ITEM 1A.
RISK FACTORS
ITEM 2.
ITEM 2.
PROPERTIES
ITEM 4.
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
PART II
ITEM 6.
SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
PART IV
i
SCHIFF NUTRITION INTERNATIONAL, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
2.
DIVESTITURES
4.
RECEIVABLES, NET
6.
PROPERTY AND EQUIPMENT, NET
8.
ACCRUED EXPENSES
10.
OTHER ACCUMULATED COMPREHENSIVE INCOME
12.
COMMITMENTS AND CONTINGENCIES
14.
OPERATING SEGMENTS
16.
SUBSEQUENT EVENT
SCHIFF NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
ii
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PART I
Note on Forward-Looking Statements
Certain statements made in this Annual Report on Form 10-K, including statements under the captions “Business,” “Risk Factors,” “Legal Proceedings,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere herein are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on management’s beliefs and assumptions, current expectations, estimates and projections. Statements that are not historical facts, including without limitation statements which are preceded by, followed by or include the words “believes,” “anticipates,” “plans,” “expects,” “estimates,” “may,” “should,” “intends,” or similar expressions, are forward-looking statements. These statements are subject to risks and uncertainties, certain of which are beyond our control, and therefore, actual results may differ materially. The fact that some of the risks may be the same or similar to past reports we have filed with the Securities and Exchange Commission (“SEC”) means only that the risks are present in multiple periods. We believe that many of the risks detailed here are part of doing business in the industry in which we operate and compete and will likely be present in all periods reported. The fact that certain risks are endemic to the industry does not lessen their significance. Forward-looking statements only speak as of the date hereof and we do not undertake and expressly disclaim any obligation to update or release any revisions to any forward-looking statement whether as a result of new information, future events or otherwise, except as required by law. Important factors that may cause these forward-looking statements to be false or materially different from our current expectations include, but are not limited to, the factors discussed in Items 1, 1A, 3, 7 and 7A of this Annual Report.
You should carefully consider the risks described in this Annual Report on Form 10-K, including those set forth in “Item 1A - Risk Factors” below. Any of these risks could have a material adverse effect on our results of operations and financial condition.
General
Schiff Nutrition International, Inc. (“we,” “us,” or “our”) develops, manufactures, markets and distributes branded and private label vitamins, nutritional supplements and nutrition bars in the United States and throughout the world. We offer a broad range of capsules, tablets and nutrition bars. Our portfolio of recognized brands, including Schiff® and Tiger’s Milk®, is marketed primarily through the mass market (including club) and, to a lesser extent, health food store distribution channels.
Prior to fiscal 2006, we were organized into three business units: the Schiff Specialty Unit, the Active Nutrition Unit and the Haleko Unit. The business units generally were managed independently, each with its own sales and marketing resources, and supported by common product research and development, operations and technical services and administrative functions. The Schiff Specialty Unit included the Schiff brand, as well as private label (contract manufacturing) business limited to customers that otherwise carry our products. The Active Nutrition Unit included the Weider® branded global business and the Tiger’s Milk brand. The Haleko Unit, our primary European operations, included the Multipower® and Multaben nutritional supplement brands and private label businesses.
On June 17, 2005, we announced the sale of our Haleko Unit to Atlantic Grupa of Zagreb, Croatia and certain of its subsidiaries for approximately $15.1 million in cash. The transaction included the sale of the capital stock and partnership interests of the international subsidiaries that operate the Haleko Unit. The transaction closed on June 17, 2005, with an effective date of May 1, 2005 (the first day of Haleko’s fiscal year 2006).
On April 1, 2005, we announced the sale of certain assets of our Active Nutrition Unit relating to our Weider branded business domestically and internationally to Weider Global Nutrition, LLC (“WGN”), a wholly-owned subsidiary of Weider Health and Fitness (“WHF”), a privately held company headquartered in California and our majority stockholder. The terms of the transaction provided for a cash payment of approximately $12.9 million and a note receivable of $1.1 million in exchange for assets relating to our domestic Weider branded business, including inventory, receivables, and intangible and intellectual property, the capital stock of certain of our international subsidiaries related to our international Weider branded business (including the working capital of those subsidiaries), and the assumption of certain associated liabilities by WGN. The transaction closed on April 1, 2005, with an effective date of March 1, 2005.
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In connection with the sale of the Weider branded business, we also entered into two separate agreements (domestic and European) whereby we agreed to provide certain general and administrative, research and development, and logistics services to WGN for an annual fee. The domestic service agreement provided for a one year term, with an option to either party to extend the term for one additional year. The parties exercised this option for the second year and have further extended the term of the agreement through March 1, 2008. In connection with the sale of our Haleko Unit, the European service agreement was transferred to the purchaser of the Haleko Unit.
Historical operating results for the Haleko Unit and Weider branded business are reflected as discontinued operations in our consolidated financial statements, including the notes thereto, for all periods presented. The remaining assets and related operations for the Active Nutrition Unit, including our Tiger's Milk and Fi-Bar® brands, were consolidated into our Schiff Specialty Unit. We believe our remaining business, which consists of the aggregation of several product-based operating segments, represents our only reportable segment.
At our 2005 Annual Meeting of Shareholders in October 2005, our stockholders approved a corporate name change from Weider Nutrition International, Inc. to Schiff Nutrition International, Inc.
Our principal executive offices are located at 2002 South 5070 West, Salt Lake City, Utah 84104 and our telephone number is (801) 975-5000. We were incorporated in Delaware in 1996. Our corporate internet web site address is www.schiffnutrition.com. We have included our internet web sites here and elsewhere only as an inactive textual reference. The information contained on the internet web sites is not incorporated by reference into this Annual Report on Form 10-K. We file our proxy statements, annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and all amendments thereto with the SEC. Electronic copies of our periodic reports and current reports, and any amendments to those reports, are available free of charge by accessing our corporate internet web site at www.schiffnutrition.com, which provides a link to www.sec.gov, the web site maintained by the SEC. The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
Recent Developments
In July 2007, our Board of Directors approved a $1.50 per share special cash dividend, which was paid on August 13, 2007 to shareholders of record at the close of business on July 31, 2007. In connection with the declaration of the special dividend, the Board of Directors approved certain dividend equivalent rights, allowing holders of other equity awards, including stock options and restricted stock units, to receive dividend equivalents in the form of cash on each share underlying the stock options and restricted stock units. In aggregate, at July 31, 2007, the record date, the company had approximately 29.9 million common shares (or common share equivalents) outstanding, including approximately 26.6 million shares of outstanding Class A and Class B common stock, approximately 1.8 million shares of Class A common stock underlying outstanding stock options and approximately 1.5 million shares of Class A common stock underlying outstanding restricted stock units. The aggregate amount of the special dividend is approximately $44.9 million, presuming 100 percent vesting of shares underlying stock awards (54 percent vested as of July 31, 2007). To the extent outstanding stock options and restricted stock units were unvested at July 31, 2007, the $1.50 per share dividend was not, and will not be, distributed until after such equity awards become vested.
In connection with the dividend equivalents paid or payable on stock options and certain restricted stock units, we expect to recognize a compensation charge during fiscal 2008. The pre-tax charge will amount to approximately $5.0 million, with approximately $3.0 million recognized during the first fiscal quarter.
Industry Overview
According to the Nutrition Business Journal, the market for vitamins, minerals and supplements in the United States was estimated to be approximately $21.2 billion in 2005. We believe that the market has reached its present size due to a number of factors, including:
·
increased awareness of the health benefits of dietary supplements, especially as reports and medical research indicating a correlation between consumption of specific nutrients and better health and reduced incidence of certain diseases continue to heighten public knowledge of the benefits of dietary supplements for health;
·
a growing population of older Americans, with increased levels of education and discretionary income, who are more likely to consume dietary supplements and nutritional products, with an increasing interest in more proactively managing one’s own health needs;
·
successful new product introductions in part due to new scientific findings; and
·
rising health care costs and the worldwide trend toward preventive health care.
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In recent years, nutritional supplement companies, analysts, publications and other industry sources have indicated a slower growth rate in the nutritional supplement industry. We believe that the slowdown is due in part to, among other factors, increased competition, including intense private label expansion and increasing competition from pharmaceutical and food companies, the lack of industry-wide “blockbuster” products, negative publicity regarding certain nutritional supplement ingredients and companies, and the general maturing of the industry.
Although specific data from the fragmented international markets is not readily available, we believe similar demographics, events, and other trends affect the nutritional supplement market internationally.
Brands, Products and Distribution
We market a broad line of specialty supplements, vitamins and minerals under the Schiff brand, which has been familiar to consumers for over 70 years. The Schiff brand emphasizes high quality and natural ingredients, primarily consisting of tablet, capsule and softgel product forms.
Our Schiff brand specialty supplements are designed to provide consumers with targeted support for their wellness efforts. Our specialty supplements include joint care products marketed under the Schiff brand, including our Move Free® and Glucosamine products. Our Move Free product is one of the leading joint care products in the mass market channel. Move Free net sales were $83.8 million, $86.2 million and $68.9 million, respectively, for fiscal 2007, 2006 and 2005 and represented approximately 48%, 48% and 40%, respectively, of total net sales for fiscal 2007, 2006 and 2005. Due to the divestitures of our Weider branded business and Haleko business, our concentration in this brand and the joint care category have increased. We cannot assure you that Move Free or other of our products currently experiencing strong popularity and growth will maintain sales levels over time. A significant decrease in Move Free or joint care category sales could have a material adverse effect on our results of operations and financial condition. Other specialty supplement products include:
Our Schiff brand vitamin products are designed to provide consumers with essential vitamins and minerals as supplements to healthy diet and exercise. Schiff brand vitamin products include:
The Schiff brand is marketed primarily in the mass market retail channel, with additional limited distribution in health food stores. Our products are sold domestically in leading retail outlets in all 50 states. Our mass market customers include:
We also manufacture private label products for certain retail customers where we sell our branded products. Manufactured private label products are sold to key retailers for distribution under their store brand names. Private label products include specialty supplements, vitamins and minerals, such as joint care products, Vitamin B and Calcium. We service the health food market primarily through sales to leading health food retailers and distributors.
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Our largest customers are Costco and Wal-Mart. Combined, these two customers accounted for approximately 69%, 70% and 72%, respectively, of our total net sales for fiscal 2007, 2006 and 2005. Due to the divestitures of our Weider branded business and Haleko business, our concentration in these customers has increased. Retail customers in our industry generally do not enter into long-term supply contracts with their suppliers, particularly for branded products. Consequently, we do not have supply contracts with either Costco or Wal-Mart and therefore cannot assure you that either Costco or Wal-Mart will continue to be significant customers in the future. The loss of either Costco or Wal-Mart as a customer, or a significant reduction in purchase volume by Costco or Wal-Mart, would have a material adverse effect on our results of operations and financial condition.
We also export certain Schiff products, particularly in the joint care category, to various international markets. In certain countries where we have an existing relationship with a retailer, such as Costco, we sell our products directly to the retailer. We sell to independent distributors in countries where we do not have direct relationships with retailers. See Note 1 of the Notes to Consolidated Financial Statements for domestic and international net sales amounts. See “Item 1 - Business - Government Regulation” and “Item 1A - Risk Factors - Risks Associated with International Markets” for additional information relating to our export business.
We also market a line of nutrition bar products under the Tiger’s Milk and Fi-Bar brands. The Tiger’s Milk product line includes several nutrition bars that supply protein, vitamins and other essential nutrients with fewer calories than a traditional candy bar. The Fi-Bar product line is comprised of snack bars that are free of hydrogenated oils and trans fat, made with wholesome ingredients such as grains, oats, nuts and fruit, and coated with white, semi-sweet or milk chocolate. The Tiger’s Milk and Fi-Bar brands are intended to provide consumers with a healthy alternative to traditional snack foods and candy bars and are sold primarily through mass market retailers and convenience stores, with additional limited distribution in health food stores.
Prior to the fiscal 2006 first quarter sale of our Haleko Unit, we developed, manufactured and marketed nutrition products primarily under the Multipower and Multaben brands. Our Haleko Unit had well-recognized nutritional supplement brands in Europe and nutritional supplement manufacturing capabilities in Germany.
Prior to the fiscal 2005 fourth quarter sale of our Weider branded business, we developed and marketed sports nutrition, nutrition bar and weight management products under the Weider brand. The Weider branded products were distributed primarily through mass market retailers, health food stores, and health clubs and gyms in the United States, Canada and Western Europe as well as on an export basis to South America, Eastern Europe, the Middle East and the Pacific Rim.
Sales and Marketing
Our sales force consists of dedicated sales professionals who are assigned to specific accounts, classes of trade and/or geographic territories. These sales professionals work directly with retailers and distributors to increase knowledge of our products and general nutritional supplement benefits, solicit orders for our products, maximize our shelf presence and provide related product sales assistance. We also utilize brokers to sell our products in certain accounts and classes of trade.
We market our products using a mix of trade and consumer promotions; television, newspaper and print media advertising; and consumer education efforts. Our advertising and marketing expenditures, excluding sales incentives reflected as reductions in net sales or increases in cost of goods sold, were approximately $19.4 million, $18.3 million and $16.9 million, respectively, for fiscal 2007, 2006 and 2005. Classification of promotional costs as a sales reduction or increase in cost of goods sold is required when the promotion effectively represents a price reduction.
During fiscal 2007, we maintained our focus on brand building support for our core brands, particularly relating to our Schiff Move Free brand of joint care products. We continued to employ television, magazine and other media in fiscal 2007, along with several targeted direct mail, public relations and sampling campaigns. During fiscal 2007, our advertisements appeared in various magazines and other publications.
Another key component of our marketing strategy is to educate consumers about innovative, safe and beneficial nutritional supplement products. We participate in consumer education at conferences and trade and consumer shows. Our web sites, including www.schiffvitamins.com, also provide additional educational information to consumers and customers.
Product Research and Development
We are committed to research and development to create safe and efficacious new products and existing product line extensions, and develop more effective and efficient means of processing ingredients for use in products. New product development and process improvements are important to the nutritional supplement industry to create new market opportunities, meet consumer demand and strengthen relationships with customers.
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We maintain an extensive research library and employ a variety of industry relationships to identify new research and development projects offering health and wellness benefits. To support our research and development efforts, we maintain a staff of scientific and technical personnel, invest in formulation, processing and packaging development, perform product quality and stability studies, invest in product efficacy and safety studies, and conduct consumer market research to sample consumer opinions on product concepts, product design, packaging, advertising and marketing campaigns. For research and development initiatives, we conduct research and development in our own facility and with third parties. Product research and development expenses were approximately $3.7 million, $2.9 million and $3.2 million, respectively, for fiscal 2007, 2006 and 2005.
Manufacturing and Product Quality
We manufacture the majority of our products in a capsule and tablet manufacturing facility in Salt Lake City, Utah, which includes our main distribution center and primary administrative offices and also contains our nutrition bar manufacturing operations. Our Salt Lake City capsule and tablet facility is designed and operated to meet United States Pharmacopeia (“USP”) compliance standards. We participate in the USP Dietary Supplement Verification Program, pursuant to which our manufacturing facility has been certified as being compliant with good manufacturing practices (“GMP’s”) promulgated by USP. We are also registered with NSF International (“NSF”) as being certified compliant with NSF GMP’s as set forth in NSF/ANSI Standard 173-2003, Dietary Supplements, Section 8.
Our manufacturing process generally consists of the following operations: (i) sourcing ingredients for products, (ii) warehousing raw ingredients, (iii) measuring ingredients for inclusion in such products, (iv) granulating, blending and grinding ingredients into a mixture with a homogeneous consistency, and (v) encapsulating, tableting, pouring, pouching, bagging or boxing the blended mixture into the appropriate dosage form using either automatic or semiautomatic equipment.
Our bottling and packaging, counting, check weighing and filling operations are automated to promote accuracy and compliance with weights and measures regulations. We have invested in production line flexibility to accommodate various filling sizes, weights or counts of product and final shipped unit configurations to fulfill customer and ultimate consumer needs. The distribution center features a high-rise racked warehouse and a fully automated “order-pick” system using optical readers that interpret bar coded labels on each shipping container.
We maintain and operate a Manufacturing Resource Planning (“MRP”) system that is integrated with distribution, warehousing and quality control, which provides real-time lot and quality tracking of raw materials, work in progress and finished goods. We manufactured over 95% of our branded products in fiscal 2007, based on net sales. By manufacturing the majority of our own products, we believe that we maintain better control over product quality and availability, while also reducing production costs. We also have a working relationship with numerous outside manufacturers, including softgel manufacturers and packagers, and utilize these outside sources from time to time. Manufacturing backlogs, to the extent they may occasionally exist, do not have a material impact on delivery time to the customer.
Our quality management systems are detailed and comprehensive, and include a supplier selection and certification process, raw material verification, analytical testing, weight deviation measurement, facility and process audits, and other procedures. The quality management systems also include a professionally equipped and staffed laboratory, enabling analysis of raw materials and finished goods for compliance to specifications. Our products are also subject to extensive shelf life stability testing through which we determine the effects of aging on our products. Outside laboratories are used routinely to evaluate our internal test laboratory performance and to supplement our internal testing procedures and capabilities.
We employ a purchasing staff that works with marketing, product development and quality control personnel to source raw materials for our products. Raw materials are sourced principally from China and the United States. We seek to mitigate the risk of a shortage of raw materials through our relationships with our principal suppliers, including identification and qualification of alternative suppliers for the same, or similar, raw materials where available.
We have a long-term supply and license agreement with a third-party supplier for a key ingredient used in our Move Free Advanced product. While we have a contract in place providing for the continuing supply of this ingredient, we cannot assure you that the supplier will continue to supply this ingredient in the quantities we require, or at all. We do not have an alternate supplier for this ingredient. See “Item 1 - Business - Intellectual Property.”
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Competition
The market for the sale of nutritional supplements is highly fragmented and competitive. We believe that competition is based principally upon price, quality and efficacy of products, customer service, marketing support, and new products.
Our competition includes numerous nutritional supplement companies that are highly fragmented in terms of geographic market coverage, distribution channels and product categories. In addition, large pharmaceutical companies and packaged food and beverage companies compete with us in the nutritional supplement market. These companies and many nutritional supplement companies have broader product lines and/or larger sales volumes than us and have greater financial and other resources available to them and possess extensive manufacturing, distribution and marketing capabilities. Private label products of our customers, which have been significantly increasing in certain nutrition categories (including the joint care category), compete directly with our products. In several product categories, private label items have become the market share leaders. Increased competition from such companies and from private label pressures, particularly relating to the joint care category, could have a material adverse effect on our results of operations and financial condition.
Many companies within the industry are privately-held. Therefore, we are unable to assess the size of all of our competitors or where we rank in comparison to such privately-held competitors with respect to sales to retailers. As the nutritional supplement industry continues to evolve, we believe retailers will align themselves with suppliers who are financially stable, market a broad portfolio of products and offer superior customer service. We believe that we compete favorably with other nutritional supplement companies because of our financial stability, brand names, customer service, competitive pricing, sales and marketing support and quality of our product lines.
Government Regulation
The formulation, manufacturing, packaging, labeling, advertising, distribution and sale of our products are subject to the laws and regulations of federal governmental agencies, including the Food and Drug Administration (“FDA”), the Federal Trade Commission (“FTC”), the U.S. Department of Agriculture, the U.S. Consumer Products Safety Commission, the Environmental Protection Agency and the Postal Service, and also various agencies of the states, localities and countries in which we operate and sell our products.
The FDA regulates foods and dietary supplements through the Food, Drug and Cosmetic Act (“FDCA”) and amendments thereto, including the Dietary Supplement Health and Education Act of 1994, as amended (“DSHEA”), which is intended to promote access to safe, quality dietary supplements and information about dietary supplements. DSHEA establishes a statutory class of dietary supplements, including vitamins, minerals, herbs, amino acids and other dietary substances for human use to supplement the diet, as well as concentrates, metabolites, extracts or combinations of such dietary ingredients. Generally, under DSHEA, dietary ingredients on the market before October 15, 1994 may be used without further notification to the FDA. However, dietary ingredients not marketed prior to October 15, 1994 may be “new dietary ingredients” under DSHEA and may require a submission to the FDA at least 75 days prior to marketing such ingredient evidencing a history of use or other evidence of safety to establish that the ingredient will reasonably be expected to be safe. We cannot assure you that the FDA will accept the evidence of safety for any new dietary ingredients that we may want to market, and the FDA’s refusal to accept such evidence could prevent the marketing of such dietary ingredients. In addition, increased FDA enforcement could lead the FDA to challenge dietary ingredients already on the market as “illegal” under the FDCA because of the failure to file a new dietary ingredient notification.
DSHEA permits statements of “nutritional support” for dietary supplements that may describe how particular dietary ingredients affect the structure, function or general well-being of the body or describe the mechanism of action by which dietary ingredients affect the foregoing. These statements of nutritional support, or “structure/function claims,” may not make a health claim or disease claim, meaning that a statement may not claim to diagnose, treat, prevent, cure or mitigate an illness or disease unless the claim was authorized by the FDA. A structure/function claim in advertising or on a product label must have substantiation that the claim is truthful and not misleading, and have a disclaimer that the statement has not been evaluated by the FDA and that the product is not intended to diagnose, treat, cure or prevent any disease. We cannot assure you that a regulatory agency will not deem one or more of our product claims or labels to be impermissible and take adverse action against us.
In addition, DSHEA provides that certain "third-party literature," such as a reprint of a peer-reviewed scientific publication linking a particular dietary ingredient with health benefits, may be used "in connection with the sale of a dietary supplement to consumers" without the literature being subject to the same regulation as labeling. Such literature must not be false or misleading; the literature may not "promote" a particular manufacturer or brand of dietary supplement; and a balanced view of the available scientific information on the subject matter must be presented. We cannot assure you that all third-party literature that we would like to disseminate in connection with our products will satisfy each of these requirements, and failure to satisfy all requirements could prevent use of the literature or subject us to adverse actions by regulatory agencies or other third parties.
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The FDA recently published final GMP’s specifically for the dietary supplement industry. These new GMP’s are more detailed than the GMP’s currently applicable to dietary supplements and may result in increased expenses, changes to our processes or products and/or implementation of additional recordkeeping and administrative procedures. We do not currently expect the incremental cost of compliance efforts to be material.
In late 2006, Congress passed legislation requiring companies that manufacture or distribute over-the-counter products (“OTC”) or dietary supplements to report serious adverse events allegedly associated with their products to the FDA and institute recordkeeping procedures for all alleged adverse events (serious and non-serious). The legislation requires manufacturers and distributors of OTC’s or dietary supplements to report to the FDA any serious adverse event reports received, even if the party making the report provides no medical or other information to the manufacturer or distributor. The legislation also requires the FDA to provide guidance to manufacturers and distributors regarding this legislation (which has not yet been published). We cannot assure you that costs to comply with this legislation, or potential misinterpretation of reported serious adverse events, will not have a material adverse effect on our results of operations and financial condition.
Some of our products are conventional foods, which are also subject to the Nutrition Labeling and Education Act of 1990 (“NLEA”). The NLEA also prohibits health claims being made for a food without prior FDA approval and establishes requirements for ingredient and nutrition labeling. Most of our products are classified as dietary supplements.
The FTC exercises jurisdiction over the advertising of nutritional and dietary supplements under the Federal Trade Commission Act. In November 1998, the FTC published an advertising guideline for the dietary supplement industry entitled “Dietary Supplements: An Advertising Guide for Industry.” These guidelines reiterate many of the policies regarding dietary supplements the FTC has periodically announced over the years, particularly with respect to the substantiation of claims made in advertising of dietary supplement products. In the past several years, the FTC has instituted several enforcement actions against dietary supplement companies alleging false and misleading advertising of certain products. These enforcement actions have resulted in consent decrees and/or the payment of fines by certain of the companies involved. We entered into a consent decree with the FTC effective November 2000 governing diet and weight loss claims and certain disease, safety and comparative health benefit claims.
The National Advertising Division ("NAD") of the Council of Better Business Bureaus oversees an industry-sponsored self-regulatory system that permits competitors to resolve disputes over advertising claims. The NAD also has its own advertising monitoring program, and initiates its own challenges to advertising that it has reviewed. The NAD has no enforcement authority of its own, but may refer matters that the NAD views as violating FTC rules, regulations or guidance to the FTC for further action.
Federal agencies, primarily the FDA and FTC, have a variety of procedures and enforcement remedies available to them, including initiating investigations, issuing warning letters and cease and desist orders, requiring reformulation of products, requiring corrective labeling or advertising, requiring consumer redress (for example, requiring that a company offer to repurchase products previously sold to consumers), seeking injunctive relief or product seizures, and imposing civil penalties or commencing criminal prosecution. In addition, certain state agencies have similar authority. These federal and state agencies have in the past used these remedies in regulating participants in the dietary supplement industry.
Our international activities are subject to regulation in each country in which we sell or distribute our products. In markets outside the United States, before commencing operations or marketing our products, we may be required to obtain approvals, licenses or certifications from a country’s ministry of health or comparable agency. Approvals or licensing may be conditioned on reformulation of products or may be unavailable with respect to certain products or product ingredients. We must also comply with product labeling and packaging regulations that vary from country to country. Furthermore, the regulations of these countries may conflict with those in the United States and with each other, sometimes causing higher costs and expenses, product reformulations, and delay. In countries in which we do not have direct relationships with retailers, independent distributors generally have responsibility for compliance with applicable foreign laws and regulations. These distributors are independent contractors over whom we have limited control.
As a result of our efforts to comply with applicable statutes and regulations, from time to time we have reformulated, eliminated or relabeled certain of our products and revised certain aspects of our sales, marketing and advertising programs. We cannot assure you that we will not have to make such changes or revisions in the future, which could have a material adverse effect on our results of operations and financial condition.
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We may be subject to additional laws or regulations by the FDA or other federal, state, county, local or foreign regulatory authorities, the repeal of laws or regulations which we consider favorable, such as DSHEA, or more stringent interpretations of current laws or regulations, from time to time in the future. We are unable to predict the nature of such future laws, regulations, interpretations or applications, nor can we predict what effect additional governmental regulations, legal proceedings or administrative orders, when and if promulgated or initiated, would have on our business in the future. Such changes could, however, require the reformulation of certain products to meet new standards, the recall or discontinuance of certain products not able to be reformulated, additional recordkeeping requirements, expanded documentation of the properties of certain products, new or different labeling, additional scientific substantiation, additional personnel, or new or additional processes, procedures, or requirements. Any or all of such changes or requirements and the related costs to comply with such changes or requirements could have a material adverse affect on our business, financial condition and results of operations.
Intellectual Property
We own, or have filed for, over 50 trademarks registered with the United States Patent and Trademark Office for our Schiff and Tiger’s Milk brands and certain of our products (including Move Free) and slogans. We also license rights for names material to our business, including Move Free, and for the use of our brand names, including Schiff and Tiger’s Milk, in certain countries outside of North America. However, the protection available in foreign jurisdictions may not be as extensive as the protection available to us in the United States.
We rely on common law trademark rights to protect our unregistered trademarks. Common law trademark rights do not provide us with the same level of protection as afforded by a United States federal registration of a trademark. In addition, common law trademark rights are limited to the geographic area in which the trademark is actually used.
Our Move Free Advanced product contains a key ingredient, the rights for which we license from a third-party supplier pursuant to a long-term supply and license agreement. The term of the agreement extends through May 2009, with automatic one-year extensions unless terminated by us or by the supplier upon our breach of the agreement and failure to cure the breach within a prescribed time period. Our supplier has patents and patents pending relating to the key ingredient, and has granted us exclusive rights to market and sell the ingredient for joint care purposes in certain territories and classes of trade. However, our supplier is currently in litigation with third parties alleging patent infringement in connection with the sale of the key ingredient by third parties in products similar to our Move Free Advanced product. We cannot assure you that our supplier will prevail in such litigation or be successful in preventing third parties from selling the key ingredient in their competing products. This could have a material adverse effect on our Move Free Advanced sales, results of operations and financial condition.
Employees
At May 31, 2007, we employed approximately 404 persons, of whom approximately were in management, sales, purchasing, logistics and administration and approximately 170 were in manufacturing operations. In addition, we utilize temporary employees in some of our manufacturing operations. We are not party to any collective bargaining arrangements and believe that our relationship with our employees is good.
Dependence on Individual Products, Product Lines and the Joint Care Category. Certain products and product lines (particularly in the joint care category) account for a significant amount of our total net sales. Net sales of our Schiff Move Free brand were approximately 48%, 48% and 40%, respectively, of total net sales for fiscal 2007, 2006 and 2005. Due to the divestitures of our Weider branded business and Haleko Unit, our concentration in the Move Free brand and the joint care category has increased. We cannot assure you that Move Free or other of our products currently experiencing strong popularity and growth will maintain sales or margin levels over time. A significant decrease in Move Free or joint care category sales could have a material adverse effect on our results of operations and financial condition.
Dependence on Significant Customers. Our largest customers are Costco and Wal-Mart. Combined, these two customers accounted for approximately 69%, 70% and 72%, respectively, of our total net sales for fiscal 2007, 2006 and 2005. Due to the divestitures of our Weider branded business and Haleko Unit, our concentration in these customers has increased. We do not have supply contracts with either Costco or Wal-Mart and therefore cannot assure you that either Costco or Wal-Mart will continue to be significant customers in the future. The loss of either Costco or Wal-Mart as a customer, or a significant reduction in purchase volume by Costco or Wal-Mart, would have a material adverse effect on our results of operations and financial condition.
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Effect of Unfavorable Publicity. We believe sales of our products are highly dependent on consumer perception of the safety, quality and efficacy of our products as well as similar or other nutritional supplement products distributed and sold by other companies. Consumer perception of our products can be significantly influenced by scientific research or findings, regulatory investigations, litigation, national media attention, and other publicity regarding our products and other nutritional supplements, including publicity regarding the legality or quality of particular ingredients or products or the nutritional supplement market in general. From time to time, there is unfavorable publicity, scientific research, litigation, regulatory proceedings and other media attention regarding our industry. There has recently been unfavorable publicity regarding items imported from China, where we source a large amount of our raw materials. There can be no assurance that future publicity, scientific research or findings, litigation, regulatory proceedings, or media attention will be favorable to the nutritional supplement market or any particular product or ingredient, or consistent with earlier favorable publicity, research, findings, litigation, proceedings or media attention. Adverse publicity, media attention, research, findings, litigation, proceedings or other reports, whether or not accurate, could have a material adverse effect on our results of operations and financial condition. In addition, adverse publicity, reports or other media attention regarding the safety, quality, or efficacy of our products or ingredients or nutritional supplement products or ingredients in general, or associating the consumption of our products or ingredients or nutritional supplement products or ingredients in general with illness or other adverse effects, whether or not scientifically supported or accurate, could have a material adverse effect on our results of operations and financial condition.
Risks of Competition and Pricing Pressures. The market for the sale of nutritional supplements is highly competitive. Many of our principal competitors have greater financial and other resources available to them and possess extensive manufacturing, distribution and marketing capabilities. Private label products of our customers, the number of which has been significantly increasing in certain nutrition categories (including joint care), also create significant pricing pressure and competition with our products. Because nutritional supplements can be purchased in various channels of distribution, we also compete with products sold outside of the mass market retail channel, including health food stores, direct sales, direct mail and internet distribution channels. Increased competition from competitors, including expansion of private label products, or increased pricing pressure, could have a material adverse effect on our results of operations and financial condition.
Among other factors, competition among manufacturers, distributors and retailers of nutritional supplements is based upon price. Because of the high degree of price competition, we have not always been able to pass on increases in raw material prices to our customers. If one or more of our competitors significantly reduce their prices in order to gain market share (particularly relating to the joint care category), or if raw material prices increase and we are unable to pass along the increased cost to our customers (particularly relating to the joint care category), our results of operations and financial condition could be materially adversely affected.
Raw Material Price Increases. Raw materials account for a significant portion of our manufacturing costs. We have encountered material fluctuations in the pricing of key raw materials in the past, particularly relating to joint care category products. During fiscal 2005 and continuing into fiscal 2006, we experienced margin volatility due to several factors, including significant raw material pricing increases in the joint care category. During fiscal 2005 and early fiscal 2006, as a result of the raw material pricing volatility and the inability to secure acceptable price increases from customers, we discontinued certain private label (contract manufacturing) business. During fiscal 2006 and continuing into fiscal 2007, raw material pricing in the joint care category decreased and appears to be relatively stable. However, the price of key raw materials may not remain relatively constant. Historically, we have not always been able to pass along raw material price increases, and may not be able to do so in the future. Significant increases in raw material prices, particularly relating to the joint care category, could have a material adverse effect on our results of operations and financial condition.
Dependence on Third-Party Suppliers. We acquire all of our raw materials for the manufacture of our products from third parties. A considerable portion of our raw materials relates to our joint care category, which accounts for a significant amount of our total net sales. We cannot assure you that suppliers will provide the raw materials we need in the quantities requested, at a price we are willing to pay or that meet our quality standards and labeling requirements.
We typically do not enter into long-term contracts with our suppliers. However, we have a long-term supply and license agreement with a third-party supplier for a key ingredient used in our Move Free Advanced product. While the contract provides for the continuing supply of this ingredient, we cannot assure you that the supplier will continue to supply this ingredient in the quantities we require, or at all. We do not have an alternate supplier for this ingredient. See “Item 1 - Business - Intellectual Property” and “Item 1A - Risk Factors - Risks Associated with Intellectual Property Rights and Proprietary
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Techniques.” In addition, from time to time, we enter into forward purchase commitments regarding certain raw materials, primarily relating to the joint care category. We cannot assure you that the suppliers will supply the raw materials in accordance with the terms of the forward purchase commitments, or at all. Any significant failure to supply or changes in the material terms of supply by the Move Free Advanced key ingredient supplier or our other raw materials suppliers could have a material adverse effect on our results of operations and financial condition.
We are subject to potential delays in the delivery of raw materials caused by events beyond our control, including, among other factors, strikes or labor disputes, transportation interruptions, weather-related events, natural disasters or other catastrophic events, and changes in government regulations. Any significant delay in or disruption of the supply of raw materials could, among other things, substantially increase the cost of such materials, require reformulation or repackaging of products, require the qualification of new suppliers, or result in our inability to meet customer demands for certain products. The occurrence of any of the foregoing, particularly with respect to raw materials needed for our joint care products, could have a material adverse effect on our results of operations and financial condition.
Dependence on Raw Materials Acquired From Suppliers Outside the United States. We acquire a significant amount of key ingredients for a number of our products (particularly joint care products) from suppliers outside of the United States, particularly China. Accordingly, the acquisition of these ingredients is subject to the risks generally associated with importing raw materials, including, among other factors, delays in shipments, changes in economic and political conditions, quality assurance, nonconformity to specifications or laws and regulations, tariffs, trade disputes and foreign currency fluctuations. While we have a supplier certification program and periodically audit and inspect our suppliers’ facilities both in the United States and internationally, we cannot assure you that raw materials received from suppliers outside of the United States will conform to all specifications, laws and regulations. There has recently been quality and safety issues with certain items imported from China, where we source a large amount of our raw materials. We may incur additional expenses and experience shipment delays due to preventative measures adopted by the Chinese and U.S. governments, our suppliers and our company.
In addition, the discovery of Bovine Spongiform Encephalopathy, commonly referred to as “mad cow disease,” in a country from which we obtain a significant amount of our raw materials (particularly related to the joint care category) derived from bovine sources could prevent us from purchasing such raw materials in the required quantities, at an acceptable price or at all. The occurrence of any of the foregoing, particularly with respect to raw materials needed for our joint care products, could have a material adverse effect on our results of operations and financial condition.
Risks Associated with Intellectual Property Rights and Proprietary Techniques. Although the nutritional supplement industry has historically been characterized by products with naturally occurring ingredients in capsule or tablet form, recently it is becoming more common for suppliers and competitors to apply for patents or develop proprietary technologies and processes. Although we make efforts not to infringe the intellectual property rights of others, there can be no assurance that third parties will not assert intellectual property infringement claims against us or our intellectual property licensors. To the extent that these developments prevent us from, or increase the cost of, offering or supplying competitive products or our licensed proprietary ingredient in the marketplace, or result in litigation or threatened litigation against us related to alleged or actual infringement of third-party rights, these developments could have a material adverse effect on our results of operations and financial condition.
We protect our intellectual property related to investments in research and development by relying on trade secret laws and confidentiality agreements with third parties who have access to information about our research and development activities. When we license our trademarks, proprietary ingredients or other intellectual property from a third party, we typically have contractual rights to require the licensor to adequately protect our intellectual property interests. Nevertheless, we cannot guarantee that such measures will be sufficient to protect our interests. Our Move Free Advanced product contains a key ingredient, the rights for which we license from a third-party supplier pursuant to a long-term supply and license agreement. Our supplier has patents and patents pending relating to the key ingredient, and has granted us exclusive rights to market and sell the ingredient for joint care purposes in certain territories and classes of trade. However, our supplier is currently in litigation with third parties alleging patent infringement in connection with the sale of the key ingredient by third parties in products similar to our Move Free Advanced product. We cannot assure you that our supplier will prevail in such litigation or be successful in preventing third parties from selling the key ingredient in their competing products. This could have a material adverse effect on our Move Free Advanced sales, results of operations and financial condition. See “Item 1 - Business - Manufacturing and Product Quality” and “- Intellectual Property.”
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Risks Associated with International Markets. Until the sale of our Weider branded business and Haleko Unit, we had significant international operations, with approximately 30% of our net sales for fiscal 2005 generated outside the United States. Our international sales efforts are now comprised of selling products, particularly our joint care products, from the United States on an export basis to retail customers or distributors abroad. Operating in international markets exposes us to certain risks, including, among others, difficulty in understanding and complying with foreign regulations, changes in or interpretations of foreign regulations that may further limit our ability to sell certain products or ingredients in certain countries, the potential imposition of trade or foreign exchange restrictions or increased tariffs, difficulties in enforcement of contractual obligations, difficulty in collecting international accounts receivable, potentially longer payment cycles, and political instability. We are often required to reformulate our products before commencing distribution in a given country. We must comply with various and changing local labeling, customs and other regulations. Trademark rights are often difficult to obtain and enforce in countries outside the United States. There is also no assurance that we will be able to obtain and retain the necessary permits and approvals required for our international efforts. The importance of these and other risks relating to exporting goods to foreign countries increases as our export business grows and expands. During fiscal 2007 and continuing into fiscal 2008, we are attempting to increase our distribution of joint care products in international markets. Our inability to successfully launch and maintain sales (especially in the joint care category) outside of the United States while maintaining the integrity of the products sold and complying with local regulations could have a material adverse effect on our results of operations and financial condition.
Inability to Launch New Products and Product Enhancements. We believe our ability to grow in existing markets is partially dependent upon our ability to introduce new and innovative products and product enhancements. The development and commercialization process, particularly relating to innovative products, is both time-consuming and costly and involves a high degree of business risk. Although we seek to introduce additional products each year, the success of new products or product enhancements is subject to a number of variables, including developing products that will appeal to customers, accurately anticipate consumer needs, be successfully commercialized in a timely manner, be priced competitively, be differentiated from those of our competitors, and comply with applicable regulations. The inability to successfully implement marketing and spending programs or strategic initiatives in support of our branded products or product enhancements could have a material adverse effect on our results of operations and financial condition. We cannot assure you that our efforts to develop and introduce new products or existing product innovations will be successful, or that customers will accept new products. The failure to successfully launch or gain distribution for new product offerings or product enhancements could have a material adverse effect on our results of operations and financial condition.
Product Liability and Litigation. As a manufacturer and distributor of products designed to be ingested, we face an inherent risk of exposure to product liability claims and litigation if our products are alleged to have caused significant loss or injury. In addition, the manufacture and sale of our products involve the risk of injury to consumers due to tampering by unauthorized third parties or product contamination. Our products consist of vitamins, minerals, herbs, and other ingredients that are classified as dietary supplements or foods, and generally are not subject to pre-market regulatory approval in the United States. Some of our products contain ingredients that do not have long histories of human consumption, and may not have the effects intended. Previously unknown adverse reactions resulting from human consumption of these, other of our ingredients, or combinations of ingredients could occur. We have been, and in the future may be, subject to various product liability claims, including, among others, that our products caused injury or illness, that our products include inadequate instructions for use, or that our products include inadequate warnings concerning possible side effects or interactions with other substances. A product liability claim against us could result in increased costs, could adversely affect our reputation with our customers and consumers, and could have a material adverse effect on our results of operations and financial condition.
We are party to various lawsuits that arise in the ordinary course of business and may become party to others. While none of the lawsuits in which we are involved as of the date of this filing are reasonably believed to be material, it is possible that future litigation could arise, or that developments could occur in existing litigation, that could have a material adverse effect on our results of operations and financial condition.
Insurance Coverage Limitations and Exclusions. We maintain insurance relating to the operation of our business, including, among other coverages, property, general and product liability, workers’ compensation, and directors’ and officers’ liability policies. However, our insurance coverage is subject to large individual claim deductibles for certain policies, individual claim and aggregate policy limits, and other terms and conditions. In addition, our current product liability coverage excludes claims relating to certain categories of products and products that contain certain ingredients. Certain damages in litigation, such as punitive damages, also are generally not covered by insurance. We cannot assure you that our insurance will be sufficient to cover our losses, that future insurance coverage will not contain additional exclusions or limitations, that we will be able to continue to obtain insurance coverage, or that insurance coverage will be available at an economically reasonable cost. In the event that we do not have adequate or any insurance, product liability claims, litigation or other losses could have a material adverse effect on our results of operations and financial condition.
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Impact of Government Regulation on Our Operations. Our business operations, including the formulation, manufacturing, packaging, labeling, advertising, distribution and sale of our products, are subject to regulation by various foreign, federal, state and local government entities and agencies, particularly the FDA and FTC in the United States. See “Item 1 - Business - Government Regulation.” Failure to comply with applicable regulations could result in changes in product labeling, packaging, or advertising, product reformulations, additional recordkeeping requirements, injunctions, product withdrawals, recalls, product seizures, fines or criminal prosecution. Any of these actions could have a material adverse effect on our results of operations and financial condition. As a result of our efforts to comply with applicable statutes and regulations, from time to time we have reformulated, eliminated or relabeled certain of our products and revised certain aspects of our sales, marketing and advertising programs. We cannot assure you that we will not have to make such changes or revisions in the future, which could have a material adverse effect on our results of operations and financial condition.
The FDA has recently published extensive GMP’s for dietary supplements. See “Item 1 - Business - Government Regulation.” Based on our current number of employees, we are required to comply with the new GMP’s by May 2009. While we do not currently expect the incremental cost of compliance efforts to be material, we cannot assure you that, in complying with the new GMP requirements, we will not incur substantial costs that may have a material adverse effect on our results of operations and financial condition.
In markets outside the United States, before commencing operations or marketing our products, we may be required to obtain approvals, licenses or certifications from a country’s ministry of health or comparable agency. Approvals or licensing may be conditioned on reformulation of products or may be unavailable with respect to certain products or product ingredients. We must also comply with product labeling and packaging regulations that vary from country to country. Furthermore, the regulations of these countries may conflict with those in the United States and with each other. The cost of complying with these various and potentially conflicting regulations can be substantial and could have a material adverse affect on our results of operations and financial condition.
We may also be subject to additional laws or regulations administered by federal, state or foreign regulatory authorities, the repeal or amendment of laws or regulations which we consider favorable, such as DSHEA, or more stringent interpretations of current laws or regulations. Additional or more stringent legislation and regulations regarding the nutritional supplement industry have been considered from time to time. We are unable to predict the nature of such future laws, regulations, interpretations or applications, nor can we predict what effect additional governmental regulations or administrative orders, when and if promulgated, would have on our business in the future. Any or all of these requirements and the related costs to comply with such requirements could have a material adverse effect on our results of operations and financial condition.
Possibility of Product Recalls. Manufacturers and distributors of products in our industry are sometimes subject to the recall of their products for a variety of reasons, including product defects, such as ingredient contamination, packaging safety and inadequate or inaccurate labeling disclosure. If any of our products are recalled due to a product defect or for any other reason, we could be required to incur the unexpected expense of the recall and any legal proceedings that might arise in connection with the recall. In addition, a product recall may require significant management attention. We acquire all of our raw materials for the manufacture of our products from third parties. Although we have procedures in place for testing raw materials used in our products, we cannot assure you that any quality, potency or contamination problems will be detected in time to avoid unforeseen product recalls or lawsuits. There can be no assurance that we would be able to recover these expenses from our suppliers. Additionally, if one of our significant brands were subject to recall, the image of that brand and our company could be harmed. A recall for any of the foregoing reasons could lead to decreased demand for our products and could have a material adverse effect on our results of operations and financial condition.
Dependence on Single Manufacturing Facility. We manufacture most of our products at our manufacturing facility in Salt Lake City, Utah. Accordingly, we are highly dependent on the uninterrupted and efficient operation of our manufacturing facility. Power failures, the breakdown, failure or substandard performance of equipment, the improper installation or operation of equipment, workforce disruptions, natural or other disasters, or the failure to comply with laws or regulations or the requirements or directives of government agencies, including the FDA, could disrupt our operations and have a material adverse effect on our results of operations and financial condition. While we do carry business
interruption insurance, we cannot assure you that our coverage will be sufficient to cover losses from these types of business disruptions or that this insurance will continue to be available to us at an acceptable price, if at all.
Inability to Consummate Successful Acquisitions and Investments. An element of our strategy includes expanding our product offerings, enhancing business development and gaining access to new skills and other resources through strategic acquisitions and investments when attractive opportunities arise. We cannot assure you that attractive acquisition opportunities will be available to us, that we will be able to obtain financing for or otherwise consummate any acquisitions or that any acquisitions which are consummated will prove to be successful.
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Dependence Upon Information Technology Systems. Our success is dependent on the accuracy, reliability and proper use of sophisticated and dependable information processing systems and management information technology. Our information technology systems are designed and selected in order to facilitate order entry and customer billing, maintain customer records, accurately track purchases, manage accounting, finance and manufacturing operations, generate reports, and provide customer service and technical support. Although off-site data back-up is maintained, an interruption in these systems could have a material adverse effect on our results of operations and financial condition.
Control by Principal Stockholder. WHF owns all of our outstanding shares of Class B common stock, representing over 90% of the aggregate voting power of all outstanding shares of our common stock. Three of our directors also serve on the board of directors of WHF. WHF is in a position to exercise control over us and to determine the outcome of all matters required to be submitted to stockholders for approval (except as otherwise provided by law or by our amended and restated certificate of incorporation or amended and restated bylaws) and otherwise to direct and control our operations. Accordingly, we cannot engage in any strategic transactions without the approval of WHF.
We do not have any unresolved comments from the SEC staff.
At May 31, 2007, we leased the following facility:
We believe that this facility is adequate to meet our current needs.
From time to time, we are involved in claims, legal actions and governmental proceedings that arise from our business operations. Although ultimate liability cannot be determined at the present time, based on available information, we do not believe the resolution of these matters will have a material adverse effect on our results of operations and financial condition. However, it is possible that future litigation could arise, or that developments could occur in existing litigation, that could have a material adverse effect on our results of operations and financial condition.
We did not submit any matters to the vote of security holders during the fiscal 2007 fourth quarter.
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PART II
Our Class A common stock is traded on the New York Stock Exchange under the symbol “WNI.” The high and low closing prices of our Class A common stock for each quarter of fiscal 2007 and 2006 are set forth below:
There is no active trading market for our Class B common stock, which is owned entirely by WHF.
In July 2007, our Board of Directors approved a $1.50 per share special cash dividend, which was paid on August 13, 2007 to shareholders of record at the close of business on July 31, 2007. In connection with the declaration of the special dividend, the Board of Directors approved certain dividend equivalent rights, allowing holders of other equity awards, including stock options and restricted stock units, to receive dividend equivalents in the form of cash on each share underlying the stock options and restricted stock units. In aggregate, at July 31, 2007, the record date, the company had approximately 29.9 million common shares (or common share equivalents) outstanding, including approximately 26.6 million shares of outstanding Class A and Class B common stock, approximately 1.8 million shares of Class A common stock underlying outstanding stock options and approximately 1.5 million shares of Class A common stock underlying outstanding restricted stock units. The aggregate amount of the special dividend is approximately $44.9 million, presuming 100 percent vesting of shares underlying stock awards (54 percent vested as of July 31, 2007). To the extent outstanding stock options and restricted stock units were unvested at July 31, 2007, the $1.50 per share dividend was not, and will not be, distributed until after such equity awards become vested.
Our Board of Directors will determine dividend policy in the future based upon, among other factors, our results of operations, financial condition, contractual restrictions and other factors deemed relevant at the time. In addition, our credit facility contains certain customary financial covenants that may limit our ability to pay dividends on our common stock. See Note 12 of the Notes to Consolidated Financial Statements. We can give no assurance that we will pay dividends in the future.
The closing price of our Class A common stock on August 23, 2007 was $5.46. The approximate number of stockholders of record of our Class A common stock on August 23, 2007 was 335. WHF owns all of the 14,973,148 outstanding shares of our Class B common stock.
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The following table presents information about our Class A common stock that may be issued upon the exercise of options, warrants and rights under existing equity compensation plans at May 31, 2007:
(1) The number of securities to be issued upon exercise of outstanding options, warrants and rights includes 1,453,960 shares of restricted stock units, which are excluded in determining the weighted-average exercise price of outstanding options, warrants and rights.
We did not repurchase any of our Class A common stock during the fiscal 2007 fourth quarter.
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The following selected consolidated financial data as of and for the fiscal years ended May 31, 2003 through May 31, 2007, have been derived from our consolidated financial statements. The balance sheet data as of May 31, 2006 and 2007, and the related operating statement data for the fiscal years ended May 31, 2005 through 2007 have been audited by Deloitte & Touche LLP, our independent auditors. The financial data should be read in conjunction with the consolidated financial statements and notes thereto, included elsewhere in this Annual Report on Form 10-K. See “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
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(1)
Effective July 26, 2002, we sold substantially all assets and certain associated liabilities relating to our American Body Building and Science Foods brands.
(2)
Effective May 1, 2003, we sold substantially all of the assets relating to our Venice Beach brand. In accordance with SFAS No. 144, the Venice Beach operating results for fiscal 2003 are reflected as discontinued operations.
(3)
Effective March 1, 2005, we sold certain assets of our Active Nutrition Unit relating to our Weider branded business. In accordance with SFAS No. 144, fiscal years 2003, 2004 and 2005 have been restated to reflect the Weider branded business operating results as discontinued operations. See Note 2 of the Notes to Consolidated Financial Statements.
(4)
Effective May 1, 2005, we sold our Haleko Unit. In accordance with SFAS No. 144, fiscal years 2003, 2004 and 2005 have been restated to reflect the Haleko Unit operating results as discontinued operations. See Note 2 of the Notes to Consolidated Financial Statements.
(5)
Effective June 1, 2002, we adopted SFAS No. 142, which establishes accounting and reporting standards for goodwill and other intangible assets. As a result of adopting SFAS No. 142, we recognized an after-tax goodwill impairment loss of approximately $15.4 million.
The following discussion and analysis should be read in conjunction with the consolidated financial statements, including the notes thereto, appearing elsewhere in this Annual Report on Form 10-K.
Overview
Schiff Nutrition International, Inc. develops, manufactures, markets and distributes branded and private label vitamins, nutritional supplements and nutrition bars in the United States and throughout the world. We offer a broad range of capsules, tablets and nutrition bars. Our portfolio of recognized brands, including Schiff and Tiger’s Milk, is marketed primarily through the mass market (including club) and, to a lesser extent, health food store distribution channels.
Prior to fiscal 2006, we were organized into three business units: the Schiff Specialty Unit, the Active Nutrition Unit and the Haleko Unit. The business units generally were managed independently, each with its own sales and marketing resources, and supported by common product research and development, operations and technical services and administrative functions. The Schiff Specialty Unit included the Schiff brand, as well as private label (contract manufacturing) business limited to customers that otherwise carry our products. The Active Nutrition Unit included our Weider branded global business and the Tiger's Milk brand. The Haleko Unit, our primary European operations, included the Multipower and Multaben nutritional supplement brands and private label businesses.
On June 17, 2005, we announced the sale of our Haleko Unit to Atlantic Grupa of Zagreb, Croatia and certain of its subsidiaries for approximately $15.1 million in cash. The transaction included the sale of the capital stock and partnership interests of the international subsidiaries that operate the Haleko Unit. The transaction closed on June 17, 2005, with an effective date of May 1, 2005 (the first day of Haleko’s fiscal year 2006).
On April 1, 2005, we announced the sale of certain assets of our Active Nutrition Unit relating to our Weider branded business domestically and internationally to Weider Global Nutrition, LLC (“WGN”), a wholly-owned subsidiary of Weider Health and Fitness (“WHF”), a privately held company headquartered in California and our majority stockholder. The terms of the transaction provided for a cash payment of approximately $12.9 million and a note receivable of $1.1 million in exchange for assets relating to our domestic Weider branded business, including inventory, receivables, and intangible and intellectual property, the capital stock of certain of our international subsidiaries related to our international Weider branded business (including the working capital of those subsidiaries), and the assumption of certain associated liabilities by WGN. The transaction closed on April 1, 2005, with an effective date of March 1, 2005.
In connection with the sale of the Weider branded business, we also entered into two separate agreements (domestic and European) whereby we agreed to provide certain general and administrative, research and development, and logistics services to WGN for an annual fee. The domestic service agreement provided for a one year term, with an option to either party to extend the term for one additional year. The parties exercised this option for the second year and have further extended the term of the agreement through March 1, 2008. In connection with the sale of our Haleko Unit, the European service agreement was transferred to the purchaser of the Haleko Unit. We also received a license to use the Weider name for corporate purposes prior to transitioning to the new name for our company.
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Historical operating results for the Haleko Unit and Weider branded business are reflected as discontinued operations in our consolidated financial statements, including the notes thereto, for all periods presented. The remaining assets and related operations for the Active Nutrition Unit, including our Tiger's Milk and Fi-Bar brands, were consolidated into our Schiff Specialty Unit. We believe our remaining business, which consists of the aggregation of several product-based operating segments, represents our only reportable segment.
During fiscal 2005, 2006 and 2007, we continued to provide selling and marketing support intended both to defend our Move Free business against competition, including private label, and ultimately to increase our market share in the joint care product category. During fiscal 2005, we launched our Lubriflex3™ product and supported the introduction with significant selling and marketing support. During fiscal 2006 and 2007, our primary initiative was the introduction of our Move Free Advanced product. We began implementing the Move Free Advanced initiative during the latter part of the fiscal 2006 second quarter. The introduction of Move Free Advanced into substantially all of our significant retail accounts continued during the second half of fiscal 2006 and was completed during the first half of fiscal 2007. In conjunction with the introduction of Move Free Advanced, we provided incremental selling and marketing support during the second half of fiscal 2006 and through fiscal 2007. We believe the Move Free Advanced initiative positively impacted fiscal 2006 and 2007 Move Free net sales. During fiscal 2007 and continuing into fiscal 2008, we are attempting to increase our distribution of joint care products in international markets. Subject to the impact of Move Free Advanced marketing initiatives and competitive joint care category pricing pressures, including private label, and the success of increasing our distribution in international markets, we believe our overall fiscal 2008 net sales will remain relatively constant, as compared to fiscal 2007 net sales. We believe any incremental sales volume in fiscal 2008 may be offset by incremental promotional activity.
Our operating results for fiscal 2005, 2006 and 2007 were impacted by margin volatility due to several factors, including significant raw material pricing fluctuations, particularly in the joint care category, a strong competitive environment and the implementation of our Schiff Move Free Advanced initiative. During fiscal 2006, joint care category raw material prices, which increased significantly during fiscal 2005, returned to pre-fiscal 2005 levels. However, our gross profit throughout fiscal 2006 and 2007 was impacted by previous raw material purchase commitments. During fiscal 2005 and early fiscal 2006, as a result of significant volatility in raw material costs and the inability to secure an acceptable price increase from customers, we discontinued certain private label (contract manufacturing) business.
Our operating results for fiscal 2006 and 2007, respectively, were favorably impacted by approximately $2.7 million and $0.4 million in reimbursement of import costs from certain suppliers. These reimbursements, resulting primarily from the favorable outcome of litigation between one of our suppliers and the U.S. Government, represent refunds of previously paid tariffs on imported raw materials.
Factors affecting our historical results, including the previous implementation of strategic initiatives as well as continuing refinement of our growth and business strategies, are ongoing considerations and processes. While the focus of these considerations is to improve future profitability, we cannot assure you that our decisions relating to these initiatives will not adversely impact our results of operations and financial condition.
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Results of Operations
Fiscal Compared to Fiscal 2006
The following tables show comparative results for selected items as reported and as a percentage of net sales for fiscal 2007 and 2006, (dollars in thousands):
Net Sales. Net sales decreased approximately 3.2% to $172.7 million for fiscal 2007, from $178.4 million for fiscal 2006, primarily due to a decrease in aggregate branded net sales, principally in our joint care category, which was partially offset by an increase in private label sales volume.
Aggregate branded net sales decreased approximately 6.3% to $136.0 million for fiscal 2007, from $145.2 million for fiscal 2006. The decrease primarily resulted from an approximate $5.9 million increase in sales price reductions related to incremental promotional incentives for our branded joint care products, coupled with a modest 1.8% decrease in sales volume, or approximately $3.3 million. Classification of certain promotional costs as a sales reduction is required when the promotion effectively represents a price reduction. We are utilizing more price-discount like promotions due to increased competition, including from private label, and to support and ultimately increase our market share. We expect this increased competition to continue in fiscal 2008. Move Free net sales decreased to $83.8 million for fiscal 2007, from $86.2 million for fiscal 2006. An approximate $2.5 million increase in sales volume and a $1.3 million decrease in allowances for product returns, was more than offset by approximately $6.2 million in incremental promotional incentives, or price-discount like sales reductions.
Private label sales increased approximately 10.4% to $36.6 million for fiscal 2007, from $33.2 million for fiscal 2006, primarily due to an increase in sales volume resulting from securing incremental private label business in the latter part of fiscal 2006 and the early part of fiscal 2007.
Gross Profit. Gross profit increased approximately 16.3% to $68.7 million for fiscal 2007, from $59.1 million for fiscal 2006. Gross profit, as a percentage of net sales, was 39.8% and 33.1%, respectively, for fiscal 2007 and 2006. The increase in gross profit was primarily due to an approximate $19.0 million decrease in joint care raw material costs, partially offset by the $5.9 million increase in sales price reductions related to incremental promotional incentives. Gross profit was also negatively impacted by an overall decrease in sales volume and a higher mix of lower-margin private label sales.
Operating Expenses. Operating expenses increased approximately 15.9% to $51.0 million for fiscal 2007, from $44.0 million for fiscal 2006. Operating expenses, as a percentage of net sales, were 29.6% and 24.7%, respectively, for fiscal 2007 and 2006. The increase in operating expenses resulted primarily from a significant increase in selling and marketing expenses, modest increases in general and administrative and research and development expenses, and an approximate $2.3 million reduction in reimbursement of import costs.
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Selling and marketing expenses, including sales, marketing, advertising, freight and other costs, increased to $32.0 million for fiscal 2007, from $29.0 million for fiscal 2006. Selling and marketing expenses, as a percentage of net sales, were 18.6% and 16.3%, respectively, for fiscal 2007 and 2006. The increase in selling and marketing expenses resulted primarily from an approximate $1.5 million increase in advertising support for Move Free Advanced, an approximate $0.6 million increase in freight expense and an approximate $0.7 million increase in personnel related costs primarily due to the adoption of a long-term management incentive plan involving the grant of performanced based restricted stock units (see Note 11 of Notes to Consolidated Financial Statements).
General and administrative expenses increased to $15.7 million for fiscal 2007, from $14.9 million for fiscal 2006, primarily due to an increase in personnel related costs of approximately $2.1 million, substantially offset by litigation settlements resulting in the reversal of approximately $0.6 million in contingent liabilities and the recognition of approximately $1.0 million in reimbursements of certain insurance premiums and other expenses incurred in prior fiscal years. The increase in personnel related costs includes approximately $2.4 million resulting from the adoption of a long-term management incentive plan involving the grant of performanced based restricted stock units (see Note 11 of Notes to Consolidated Financial Statements) and the recognition of incremental stock-based compensation expense of approximately $0.2 million due to the impact of adopting SFAS No. 123R effective March 1, 2006, partially offset by an approximate $0.4 million decrease in severance expense.
Research and development costs increased to approximately $3.7 million for fiscal 2007, from $2.9 million for fiscal 2006, resulting primarily from an increase in personnel related expenses and expenses associated with product research.
Other Income/Expense. Other income, net, was $2.9 million for fiscal 2007, compared to a $3.3 million for fiscal 2006. Interest income increased by approximately $1.1 million in fiscal 2007, resulting primarily from an increase in cash and available-for-sale securities. As a result of the divestiture of our Haleko Unit, certain international operating entities were substantially liquidated. Accordingly, an approximate $1.6 million non-taxable net foreign currency translation gain, previously reported as other accumulated comprehensive income in stockholders’ equity, was recognized during fiscal 2006.
Provision for Income Taxes. Provision for income taxes was $8.2 million for fiscal 2007, compared to $2.4 million for fiscal 2006. The fiscal 2006 first quarter sale of our Haleko Unit resulted in the recognition of a gain under Internal Revenue Service Code Section 987 (“Section 987”). We reduced our estimated deferred tax liability for Section 987 obligations by approximately $1.5 million, which is reflected as a decrease in income tax expense for fiscal 2006. In addition, we reduced certain valuation allowances and contingent tax liabilities by approximately $3.7 million during fiscal 2006. During the fiscal 2007 fourth quarter, we recognized approximately $0.8 million in incremental net tax liabilities resulting from the impact of recapturing certain previously recognized tax losses, partially offset by further adjustment of the Section 987 gain and valuation allowances, and the reduction of certain contingent tax liabilities. As a result of the more favorable impact of unusual items during fiscal 2006, and the favorable impact of the non-taxable net foreign currency translation gain (see “Other Income/Expense” above), our effective tax rate for fiscal 2007 was substantially greater than the effective tax rate for fiscal 2006. Our effective tax rate was 39.7% for fiscal 2007, compared to 13.0% for fiscal 2006.
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Results of Operations
Fiscal Compared to Fiscal 2005
The following tables show comparative results for selected items as reported and as a percentage of net sales for fiscal 2006 and 2005, (dollars in thousands):
Net Sales. Net sales increased approximately 3.0% to $178.4 million for fiscal 2006, from $173.1 million for fiscal 2005, primarily due to an increase in aggregate branded net sales volume, principally in our joint care category, which was substantially offset by an expected decrease in private label sales volume.
Aggregate branded net sales increased approximately 16.3% to $145.2 million for fiscal 2006, from $124.9 million for fiscal 2005. Branded joint care product sales volume increased approximately $27.0 million, or 21.1%, which more than offset a $7.2 million increase in sales price reductions related to incremental promotional incentives and a $0.6 million increase in allowances for potential product returns associated with branded sales. Classification of certain promotional costs as a sales reduction is required when the promotion effectively represents a price reduction. We are utilizing more price-discount like promotions due to increased competition, including from private label, and to support and ultimately increase our market share. Move Free net sales increased to $86.2 million for fiscal 2006, from $68.9 million for fiscal 2005, primarily due to increased sales volume, as prices remained relatively stable.
Private label sales were $33.2 million and $48.2 million, respectively, for fiscal 2006 and 2005. During fiscal 2005 and early fiscal 2006, as a result of significant volatility in raw material costing and the inability to secure an acceptable price increase from customers, we discontinued certain private label (contract manufacturing) business. Net sales for the discontinued private label business amounted to approximately $1.7 million and $22.6 million, respectively, for fiscal 2006 and 2005. This decrease was partially offset by a sales volume increase in our remaining private label business and the securing of incremental private label business during the latter part of fiscal 2006.
Gross Profit. Gross profit decreased approximately 1.1% to $59.1 million for fiscal 2006, from $59.7 million for fiscal 2005. Gross profit, as a percentage of net sales, was 33.1% and 34.5%, respectively, for fiscal 2006 and 2005. The decrease in gross profit was primarily due to an approximate $10.0 million increase in joint care raw material costs and the approximate $7.2 million increase in sales price reductions related to incremental promotional incentives. The decrease in gross profit was substantially offset by an overall increase in sales volume, including a significant increase in higher-margin branded sales.
Operating Expenses. Operating expenses decreased approximately 2.1% to $44.0 million for fiscal 2006, from $45.0 million for fiscal 2005. Operating expenses, as a percentage of net sales, were 24.7% and 26.0%, respectively, for fiscal 2006 and 2005. This decrease in operating expenses resulted primarily from the fiscal 2006 inclusion of approximately $2.7 million in reimbursement of import costs from certain suppliers, partially offset by modest increases in selling and marketing expenses and general and administrative expenses.
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Selling and marketing expenses, including sales, marketing, advertising, freight and other costs, increased to $29.0 million for fiscal 2006, from $27.8 million for fiscal 2005. Selling and marketing expenses, as a percentage of net sales, were 16.3% and 16.0%, respectively, for fiscal 2006 and 2005. The increase in selling and marketing expenses resulted primarily from an increase in advertising and other marketing expenses in support of our fiscal 2006 introduction of Move Free Advanced, partially offset by a change in the allocation of certain personnel related costs from selling and marketing expenses to general and administrative expenses, subsequent to the sale of our Haleko Unit.
General and administrative expenses increased to $14.9 million for fiscal 2006, from $14.0 million for fiscal 2005, primarily due to an increase in personnel related costs of approximately $1.7 million, including severance expense of approximately $0.4 million, recognition of incremental stock-based compensation expense of approximately $0.6 million, including the impact of adopting SFAS No. 123R effective March 1, 2006, and the change in allocation of certain personnel related costs from selling and marketing expenses to general and administrative expenses, subsequent to the sale of our Haleko Unit. These increases were partially offset by a reduction in legal related costs during fiscal 2006.
Research and development costs decreased to approximately $2.9 million for fiscal 2006, from $3.2 million for fiscal 2005, resulting primarily from a decrease in contracted research relating to new product initiatives.
Other Income/Expense. Other income, net, was $3.3 million for fiscal 2006, compared to a nominal amount for fiscal 2005. Interest income increased by approximately $1.6 million in fiscal 2006, resulting primarily from an increase in cash and available-for-sale securities. As a result of the divestiture of our Haleko Unit, certain international operating entities were substantially liquidated. Accordingly, during fiscal 2006, we recognized an approximate $1.6 million non-taxable net foreign currency translation gain, previously reported as other accumulated comprehensive income in stockholders’ equity.
Provision for Income Taxes. Provision for income taxes was $2.4 million for fiscal 2006, compared to $2.8 million for fiscal 2005. The fiscal 2006 first quarter sale of our Haleko Unit resulted in the recognition of a gain under Section 987. We reduced our estimated deferred tax liability for Section 987 obligations by approximately $1.5 million, which is reflected as a decrease in income tax expense for fiscal 2006. In addition, we reduced certain valuation allowances and contingent tax liabilities by approximately $3.7 million during fiscal 2006. As a result of these unusual items, the favorable impact of the non-taxable net foreign currency translation gain (see “Other Income/Expense” above) and incremental tax-exempt interest income, our effective tax rate was 13.0% for fiscal 2006, compared to 18.6% for fiscal 2005.
Liquidity and Capital Resources
Working capital increased $14.4 million to approximately $104.9 million at May 31, 2007, from $90.5 million at May 31, 2006, primarily due to an increase in liquid assets. Cash and cash equivalents increased $9.6 million and available-for-sale securities increased $5.7 million, primarily resulting from positive operating cash flows for fiscal 2007. Net receivables decreased by approximately $2.7 million, primarily due to a decrease in net sales for May of fiscal 2007, compared to May of fiscal 2006. Accounts payable decreased by approximately $2.6 million, primarily resulting from lower joint care category raw material quantities and costs. Overall, cash provided by operating activities was $18.9 million for fiscal 2007.
On June 30, 2004, we entered into, through our wholly-owned direct operating subsidiary Schiff Nutrition Group, Inc. (“SNG”) (formerly Weider Nutrition Group, Inc.), a $25.0 million revolving credit facility (the “Credit Facility”) with KeyBank National Association, as Agent. In August 2006 we extended the maturity of the Credit Facility from June 30, 2007 to June 30, 2009. The Credit Facility contains customary terms and conditions, including, among others, financial covenants that may limit our ability to pay dividends on our common stock and certain other restrictions. Our obligations under the Credit Facility are secured by a first priority security interest on all of the capital stock of SNG. If our total coverage ratio exceeds a certain limit, our obligations will also be secured by a first priority security interest in all of our domestic assets. In the event we exceed certain other ratio limits, we will be subject to a borrowing base and will be able to borrow up to a lesser of $25.0 million or the sum of (i) 85% of eligible accounts receivable and (ii) 65% of eligible inventory. Borrowings under the Credit Facility bear interest at floating rates based on the KeyBank National Association prime rate or the Federal Funds effective rate. The Credit Facility can be used to fund our normal working capital and capital expenditure requirements, with availability to fund certain permitted strategic transactions. At May 31, 2007, there were no amounts outstanding and $25.0 million was available for borrowing under the Credit Facility.
In July 2007, our Board of Directors approved a $1.50 per share special cash dividend, which was paid on August 13, 2007 to shareholders of record at the close of business on July 31, 2007. In connection with the declaration of the special dividend, the Board of Directors approved certain dividend equivalent rights, allowing holders of other equity awards, including stock options and restricted stock units, to receive dividend equivalents in the form of cash on each share underlying the stock options and restricted stock units. In aggregate, at July 31, 2007, the record date, the company had
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approximately 29.9 million common shares (or common share equivalents) outstanding, including approximately 26.6 million shares of outstanding Class A and Class B common stock, approximately 1.8 million shares of Class A common stock underlying outstanding stock options and approximately 1.5 million shares of Class A common stock underlying outstanding restricted stock units. The aggregate amount of the special dividend is approximately $44.9 million, presuming 100 percent vesting of shares underlying stock awards (54 percent vested as of July 31, 2007). To the extent outstanding stock options and restricted stock units were unvested at July 31, 2007, the $1.50 per share dividend was not, and will not be, distributed until after such equity awards become vested.
The special dividend was funded from cash and liquidation of available-for-sale securities. Approximately $42.6 million of the distribution occurred in August 2007, and the remaining amount will be distributed, if at all, upon the vesting of the stock options and upon the issuance of the shares underlying the restricted stock units.
We believe that our cash, cash flows from operations and the financing sources discussed above will be sufficient to meet our normal cash operating requirements during the next twelve months. However, we continue to review opportunities to acquire or invest in companies, product rights and other investments that are compatible with or complimentary to our existing business. We could use cash and financing sources discussed herein, or financing sources that subsequently become available, to fund additional acquisitions or investments. In addition, we may consider issuing additional debt or equity securities in the future to fund potential acquisitions or growth, or to refinance existing debt. If a material acquisition, divestiture or investment is completed, our operating results and financial condition could change materially in future periods. However, no assurance can be given that additional funds will be available on satisfactory terms, or at all, to fund such activities.
Our Board of Directors will determine dividend policy in the future based upon, among other factors, results of operations, financial condition, contractual restrictions and other factors deemed relevant at the time. In addition, our credit facility contains certain customary financial covenants that may limit our ability to pay dividends on our common stock. We can give no assurance that we will pay dividends in the future.
A summary of our outstanding contractual obligations at May 31, 2007 is as follows (in thousands):
(1) Purchase obligations consist primarily of open purchase orders for goods and services, including primarily raw materials, packaging and outsourced contract manufacturing commitments.
Critical Accounting Policies and Estimates
In preparing our consolidated financial statements, we make assumptions, estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of net sales and expenses during the reported periods. We periodically evaluate our estimates and judgments related to the valuation of inventories and intangible assets, allowances for doubtful accounts, notes receivable, sales returns and discounts, valuation of deferred tax assets, valuation of share-based payments and recoverability of long-lived assets. Note 1 of the Notes to Consolidated Financial Statements describes the accounting policies governing each of these matters. Our estimates are based on historical experience and on our future expectations that are believed to be reasonable. The combination of these factors forms the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from our current estimates and those differences may be material.
We believe the following accounting policies affect some of our more significant estimates and judgments used in preparation of our consolidated financial statements:
·
We provide for inventory valuation adjustments for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand, market conditions and/or liquidation value. For fiscal 2007, 2006 and 2005, respectively, inventory valuation adjustments resulted in a decrease in gross profit and operating income of approximately $0.9 million, $0.1 million and $0.4 million. If actual demand and/or market conditions are less favorable than those projected by management, additional inventory write-downs would be required.
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·
We maintain allowances for doubtful accounts, sales returns and discounts for estimated losses resulting from known customer exposures, including among others, product returns, inability to make payments and expected utilization of offered discounts. Changes in allowances for doubtful accounts, sales returns and discounts resulted in an increase in gross profit and operating income of approximately $0.7 million for fiscal 2006. Fiscal 2007 and 2005 gross profit and operating income were not significantly impacted by changes in these allowances. At May 31, 2007 and 2006, respectively, our allowance for doubtful accounts, sales returns and discounts amounted to approximately $2.2 million and $3.3 million. Actual results may differ from our current estimates, resulting in adjustment of the respective allowance(s).
·
We currently have deferred tax assets primarily resulting from temporary differences between financial and income tax reporting. These deferred tax assets are subject to periodic recoverability assessments. The realization of these deferred tax assets is primarily dependent on future operating results. To the extent that it is more likely than not that future operations will not generate sufficient profit to utilize the tax credit carryforwards, valuation allowances are established. For fiscal 2007, 2006 and 2005, respectively, changes in these valuation allowances resulted in an increase in net income of approximately $0.7 million, $3.1 million and $1.8 million. At May 31, 2007, our deferred tax asset valuation allowances were nil. At May 31, 2006, our deferred tax asset valuation allowances, relating to foreign tax credit carryforwards, amounted to approximately $0.7 million.
·
We recognize compensation expense for certain performance based equity instrument awards (share-based payments) over the performance period based on a periodic assessment of the probability that the performance criteria will be achieved. Our probability assessment considers such factors as historical financial results and future financial expectations, including an analysis of sales trends and operating margins; as well as changes in the nutritional supplements industry and competitive environment. For fiscal 2007 and 2006, respectively, we recognized compensation expense related to these awards of approximately $3.4 million and $0.5 million. At May 31, 2007, total unrecognized compensation expense, based on our assessment of the probability that the performance criteria will be achieved, was approximately $3.4 million.
·
We have certain intangible assets, primarily consisting of goodwill, which are tested for impairment at least annually. The determination of whether or not goodwill is impaired involves significant judgment. Changes in strategy or market conditions could significantly impact our judgment and require adjustment to the recorded goodwill balance.
Impact of Inflation
Inflation affects the cost of raw materials, goods and services we use. In recent years, inflation has been modest. We seek to mitigate the adverse effects of inflation primarily through improved productivity, strategic buying initiatives, and cost containment programs. However, the nutritional supplement industry competitive environment limits our ability to recover higher costs resulting from inflation by raising prices. During fiscal 2005 and fiscal 2006, we were unable to pass on increases in raw material costs relating to our joint care products to our customers. See further discussion of raw material pricing matters in the “General” and “Results of Operations” sections above.
Seasonality
Our business can be seasonal, with fluctuations in sales resulting from timing of marketing and promotional activities, customer buying patterns and consumer spending patterns. In addition, as a result of changes in product sales mix, competitive conditions, raw material pricing pressures and other factors, as discussed above, we experience fluctuations in gross profit and operating margins on a quarter-to-quarter basis.
Recently Issued Accounting Standards
In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 123R, which replaces SFAS No. 123, supersedes Accounting Principles Board (“APB”) Opinion No. 25 and amends SFAS No. 95, “Statement of Cash Flows.” SFAS No. 123R eliminates the ability for public companies to measure share-based compensation transactions at the intrinsic value as allowed by APB Opinion No. 25, and requires that such transactions be accounted for based on the grant date fair value of the award. SFAS No. 123R also amends SFAS No. 95, to require that excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid. Under the intrinsic value method allowed under APB Opinion
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No. 25, the difference between the quoted market price as of the date of the grant and the contractual purchase price of the share is charged to operations over the vesting period, and no compensation expense is recognized for fixed stock options with exercise prices equal to the market price of the stock on the dates of grant. Under the fair value based method as prescribed by SFAS No. 123R, we are required to charge the value of all newly granted stock-based compensation to expense over the vesting period based on the computed fair value on the grant date of the award. Effective March 1, 2006, we adopted SFAS No. 123R using the modified prospective method, recording compensation expense for all awards granted after the date of adoption and for the unvested portion of previously granted awards that remain outstanding at the date of adoption. The adoption of SFAS No. 123R resulted in incremental stock-based compensation expense of approximately $0.3 million and $0.1 million, respectively, for fiscal 2007 and 2006. The incremental stock-based compensation expense caused income from continuing operations to decrease by $0.3 million and $0.1 million, respectively, and net income to decrease by $0.2 million and $0.1 million, respectively, for fiscal 2007 and 2006. The impact on basic and diluted earnings per share was nil. For fiscal 2007 and 2006, respectively, cash provided by operating activities decreased and cash provided by financing activities increased by approximately $0.1 million and $0.1 million related to excess tax benefits from stock-based payment arrangements. Also, remaining deferred compensation costs totaling approximately $0.2 million at March 1, 2006, were reclassified to additional paid-in capital.
In November 2005, the FASB issued FASB Staff Position No. 123R-3 “Transition Election Related to Accounting for Tax Effects of Share-Based Payment Awards” that allows for a simplified method to establish the beginning balance of the additional paid-in capital pool (“APIC Pool”) related to the tax effects of employee stock-based compensation, and to determine the subsequent impact on the APIC Pool and Consolidated Statements of Cash Flows of the tax effects of employee stock-based compensation awards that are outstanding upon adoption of SFAS No. 123R. We did not elect to adopt the simplified method of calculating the beginning balance of the APIC Pool.
In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections," which replaces APB Opinion No. 20, "Accounting Changes," and SFAS No. 3, "Reporting Accounting Changes in Interim Financial Statements." SFAS No. 154 requires changing the accounting and reporting requirements of voluntary and mandatory (unless the pronouncement provides other transition requirements) changes in accounting principle by requiring retroactive application of the change in accounting principle to prior periods' financial statements, unless it is not practical to do so, rather than recording a cumulative catch-up adjustment in net income in the year of the change. Reporting error corrections will be handled similarly to a change in accounting principle. The accounting and reporting requirements of SFAS No. 154 are effective for accounting changes and error corrections made in fiscal years beginning after December 15, 2005.
In September 2006, the Securities and Exchange Commission (the “SEC”) issued Staff Accounting Bulletin (SAB) No. 108, “Financial Statements - Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.” SAB No. 108 provides interpretive guidance on how the effects of prior-year uncorrected misstatements should be considered when quantifying misstatements in the current year financial statements. SAB No. 108 requires registrants to quantify misstatements using both the income statement and balance sheet approach and evaluate whether either approach results in a misstatement that, when all relevant quantitative and qualitative factors are considered, is material. SAB No. 108 is effective for annual financial statements covering the first fiscal year ending after November 15, 2006. The adoption of SAB No. 108 did not have a material impact on our results of operations and financial condition.
In July 2006, the FASB issued Interpretation No. 48, “Uncertainty in Income Taxes,” (“FIN No. 48”), which establishes guidelines for recognizing, measuring and disclosing uncertainties relating to tax benefits reflected in an enterprise’s financial statements. FIN No. 48 establishes a “more-likely-than-not” recognition threshold that must be met before a tax benefit, relative to a tax position in which the enterprise may be uncertain as to whether it will ultimately be sustained as filed in its tax return, can be recognized in the financial statements. We were required to apply the provisions of FIN No. 48 on June 1, 2007. The cumulative effect of adopting FIN No. 48 will result in a decrease in retained earnings of less than $1.0 million.
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements," that defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS No. 157 retains the exchange price notion in defining fair value and clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for the asset or liability. The definition focuses on the price that would be received to sell the asset or paid to transfer the liability (an exit price), not the price that would be paid to acquire the asset or received to assume the liability (an entry price). SFAS No. 157 expands disclosure about the use of fair value to measure assets and liabilities in interim and annual periods subsequent to initial recognition. The additional disclosure focuses on the inputs used to measure fair value and the effect of the measurements on net income for the reporting period. The fair value measurement and disclosure provisions of SFAS No. 157 are effective for financial statements issued for fiscal years beginning after November 15, 2007. We have not yet determined the impact of adopting SFAS No. 157 on our results of operations and financial condition.
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In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” which permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. SFAS No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. The measurement and disclosure provisions of SFAS No. 159 are effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. We have not yet determined the impact of adopting SFAS No. 159 on our results of operations and financial condition.
The following discussion involves forward-looking statements of market risk which assume that certain adverse market conditions may occur. Actual future market conditions may differ materially from such assumptions. Accordingly, the forward-looking statements should not be considered our projections of future events or losses.
Our cash flows and net earnings may be subject to fluctuations resulting from changes in interest rates. Our current policy does not allow speculation in derivative instruments for profit or execution of derivative instrument contracts for which there is no underlying exposure. We do not use financial instruments for trading purposes. We measure market risk, related to our holdings of financial instruments, based on changes in interest rates utilizing a sensitivity analysis. Our Credit Facility, under which borrowings bear interest at floating rates, had no amounts outstanding at May 31, 2007. We do not believe that a hypothetical 10% change in interest rates would have a material effect on our pretax earnings or cash flows.
Previously, our cash flows and net earnings were also subject to fluctuations resulting from changes in foreign currency exchange rates. However, as a result of the divestitures of our Weider branded business and Haleko Unit, we no longer have operating subsidiaries whose net sales and expenses are denominated in foreign currencies. Therefore, changes in foreign currency exchange rates are not expected to have a material impact on future cash flows and net earnings.
The consolidated financial statements and supplementary data and the report of Deloitte & Touche LLP, our independent registered public accountants, are on the following pages through and are incorporated herein by reference.
None.
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and we are required to apply our judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the year covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective.
There has been no change in our internal controls over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
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PART III
None.
See our 2007 Definitive Proxy Statement, incorporated by reference in Part III of this Annual Report on Form 10-K, under the headings “Board of Directors and Corporate Governance Information,” “Nominees for Election to our Board of Directors,” “Executive Officers” and “Section 16(a) Beneficial Ownership Reporting Compliance.” Information regarding our Code of Business Conduct and Ethics is also incorporated by reference to our 2007 Definitive Proxy Statement under the heading “Board of Directors and Corporate Governance Information.”
We have filed the certifications of our Chief Executive Officer and Chief Financial Officer required pursuant to Section 302 of the Sarbanes - Oxley Act of 2004 as exhibits to this Annual Report on Form 10-K.
On November 8, 2006, we submitted to the New York Stock Exchange the Annual CEO Certification required pursuant to Section 303A.12(a) of the New York Stock Exchange Listed Company Manual.
See our 2007 Definitive Proxy Statement, incorporated by reference in Part III of this Annual Report on Form 10-K, under the headings “Board of Directors and Corporate Governance Information,” “Executive Compensation,” “Compensation Committee Report” and “Certain Relationships and Related Transactions.”
See the information set forth under Item 5