vision and dental plans, short-term disability, life insurance, a 401(k) plan with matching contributions for employees earning $50,000 or less per annum and an employee stock ownership (ESOP) plan. We consider our employee relations to be satisfactory.

Patents and Trademarks

At present, we own one patent for our Neoteric Diabetic® Healing Cream. Additionally, we actively use our registered trademarks for Scott’s Liquid Gold®, Alpha® Skin Care, Prell®, Denorex®, Zincon®, Neoteric® and Touch of Scent® in the United States and have registered trademarks in a number of additional countries. Our registered trademarks protect names and logos relating to our products as well as the design of boxes for certain of our products.

During 2016 and 2015, our expenditures for research and development were insignificant.

Available Information and Code of Ethics

We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). We will make available free of charge through our website (www.slginc.com), this annual report on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, and amendments to such reports, as soon as reasonably practicable after we electronically file or furnish such material with the SEC. Information on our website is not incorporated by reference into this Report and should not be considered part of this document. We will provide upon request (see below for instructions) and at no charge electronic or paper copies of these filings with the SEC (excluding exhibits).

You may access and read our filings without charge through the SEC’s website, at www.sec.gov. You may also read and copy any document we file at the SEC’s public reference room located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information regarding the operation of its public reference room. We will also provide to any person without charge, upon request (see below for instructions), a copy of our Code of Business Conduct and Ethics Policy.

A request for our reports filed with the SEC or our Code of Business Conduct and Ethics Policy may be made to: Corporate Secretary, Scott’s Liquid Gold-Inc., 4880 Havana Street, Suite 400, Denver, Colorado 80239.


6


 

ITEM 1A.

RISK FACTORS.

The following is a discussion of certain risks that may affect our business. These risks may negatively impact our existing business, future business opportunities, our financial condition or our financial results. In such case, the trading price of our common stock could also decline. Additional risks and uncertainties not presently known to us, or that we currently see as immaterial, may also negatively impact our business.

Our cash flow is dependent upon operating cash flow, available cash and available funds under our financing agreement with Chase.

Because we are dependent on our operating cash flow, any loss of a significant customer, any further decreases in the distribution of our skin and hair care or household products, new competitive products affecting sales levels of our products or any significant expense not included in our internal budget could result in the need to raise cash. Our agreement with Chase has a term that expires on June 30, 2019. We have no other arrangements for any external financing of debt or equity, and any such financing may not be available on acceptable terms. In order to improve our operating cash flow, we need to continue to increase our revenues and/or further reduce our costs.

Unfavorable economic conditions could adversely affect demand for our products.

Unfavorable and uncertain economic conditions in the past have adversely affected, and in the future may adversely affect, consumer demand for some of our products, resulting in reduced sales volume. Factors that can affect consumer demand include rates of unemployment, consumer confidence, health care costs, fuel and other energy costs and other economic factors affecting consumer spending behavior.

Sales of our existing products are affected by changing consumer preferences.

Our primary market is retail stores in the United States which sell to consumers or end users in the mass market. Consumer preferences can change rapidly and are affected by new competitive products. This situation is true for both skin and hair care and household products and has affected our products. For example, we believe that our Alpha® Skin Care products with AHAs are effective in helping to diminish fine lines and wrinkles, but consumers may change permanently or temporarily to other products using other technologies or otherwise viewed as “new.” Any changes in consumer preferences can materially affect the sales and distribution of our products and thereby our revenues and results of operations.

In both skin and hair care and household products, our competitors include some of the largest consumer products companies in the United States.

The markets in which our products compete are intensely competitive, and many of the other competitors in these markets are multi-national consumer products companies that are significantly larger than us. These large competitors have financial, technical, and other resources exceeding those available to us, and as a result, are able to regularly introduce new products and spend considerably more than we can on advertising. The distribution and sales of our products can be adversely impacted by the actions of our competitors, and we may have little or no ability to take action to prevent or mitigate these adverse impacts.

We have limited resources to promote our products with effective advertising and marketing.

We believe the growth of our net sales is substantially dependent upon our ability to introduce our products to current and new consumers through advertising and marketing. At present, we have limited resources compared to many of our competitors to spend on advertising and marketing. Advertising and marketing can be important in reaching consumers, although the effectiveness of any particular advertisement and marketing cannot be predicted. Additionally, we may not be able to obtain optimal effectiveness at our current advertising and marketing budget even though we made a strategic decision to increase our advertising and marketing spending in 2016 and 2015 compared to the prior several years. Our limited resources to promote our products through advertising and marketing may adversely affect our net sales and operating performance.


7


 

Maintaining or increasing our revenues is dependent, in part, on the introduction of new products that are successful in the marketplace.

If we are not successful in making ongoing sales of our newer products to retail stores or these products are not well received by consumers, our revenues could be materially and adversely affected.

A loss of one or more of our major customers could have a material adverse effect on our product sales.

For more than a majority of our sales, we are dependent upon sales to a small number of major retail customers, including Ulta, which is our largest customer and Wal-Mart, which is our second largest customer. The easy access of consumers to our products is dependent upon these major retail stores and other retail stores carrying our products. The willingness of these customers (i.e., retail stores) to carry any of our products depends on various factors, including the level of sales of the product at their stores. Any declines in sales of a product to consumers can result in the loss of retail stores and a corresponding decrease in the distribution of the product. It is uncertain whether the consumer base served by these stores would purchase our products at other retail stores. In the past, sales of our products have been affected by retail stores which discontinue a product or carry the product in fewer stores.

A significant part of our sales of skin and hair care products are represented by the Montagne Jeunesse sachet products and Batiste Dry Shampoo products, both of which depend upon the continuation of our distributorship agreements with the manufacturers of these products.

If our agreements with Montagne Jeunesse or Church & Dwight are terminated, we will no longer be able to distribute Montagne Jeunesse or Batiste Dry Shampoo products and sales in our skin and hair care segment would be adversely affected. Please see “Manufacturing and Suppliers” in Item 1 for information on the terms of our agreements with Montagne Jeunesse and Church & Dwight.

We face the risk that raw materials for our products may not be available or that costs for these materials will increase, thereby affecting either our ability to manufacture the products or our gross margin on the products.

We obtain our raw materials from third party suppliers, three of which are sole source suppliers. We have no long term contracts with our suppliers, and, if a contract exists, it is subject to termination or cost increases. We may not have sufficient raw materials for production of products manufactured by us if there is a shortage in raw materials or one of our suppliers terminates our relationship. In addition, changing suppliers could involve delays that restrict our ability to manufacture or buy products in a timely manner to meet delivery requirements of our customers. Our suppliers of products which we distribute can also be subject to the same risk with their vendors.

Until we start to manufacture the products that we acquired in the Acquisition we face the risk that these products may not be available to us or that costs for these products will increase, thereby affecting either our ability to sell the products or our gross margin on the products.

We obtain the products that we acquired in the Acquisition from third party contract manufacturers. We have no long term contracts with these manufacturers. We may not have sufficient inventory of these products if there is a delay in receiving products from one of these third party contract manufacturers or one of them terminates our relationship.

Our sales are affected adversely by returns.

In our industry, our customers may be given authorization by us to return products. These returns result in refunds, a reduction of our revenues and usually the need to dispose of the resulting inventory at discounted prices. Accordingly, the level of returns can significantly impact our revenues and cash flow. See information about returns in “Results of Operations” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”


8


 

Changes in the regulation of our products, including environmental regulations, could have an adverse effect on the distribution, cost or function of our products.

Regulations affecting our products include requirements of the FDA for cosmetic products and environmental regulations affecting emissions from our products. In the past, the FDA has mentioned the treatment of products with AHAs as drugs, which could make our production and sale of certain Alpha® Skin Care products more expensive or prohibitive. Also, in the past, we have been required to change the formulation of our household products to comply with environmental regulations and may be required to do so again in the future if the applicable regulations are further amended.

Security breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.

In the ordinary course of our business, we collect and store sensitive data, including intellectual property, our proprietary business information and that of our customers, suppliers and business partners, and personally identifiable information of our customers and employees, on our networks. The secure processing, maintenance and transmission of this information is critical to our operations. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, disrupt our operations, and damage our reputation, which could adversely affect our future financial results and stock price.

Any adverse developments in litigation could have a material impact on us.

We are subject to lawsuits from time to time in the ordinary course of business. While we expect those lawsuits not to have a material effect on us, an adverse development in any such lawsuit or the insurance coverage for a lawsuit could materially and adversely affect our financial condition and cash flow.

Any loss of our key executives or other personnel could harm our business.

Our success has depended on the experience and continued service of our executive officers and key employees. If we fail to retain these officers or key employees, our ability to continue our business and effectively compete may be substantially diminished. Because of our size, we must rely in many departments within our Company on one or two key employees. The loss of any one of these employees could slow our product development, production of a product and sale and distribution of a product.

Our stock price can be volatile and can decline substantially.

Our stock is traded on the OTC Bulletin Board. The volume of trades in our stock varies from day to day but is relatively limited. As a result, any events affecting us can result in volatile movements in the price of our stock and can result in significant declines in the market price of our stock.

 

ITEM 1B.

UNRESOLVED STAFF COMMENTS.

Not applicable.

 

ITEM 2.

PROPERTIES.

Until February 1, 2013, we owned real property, buildings and related improvements located in Denver, Colorado consisting of four connected buildings and a parking garage (approximately 241,684 square feet in total) and about 16.3 acres of land (the “Property”). These buildings range in age from approximately 16 to 39 years (126,600 square feet having been added in 1995 and 1996). We sold the Property on February 1, 2013 and leased the portion of the Property used by our facilities back from the purchaser. Our facilities house our corporate headquarters and all of our manufacturing and warehouse operations, which are used by both of our operating segments. Please see Note 12 to our Consolidated Financial Statements in Item 8 for information on our leasing back of certain of the facilities that we sold. We believe that our current leased space will provide capacity for growth for the foreseeable future.

 

9


 

ITEM 3.

LEGAL PROCEEDINGS.

We are subject to lawsuits from time to time in the ordinary course of business. While we expect those lawsuits not to have a material effect on us, an adverse development in any such lawsuit or the insurance coverage for a lawsuit could materially and adversely affect our financial condition and cash flow.

 

ITEM 4.

MINE SAFETY DISCLOSURES.

Not applicable.

 

 

 

10


 

PART II

 

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Our $0.10 par value common stock is traded on the OTC Bulletin Board (a regulated quotation service) under the ticker symbol “SLGD.” Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. The high and low prices of our common stock as traded on the OTC Bulletin Board were as follows.

 

2016

Three Months Ended

 

  

2015

Three Months Ended

 

 

  

High

 

  

Low

 

  

 

  

High

 

  

Low

 

March 31

  

$

1.35

 

  

$

1.15

 

  

March 31

  

$

0.99

 

  

$

0.82

 

June 30

  

$

1.47

 

  

$

1.17

 

  

June 30

  

$

1.45

 

  

$

0.84

 

September 30

  

$

1.79

 

  

$

1.19

 

  

September 30

  

$

1.66

 

  

$

0.96

 

December 31

  

$

1.44

 

  

$

1.05

 

  

December 31

  

$

1.54

 

  

$

1.30

 

Shareholders

As of March 30, 2017, based on inquiry, we had approximately 693 shareholders of record.

Dividends

We did not pay any cash dividends during the two most recent fiscal years. No decision has been made as to future dividends.

Equity Plans

The following table provides, as of December 31, 2016, information regarding our 2005 and 2015 Stock Option Plans. We also have an employee stock ownership plan which invests only in our common stock, but which is not included in the table below.

 

Plan Category

  

Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
(a)

 

  

Weighted-average exercise
price of outstanding
options, warrants and
rights
(b)

 

  

Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(c)

 

Equity compensation plans approved by security holders

  

 

1,415,928

 

  

$

0.98

 

  

 

1,212,385

 

Equity compensation plans not approved by security holders

  

 

0

 

  

 

0

 

  

 

0

 

Total

  

 

1,415,928

 

  

$

0.98

 

  

 

1,212,385

 

 

ITEM 6.

SELECTED FINANCIAL DATA.

Not applicable.

 

 

11


 

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Critical Accounting Policies

We have identified the accounting policies summarized below as critical to our business operations and the understanding of our results of operations. These policies involve significant judgments, estimates and assumptions by us. For a detailed discussion on the application of these and other accounting policies, see Note 1 to our Consolidated Financial Statements in Item 8.

Revenue Recognition

Our revenue recognition policy is significant because the amount and timing of revenue is a key component of our results of operations. Certain criteria are required to be met in order to recognize revenue. If these criteria are not met, then the associated revenue is deferred until it is met. In our case, the criteria generally are met when we have an arrangement to sell a product, we have delivered the product in accordance with that arrangement, the sales price of the product is determinable and we believe that we will be paid for the sale.

We establish reserves for customer returns of our products and customer allowances. We estimate these reserves based upon, among other things, an assessment of historical trends, information from customers and anticipated returns and allowances related to current sales activity. These reserves are established in the period of sale and reduce our revenue in that period.

Our reserve for customer allowances includes primarily reserves for trade promotions to support price features, displays, slotting fees and other merchandising of our products to our customers. The actual level of returns and customer allowances are influenced by several factors, including the promotional efforts of our customers, changes in the mix of our customers, changes in the mix of the products we sell and the maturity of the product. We may change our estimates based on actual results and consideration of other factors that cause returns and allowances. In the event that actual results differ from our estimates, the results of future periods may be impacted.

We also establish reserves for coupons, rebates and certain other promotional programs for consumers. We estimate these reserves based upon, among other things, an assessment of historical trends and current sales activity. These reserves are recorded as a reduction of revenue at the later of the date at which the revenue is recognized or the date at which the sale incentive is offered. In the event that actual results differ from our estimates, the results of future periods may be impacted.

We have also established an allowance for doubtful accounts. We estimate this allowance based upon, among other things, an assessment of the credit risk of specific customers and historical trends. We believe our allowance for doubtful accounts is adequate to absorb any losses which may arise. In the event that actual losses differ from our estimates, the results of future periods may be impacted.

Intangible Assets

Intangible assets consist of customer relationships, trade names, formulas and batching processes and a non-compete agreement.  The fair value of the intangible assets is amortized over their estimated useful lives and range from a period of five to 15 years and are reviewed for impairment when changes in market circumstances occur and written down to fair value if impaired.

Goodwill

Goodwill consists of the excess of the purchase price over the fair value of tangible and identifiable intangible assets acquired in the Acquisition discussed in Notes 4 and 5.  Goodwill and intangible assets deemed to have indefinite lives are not amortized but are subject to annual impairment tests, and in certain circumstances these assets are written down to fair value if impaired.

Income Taxes

Income taxes reflect the tax effects of transactions reported in the financial statements and consist of taxes currently payable plus deferred income taxes related to certain income and expenses recognized in different periods for financial and income tax reporting purposes. Deferred income tax assets and liabilities are recognized for the future income tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases. A valuation allowance is provided when it is more-likely-than-not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which related temporary differences become deductible. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.


12


 

Taxes are reported based on tax positions that meet a more-likely-than-not standard and that are measured at the amount that is more-likely-than-not to be realized. Differences between financial and tax reporting which do not meet this threshold are required to be recorded as unrecognized tax benefits or expense. We classify penalty and interest expense related to income tax liabilities as an income tax expense. There are no significant interest and penalties recognized in the statement of operations or accrued on the balance sheet. For additional discussion, see Note 7, “Income Taxes,” to our Consolidated Financial Statements in Item 8.

Inventories Valuation and Reserves

Inventories consist of raw materials and finished goods and are stated at the lower of cost (first-in, first-out method) or market. We estimate an inventory reserve for slow moving and obsolete products and raw materials based upon, among other things, an assessment of historical and anticipated sales of our products. In the event that actual results differ from our estimates, the results of future periods may be impacted. We record a reserve for slow moving and obsolete products and raw materials. We estimate this reserve based upon historical and anticipated sales. Amounts are stated in Note 2.

Recently Issued Accounting Standards

For information on recently issued accounting standards, see Note 1(p), “Recently Issued Accounting Standards,” to our Consolidated Financial Statements in Item 8.

Recently Adopted Accounting Standards

For information on recently adopted accounting standards, see Note 1(q), “Recently Adopted Accounting Standards,” to our Consolidated Financial Statements in Item 8.

Results of Operations

Our consolidated net sales for 2016 were $35,228,400 compared to $29,188,400 for 2015, an increase of $6,040,000 or 20.7%. We saw an 83.4% increase in net sales of our own line of skin and hair care products and a 13.8% increase in net sales of the skin and hair care products that we distribute for other companies. We saw a 5.8% decrease in net sales of our household products. The reasons for the foregoing changes in net sales of our products are described below.

Our net income for 2016 was $1,854,500 compared to a net income of $4,779,900 for 2015, a decrease of $2,925,400 or 61.2%. The decrease in net income for 2016 compared to the net income for 2015 resulted primarily from: (1) changes in income tax expense; and (2) the incurrence of transaction costs related to the Acquisition and the amortization of the acquired intangible assets.

Our income tax expense for 2016 was $1,248,100 versus an income tax benefit of $2,504,500 for 2015. During 2015 we released our valuation allowance related to a deferred tax asset which resulted in the forgoing tax benefit.  See Note 1(k), “Income Taxes,” and Note 7, “Income Taxes,” to our Consolidated Financial Statements in Item 8.

Summary of Results as a Percentage of Net Sales

 

 

Year Ended December 31,

 

 

2016

 

 

2015

 

Net sales

 

 

 

 

 

 

 

Household products

 

17.0

%

 

 

21.8

%

Skin and hair care products

 

83.0

%

 

 

78.2

%

Total net sales

 

100.0

%

 

 

100.0

%

Cost of sales

 

56.9

%

 

 

57.6

%

Gross profit

 

43.1

%

 

 

42.4

%

Other revenue

 

0

%

 

 

0.1

%

 

 

43.1

%

 

 

42.5

%

Operating expenses

 

34.0

%

 

 

34.6

%

Interest expense

 

0.4

%

 

 

0.1

%

 

 

33.6

%

 

 

34.7

%

Income before taxes

 

8.7

%

 

 

7.8

%

13


 

Our gross margins may not be comparable to those of other companies who include all of the costs related to their distribution network in cost of sales because we, like some other companies, exclude a portion of these costs (i.e., freight out to customers) from gross margin. Instead, we include them as part of selling expenses. See Note 1(o), “Operating Costs and Expenses Classification,” to our Consolidated Financial Statements in Item 8.

Comparative Net Sales

 

 

Year Ended December 31,

 

  

Percentage

Increase

 

 

2016

 

  

2015

 

  

(Decrease)

 

Total household products

$

5,992,600

  

  

$

6,359,100

  

  

 

(5.8

%)

Total skin and hair care products

 

29,235,800

  

  

 

22,829,300

  

  

 

28.1

Total net sales

$

35,228,400

  

  

$

29,188,400

  

  

 

20.7

Sales of household products for 2016 accounted for 17.0% of consolidated net sales compared to 21.8% for the same period in 2015. During 2016, the sales of our household products were $5,992,600 as compared to $6,359,100 for the same period in 2015, a decrease of $366,500 or 5.8%. This decrease is attributable primarily to: (1) lower sales of our Scott’s Liquid Gold® Floor Restore product during the last three quarters of 2016 due to it being discontinued at one of our customers during the second quarter of 2016 and (2) lower sales of our Scott’s Liquid Gold® Wood Wash and Touch of Scent® Air Freshener products, which were discontinued at one of our customers. Our Scott’s Liquid Gold® Wood Wash and Touch of Scent® Air Freshener products account for a small percentage of the sales of our total household products.

Sales of skin and hair care products for 2016 accounted for 83.0% of consolidated net sales compared to 78.2% in 2015. The net sales of these products were $29,235,800 in 2016 compared to $22,829,300 in 2015, an increase of $6,406,500 or 28.1%, primarily as a result of the addition of the net sales of Prell®, Denorex® and Zincon®, which we acquired in the Acquisition on June 30, 2016 and an increase in net sales of the Montagne Jeunesse face masque sachets.

The net sales of our own skin and hair care products were $8,561,700 in 2016 compared to $4,668,600 in 2015, an increase of $3,893,100 or 83.4%. This increase is primarily attributable to the addition of the net sales of Prell®, Denorex® and Zincon®, but also included a 10.3% increase in our other skin care products that we make. The net sales of Prell®, Denorex® and Zincon® were $3,412,700 in the third and fourth quarters of 2016.

The net sales of Montagne Jeunesse sachet products and Batiste Dry Shampoo were $20,674,100 in 2016 compared to $18,160,700 in 2015, an increase of $2,513,400 or 13.8%. This increase is primarily attributable to increased sales of Montagne Jeunesse.

We paid our customers a total of $2,574,800 in 2016 for trade promotions to support price features, displays, slotting fees and other merchandising of our products, compared to total spending of $2,517,500 in 2015, an increase of $57,300 or 2.3%. This increase is primarily attributable to trade promotions related to the sales of Prell®, Denorex® and Zincon® offset in part by more efficient trade promotion programs for our skin and hair care products.

Typically, customers that return products to us take a credit on our invoice equal to the original sale price plus a handling charge ranging from 8-10% of the original sales price. Our product returns (as a percentage of net sales) were 0.04% in 2016 compared to 0.33% in 2015. This decrease is primarily attributable to a few of our customers in the first quarter of 2015 returning various products to us that they no longer carry in certain stores.

On a consolidated basis, cost of sales was $20,036,700 for 2016 compared to $16,808,600 for 2015, an increase of $3,228,100 or 19.2%, on a net sales increase of 20.7%. As a percentage of consolidated net sales, cost of sales was 56.9% in 2016 compared to 57.6% in 2015.

As a percentage of net sales of our household products, the costs of sales for our household products increased to 50.0% of net sales in 2016 compared to 47.0% in 2015. This increase is primarily attributable to an increase in our costs for certain raw materials, additional depreciation expense on certain production and warehouse equipment that was purchased in 2016 and an increase in compensation expense during the second half of 2016 for our production and warehouse personnel.


14


 

As a percentage of net sales of our skin and hair care products, the cost of sales for our skin and hair care products decreased to 58.3% in 2016 compared to 60.5% in 2015. This decrease is primarily attributable to a higher percentage of net sales of our own skin and hair products, which have a lower cost than the skin and hair care products that we distribute for other companies.

Operating Expenses, Interest Expense and Other Income

 

 

Year Ended December 31,

 

  

Percentage
Increase

 

 

2016

 

  

2015

 

  

(Decrease)

 

Operating Expenses

 

 

 

  

 

 

 

  

 

 

 

Advertising

$

1,567,200

 

  

$

1,532,600

 

  

 

2.3

%

Selling

 

5,838,000

 

  

 

5,311,200

 

  

 

9.9

%

General and administrative

 

4,571,700

 

  

 

3,258,200

 

  

 

40.3

%

Total operating expenses

$

11,976,900

 

  

$

10,102,000

 

  

 

18.6

%

Other Income

$

12,600

 

  

$

26,900

 

  

 

(53.2

%)

Interest Expense

$

124,800

 

  

$

29,300

 

  

 

325.9

%

Our operating expenses for 2016 were $11,976,900 compared to $10,102,000 for 2015, an increase of $1,874,900 or 18.6%. These expenses consisted primarily of advertising, selling, and general and administrative expenses.

Advertising expenses for 2016 were $1,576,200 compared to $1,532,600 for 2015, an increase of $34,600 or 2.3%.

Selling expenses for 2016 were $5,838,000 compared to $5,311,200 for 2015, an increase of $526,800 or 9.9%. This increase is primarily attributable to an increase in the commissions that we paid our sales brokers and an increase in our costs of freight-out to our customers due to higher sales volume.

General and administrative expenses for 2016 were $4,571,700 compared to $3,258,200 for 2015, an increase of $1,313,500 or 40.3%. This increase is due primarily to an increase in professional fees and bonuses to certain employees related to the Acquisition and the amortization of the acquired intangible assets.

Other income from interest earned on our cash reserves for 2016 and 2015 was $12,600 and $26,900, respectively.

Interest expense for 2016 and 2015 was $124,800 and $29,300, respectively. The increase is due to borrowings under the Credit Agreement on June 30, 2016 to help fund the Acquisition.

During 2016 and 2015, our expenditures for research and development were insignificant.

Liquidity and Capital Resources

Financing Agreements

Please see Note 6 to our Consolidated Financial Statements in Item 8 for information on our financing agreements with Chase. Please see Note 1(e) to our Consolidated Financial Statements in Item 8 for information on our financing agreements with Summit Financial Resources, L.P. (“Summit”) and Wells Fargo Bank, National Association (“Wells Fargo”), which were terminated during 2016.

Liquidity

At December 31, 2016, we had approximately $2.1 million in cash on hand. For 2016, the primary components of working capital (exclusive of cash that was $5,067,800 less at December 31, 2016 compared to December 31, 2015 primarily due to using cash for the Acquisition) that significantly affected operating cash flows are the following: (1) net accounts receivable were $2,441,700 more at December 31, 2016 than at December 31, 2015 due primarily to receivables related to the products acquired in the Acquisition and the timing of receiving payment; (2) inventory at December 31, 2016 was $942,700 more than at December 31, 2015 due primarily to the Acquisition and the timing of receiving certain inventory from our vendors and shipping our products to our customers; and (3) accounts payable and accrued expenses at December 31, 2016 were $862,500 more than at December 31, 2015 due primarily to increased inventory and the timing of payments on our inventory.


15


 

We believe that our cash on hand at any time during 2017 could be significantly less than at December 31, 2016 due primarily to the following: (1) the repayment of a portion of our revolving credit facility with Chase; (2) costs and capital expenditures related to the integration of the Acquisition; (3) the payment of performance bonuses in the first quarter of 2017 to our management, sales, administrative support and operations personnel that where accrued for in 2016; and (4) the timing of receiving and paying for the significant amounts of Batiste Dry Shampoo that we purchase every month from Church & Dwight.

We anticipate that our existing cash and our cash flow from operations, together with our current borrowing arrangement with Chase, will be sufficient to meet our cash requirements for the next 12 months. During 2016, we spent $283,600 to purchase production and warehouse equipment to improve our manufacturing capabilities and efficiencies and on additional production and warehouse equipment that is primarily related to the Acquisition. We expect to make approximately $500,000 in capital expenditures in 2017 on additional production and warehouse equipment that is primarily related to the Acquisition.

 

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

 

 

 

16


 

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

Scott’s Liquid Gold-Inc.

Denver, Colorado

We have audited the accompanying consolidated balance sheets of Scott’s Liquid Gold-Inc. and subsidiaries (the “Company”) as of December 31, 2016 and 2015, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2016. The Company’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Scott’s Liquid Gold-Inc. and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the years in the two-year period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

 

/s/ EKS&H LLLP

March 31, 2017

Denver, Colorado

 

 

 

17


 

Consolidated Statements of Operations

 

 

Year Ended
December 31,

 

 

2016

 

 

2015

 

Net sales

$

35,228,400

 

 

$

29,188,400

 

Operating costs and expenses:

 

 

 

 

 

 

 

Cost of sales

 

20,036,700

 

 

 

16,808,600

 

Advertising

 

1,567,200

 

 

 

1,532,600

 

Selling

 

5,838,000

 

 

 

5,311,200

 

General and administrative

 

4,571,700

 

 

 

3,258,200

 

Total operating costs and expenses

 

32,013,600

 

 

 

26,910,600

 

Income from operations

 

3,214,800

 

 

 

2,277,800

 

Other income

 

12,600

 

 

 

26,900

 

Interest expense

 

(124,800

)

 

 

(29,300

)

Income before income taxes

 

3,102,600

 

 

 

2,275,400

 

Income tax (expense) benefit

 

(1,248,100

)

 

 

2,504,500

 

Net income

$

1,854,500

 

 

$

4,779,900

 

Net income per common share:

 

 

 

 

 

 

 

Basic

$

0.16

 

 

$

0.41

 

Diluted

$

0.15

 

 

$

0.40

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

Basic

 

11,735,202

 

 

 

11,634,515

 

Diluted

 

11,971,249

 

 

 

11,916,038

 

See accompanying notes to these Consolidated Financial Statements.

 

 

 

18


 

Consolidated Balance Sheets

 

 

December 31,

 

 

2016

 

  

2015

 

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

$

2,097,300

 

 

$

7,165,100

 

Accounts receivable, net

 

3,456,400

 

 

 

1,014,700

 

Inventories, net

 

5,641,300

 

 

 

4,698,600

 

Income taxes receivable

 

7,000

 

 

 

0

 

Prepaid expenses

 

319,600

 

 

 

227,200

 

Total current assets

 

11,521,600

 

 

 

13,105,600

 

Property, plant and equipment, net

 

578,400

 

 

 

430,000

 

Deferred tax asset

 

1,392,600

 

 

 

2,556,200

 

Goodwill

 

1,520,600

 

 

 

0

 

Intangible assets, net

 

6,769,100

 

 

 

0

 

Other assets

 

51,000

 

 

 

51,000

 

Total assets

$

21,833,300

 

 

$

16,142,800

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

$

1,939,400

 

 

$

1,238,000

 

Accrued expenses

 

964,800

 

 

 

803,700

 

Income taxes payable

 

0

 

 

 

5,300

 

Current maturities of long-term debt

 

800,000

 

 

 

0

 

Total current liabilities

 

3,704,200

 

 

 

2,047,000

 

Line-of-credit

 

750,000

 

 

 

0

 

Long-term debt, net of current maturities and debt issuance costs

 

1,137,300

 

 

 

0

 

Total liabilities

 

5,591,500

 

 

 

2,047,000

 

Shareholders’ equity:

 

 

 

 

 

 

 

Common stock; $0.10 par value, authorized 50,000,000 shares; issued and outstanding 11,749,589 shares (2016) and 11,710,745 shares (2015)

 

1,175,000

 

 

 

1,171,100

 

Capital in excess of par

 

6,177,800

 

 

 

5,901,100

 

Retained earnings

 

8,889,000

 

 

 

7,023,600

 

Total shareholders’ equity

 

16,241,800

 

 

 

14,095,800

 

Total liabilities and shareholders’ equity

$

21,833,300

 

 

$

16,142,800

 

See accompanying notes to these Consolidated Financial Statements.

 

 

 

19


 

Consolidated Statements of Shareholders’ Equity

 

 

Common Stock

 

  

Capital in
Excess of
Par

 

  

Retained
Earnings

 

 

Total

 

 

Shares

 

  

Amount

 

  

 

 

  

 

 

 

 

 

Balance, December 31, 2014

 

11,549,789

 

  

$

1,155,000

 

 

$

5,713,800

 

 

$

2,243,700

 

 

$

9,112,500

 

Stock-based compensation

 

0

 

 

 

0

 

 

 

162,200

 

 

 

0

 

 

 

162,200

 

Stock options exercised

 

160,956

 

 

 

16,100

 

 

 

25,100

 

 

 

0

 

 

 

41,200

 

Net income

 

0

 

 

 

0

 

 

 

0

 

 

 

4,779,900

 

 

 

4,779,900

 

Balance, December 31, 2015

 

11,710,745

 

 

 

1,171,100

 

 

 

5,901,100

 

 

 

7,023,600

 

 

 

14,095,800

 

Excess tax benefit

 

0

 

 

 

0

 

 

 

0

 

 

 

10,900

 

 

 

10,900

 

Stock-based compensation

 

0

 

 

 

0

 

 

 

248,600

 

 

 

0

 

 

 

248,600

 

Stock options exercised

 

38,844

 

 

 

3,900

 

 

 

28,100

 

 

 

0

 

 

 

32,000

 

Net income

 

0

 

 

 

0

 

 

 

0

 

 

 

1,854,500

 

 

 

1,854,500

 

Balance, December 31, 2016

 

11,749,589

 

 

$

1,175,000

 

 

$

6,177,800

 

 

$

8,889,000

 

 

$

16,241,800

 

See accompanying notes to these Consolidated Financial Statements.

 

 

 

20


 

Consolidated Statements of Cash Flows

 

 

Year Ended
December 31,

 

 

2016

 

  

2015

 

Cash flows from operating activities:

 

 

 

  

 

 

 

Net income

$

1,854,500

 

  

$

4,779,900

 

Adjustment to reconcile net income to net cash provided by operating activities:

 

 

 

  

 

 

 

Depreciation and amortization

 

458,000

 

  

 

160,800

 

Stock-based compensation

 

248,600

 

  

 

162,200

 

Excess tax benefit

 

10,900

 

 

 

0

 

Deferred income taxes

 

1,163,600

 

  

 

(2,556,200

)

Change in operating assets and liabilities:

 

 

 

  

 

 

 

Accounts receivables

 

(2,441,700

)

  

 

26,400

 

Inventories

 

(542,700

  

 

(2,008,900

)

Prepaid expenses and other assets

 

(92,400

  

 

118,800

 

Income taxes (receivable) payable

 

(12,300

  

 

9,000

 

Accounts payable and accrued expenses

 

862,500

 

  

 

725,300

 

Total adjustments to net income

 

(345,500

  

 

(3,362,600

Net Cash Provided by Operating Activities

 

1,509,000

 

  

 

1,417,300

 

Cash flows from investing activities:

 

 

 

  

 

 

 

Cash paid for Acquisition

 

(9,000,000

  

 

0

 

Purchase of property, plant and equipment

 

(283,600

  

 

(190,000

)

Net Cash Used by Investing Activities

 

(9,283,600

  

 

(190,000

)

Cash flows from financing activities:

 

 

 

  

 

 

 

Borrowing under line-of-credit

 

3,694,100

 

 

 

0

 

Repayments under line-of-credit

 

(2,944,100

)

 

 

0

 

Proceeds from issuance of long-term debt

 

2,400,000

 

 

 

0

 

Repayments of long-term debt

 

(400,000

)

 

 

0

 

Debt issuance costs

 

(75,200

)

 

 

0

 

Proceeds from exercise of stock options

 

32,000

 

  

 

41,200

 

Net Cash Provided by Financing Activities

 

2,706,800

 

  

 

41,200

 

Net (Decrease) Increase in Cash and Cash Equivalents

 

(5,067,800

  

 

1,268,500

 

Cash and Cash Equivalents, beginning of year

 

7,165,100

 

  

 

5,896,600

 

Cash and Cash Equivalents, end of year

$

2,097,300

 

  

$

7,165,100

 

Supplemental disclosures:

 

 

 

  

 

 

 

Cash paid during the period for interest

$

112,300

 

  

$

29,300

 

See accompanying notes to these Consolidated Financial Statements.

21


 

Supplemental disclosure of non-cash activity:

 

In connection with the Acquisition (defined in Note 4) during the year ended December 31, 2016, the Company acquired $400,000 of inventory, intangible assets of $7,079,400 and goodwill of $1,520,600 for a total of $9,000,000.

 

 

22


 

Note 1. Organization and Summary of Significant Accounting Policies

(a)

Company Background

Scott’s Liquid Gold-Inc. (a Colorado corporation) was incorporated on February 15, 1954. Scott’s Liquid Gold-Inc. and its wholly-owned subsidiaries (collectively, the “Company,” “we,” “our” or “us”) develop, manufacture, market and sell quality household and skin and hair care products. We are also a distributor in the United States of Montagne Jeunesse skin sachets and Batiste Dry Shampoo manufactured by two other companies. Our business is comprised of two segments, household products and skin and hair care products.

(b)

Principles of Consolidation

Our consolidated financial statements include our accounts and those of our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated.

(c)

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts in our financial statements of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include, but are not limited to, the realization of deferred tax assets, reserves for slow moving and obsolete inventory, customer returns and allowances, stock-based compensation and purchase price allocation. Actual results could differ from our estimates.

(d)

Cash Equivalents

We consider all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents.

(e)

Sale of Accounts Receivable

On November 3, 2008, effective as of October 31, 2008, we entered into a financing agreement with Summit Financial Resources, L.P. (“Summit”) for the purpose of providing working capital. The financing agreement with Summit was amended on March 12, 2009, March 16, 2011 (effective March 1, 2011) and on June 29, 2012 (effective July 1, 2012) and terminated on June 30, 2016.  The financing agreement with Summit provided for a factoring line up to $1.5 million and was secured primarily by accounts receivables, inventory, any lease in which we are a lessor and all investment property and guarantees by our active subsidiaries. There was also an administrative fee of 0.85% per month on the average monthly outstanding loan on the receivable portion of any advance if the average quarterly loan in the prior quarter was less than or equal to $1,000,000, and 0.75% per month if the average quarterly loan in the prior quarter was greater than $1,000,000 and of 1.0% per month on the average monthly outstanding loan on the inventory portion of any advance. In 2016 and 2015, we did not sell any of our accounts receivable to Summit.

On March 16, 2011, with the consent of Summit, we entered into a financing agreement with Wells Fargo Bank, National Association (“Wells Fargo”) for the purpose of further lowering the cost of borrowing associated with the financing of our accounts receivable and on January 29, 2016 we terminated our agreement with Wells Fargo due to Walmart changing its accounts payable policy. Pursuant to this agreement with Wells Fargo, we were able to sell accounts receivable from Wal-Mart at a discount to Wells Fargo; provided, however, that Wells Fargo could reject offers to purchase such receivables in its discretion. These receivables could be purchased by Wells Fargo at a cost to us equal to LIBOR plus 1.15% per annum. The LIBOR rate used depends on the days to maturity of the receivables sold, typically ranging from 102 to 105 days.

In 2016 and 2015, we sold approximately $306,800 and $4,672,888, respectively, of our relevant accounts receivables to Wells Fargo for approximately $305,200 and $4,652,359, respectively. The difference between the invoiced amount of the receivable and the cash that we received from Wells Fargo was a cost to us. This cost was in lieu of any cash discount our customer would have been allowed and, thus, was treated in a manner consistent with standard trade discounts granted to our customers.

The reporting of the sale of accounts receivable to Wells Fargo was treated as a sale rather than as a secured borrowing. As a result, affected accounts receivables were relieved from the Company’s financial statements upon receipt of the cash proceeds.

(f)

Inventories Valuation and Reserves

Inventories consist of raw materials and finished goods and are stated at the lower of cost (first-in, first-out method) or market. We estimate an inventory reserve for slow moving and obsolete products and raw materials based upon, among other things, an

23


 

assessment of historical and anticipated sales of our products. In the event that actual results differ from our estimates, the results of future periods may be impacted. We record a reserve for slow moving and obsolete products and raw materials. We estimate this reserve based upon historical and anticipated sales.

(g)

Property, Plant and Equipment

Property, plant and equipment are recorded at historical cost. Depreciation is provided using the straight-line method over the estimated useful lives of the assets ranging from three to 20 years. Production equipment and production support equipment are estimated to have useful lives of 15 to 20 years and three to 10 years, respectively. Office furniture and office machines are estimated to have useful lives of 10 to 20 and three to five years, respectively. Maintenance and repairs are expensed as incurred. Improvements that extend the useful lives of the asset or provide improved efficiency are capitalized.

(h)

Intangible Assets

Intangible assets consist of customer relationships, trade names, formulas and batching processes and a non-compete agreement.  The fair value of the intangible assets is amortized over their estimated useful lives and range from a period of five to 15 years and are reviewed for impairment when changes in market circumstances occur and written down to fair value if impaired.

(i)

Goodwill

Goodwill consists of the excess of the purchase price over the fair value of tangible and identifiable intangible assets acquired in the Acquisition discussed in Notes 4 and 5.  Goodwill and intangible assets deemed to have indefinite lives are not amortized but are subject to annual impairment tests, and in certain circumstances these assets are written down to fair value if impaired.

(j)

Financial Instruments

Financial instruments which potentially subject us to concentrations of credit risk include cash and cash equivalents and accounts receivable. We maintain our cash balances in the form of bank demand deposits with financial institutions that we believe are creditworthy. As of December 31, 2016, and periodically throughout the year, we have maintained balances in various operating accounts in excess of federally insured limits. We establish an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. We have no significant financial instruments with off-balance sheet risk of accounting loss, such as foreign exchange contracts, option contracts or other foreign currency hedging arrangements.

The recorded amounts for cash and cash equivalents, receivables, other current assets, accounts payable, accrued expenses, long-term debt and line-of-credit approximate fair value due to the short-term nature of these financial instruments. At December 31, 2016 we had long-term debt of $2,000,000 and a $750,000 outstanding balance on our line-of-credit. At December 31, 2015 we had no long-term debt nor an outstanding balance on a line-of-credit.

(k)

Income Taxes

Income taxes reflect the tax effects of transactions reported in the financial statements and consist of taxes currently payable plus deferred income taxes related to certain income and expenses recognized in different periods for financial and income tax reporting purposes. Deferred income tax assets and liabilities are recognized for the future income tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases. A valuation allowance is provided when it is more-likely-than-not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which related temporary differences become deductible. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Taxes are reported based on tax positions that meet a more-likely-than-not standard and that are measured at the amount that is more-likely-than-not to be realized. Differences between financial and tax reporting which do not meet this threshold are required to be recorded as unrecognized tax benefits or expense. We classify penalty and interest expense related to income tax liabilities as an income tax expense. There are no significant interest and penalties recognized in the statement of operations or accrued on the balance sheet.

(l)

Revenue Recognition

Our revenue recognition policy is significant because the amount and timing of revenue is a key component of our results of operations. Certain criteria are required to be met in order to recognize revenue. If these criteria are not met, then the associated revenue is deferred until it is met. In our case, the criteria generally are met when we have an arrangement to sell a product, we have

24


 

delivered the product in accordance with that arrangement, the sales price of the product is determinable and we believe that we will be paid for the sale.

We establish reserves for customer returns of our products and customer allowances. We estimate these reserves based upon, among other things, an assessment of historical trends, information from customers and anticipated returns related to current sales activity. These reserves are established in the period of sale and reduce our revenue in that period.

Our reserve for customer allowances includes primarily reserves for trade promotions to support price features, displays, slotting fees and other merchandising of our products to our customers. The actual level of returns and customer allowances are influenced by several factors, including the promotional efforts of our customers, changes in the mix of our customers, changes in the mix of the products we sell and the maturity of the product. We may change our estimates based on actual results and consideration of other factors that cause returns and allowances. In the event that actual results differ from our estimates, the results of future periods may be impacted.

We also establish reserves for coupons, rebates and certain other promotional programs for consumers. We estimate these reserves based upon, among other things, an assessment of historical trends and current sales activity. These reserves are recorded as a reduction of revenue at the later of the date at which the revenue is recognized or the date at which the sale incentive is offered. In the event that actual results differ from our estimates, the results of future periods may be impacted.

We have also established an allowance for doubtful accounts. We estimate this allowance based upon, among other things, an assessment of the credit risk of specific customers and historical trends. We believe our allowance for doubtful accounts is adequate to absorb any losses which may arise. In the event that actual losses differ from our estimates, the results of future periods may be impacted.

At December 31, 2016 and December 31, 2015 approximately $1,184,700 and $1,179,700, respectively, had been reserved for as a reduction of accounts receivable. Trade promotions to our customers and incentives such as coupons and rebates to the consumer are deducted from gross sales and totaled $2,574,800 and $2,517,500 for the years ended December 31, 2016 and 2015, respectively.

(m)

Advertising Costs

Advertising costs are expensed as incurred.

(n)

Stock-based Compensation

During 2016, we granted options to acquire: (1) 3,000 shares of our common stock to one of our production personnel at a price of $1.20 per share, which vest ratably over 48 months, or upon a change in control under certain circumstances, and which expire after 10 years; (2) 42,576 shares of our common stock to two of our management and administrative personnel at a price of $1.26 per share, which vest ratably over 48 months, or upon a change in control under certain circumstances, and which expire after 10 years; and (3) 90,072 shares of our common stock to our three non-employee board members at a price of $1.26 per share, which vest ratably over 36 months, or upon a change in control under certain circumstances, and which expire after five years. All of the foregoing options were granted at the market value as of the date of grant. The fair value of options is determined at the grant date and the related expense is recognized over the period in which the options vest. The Company recognizes the forfeitures of options as they occur.

During 2015, we granted options to acquire: (1) 326,500 shares of our common stock to 40 of our management and administrative personnel at a price of $1.25 per share, which vest ratably over 48 months, or upon a change in control under certain circumstances, and which expire after 10 years; (2) 200,000 shares of our common stock to one of our executive officers at a price of $1.25 per share, which vest ratably over 60 months, or upon a change in control under certain circumstances, and which expire after 10 years; and (3) 90,000 shares of our common stock to our three non-employee board members at a price of $1.25 per share, half of which vested on the date of grant and the other half of which will vest on the first anniversary of the date of grant, or upon a change in control under certain circumstances, and which expire after five years. All of the foregoing options were granted at the market value as of the date of grant. We also granted options to acquire 100,000 shares of our common stock to one of our executive officers at a price of $1.375 per share, which vest ratably over 48 months, or upon a change in control under certain circumstances, and which expire after five years. Such options were granted at 110% of the market value as of the date of grant.  

25


 

The weighted average fair market value of the options granted in the years ended December 31, 2016 and 2015 were estimated on the date of grant, using a Black-Scholes option pricing model with the following assumptions:  

 

 

2016

 

 

2015

 

Expected life of options (using the “simplified method”)

 

4.3 years

  

 

 

5.3 years

  

Average risk-free interest rate

 

1.1%

 

 

 

1.4%

 

Average expected volatility of stock

 

87%

 

 

 

133%

 

Expected dividend rate

 

None

  

 

 

None

  

Fair value of options granted

 

$ 104,935

 

 

 

$ 755,105

 

Compensation cost related to stock options recognized in operating results (included in general and administrative expenses) was $248,600 and $162,200 for the years ended December 31, 2016 and 2015, respectively. Approximately $690,300 of total unrecognized compensation costs related to non-vested stock options is expected to be recognized over the next 12-60 months, depending on the vesting provisions of the options. There was no tax benefit from recording the non-cash expense as it relates to the options granted to our employees, as these were qualified stock options which are not normally tax deductible.  

 

(o)

Operating Costs and Expenses Classification

Cost of sales includes costs associated with manufacturing and distribution including labor, materials, freight-in, purchasing and receiving, quality control, internal transfer costs, repairs, maintenance and other indirect costs, as well as warehousing and distribution costs. We classify shipping and handling costs comprised primarily of freight-out as selling expenses. Other selling expenses consist primarily of wages and benefits for sales and sales support personnel, travel, brokerage commissions and promotional costs, as well as certain other indirect costs. Shipping and handling costs totaled $1,799,900 and $1,462,600, for the years ended December 31, 2016 and 2015, respectively.

General and administrative expenses consist primarily of wages and benefits associated with management and administrative support departments, business insurance costs, professional fees, office facility rent and related expenses and other general support costs.

(p)

Recently Issued Accounting Standards

In February 2016, the Financial Accounting Standards Board (“FASB”)  issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. We anticipate that most of our operating leases will result in recognition of additional assets and the corresponding liabilities on the Consolidated Balance Sheets. We have not determined the amount of these transactions or the final impact to our earnings as the actual impact will depend on the Company’s lease portfolio at the time of adoption.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 amends the guidance for revenue recognition to replace numerous industry-specific requirements and converges areas under this topic with those of the International Financial Reporting Standards. The ASU implements a five-step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts and customers. Other major provisions include the capitalization and amortization of certain contract costs, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The amendments in this ASU are effective for reporting periods beginning after December 15, 2017, and early adoption is prohibited. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of the adoption. The guidance is not expected to have a material impact on our financial statements and we are currently assessing the need for expanded financial disclosures, if any.

In June 2016, FASB issued ASU No. 2016-13, “Financial Instruments —Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”).  Among other things, these amendments require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Effective for SEC filers for fiscal years, and interim periods within those fiscal years, beginning after December

26


 

15, 2019 (i.e., January 1, 2020, for calendar year entities). We are currently assessing the impact, if any, that the adoption of ASU 2016-13 will have on our financial statements.

In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory” (“ASU 2015-11”), which is intended to simplify the subsequent measurement of inventories by replacing the current lower of cost or market test with a lower of cost and net realizable value test. The guidance applies only to inventories for which cost is determined by methods other than last-in first-out and the retail inventory method. Application of the standard, which should be applied prospectively, is required for the annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The guidance will not have a material impact on our financial statements.

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows: Classification of Certain Cash Receipts and Payments” (“ASU 2016-15”), which provides guidance on eight specific cash flow issues with the objective of reducing diversity in practice. Application of the standard, which should be applied prospectively, is required for the annual and interim periods beginning after December 15, 2017. Early adoption is permitted. We are currently assessing the impact, if any, that the adoption of ASU 2016-15 will have on our financial statements.

 

(q)

Recently Adopted Accounting Standards

In April 2015, the FASB issued ASU No. 2015-03, “Interest — Imputation of Interest (Subtopic 835-30) — Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”), which provides guidance on simplifying the presentation of debt issuance costs, requiring that debt issuance costs related to a recognized debt liability be presented in the consolidated balance sheets as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. In August 2015, the FASB issued ASU No, 2015-15, “Interest – Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements — Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting” (“ASU 2015-15”), which further clarifies ASU 2015-03 as it relates to presentation and subsequent measurement of debt issuance costs related to line-of-credit arrangements. ASU 2015-15 allows an entity deferring and presenting debt issuance costs related to line-of-credit arrangements as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. Both ASU 2015-03 and ASU 2015-15 require retrospective adoption and are effective for financial statement periods beginning after December 15, 2015, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2015-03 and ASU 2015-15 as of January 1, 2016. The adoption did not have a material effect on our consolidated financial statements.

In September 2015, FASB issued ASU No. 2015-16, “Business Combinations (Topic 805) – Simplifying the Accounting for Measurement-Period Adjustments” (ASU 2015-16”), which requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The standard will be effective for us in the first quarter of our fiscal year 2017, although early adoption is permitted. The Company adopted ASU 2015-16 as of June 30, 2016, and the adoption of this standard did not have a material effect on our consolidated financial statements.

 

In March 2016, the FASB issued ASU No. 2016-09, “Compensation-Stock Compensation- Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”), which involves several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Under the new standard, income tax benefits and deficiencies are to be recognized as income tax expense or benefit in the income statement and the tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity should also recognize excess tax benefits regardless of whether the benefit reduces taxes payable in the current period. Excess tax benefits should be classified along with other income tax cash flows as an operating activity. In regards to forfeitures, the entity may make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. This ASU is effective for fiscal years beginning after December 15, 2016 including interim periods within that reporting period, however early adoption is permitted which was elected by the Company. The adoption of this guidance using the modified retrospective method resulted in a $10,900 increase to beginning retained earnings with a corresponding increase in deferred tax assets representing the excess tax benefits generated in years prior to adoption of ASU 2016-09.  Prior to the adoption of ASU 2016-09, the Company was precluded from recording this increase in deferred tax assets due to having a cumulative net operating loss carryforward for Federal income taxes.

 

27


 

Note 2: Inventories

Inventories, consisting of materials, labor and overhead at December 31 were comprised of the following:

 

 

2016

 

 

2015

 

Finished goods

$

2,668,700

 

 

$

2,101,300

 

Raw materials

 

3,035,000

 

 

 

2,717,300

 

Inventory reserve for obsolescence

 

(62,400

)

 

 

(120,000

)

 

$

5,641,300

 

 

$

4,698,600

 

 

Note 3: Property, Plant and Equipment

Property, plant and equipment at December 31 were comprised of the following:

 

 

2016

 

 

2015

 

Production equipment

$

4,995,600

 

 

 $

4,726,200

 

Office furniture and equipment

 

674,600

 

 

 

674,600

 

Other

 

202,400

 

 

 

188,200

 

 

 

5,872,600

 

 

 

5,589,000

 

Less accumulated depreciation

 

(5,294,200

)

 

 

(5,159,000

)

 

$

578,400

 

 

$

430,000

 

Depreciation expense for the years ended December 31, 2016 and 2015 was $135,200 and $160,800, respectively.

 

 

Note 4. Acquisition 

 

On June 30, 2016, Neoteric Cosmetics, Inc. (“Neoteric”), a wholly-owned subsidiary of the Company, entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Ultimark Products, Inc. (“Ultimark”) and consummated the transaction contemplated thereby (the “Acquisition”), pursuant to which Neoteric purchased from Ultimark all intellectual property assets and certain related assets owned by Ultimark as well as inventory of finished goods owned by Ultimark and used in connection with the manufacture, sale and distribution of the Prell®, Denorex® and Zincon® brands of hair and scalp care products (collectively, the “Brands”). The total consideration Neoteric paid for the Brands was approximately $9.1 million, plus or minus any inventory adjustment based on the value of the inventory of finished goods as of the closing compared to the target inventory of $493,034, plus the assumption by Neoteric of certain specific liabilities of Ultimark related to the performance of certain purchase orders and contracts following June 30, 2016. Subsequently, the inventory adjustment of $93,000 reduced the total consideration paid by Neoteric to approximately $9.0 million.

 

The Company incurred $721,600 of transaction costs related to the Acquisition for the year ended December 31, 2016. These expenses were recorded in general and administrative expense in the consolidated statement of operations.

 

 

(a)

Purchase Price Allocation

 

The following summarizes the aggregate fair values of the assets acquired during 2016 as of the date of the Acquisition:

 

Inventories

 

$

400,000

 

Intangible assets

 

 

7,079,400

 

Goodwill

 

 

1,520,600

 

Total assets acquired

 

9,000,000

 

 

Intangible assets in the table above consist of customer relationships of $4,022,100, trade names of $2,362,400, formulas and batching processes of $668,600, and a non-compete agreement of $26,300, and will be amortized over their estimated useful lives of approximately 10 years, 15 years, 12 years and five years, respectively.

 

Goodwill recorded in connection with the Acquisition represents, among other things, future economic benefits expected to be recognized from the Company’s expansion of the products it offers to the skin and hair care segment, as well as expected future synergies and operating efficiencies from combining the acquired products to the brands we manufacture and distribute. All of the recorded goodwill is tax-deductible.

28


 

(b)

Pro Forma Results of Operations (Unaudited)

 

The following table summarizes selected unaudited pro forma condensed consolidated statements of operations data for the years ended December 31, 2016 and 2015 as if the Acquisition had been completed on January 1, 2015.

  

 

 

Pro Forma for the Year

Ended December 31,

 

 

 

2016

 

 

2015

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

38,632,500

 

 

$

36,446,200

 

Net income

 

$

1,867,800

 

 

$

4,838,400

 

 

This selected unaudited pro forma condensed consolidated financial data is included only for the purpose of illustration and does not necessarily indicate what the operating results would have been if the Acquisition had been completed on that date. Moreover, this information does not indicate what our future operating results will be. The information for 2015 and 2016 prior to the Acquisition from Ultimark is included based on prior accounting records maintained by Ultimark. In some cases, Ultimark’s accounting policies may differ materially from accounting policies adopted by the Company following the Acquisition. For 2016, this information includes actual operating results recorded in the financial statements for the period subsequent to the date of the Acquisition on June 30, 2016. The Company’s consolidated statements of operations for the year ended December 31, 2016 includes net sales and net income of $3,412,700 and $482,800, respectively, attributable to the Acquisition.

 

The pro forma amounts included in the table above reflect the application of accounting policies and adjustment of the results of the Acquisition to reflect: (1) the additional amortization that would have been charged to the acquired intangible assets; (2) additional interest expense relating to the borrowings on the term loan and line-of credit, including amortization of debt issuance costs; and (3) the tax impacts.

Note 5. Goodwill and Intangible Assets

Intangible assets consisted of the following:

 

 

 

As of December 31, 2016

 

 

Gross Carrying
Amount

 

Accumulated
Amortization

 

Net Carrying
Value

Intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

4,022,100

 

 

$

201,100

 

 

$

3,821,000

 

Trade names

 

 

2,362,400

 

 

 

78,700

 

 

 

2,283,700

 

Formulas and batching processes

 

 

668,600

 

 

 

27,900

 

 

 

640,700

 

Non-compete agreement

 

 

26,300

 

 

 

2,600

 

 

 

23,700

 

 

 

 

7,079,400

 

 

 

310,300

 

 

 

6,769,100

 

Goodwill

 

 

 

 

 

 

 

 

 

 

1,520,600

 

Total intangible assets

 

 

 

 

 

 

 

 

 

$

8,289,700

 

 

The amortization expense for the year ended December 31, 2016 was $310,300. There was no amortization expense for the year ended December 31, 2015.

 

Estimated amortization expense for 2017 and subsequent years is as follows:

 

2017

 

$

620,700

2018

 

 

620,700

2019

 

 

620,700

2020

 

 

620,700

2021

 

 

617,600

Thereafter

 

 

3,668,700

Total

 

$

6,769,100

 

Note 6: Long-Term Debt and Line-of- Credit

 

On June 30, 2016, Neoteric and the Company, as borrowers, entered into a Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A. (“Chase”), as lender, pursuant to which Chase provided a term loan and a revolving credit facility that

29


 

was used to finance a portion of the Acquisition and for the Company’s general corporate purposes and working capital. The term loan amount is $2.4 million with quarterly payments fully amortized over three years and interest of (i) the LIBO Rate + 3.75% or (ii) the Prime Rate + 1.00%, with a floor of the one month LIBO Rate + 2.5%. At December 31, 2016, our rate was 4.51%. The revolving credit facility amount is $4 million with interest of (i) the LIBO Rate + 3.00% or (ii) the Prime Rate + 0.25%, with a floor of the one month LIBO Rate + 2.5%. At December 31, 2016, our rate was 3.76%. The revolving credit facility will terminate on June 30, 2019 or any earlier date on which the revolving commitment is otherwise terminated pursuant to the Credit Agreement. Under the Credit Agreement we are obligated to pay quarterly an unused commitment fee equal to 0.5% per annum on the daily amount of the undrawn portion of the revolving line-of-credit. The loans are secured by all of the assets of the Company and all of its subsidiaries.

The Credit Agreement requires, among other things, that beginning on December 31, 2016, the Company maintain a Debt Service Coverage Ratio of no less than 1.25 to 1.0 and a Funded Indebtedness to Adjusted EBITDA Ratio of no greater than 3.0 to 1.0.  The Credit Agreement also contains covenants typical of transactions of this type, including among others, limitations on the Company’s ability to: create, incur or assume any indebtedness or lien on our assets; pay dividends or make other distributions; redeem, retire or acquire the Company’s outstanding common stock, options, warrants or other rights; make fundamental changes to its corporate structure or business; make investments or asset sales; or engage in certain other activities as set forth in the Credit Agreement. The Company was in compliance with the covenants in the Credit Agreement as of December 31, 2016. Capitalized terms used but not defined shall have the meanings provided in the Credit Agreement.

 

Maturities of long-term debt and line-of-credit are as follows as of December 31, 2016:

 

2017

 

$

800,000

 

2018

 

 

800,000

 

2019

 

 

1,150,000

 

 

 

 

2,750,000

 

Less unamortized debt issuance costs

 

 

(62,700

)

Total

 

$

2,687,300

 

We recognized $12,500 as a component of interest expense for the year ended December 31, 2016. As of December 31, 2016, the Company had unamortized debt issuance costs of $62,700. Debt issuance costs are amortized using the effective interest method.

Note 7: Income Taxes

The provision for income tax for the years ended December 31 is as follows:

 

 

2016

 

 

2015

 

Current provision (benefit):

 

 

 

 

 

 

 

Federal

$

71,100

 

 

$

60,300

 

State

 

2,400

 

 

 

(8,600

Total current provision (benefit)

 

73,500

 

 

 

51,700

 

Deferred provision (benefit):

 

 

 

 

 

 

 

Federal

 

1,071,300

 

 

 

741,700

 

State

 

103,300

 

 

 

81,200

 

Valuation allowance

 

0

 

 

 

(3,379,100

Total deferred provision (benefit)

 

1,174,600

 

 

 

(2,556,200

Provision (benefit):

 

 

 

 

 

 

 

Federal

 

1,142,400

 

 

 

(2,115,700

State

 

105,700

 

 

 

(388,800

)

Total provision (benefit)

$

1,248,100

 

 

$

(2,504,500

30


 

Income tax expense (benefit) at the statutory tax rate is reconciled to the overall income tax expense (benefit) as follows:

 

 

2016

 

 

2015

 

Federal income tax at statutory rates

$

1,054,900

 

 

$

773,700

 

State income taxes, net of federal tax effect

 

94,800

 

 

 

69,300

 

Permanent differences

 

12,900

 

 

 

13,400

 

Nondeductible stock-based compensation

 

81,800

 

 

 

41,400

 

Other

 

3,700

 

 

 

(23,200

)

Total

 

1,248,100

 

 

 

874,600

 

Change in valuation allowance

 

0

 

 

 

(3,379,100

)

Provision (benefit) for income taxes

$

1,248,100

 

 

$

(2,504,500

Deferred income taxes are based on estimated future tax effects of differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for income tax purposes given the provision of enacted tax laws. The net deferred tax assets and liabilities as of December 31, 2016 and 2015 are comprised of the following:

 

 

2016

 

 

2015

 

Deferred tax assets:

 

 

 

 

 

 

 

Net operating loss carryforwards

$

611,800

  

 

$

1,833,100

 

Tax credit and other carryforwards

 

491,700

  

 

 

413,800

 

Trade receivables

 

80,000

  

 

 

205,200

 

Inventories

 

60,800

  

 

 

70,600

 

Accrued vacation

 

32,600

  

 

 

38,800

 

Intangibles and Goodwill

 

113,800

  

 

 

0

 

Other

 

23,500

  

 

 

20,800

 

Total deferred taxes

 

1,414,200

  

 

 

2,582,300

 

Deferred tax liability:

 

 

 

 

 

 

 

Accumulated depreciation for tax purposes

 

(21,600

)

 

 

(26,100

)

Total deferred tax liabilities

 

(21,600

)

 

 

(26,100

)

Net deferred tax asset, before allowance

 

1,392,600

  

 

 

2,556,200

 

Valuation allowance

 

0

 

 

 

0

 

Net deferred tax asset

$

1,392,600

  

 

$

2,556,200

 

The Company has early adopted ASU 2016-9 relating to stock compensation and appropriately recorded the cumulative effect adjustment to retained earnings. At December 31, 2016, the Company had net operating loss carryforwards of approximately $1,050,000 for federal income tax purposes. The Company also had federal tax credit carryforwards related to research and development efforts of approximately $298,000. The net operating loss carryforwards and the research and development credits will expire over a period ending in 2032 and 2036 respectively. At December 31, 2016, there was approximately $193,000 of alternative minimum tax credits which have no expiration period. State tax loss carryforwards at December 31, 2016 are approximately $8,310,000 expiring over a period ending in 2032.

As of December 31, 2014 the Company had a full valuation allowance against deferred income tax assets. During the year ended December 31, 2015, the Company determined in its judgement, based upon all available evidence (both positive and negative), that it is more-likely-than-not that the net deferred tax assets will be realized. Hence, all deferred tax benefits were recognized and the full valuation allowance was removed as part of the effective tax rate.  

Accounting for uncertainty in income taxes is based on a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. We recognize in our consolidated financial statements only those tax positions that are more-likely-than-not of being sustained as of the adoption date, based on the technical merits of the position. Each year we perform a comprehensive review of our material tax positions.

Our policy is to recognize interest and penalties related to uncertain tax benefits in income tax expense. As we had no uncertain tax benefits during 2016 and 2015, we had no accrued interest or penalties related to uncertain tax positions in either year.


31


 

 

We and our subsidiaries are subject to the following material taxing jurisdictions: United States and Colorado. The tax years that remain open to examination by the Internal Revenue Service are 2013 and years thereafter. However, due to our net operating loss carryforwards from prior periods, the Internal Revenue Service could potentially review the losses back to 2000. The tax years that remain open to examination by the State of Colorado are 2012 and years thereafter.

Note 8: Shareholders’ Equity

In 2005, we adopted a stock option plan for our employees, officers and directors (the “2005 Plan”). At the Annual Shareholders’ Meeting in May 2011, shareholders approved an amendment to the 2005 Plan to increase the number of shares issuable under the plan from 1,500,000 shares to a total of 3,000,000 shares. Options granted before May 2011 were granted at not less than current market price of the stock on the date of grant and were exercisable from five to ten years from the grant date. Options granted after May 2011, pursuant to the plan amendment in May 2011, were required to be granted at not less than the higher of (1) 120% of current market price on the date of grant or (2) the average of market price over the prior 30 trading days.

In 2015, we adopted a stock option plan for our employees, officers and directors (the “2015 Plan”) to replace the 2005 Plan, which expired on March 31, 2015. At the Annual Shareholders’ Meeting in June 2015, shareholders approved the adoption of the 2015 Plan.

Stock option activity under the 2005 and 2015 Plans are as follows:

 

 

 

Number of
Options

 

 

Weighted Average
Exercise Price

 

 

Weighted Average Remaining Contractual
Life

 

 

 

Aggregate Intrinsic Value

2005 Plan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maximum number of shares under the plan

 

3,000,000

 

 

 

 

 

  

 

 

 

 

 

 

 

Outstanding, December 31, 2014

 

918,969

 

 

$

0.53

 

 

 

4.4 years

 

 

 

$

374,600

Granted in 2015

 

0

 

 

 

0.00

 

 

 

 

 

 

 

 

 

Exercised in 2015

 

(160,956

)

 

 

0.26

 

 

 

 

 

 

 

 

 

Cancelled/Expired in 2015

 

(81,500

)

 

 

0.24

 

 

 

 

 

 

 

 

 

Outstanding, December 31, 2015

 

676,513

 

 

$

0.63

 

 

 

4.7 years

 

 

 

$

525,300

Exercisable, December 31, 2015

 

351,832

 

 

$

0.51

 

 

 

3.3 years

 

 

 

$

317,000

Available for issuance, December 31, 2015

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

Granted in 2016

 

0

 

 

 

0.00

 

 

 

 

 

 

 

 

 

Exercised in 2016

 

(27,051

)

 

 

0.64

 

 

 

 

 

 

 

 

 

Cancelled/Expired in 2016

 

(21,149

)

 

 

0.78

 

 

 

 

 

 

 

 

 

Outstanding, December 31, 2016

 

628,313

 

 

$

0.63

 

 

 

3.8 years

 

 

 

$

510,000

Exercisable, December 31, 2016

 

445,818

 

 

$

0.55

 

 

 

2.8 years

 

 

 

$

398,200

Available for issuance, December 31, 2016

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015 Plan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maximum number of shares under the plan

 

2,000,000

 

 

 

 

 

  

 

 

 

 

 

 

 

Outstanding, December 31, 2014

 

0

 

 

$

0.00

 

 

 

 

 

 

 

 

 

Granted in 2015

 

716,500

 

 

 

1.27

 

 

 

 

 

 

 

 

 

Exercised in 2015

 

0

 

 

 

0.00

 

 

 

 

 

 

 

 

 

Cancelled/Expired in 2015

 

0

 

 

 

0.00

 

 

 

 

 

 

 

 

 

Outstanding, December 31, 2015

 

716,500

 

 

$

1.27

 

 

 

8.4 years

 

 

 

$

102,100

Exercisable, December 31, 2015

 

93,972

 

 

$

1.26

 

 

 

6.8 years

 

 

 

$

14,000

Available for issuance, December 31, 2015

 

1,283,500

 

 

 

 

 

 

 

 

 

 

 

 

 

Granted in 2016

 

135,648

 

 

 

1.26

 

 

 

 

 

 

 

 

 

Exercised in 2016

 

(11,793)

 

 

 

1.25

 

 

 

 

 

 

 

 

 

Cancelled/Expired in 2016

 

(52,740)

 

 

 

1.25

 

 

 

 

 

 

 

 

 

Outstanding, December 31, 2016

 

787,615

 

 

$

1.27

 

 

 

7.2 years

 

 

 

$

136,000

Exercisable, December 31, 2016

 

261,293

 

 

$

1.27

 

 

 

6.5 years

 

 

 

$

45,500

Available for issuance, December 31, 2016

 

1,212,385

 

 

 

 

 

 

 

 

 

 

 

 

 

 

32


 

A summary of additional information related to the options outstanding as of December 31, 2016 under the 2005 and 2015 Plans are as follows:

 

2005 Plan Range of Exercise Prices

  

Number of Options

 

Weighted Average Remaining Contractual
Life

 

Weighted Average Exercise
Price

 

$0.17-$0.39

  

125,000

 

0.3 years

1.2 years

 

$

0.23

$0.40-$0.62

 

140,813

 

1.4 years

 

$

0.44

$0.63-$0.86

 

362,500

 

6.0 years

 

$

0.84

Total

 

628,313

 

3.8 years

 

$

0.63

 

 

 

 

 

 

 

 

2015 Plan Range of Exercise Prices

 

 

 

 

 

 

 

$1.20

 

3,000

 

9.1 years

 

$

1.20

$1.25

 

551,967

 

8.0 years

 

$

1.25

$1.26-1.38

 

232,648

 

5.3 years

 

$

1.31

Total

 

787,615

 

7.2 years

 

$

1.27

We have an Employee Stock Ownership Plan (“Plan”) to provide retirement benefits for our employees. The Plan is designed to invest primarily in our common stock and is non-contributory on the part of our employees. Contributions to the Plan are discretionary as determined by our Board of Directors. We expense the cost of contributions to the Plan. No contributions were made to the Plan in 2016 or 2015. At December 31, 2016 and 2015, a total of 633,426 and 670,675 shares of our common stock, respectively, have been allocated and earned by our employees.

Note 9: Earnings per Share

Per share data is determined by using the weighted average number of common shares outstanding. Common equivalent shares are considered only for diluted earnings per share, unless considered anti-dilutive. Common equivalent shares, determined using the treasury stock method, result from stock options with exercise prices that are below the average market price of the common stock.

Basic earnings per share include no dilution and are computed by dividing income available to common shareholders by the weighted-average number of shares outstanding during the period. Diluted earnings per share reflect the potential of securities that could share in our earnings. There were common stock equivalents of 787,615 and 1,064,000 shares outstanding at December 31, 2016 and 2015, respectively, consisting of stock options that were not included in the calculation of earnings per share because they would have been anti-dilutive.

A reconciliation of the weighted average number of common shares outstanding for the years ended December 31 is as follows:

 

 

2016

 

  

2015

 

Common shares outstanding, beginning of the year

 

11,710,745

 

  

 

11,549,789

 

Weighted average common shares issued

 

24,457

 

  

 

84,726

 

Weighted average number of common shares outstanding

 

11,735,202

 

  

 

11,634,515

 

Dilutive effect of common share equivalents

 

236,047

 

  

 

281,523

 

Diluted weighted average number of common shares outstanding

 

11,971,249

 

  

 

11,916,038

 

 

We have authorized 20,000,000 shares of preferred stock issuable in one or more series, none of which were issued or outstanding as of December 31, 2016 and 2015.


33


 

Note 10: Segment Information

We operate in two different segments: household products and skin and hair care products. Our products are sold nationally and internationally (primarily Canada), directly through our sales force and indirectly through independent brokers and manufacturer’s representatives, to mass merchandisers, drugstores, supermarkets, hardware stores and other retail outlets and to wholesale distributors. Management has chosen to organize our business around these segments based on differences in the products sold.

Accounting policies for our segments are the same as those described in Note 1. We evaluate segment performance based on segment income or loss before income taxes.

The following provides information on our segments as of and for the years ended December 31:

 

 

2016

 

  

2015

 

 

Household
Products

 

 

Skin and Hair
Care Products

 

  

Household
Products

 

 

Skin and Hair
Care Products

 

Net sales

$

5,992,600

 

 

$

29,235,800

 

  

$

6,359,100

 

 

$

22,829,300

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Sales

 

2,993,700

 

 

 

17,043,000

 

 

 

2,988,500

 

 

 

13,820,100

 

Advertising expenses

 

961,100

 

 

 

606,100

 

 

 

1,004,300

 

 

 

528,300

 

Selling expenses

 

1,520,800

 

 

 

4,317,200

 

 

 

1,650,000

 

 

 

3,661,200

 

General and administrative expenses

 

1,559,100

 

 

 

3,012,600

 

 

 

1,435,400

 

 

 

1,822,800

 

Total operating costs and expenses

 

7,034,700

 

 

 

24,978,900

 

 

 

7,078,200

 

 

 

19,832,400

 

(Loss) income from operations

 

(1,042,100

)