SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2013 |
Summary Of Significant Accounting Policies [Abstract] | ' |
Presentation of Financial Statements, Policy | ' |
Presentation of Financial Statements |
The Company’s consolidated financial statements include 100% of the assets and liabilities of Nutrisystem, Inc. and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. |
Interim Financial Statements, Policy | ' |
Interim Financial Statements |
The Company’s consolidated financial statements as of and for the three and nine months ended September 30, 2013 and 2012 are unaudited and, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the Company’s financial position and results of operations for these interim periods. Accordingly, readers of these consolidated financial statements should refer to the Company’s audited consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), and the related notes thereto, for the year ended December 31, 2012, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 as certain footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this report pursuant to the rules of the Securities and Exchange Commission (the “SEC”). The results of operations for the three and nine months ended September 30, 2013 are not necessarily indicative of the results to be expected for the year ending December 31, 2013. |
Cash Equivalents and Short Term Investments, Policy | ' |
Cash and Cash Equivalents and Short Term Investments |
Cash equivalents include only securities having a maturity of three months or less at the time of purchase. At September 30, 2013 and December 31, 2012, demand accounts and money market accounts comprised all of the Company’s cash and cash equivalents. |
Short term investments at September 30, 2013, consist of investments in government and agency securities and corporate debt securities. Short term investments at December 31, 2012, consisted of investments in corporate debt securities and time deposits with original maturities of greater than three months at the time of purchase. The Company classifies these investments as available-for-sale securities. These investments are reported at fair value with the related unrealized gains and losses included in accumulated other comprehensive income, a component of stockholders’ equity, net of related tax effects. |
|
At September 30, 2013, cash and cash equivalents and short term investments consisted of the following: |
|
| | | | | | | | | | | | | | | | |
| | Cost | | | Gross | | | Gross | | | Estimated | |
Unrealized | Unrealized | Fair Value |
Gains | Losses | |
Cash | | $ | 16,396 | | | $ | 0 | | | $ | 0 | | | $ | 16,396 | |
Money market account | | | 1,957 | | | | 0 | | | | 0 | | | | 1,957 | |
Government and agency securities | | | 16,226 | | | | 30 | | | | (15 | ) | | | 16,241 | |
Corporate debt securities | | | 6,520 | | | | 33 | | | | (29 | ) | | | 6,524 | |
| | | | | | | | | | | | | | | | |
| | $ | 41,099 | | | $ | 63 | | | $ | (44 | ) | | $ | 41,118 | |
| | | | | | | | | | | | | | | | |
At December 31, 2012, cash and cash equivalents and short term investments consisted of the following: |
|
| | | | | | | | | | | | | | | | |
| | Cost | | | Gross | | | Gross | | | Estimated | |
Unrealized | Unrealized | Fair Value |
Gains | Losses | |
Cash | | $ | 9,323 | | | $ | 0 | | | $ | 0 | | | $ | 9,323 | |
Money market account | | | 6,863 | | | | 0 | | | | 0 | | | | 6,863 | |
Corporate debt securities | | | 1,692 | | | | 14 | | | | (24 | ) | | | 1,682 | |
Time deposits | | | 1,519 | | | | 4 | | | | 0 | | | | 1,523 | |
| | | | | | | | | | | | | | | | |
| | $ | 19,397 | | | $ | 18 | | | $ | (24 | ) | | $ | 19,391 | |
| | | | | | | | | | | | | | | | |
|
|
|
Fixed Assets, Policy | ' |
Fixed Assets |
Fixed assets are stated at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the related assets, which are generally two to seven years. Leasehold improvements are amortized on a straight-line basis over the lesser of the estimated useful life of the asset or the related lease term. Expenditures for repairs and maintenance are charged to expense as incurred, while major renewals and improvements are capitalized. |
Included in fixed assets is the capitalized cost of internal-use software and website development incurred during the application development stage. Capitalized costs are amortized using the straight-line method over the estimated useful life of the asset, which is generally two to five years. Costs incurred related to planning or maintenance of internal-use software and website development are charged to expense as incurred. The net book value of capitalized software was $11,861 and $10,511 at September 30, 2013 and December 31, 2012, respectively. |
Revenue Recognition, Policy | ' |
Revenue Recognition |
Revenue from direct to consumer product sales is recognized when the earnings process is complete, which is upon transfer of title to the product. Recognition of revenue upon shipment meets the revenue recognition criteria in that persuasive evidence of an arrangement exists, delivery has occurred, the selling price is fixed and determinable and collection is reasonably assured. The Company also sells prepaid program cards to wholesalers and retailers. Revenue from these cards is recognized after the card is redeemed online at the Company’s website or via telephone by the customer and the product is shipped to the customer. Revenue from the retail programs is recognized typically when the product is received at the seller’s location. |
Deferred revenue consists primarily of unredeemed prepaid gift cards and unshipped frozen foods. When a customer orders the Nutrisystem® Select® program, two separate shipments are delivered. The first shipment contains Nutrisystem’s standard shelf-stable food. The second shipment contains the frozen foods and is generally delivered within a week of a customer’s order. Both shipments qualify as separate units of accounting and the fair value is based on estimated selling prices of both units. |
Direct to consumer customers may return unopened shelf-stable products within 30 days of purchase in order to receive a refund or credit. Frozen products are non-returnable and non-refundable unless the order is canceled within 14 days of delivery. Estimated returns are accrued at the time the sale is recognized and actual returns are tracked monthly. The Company reviews its history of actual versus estimated returns to ensure reserves are appropriate. |
|
The Company reviews the reserves for customer returns at each reporting period and adjusts them to reflect data available at that time. To estimate reserves for returns, the Company considers actual return rates in preceding periods and changes in product offerings or marketing methods that might impact returns going forward. To the extent the estimate of returns changes, the Company will adjust the reserve, which will impact the amount of product sales revenue recognized in the period of the adjustment. The provision for estimated returns for the three and nine months ended September 30, 2013 was $2,532 and $9,020, respectively, and $2,511 and $8,668 for the three and nine months ended September 30, 2012, respectively. The reserve for estimated returns incurred but not received and processed was $934 and $652 at September 30, 2013 and December 31, 2012, respectively, and has been included in other accrued expenses and current liabilities in the accompanying consolidated balance sheets. |
Revenue from product sales includes amounts billed for shipping and handling and is presented net of returns and billed sales tax. Revenue from the retail programs is also net of any trade allowances, reclamation reserves or broker commissions. Revenue from shipping and handling charges were $460 and $1,662 for the three and nine months ended September 30, 2013, respectively, and $355 and $2,075 for the three and nine months ended September 30, 2012, respectively. Shipping-related costs are included in cost of revenue in the accompanying consolidated statements of operations. |
Dependence on Suppliers, Policy | ' |
Dependence on Suppliers |
Approximately 15% and 12% of inventory purchases for the nine months ended September 30, 2013 were from two suppliers. The Company has supply arrangements with these suppliers that require the Company to make minimum purchases. For the nine months ended September 30, 2012, these suppliers provided approximately 16% and 13% of inventory purchases. In the three months ended September 30, 2013, a charge of $5,000 was recorded to settle certain disputes that had arisen with a supplier over a legacy contract. This charge is included in cost of revenue in the accompanying consolidated statements of operations. |
The Company outsources 100% of its fulfillment operations to a third-party provider and more than 90% of its orders are shipped by one third-party provider. |
Vendor Rebates, Policy | ' |
Vendor Rebates |
One of the Company’s suppliers provides for rebates based on purchasing levels. The Company accounts for this rebate on an accrual basis as purchases are made at a rebate percentage determined based upon the estimated total purchases from the vendor. The estimated rebate is recorded as a receivable from the vendor with a corresponding reduction in the carrying value of purchased inventory, and is reflected in the consolidated statements of operations when the associated inventory is sold. The rebate period is June 1 through May 31 of each year. For the three and nine months ended September 30, 2013, the Company reduced cost of revenue by $205 and $897, respectively, for these rebates. For the comparable periods of 2012, cost of revenue was reduced by $310 and $1,257, respectively. A receivable of $0 and $637 at September 30, 2013 and December 31, 2012, respectively, has been recorded in receivables in the accompanying consolidated balance sheets. At September 30, 2013, no receivable has been recorded as the Company is currently evaluating whether the rebates can be achieved for the rebate period based on current purchasing levels. Historically, the actual rebate received from the vendor has closely matched the estimated rebate recorded. An adjustment is made to the estimate upon determination of the final rebate. |
Fair Value of Financial Instruments, Policy | ' |
Fair Value of Financial Instruments |
A three-tier fair value hierarchy has been established by the Financial Accounting Standards Board (“FASB”) to prioritize the inputs used in measuring fair value. These tiers are as follows: |
Level 1—Valuations based on quoted prices for identical assets and liabilities in active markets. |
Level 2—Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. |
Level 3—Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. |
|
The fair values of the Company’s Level 1 instruments are based on quoted prices in active exchange markets for identical assets. The Company had no Level 2 or 3 instruments at September 30, 2013 and December 31, 2012. |
The following table summarizes the Company’s financial assets measured at fair value at September 30, 2013: |
|
| | | | | | | | | | | | | | | | |
| | Total Fair Value | | | Quoted Prices in Active | | | | | | | | | |
Markets for Identical | | | | | | | | |
Assets (Level 1) | | | | | | | | |
Money market account | | $ | 1,957 | | | $ | 1,957 | | | | | | | | | |
Government and agency securities | | | 16,241 | | | | 16,241 | | | | | | | | | |
Corporate debt securities | | | 6,524 | | | | 6,524 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total assets | | $ | 24,722 | | | $ | 24,722 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
The following table summarizes the Company’s financial assets measured at fair value at December 31, 2012: |
|
|
|
|
| | | | | | | | | | | | | | | | |
| | Total Fair Value | | | Quoted Prices in Active | | | | | | | | | |
Markets for Identical | | | | | | | | |
Assets (Level 1) | | | | | | | | |
Money market account | | $ | 6,863 | | | $ | 6,863 | | | | | | | | | |
Corporate debt securities | | | 1,682 | | | | 1,682 | | | | | | | | | |
Time deposits | | | 1,523 | | | | 1,523 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total assets | | $ | 10,068 | | | $ | 10,068 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
|
|
Earnings Per Share, Policy | ' |
Earnings Per Share |
The Company uses the two-class method to calculate earnings per share (“EPS”) as the unvested restricted stock issued under the Company’s equity incentive plans are participating shares with nonforfeitable rights to dividends. Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings to common stockholders and undistributed earnings allocated to common stockholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on the number of weighted average shares outstanding during the period. Undistributed losses are not allocated to unvested restricted stock as the restricted stockholders are not obligated to share in the losses. The following table sets forth the computation of basic and diluted EPS: |
|
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Nine Months Ended | |
September 30, | September 30, |
| | 2013 | | | 2012 | | | 2013 | | | 2012 | |
| | | | |
Net income | | $ | 356 | | | $ | 2,590 | | | $ | 6,075 | | | $ | 2,224 | |
Net income allocated to unvested restricted stock | | | (10 | ) | | | (91 | ) | | | (147 | ) | | | (235 | ) |
| | | | | | | | | | | | | | | | |
Net income allocated to common shares | | $ | 346 | | | $ | 2,499 | | | $ | 5,928 | | | $ | 1,989 | |
| | | | | | | | | | | | | | | | |
| | | | |
Weighted average shares outstanding: | | | | | | | | | | | | | | | | |
Basic | | | 27,983 | | | | 27,562 | | | | 27,974 | | | | 27,442 | |
Effect of dilutive securities | | | 278 | | | | 239 | | | | 186 | | | | 200 | |
| | | | | | | | | | | | | | | | |
Diluted | | | 28,261 | | | | 27,801 | | | | 28,160 | | | | 27,642 | |
| | | | | | | | | | | | | | | | |
| | | | |
Basic income per common share | | $ | 0.01 | | | $ | 0.09 | | | $ | 0.21 | | | $ | 0.07 | |
| | | | | | | | | | | | | | | | |
Diluted income per common share | | $ | 0.01 | | | $ | 0.09 | | | $ | 0.21 | | | $ | 0.07 | |
| | | | | | | | | | | | | | | | |
In the three and nine months ended September 30, 2013, common stock equivalents representing 405,979 and 1,041,797 shares of common stock, respectively, were excluded from weighted average shares outstanding for diluted income per common share purposes because the effect would be anti-dilutive. In the three and nine months ended September 30, 2012, common stock equivalents representing 953,515 and 854,158 shares of common stock, respectively, were excluded from weighted average shares outstanding for diluted income per common share purposes because the effect would be anti-dilutive. |
Recently Issued Accounting Pronouncements, Policy | ' |
Recently Issued Accounting Pronouncements |
In July 2013, the FASB issued Accounting Standards Update (“ASU”) 2013-11 which provides that an unrecognized tax benefit, or portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward. If an applicable deferred tax asset is not available or the tax law does not require the company to use and the company does not expect to use the applicable deferred tax asset for such purpose, the unrecognized tax benefit should be presented as a liability in the financial statements and should not be combined with an unrelated deferred tax asset. ASU 2013-11 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2013. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date; however, retrospective application is permitted. The Company is in the process of evaluating the impact of this standard on its consolidated financial statements. |
In February 2013, the FASB issued ASU 2013-02 which requires companies to present information about reclassifications out of accumulated other comprehensive income in a single note or on the face of the financial statements. The updated standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2012, with early adoption permitted. The adoption of this standard did not impact the Company’s consolidated financial statements. |
Use of Estimates, Policy | ' |
Use of Estimates |
The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and operating expenses during the reporting period. Actual results could differ from these estimates. |
Reclassifications, Policy | ' |
Reclassifications |
Certain reclassifications have been made to prior year amounts to conform to the current year presentation. |