x |
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
o |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
Delaware
|
371172197
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer Identification Number)
|
136
Chesterfield Industrial Boulevard
Chesterfield,
Missouri
|
63005
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
PART
I – FINANCIAL INFORMATION
|
||
Item
No. 1
|
Financial
Statements (Unaudited)
|
1
|
Item
No. 2
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
7
|
Item
No. 3
|
Quantitative
and Qualitative Disclosures Regarding Market Risk
|
13
|
Item
No. 4
|
Controls
and Procedures
|
13
|
Part
II – Other Information
|
||
Item
No. 1A
|
Risk
Factors
|
14
|
Item
No. 2
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
15
|
Item
No. 6
|
Exhibits
|
16
|
September
30
2007
|
December
31
2006
|
||||||
(unaudited)
|
|||||||
Assets
|
|||||||
Current
assets:
|
|||||||
Cash
and cash equivalents
|
$
|
7,723,550
|
$
|
9,332,810
|
|||
Short-term
investments
|
4,398,592
|
7,864,000
|
|||||
Accounts
and notes receivable, less allowances of $6,600 in 2007 and $6,200
in
2006
|
560,821
|
669,379
|
|||||
Accounts
due from employees and distributors
|
270,337
|
223,246
|
|||||
Inventories
|
|||||||
Finished
goods
|
3,353,861
|
2,752,770
|
|||||
Raw
materials
|
1,629,376
|
1,337,661
|
|||||
Sales
aids and promotional materials
|
732,903
|
687,790
|
|||||
Total
inventories
|
5,716,140
|
4,778,221
|
|||||
Refundable
income taxes
|
821,818
|
279,096
|
|||||
Prepaid
expenses and other current assets
|
1,120,953
|
1,103,996
|
|||||
Deferred
income taxes
|
545,430
|
594,430
|
|||||
Total
current assets
|
21,157,641
|
24,845,178
|
|||||
Other
assets
|
2,993,114
|
2,639,537
|
|||||
Accounts
due from employees and distributors
|
335,056
|
362,959
|
|||||
Property,
plant and equipment:
|
|||||||
Land
|
829,222
|
829,222
|
|||||
Building
|
9,779,252
|
9,565,221
|
|||||
Machinery
& equipment
|
3,729,533
|
4,199,714
|
|||||
Office
equipment
|
1,575,077
|
1,520,297
|
|||||
Computer
equipment & software
|
2,703,109
|
2,441,264
|
|||||
18,616,193
|
18,555,718
|
||||||
Less:
Accumulated depreciation
|
9,201,401
|
9,121,172
|
|||||
Net
property, plant and equipment
|
9,414,792
|
9,434,546
|
|||||
Total
assets
|
$
|
33,900,603
|
$
|
37,282,220
|
September
30
2007
|
December
31
2006
|
||||||
(unaudited)
|
|||||||
Liabilities
and stockholders' equity
|
|||||||
Current
liabilities:
|
|||||||
Accounts
payable and accrued expenses:
|
|||||||
Trade
accounts payable and other accrued expenses
|
$
|
4,316,516
|
$
|
3,824,951
|
|||
Distributors
commissions payable
|
3,565,325
|
3,449,687
|
|||||
Sales
taxes payable
|
455,669
|
421,923
|
|||||
Payroll
and payroll taxes payable
|
594,723
|
918,695
|
|||||
Total
accounts payable and accrued expenses
|
8,932,233
|
8,615,256
|
|||||
Income
taxes payable
|
-
|
-
|
|||||
Total
current liabilities
|
8,932,233
|
8,615,256
|
|||||
Noncurrent
liabilities:
|
|||||||
Deferred
income taxes
|
-
|
42,000
|
|||||
Other
non-current liabilities
|
1,124,580
|
891,113
|
|||||
Total
noncurrent liabilities
|
1,124,580
|
933,113
|
|||||
Stockholders'
equity:
|
|||||||
Preferred
stock, par value $.001 per share; 3,000,000 shares authorized;
-0- shares
issued and outstanding in 2007 and 2006
|
-
|
-
|
|||||
Common
stock, par value $.001 per share; 30,000,000 authorized; 16,218,057
shares
issued and 15,881,754 shares outstanding as of 9/30/2007; 16,730,465
shares issued and 16,605,523 shares outstanding as of
12/31/2006
|
16,218
|
16,731
|
|||||
Additional
paid-in capital
|
33,781,584
|
34,732,421
|
|||||
Accumulated
deficit
|
(6,040,496
|
)
|
(5,336,866
|
)
|
|||
Accumulated
other comprehensive loss:
|
|||||||
Foreign
currency translation adjustment
|
(465,309
|
)
|
(540,653
|
)
|
|||
Treasury
stock
|
(3,448,207
|
)
|
(1,137,782
|
)
|
|||
Total
stockholders' equity
|
23,843,790
|
27,733,851
|
|||||
Total
liabilities and stockholders' equity
|
$
|
33,900,603
|
$
|
37,282,220
|
Three months ended September 30
|
Nine months ended September 30
|
||||||||||||
2007
|
2006
|
2007
|
2006
|
||||||||||
Product
sales
|
$
|
22,501,899
|
$
|
26,779,859
|
$
|
77,450,784
|
$
|
79,812,178
|
|||||
Handling
& freight income
|
2,619,260
|
2,999,544
|
8,958,556
|
9,011,644
|
|||||||||
Net
sales
|
25,121,159
|
29,779,403
|
86,409,340
|
88,823,822
|
|||||||||
Costs
and expenses:
|
|||||||||||||
Cost
of products sold
|
4,320,557
|
4,951,293
|
14,780,889
|
14,756,297
|
|||||||||
Distributor
royalties and commissions
|
9,926,735
|
11,923,943
|
34,458,125
|
35,707,259
|
|||||||||
Selling,
general and administrative
|
9,740,241
|
10,211,813
|
30,969,921
|
29,163,430
|
|||||||||
Total
costs and expenses
|
23,987,533
|
27,087,049
|
80,208,935
|
79,626,986
|
|||||||||
Income
from operations
|
1,133,626
|
2,692,354
|
6,200,405
|
9,196,836
|
|||||||||
Other
income (expense):
|
|||||||||||||
Interest
income
|
122,788
|
197,998
|
498,904
|
480,120
|
|||||||||
Interest
expense
|
(159
|
)
|
(1,961
|
)
|
(732
|
)
|
(47,428
|
)
|
|||||
Other
income
|
73,302
|
83,720
|
268,540
|
182,239
|
|||||||||
Income
before income taxes
|
1,329,557
|
2,972,111
|
6,967,117
|
9,811,767
|
|||||||||
Provision
for income taxes
|
429,000
|
1,168,000
|
2,623,000
|
3,937,000
|
|||||||||
Net
income
|
$
|
900,557
|
$
|
1,804,111
|
$
|
4,344,117
|
$
|
5,874,767
|
|||||
Earnings
per common share - Basic
|
$
|
0.06
|
$
|
0.11
|
$
|
0.27
|
$
|
0.36
|
|||||
Weighted
average shares
|
15,938,000
|
16,919,000
|
16,166,000
|
16,390,000
|
|||||||||
Earnings
per common share - Diluted
|
$
|
0.06
|
$
|
0.11
|
$
|
0.27
|
$
|
0.35
|
|||||
Weighted
average shares
|
16,171,000
|
17,050,000
|
16,374,000
|
16,712,000
|
|||||||||
Cash
dividends declared per common share
|
$
|
-
|
$
|
-
|
$
|
0.05
|
$
|
0.05
|
Nine months ended September 30
|
|||||||
2007
|
2006
|
||||||
Operating
activities:
|
|||||||
Net
income
|
$
|
4,344,117
|
$
|
5,874,767
|
|||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
|||||||
Depreciation
and amortization
|
807,606
|
934,233
|
|||||
Stock-based
compensation
|
90,865
|
139,659
|
|||||
Deferred
income taxes
|
7,000
|
20,000
|
|||||
Foreign
currency transaction (gain)/loss
|
(235,225
|
)
|
(104,421
|
)
|
|||
(Increase)
decrease in accounts and notes receivable
|
112,585
|
24,176
|
|||||
(Increase)
decrease in inventories
|
(853,100
|
)
|
1,153,277
|
||||
(Increase)
decrease in refundable income taxes
|
(548,172
|
)
|
(389,192
|
)
|
|||
(Increase)
decrease in prepaid expenses and other current
assets
|
3,474
|
202,149
|
|||||
(Increase)
decrease in other assets
|
(380,926
|
)
|
49,373
|
||||
Increase
(decrease) in accounts payable and accrued expenses
|
475,666
|
715,428
|
|||||
Increase
(decrease) in income taxes payable
|
-
|
(812,205
|
)
|
||||
Net
cash provided by operating activities
|
3,823,890
|
7,807,244
|
|||||
Investing
activities:
|
|||||||
Proceeds
from the sale of property, plant and equipment
|
4,904
|
42,009
|
|||||
Purchase
of property, plant and equipment
|
(761,310
|
)
|
(401,130
|
)
|
|||
Purchase
of investments
|
(1,398,592
|
)
|
(6,000,000
|
)
|
|||
Proceeds
from sales or maturities of investments, at cost
|
4,864,000
|
-
|
|||||
Net
cash provided by (used in) investing activities
|
2,709,002
|
(6,359,121
|
)
|
||||
Financing
activities:
|
|||||||
Principal
payments on long-term borrowings
|
-
|
(3,127,336
|
)
|
||||
Net
proceeds from issuance of common stock
|
-
|
11,918,792
|
|||||
Common
stock dividends paid
|
(806,763
|
)
|
(840,887
|
)
|
|||
Proceeds
from options and warrants exercised
|
83,498
|
135,120
|
|||||
Excess
tax benefits from stock based compensation
|
-
|
102,914
|
|||||
Purchase
of stock for treasury
|
(7,677,124
|
)
|
(2,203,755
|
)
|
|||
Net
cash provided by (used in) financing activities
|
(8,400,389
|
)
|
5,984,848
|
||||
Effect
of exchange rate changes on cash and cash equivalents
|
258,237
|
73,973
|
|||||
Increase
(decrease) in cash and cash equivalents
|
(1,609,260
|
)
|
7,506,944
|
||||
Cash
and cash equivalents at beginning of period
|
9,332,810
|
5,653,594
|
|||||
Cash
and cash equivalents at end of period
|
$
|
7,723,550
|
$
|
13,160,538
|
Note
1—
|
Accounting
Policies
|
Basis
of Presentation
|
|
The
accompanying unaudited consolidated financial statements and notes
thereto
have been prepared in accordance with the instructions to Form
10-Q and
reflect all adjustments which management believes necessary (which
primarily include normal recurring accruals) to present fairly
the
financial position, results of operations and cash flows. These
statements, however, do not include all information and footnotes
necessary for a complete presentation of financial position, results
of
operations and cash flows in conformity with accounting principles
generally accepted in the United States. Interim results may not
necessarily be indicative of results that may be expected for any
other
interim period or for the year as a whole. These financial statements
should be read in conjunction with the audited consolidated financial
statements and footnotes included in the annual report on Form
10-K for
the year ended December 31, 2006, filed March 15, 2007 with the
Securities
and Exchange Commission. The accounting policies used in preparing
these
financial statements are the same as those applied in the prior
year,
except that the Company adopted a new financial accounting standard
at the
beginning of its 2007 fiscal year concerning its income tax accounting
which is discussed in Note 5. This new standard was adopted prospectively
and comparative periods were not restated.
|
|
Reclassification —
Consolidated Statements of Cash Flows
|
|
Investment
grade, variable rate debt obligations issued by various state and
municipal governments comprise a portion of the Company’s short-term
investments. As a result of the regularly resetting interest rates,
no
cumulative gross unrealized or realized holding gains or losses
exist from
these investments. In accordance with management’s objective for these
available-for-sale investments, each reset of these securities'
interest
rates is not considered a separate or individual sale and subsequent
repurchase. To conform to the 2007 presentation of the consolidated
statements of cash flows, amounts previously presented in the
corresponding 2006 period as individual purchase and sales transactions
have been reclassified and presented on a net basis. This reclassification
had no impact to total net cash provided by (used in) investing
activities
within the consolidated statements of cash flows.
|
|
Note
2—
|
Recent
Accounting Standards Pending Adoption
|
In
February 2007, the Financial Accounting Standards Board ("FASB")
issued
Statement of Financial Accounting Standards (SFAS) No. 159, "The
Fair
Value Option for Financial Assets and Financial Liabilities, Including
an
Amendment of FASB Statement No. 115," which will become effective
in 2008.
SFAS No. 159 permits entities to measure eligible financial assets,
financial liabilities, and firm commitments at fair value, on an
instrument-by-instrument basis, that are otherwise not permitted
to be
accounted for at fair value under other generally accepted accounting
principles. The fair value measurement election is irrevocable
and
subsequent changes in fair value must be recorded in earnings.
The Company
will adopt this Statement as of January 1, 2008 and is currently
evaluating if it will elect the fair value option for any of its
eligible
financial instruments and other items.
|
|
In
September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"
which defines fair value, establishes a framework for measuring
fair
value, and expands disclosures about fair value measurements. This
Statement clarifies how to measure fair value as permitted under
other
accounting pronouncments but does not require any new fair value
measurements. The Company will be required to adopt SFAS No. 157
as of
January 1, 2008. The Company is currently evaluating the impact
of SFAS
No. 157 and has not yet determined the impact on its financial
statements.
|
|
Note
3—
|
Comprehensive
Income
|
Total
comprehensive income was $899,159 and $4,419,461 for the three
and nine
months ended September 30, 2007, respectively. For the three and
nine
months ended September 30, 2006, comprehensive income was $1,896,475
and
$5,894,945, respectively. The Company's only component of other
comprehensive income is the foreign currency translation adjustment.
|
Note
4—
|
Basic
and Diluted Earnings per Share
|
Basic
earnings per common share are computed using the weighted average
number
of common shares outstanding during the period. Diluted earnings
per share
are computed using the weighted average number of common shares
and
potential dilutive common shares that were outstanding during the
period.
Potential dilutive common shares consist of outstanding stock options,
outstanding stock warrants, and convertible preferred
stock.
|
|
The
following table sets forth the computation of basic and diluted
earnings
per share:
|
Three months ended September 30
|
Nine months ended September 30
|
||||||||||||
2007
|
|
2006
|
|
2007
|
|
2006
|
|||||||
Numerator:
|
|||||||||||||
Net
income
|
$
|
900,557
|
$
|
1,804,111
|
$
|
4,344,117
|
$
|
5,874,767
|
|||||
Denominator:
|
|||||||||||||
Denominator
for basic earnings per share—weighted average shares
|
15,938,000
|
16,919,000
|
16,166,000
|
16,390,000
|
|||||||||
Dilutive
effect of employee stock options and other warrants
|
233,000
|
131,000
|
208,000
|
322,000
|
|||||||||
Denominator
for diluted earnings per share—adjusted weighted average
shares
|
16,171,000
|
17,050,000
|
16,374,000
|
16,712,000
|
|||||||||
Basic
earnings per share
|
$
|
0.06
|
$
|
0.11
|
$
|
0.27
|
$
|
0.36
|
|||||
Diluted
earnings per share
|
$
|
0.06
|
$
|
0.11
|
$
|
0.27
|
$
|
0.35
|
Warrants
to purchase 25,303 shares of common stock for the three months
and nine
months ended September 30, 2007 and 2006, respectively, were not
included
in the denominator for diluted earnings per share because their
effect
would be antidilutive.
|
|
Note
5—
|
Income
Taxes
|
The
Company adopted the provisions of FASB Interpretation No. 48, “Accounting
for Uncertainty in Income Taxes” (“FIN No. 48”) on January 1, 2007. As a
result of the implementation of FIN No. 48, the Company recognized no
material adjustment in its estimated liability for unrecognized
income tax
benefits. At September 30, 2007, the Company had unrecognized tax
benefits, including estimated interest and penalties thereon, totaling
$140,000. This amount is included in “Other non-current liabilities” in
the consolidated balance sheet. There has been no material change
in this
amount during the three months and nine months ended September
30, 2007.
In 2007, the Company is continuing its practice to recognize interest
and/or penalties related to income tax matters in income tax
expense.
|
|
The
Company, including its domestic and foreign subsidiaries, is subject
to
U.S federal income tax as well as income tax of multiple state
and foreign
jurisdictions. The Company has concluded all U.S. federal income
tax
matters for years through 2002 and concluded years through 2005
with its
primary state jurisdiction. During the third quarter of 2007, the
Internal
Revenue Service (IRS) commenced an examination of the Company's
2005 U.S.
federal income tax return.
|
|
Note
6—
|
Stock-Based
Compensation
|
Stock
Options
|
|
During
the third quarter of 2007, the Company granted options to purchase
216,000
shares of common stock with an exercise price of $9.74 per share
and a
grant-date fair value of $4.07 per share. The options' fair value
was
determined using the Black-Scholes option pricing model, using
a risk-free
rate of 5.01%, a dividend rate of 1.0% and a volatility of 0.472.
The
options have a term of five years and vest in increments of 25%
beginning
August 7, 2009 and ending May 1, 2012.
|
|
The
Company recognized stock-based compensation expense of $31,000
($21,000
net of tax) for the three and nine months ended September 30, 2007,
and
$56,000 and $63,000 for the three and nine months ended September
30,
2006, respectively. These amounts have been recorded in selling,
general,
and administrative expense. At September 30, 2007, the Company
has
unrecognized stock-based compensation expense of $848,000 ($577,000
net of
tax) which is expected to be recognized over a remaining period
of 4.58
years.
|
Three
months ended
September 30, |
Nine
months ended
September 30, |
||||||||||||
2007
|
2006
|
2007
|
2006
|
||||||||||
Net
sales
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
|||||
Costs
and expenses:
|
|||||||||||||
Cost
of products sold
|
17.2
|
16.6
|
17.1
|
16.6
|
|||||||||
Distributor
royalties and commissions
|
39.5
|
40.1
|
39.9
|
40.2
|
|||||||||
Selling,
general and administrative
|
38.8
|
34.3
|
35.8
|
32.8
|
|||||||||
Income
from operations
|
4.5
|
9.0
|
7.2
|
10.4
|
|||||||||
Interest
expense
|
(0.0
|
)
|
(0.0
|
)
|
(0.0
|
)
|
(0.1
|
)
|
|||||
Interest
and other income
|
0.8
|
1.0
|
0.9
|
0.7
|
|||||||||
Income
before income taxes
|
5.3
|
10.0
|
8.1
|
11.0
|
|||||||||
Provision
for income taxes
|
1.7
|
3.9
|
3.1
|
4.4
|
|||||||||
Net
income
|
3.6
|
%
|
6.1
|
%
|
5.0
|
%
|
6.6
|
%
|
Three
months ended September 30,
|
||||||||||||||||||||||||
2007
|
2006
|
Change
from prior year
|
||||||||||||||||||||||
Amount
|
%
of Net Sales
|
Amount
|
%
of Net
Sales
|
Amount
|
%
|
|||||||||||||||||||
(dollars
in thousands)
|
||||||||||||||||||||||||
United
States
|
$
|
22,009
|
|
|
87.6
|
%
|
$
|
26,784
|
|
|
89.9
|
%
|
$
|
(4,775
|
)
|
|
(17.8
|
)%
|
||||||
Australia/New
Zealand
|
|
715
|
|
|
2.8
|
|
701
|
|
|
2.4
|
|
14
|
|
|
2.0
|
|
||||||||
Canada
|
|
378
|
|
|
1.5
|
|
414
|
|
|
1.4
|
|
(36
|
)
|
|
(8.7
|
)
|
||||||||
Mexico
|
|
351
|
|
|
1.4
|
|
367
|
|
|
1.2
|
|
(16
|
)
|
|
(4.4
|
)
|
||||||||
United
Kingdom/Ireland
|
|
242
|
|
|
1.0
|
|
323
|
|
|
1.1
|
|
(81
|
)
|
|
(25.1
|
)
|
||||||||
Philippines
|
|
809
|
|
|
3.2
|
|
594
|
|
|
2.0
|
|
215
|
|
36.2
|
||||||||||
Malaysia/Singapore
|
|
419
|
|
|
1.7
|
|
382
|
|
|
1.3
|
|
37
|
|
|
9.7
|
|||||||||
Germany
|
|
198
|
|
|
0.8
|
|
214
|
|
|
0.7
|
|
(16
|
)
|
|
(7.5
|
)
|
||||||||
|
|
|
|
|||||||||||||||||||||
Consolidated
total
|
$
|
25,121
|
|
|
100.0
|
%
|
$
|
29,779
|
|
|
100.0
|
%
|
$
|
(4,658
|
)
|
|
(15.6
|
)%
|
Nine
months ended September 30,
|
||||||||||||||||||||||||
2007
|
2006
|
Change
from prior year
|
||||||||||||||||||||||
Amount
|
%
of Net
Sales
|
Amount
|
%
of Net
Sales
|
Amount
|
%
|
|||||||||||||||||||
(dollars
in thousands)
|
||||||||||||||||||||||||
United
States
|
$
|
77,215
|
|
|
89.4
|
%
|
$
|
80,376
|
|
|
90.5
|
%
|
$
|
(3,161
|
)
|
|
(3.9
|
)%
|
||||||
Australia/New
Zealand
|
|
2,090
|
|
|
2.4
|
|
1,855
|
|
|
2.1
|
|
235
|
|
|
12.7
|
|
||||||||
Canada
|
|
1,196
|
|
|
1.4
|
|
1,234
|
|
|
1.4
|
|
(38
|
)
|
|
(3.1
|
)
|
||||||||
Mexico
|
|
1,155
|
|
|
1.3
|
|
1,011
|
|
|
1.1
|
|
144
|
|
14.2
|
||||||||||
United
Kingdom/Ireland
|
|
781
|
|
|
0.9
|
|
915
|
|
|
1.0
|
|
(134
|
)
|
|
(14.6
|
)
|
||||||||
Philippines
|
|
2,108
|
|
|
2.4
|
|
1,602
|
|
|
1.8
|
|
506
|
|
31.6
|
||||||||||
Malaysia/Singapore
|
|
1,173
|
|
|
1.4
|
|
1,297
|
|
|
1.5
|
|
(124
|
)
|
|
(9.6
|
)
|
||||||||
Germany
|
|
691
|
|
|
0.8
|
|
534
|
|
|
0.6
|
|
157
|
|
|
29.4
|
|
||||||||
|
|
|
|
|||||||||||||||||||||
Consolidated
total
|
$
|
86,409
|
|
|
100.0
|
%
|
$
|
88,824
|
|
|
100.0
|
%
|
$
|
(2,415
|
)
|
|
(2.7
|
)%
|
September
30, 2007
|
September
30, 2006
|
%
Change
|
|||||||||||||||||||||
Active
Distributors |
Master
Affiliates and Above |
Active
Distributors |
Master
Affiliates and Above |
Active
Distributors |
Master
Affiliates and Above |
||||||||||||||||||
United
States
|
57,420
|
|
|
13,600
|
|
52,760
|
|
|
15,660
|
|
8.8
|
%
|
|
(13.2
|
)%
|
||||||||
Australia/New
Zealand
|
|
2,510
|
|
|
280
|
|
2,420
|
|
|
270
|
|
3.7
|
|
|
3.7
|
||||||||
Canada
|
|
1,150
|
|
|
160
|
|
1,170
|
|
|
180
|
|
(1.7
|
)
|
|
(11.1
|
)
|
|||||||
Mexico
|
|
1,380
|
|
|
220
|
|
1,130
|
|
|
220
|
|
22.1
|
|
|
0.0
|
||||||||
United
Kingdom/Ireland
|
|
790
|
|
|
120
|
|
910
|
|
|
150
|
|
(13.2
|
)
|
|
(20.0
|
)
|
|||||||
Philippines
|
|
4,460
|
|
|
370
|
|
3,360
|
|
|
350
|
|
32.7
|
|
|
5.7
|
||||||||
Malaysia/Singapore
|
|
2,230
|
|
|
310
|
|
2,750
|
|
|
380
|
|
(18.9
|
)
|
|
(18.4
|
)
|
|||||||
Germany
|
|
560
|
|
|
140
|
|
320
|
|
|
110
|
|
75.0
|
|
27.3
|
|||||||||
|
|
|
|
|
|
||||||||||||||||||
Consolidated
total
|
70,500
|
|
|
15,200
|
|
64,820
|
|
|
17,320
|
|
8.8
|
%
|
|
(12.2
|
)%
|
Period
|
Total
Number
of
Shares
Purchased
|
Average
Price
Paid per Share |
Total Number of Shares
Purchased as Part of Publicly Announced Programs |
Approximate Dollar
Value of Shares that May Yet Be Purchased Under the Plans or Programs(1) |
|||||||||
July
1-31, 2007
|
22,500
|
$
|
10.45
|
22,500
|
$
|
15,450,000
|
|||||||
August
1-31, 2007
|
89,900
|
$
|
10.11
|
89,900
|
$
|
14,541,000
|
|||||||
September
1-30, 2007
|
10,000
|
$
|
10.09
|
10,000
|
$
|
14,440,000
|
|||||||
Total
|
122,400
|
122,400
|
(1)
|
In
March 2005, the Company’s Board of Directors approved a share repurchase
plan of up to $15 million over the following 36 months. In the third
quarter of 2007, the Company completed its $15 million purchase of
shares
under that plan. In May 2007, the Company’s Board of Directors approved
another share repurchase plan of up to $15 million through April
2010.
|
Exhibit
|
||
Number
|
Document
|
|
10.1
|
Carl
W. Hastings Employment Agreement dated July 26, 2007 (incorporated
by
reference to Exhibit 10.1 to the Form 8-K of the Registrant filed
July 27,
2007).
|
|
31.1
|
Certification
of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a)
of the
|
|
Securities
Exchange Act, as amended (filed herewith).
|
||
31.2
|
Certification
of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a)
of the
|
|
Securities
Exchange Act, as amended (filed herewith).
|
||
32
|
Certification
of Chief Executive Officer and Chief Financial Officer pursuant to
18
U.S.C.
|
|
1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(filed herewith).
|
RELIV’
INTERNATIONAL, INC.
|
|
By:
|
/s/
Robert L. Montgomery
|
Robert
L. Montgomery, Chairman of the Board of Directors, President and
Chief
Executive Officer
|
By:
|
/s/
Steven D. Albright
|
Steven
D. Albright, Chief Financial Officer (and accounting
officer)
|
Number
|
Document
|
|
10.1
|
Carl
W. Hastings Employment Agreement dated July 26, 2007 (incorporated
by
reference to Exhibit 10.1 to the Form 8-K of the Registrant filed
July 27,
2007).
|
|
31.1
|
Certification
of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a)
of the
|
|
Securities
Exchange Act, as amended (filed herewith).
|
||
31.2
|
Certification
of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a)
of the
|
|
Securities
Exchange Act, as amended (filed herewith).
|
||
Certification
of Chief Executive Officer and Chief Financial Officer pursuant to
18
U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act
of 2002 (filed herewith).
|