Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Sep. 30, 2017 | Nov. 03, 2017 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | LFVN | |
Entity Registrant Name | Lifevantage Corp | |
Entity Central Index Key | 849,146 | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 14,225,780 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2017 | Jun. 30, 2017 |
Current assets | ||
Cash and cash equivalents | $ 12,288 | $ 11,458 |
Accounts receivable | 1,661 | 1,334 |
Income tax receivable | 472 | 913 |
Inventory, net | 15,360 | 16,575 |
Prepaid expenses and deposits | 4,253 | 5,266 |
Total current assets | 34,034 | 35,546 |
Long-term assets | ||
Property and equipment, net | 3,990 | 3,127 |
Intangible assets, net | 1,214 | 1,247 |
Long-term deferred income tax asset | 4,210 | 4,087 |
Other long-term assets | 1,345 | 1,242 |
TOTAL ASSETS | 44,793 | 45,249 |
Current liabilities | ||
Accounts payable | 3,154 | 4,850 |
Commissions payable | 6,334 | 6,837 |
Income tax payable | 175 | 215 |
Other accrued expenses | 10,471 | 9,453 |
Current portion of long-term debt | 2,000 | 2,000 |
Total current liabilities | 22,134 | 23,355 |
Long-term debt | ||
Principal amount | 5,000 | 5,500 |
Less: unamortized discount and deferred offering costs | (52) | (60) |
Long-term debt, net of unamortized discount and deferred offering costs | 4,948 | 5,440 |
Other long-term liabilities | 1,939 | 1,927 |
Total liabilities | 29,021 | 30,722 |
Commitments and contingencies - Note 6 | ||
Stockholders’ equity | ||
Preferred stock — par value $0.001 per share, 50,000 shares authorized, no shares issued or outstanding | 0 | 0 |
Common stock — par value $0.001 per share, 250,000 shares authorized and 14,228 and 14,232 issued and outstanding as of September 30, 2017 and June 30, 2017, respectively | 14 | 14 |
Additional paid-in capital | 122,007 | 121,599 |
Accumulated deficit | (106,175) | (106,992) |
Accumulated other comprehensive loss | (74) | (94) |
Total stockholders’ equity | 15,772 | 14,527 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 44,793 | $ 45,249 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2017 | Jun. 30, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (USD per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (USD per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 14,228,000 | 14,232,000 |
Common stock, shares outstanding (in shares) | 14,228,000 | 14,232,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||
Revenue, net | $ 49,127 | $ 54,894 |
Cost of sales | 8,739 | 8,832 |
Gross profit | 40,388 | 46,062 |
Operating expenses: | ||
Commissions and incentives | 23,409 | 26,296 |
Selling, general and administrative | 15,581 | 17,780 |
Total operating expenses | 38,990 | 44,076 |
Operating income | 1,398 | 1,986 |
Other expense: | ||
Interest expense | (162) | (137) |
Other income (expense), net | 22 | (171) |
Total other expense | (140) | (308) |
Income before income taxes | 1,258 | 1,678 |
Income tax expense | (441) | (498) |
Net income | $ 817 | $ 1,180 |
Net income per share: | ||
Basic (USD per share) | $ 0.06 | $ 0.09 |
Diluted (USD per share) | $ 0.06 | $ 0.08 |
Weighted-average shares outstanding: | ||
Basic ( in shares) | 13,963 | 13,820 |
Diluted (in shares) | 14,080 | 14,466 |
Other comprehensive income, net of tax: | ||
Foreign currency translation adjustment | $ 20 | $ 91 |
Other comprehensive income, net of tax | 20 | 91 |
Comprehensive income | $ 837 | $ 1,271 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - 3 months ended Sep. 30, 2017 - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Jun. 30, 2017 | 14,232 | ||||
Beginning balance at Jun. 30, 2017 | $ 14,527 | $ 14 | $ 121,599 | $ (106,992) | $ (94) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation | 408 | 408 | |||
Shares canceled or surrendered as payment of tax withholding (in shares) | (4) | ||||
Currency translation adjustment | 20 | 20 | |||
Net income | 817 | 817 | |||
Ending balance (in shares) at Sep. 30, 2017 | 14,228 | ||||
Ending balance at Sep. 30, 2017 | $ 15,772 | $ 14 | $ 122,007 | $ (106,175) | $ (74) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash Flows from Operating Activities: | ||
Net income | $ 817 | $ 1,180 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 350 | 412 |
Stock-based compensation | 623 | 939 |
Amortization of deferred financing fees | 3 | 3 |
Amortization of debt discount | 5 | 5 |
Deferred income tax | (123) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (332) | 261 |
Income tax receivable | 441 | (133) |
Inventory, net | 1,236 | 1,249 |
Prepaid expenses and deposits | 954 | 1,223 |
Other long-term assets | (44) | 111 |
Accounts payable | (1,702) | (1,167) |
Income tax payable | (40) | (1,206) |
Other accrued expenses | 349 | 1,074 |
Other long-term liabilities | (34) | (1,071) |
Net Cash Provided by Operating Activities | 2,503 | 2,880 |
Cash Flows from Investing Activities: | ||
Purchase of equipment | (1,176) | (94) |
Net Cash Used in Investing Activities | (1,176) | (94) |
Cash Flows from Financing Activities: | ||
Payment on term loan | (500) | (500) |
Exercise of options and warrants | 0 | 5 |
Net Cash Used in Financing Activities | (500) | (495) |
Foreign Currency Effect on Cash | 3 | 51 |
Increase in Cash and Cash Equivalents: | 830 | 2,342 |
Cash and Cash Equivalents — beginning of period | 11,458 | 7,883 |
Cash and Cash Equivalents — end of period | 12,288 | 10,225 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for interest | 94 | 120 |
Cash paid for income taxes | $ 164 | $ 2,162 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation LifeVantage Corporation is a company focused on bio-hacking the aging code through nutrigenomics, the study of how nutrition and naturally occurring compounds affect our genes. The Company is dedicated to helping people achieve their health, wellness and financial independence goals. The Company provides quality, scientifically-validated products and a financially rewarding direct sales business opportunity to preferred customers, retail customers and independent distributors who seek a healthy lifestyle and financial freedom. The Company sells its products in the United States, Japan, Hong Kong, Australia, Canada, Mexico, Thailand, the United Kingdom, the Netherlands and Germany. The Company engages in the identification, research, development and distribution of advanced nutraceutical dietary supplements and skin care products, including Protandim®, its line of scientifically-validated dietary supplements, TrueScience®, its line of anti-aging skin care products, Petandim™ for Dogs, its companion pet supplement formulated to combat oxidative stress in dogs, Axio®, its Smart Energy Drink mixes, and PhysIQ™, its Smart Weight Management System. The condensed consolidated financial statements included herein have been prepared by the Company’s management, without audit, pursuant to the rules and regulations of the SEC. In the opinion of the Company’s management, these interim financial statements include all adjustments that are considered necessary for a fair presentation of its financial position as of September 30, 2017 , and the results of operations for the three months ended September 30, 2017 and 2016 , and the cash flows for the three months ended September 30, 2017 and 2016 . Interim results are not necessarily indicative of results for a full year or for any future period. Certain amounts in the prior year financial statements have been reclassified for comparative purposes in order to conform with current year presentation. The condensed consolidated financial statements and notes included herein are presented as required by Form 10-Q, and do not contain certain information included in the Company’s audited financial statements and notes for the fiscal year ended June 30, 2017 pursuant to the rules and regulations of the SEC. For further information, refer to the financial statements and notes thereto as of and for the year ended June 30, 2017 , and included in the annual report on Form 10-K on file with the SEC. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation. Use of Estimates The Company prepares the condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (GAAP). In preparing these statements, the Company is required to use estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates and assumptions. On an ongoing basis, the Company reviews its estimates, including those related to inventory valuation and obsolescence, sales returns, income taxes and tax valuation reserves, share-based compensation and loss contingencies. Foreign Currency Translation A portion of the Company’s business operations occurs outside the United States. The local currency of each of the Company’s subsidiaries is generally its functional currency. All assets and liabilities are translated into U.S. dollars at exchange rates existing at the balance sheet dates, revenue and expenses are translated at weighted-average exchange rates and stockholders’ equity is recorded at historical exchange rates. The resulting foreign currency translation adjustments are recorded as a separate component of stockholders’ equity in the condensed consolidated balance sheets and as a component of comprehensive income. Transaction gains and losses are included in other income (expense), net in the condensed consolidated statements of operations and comprehensive income. For the three months ended September 30, 2017 and 2016 , a net foreign currency gain of $0.1 million and a net foreign currency loss of $0.1 million , respectively, are recorded in other income (expense), net. Derivative Instruments and Hedging Activities The Company's subsidiaries enter into transactions with each other which may not be denominated in the respective subsidiaries' functional currencies. The Company seeks to reduce its exposure to fluctuations in foreign exchange rates through the use of derivatives. The Company does not use such derivative financial instruments for trading or speculative purposes. To hedge risks associated with the foreign-currency-denominated intercompany transactions, the Company entered into forward foreign exchange contracts which were settled in September 2017 and were not designated for hedge accounting. For the three months ended September 30, 2017 and 2016 , a realized gain of $3,000 and a realized loss of $0.1 million , respectively, related to forward contracts, are recorded in other income (expense), net. The Company did not hold any derivative instruments at September 30, 2017 . Cash and Cash Equivalents The Company considers only its monetary liquid assets with original maturities of three months or less as cash and cash equivalents. Concentration of Credit Risk Accounting guidance for financial instruments requires disclosure of significant concentrations of credit risk regardless of the degree of such risk. Financial instruments with significant credit risk include cash and investments. At September 30, 2017 , the Company had $8.5 million in cash accounts at one financial institution and $3.8 million in accounts at other financial institutions. As of September 30, 2017 and June 30, 2017 , and during the periods then ended, the Company’s cash balances exceeded federally insured limits. Accounts Receivable The Company’s accounts receivable as of September 30, 2017 and June 30, 2017 consist primarily of credit card receivables. Based on the Company’s verification process for customer credit cards and historical information available, management has determined that an allowance for doubtful accounts on credit card sales related to its customer sales as of September 30, 2017 is not necessary. No bad debt expense has been recorded for the three months ended September 30, 2017 and 2016 . Inventory As of September 30, 2017 and June 30, 2017 , inventory consisted of (in thousands): September 30, June 30, Finished goods $ 7,422 $ 7,817 Raw materials 7,938 8,758 Total inventory $ 15,360 $ 16,575 Inventories are carried and depicted above at the lower of cost or market, using the first-in, first-out method, which includes a reduction in inventory values of $1.1 million and $0.9 million at September 30, 2017 and June 30, 2017 , respectively, related to obsolete and slow-moving inventory. Revenue Recognition The Company ships the majority of its product directly to the consumer and receives substantially all payment for these sales in the form of credit card receipts. Revenue from direct product sales to customers is recognized upon shipment, which is when passage of title and risk of loss occurs. Estimated returns are recorded when product is shipped. Subject to some exceptions based on local regulations, the Company’s return policy is to provide a full refund for product returned within 30 days if the returned product is unopened or defective. After 30 days, the Company generally does not issue refunds to direct sales customers for returned product. The Company allows terminating distributors to return up to 30% of unopened, unexpired product that they have purchased within the prior twelve months for a full refund, less a 10% restocking fee. The Company establishes the returns reserve based on historical experience. The returns reserve is evaluated on a quarterly basis. As of September 30, 2017 and June 30, 2017 , the Company’s reserve balance for returns and allowances was $0.3 million and $0.4 million , respectively. Shipping and Handling Shipping and handling costs associated with inbound freight and freight out to customers, including independent distributors, are included in cost of sales. Shipping and handling fees charged to customers are included in sales. Research and Development Costs The Company expenses all costs related to research and development activities, as incurred. Research and development expenses for the three months ended September 30, 2017 and 2016 were $0.3 million and $0.3 million , respectively. Stock-Based Compensation The Company recognizes stock-based compensation by measuring the cost of services to be rendered based on the grant date fair value of the equity award. The Company recognizes stock-based compensation, net of any estimated forfeitures, over the period an employee is required to provide service in exchange for the award, generally referred to as the requisite service period. For awards with market-based performance conditions, the cost of the awards is recognized as the requisite service is rendered by employees, regardless of when, if ever, the market-based performance conditions are satisfied. The Black-Scholes option pricing model is used to estimate the fair value of stock options. The determination of the fair value of stock options is affected by the Company's stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. The Company uses historical volatility as the expected volatility assumption required in the Black-Scholes model. The Company utilizes a simplified method for estimating the expected life of the options. The Company uses this method because it believes that it provides a better estimate than the Company’s historical data as post vesting exercises have been limited. The risk-free interest rate assumption is based on observed interest rates appropriate for the expected terms of the stock options. The fair value of restricted stock grants is based on the closing market price of the Company's stock on the date of grant less the Company's expected dividend yield. The fair value of performance restricted stock units that include market-based performance conditions is based on the closing market price of the Company's stock on the date of grant less the Company's expected dividend yield, with further adjustments made to reflect the market conditions that must be satisfied in order for the units to vest by using a Monte-Carlo simulation model. Key assumptions for the Monte-Carlo simulation model include the risk-free rate, expected volatility, expected dividends and the correlation coefficient. The fair value of cash-settled performance-based awards, accounted for as liabilities, is remeasured at the end of each reporting period and is based on the closing market price of the Company’s stock on the last day of the reporting period. The Company recognizes compensation costs for awards with performance conditions when it concludes it is probable that the performance conditions will be achieved. The Company reassesses the probability of vesting at each balance sheet date and adjusts compensation costs accordingly. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using statutory tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in income in the period that includes the effective date of the change. The Company recognizes tax liabilities or benefits from an uncertain position only if it is more likely than not that the position will be sustained upon examination by taxing authorities based on the technical merits of the issue. The amount recognized would be the largest liability or benefit that the Company believes has greater than a 50% likelihood of being realized upon settlement. For the three months ended September 30, 2017 and 2016 , the Company recognized income tax expense of $0.4 million and $0.5 million , respectively, which is reflective of the Company’s current estimated federal, state and foreign effective tax rate. Realization of deferred tax assets is dependent upon future earnings in specific tax jurisdictions, the timing and amount of which are uncertain. The Company continues to evaluate the realizability of the deferred tax asset based upon achieved and estimated future results. The difference between the three months ended September 30, 2017 effective rate of 35.1% and the Federal statutory rate of 35.0% is due primarily to the effect of discrete items, return to provision adjustments, permanent items and benefits from the permanent reinvestment assertion. Income Per Share Basic income per common share is computed by dividing the net income by the weighted-average number of common shares outstanding during the period, less unvested restricted stock awards. Diluted income per common share is computed by dividing net income by the weighted-average common shares and potentially dilutive common share equivalents using the treasury stock method. The effects of approximately 0.2 million and 46,000 common shares issuable upon exercise of options and non-vested shares of restricted stock outstanding as of September 30, 2017 and 2016 , respectively, are not included in computations as their effect was anti-dilutive. The following is a reconciliation of net income per share and the weighted-average common shares outstanding for purposes of computing basic and diluted net income per share (in thousands except per share amounts): Three Months Ended September 30, 2017 2016 Numerator: Net income $ 817 $ 1,180 Denominator: Basic weighted-average common shares outstanding 13,963 13,820 Effect of dilutive securities: Stock awards and options 117 601 Warrants — 45 Diluted weighted-average common shares outstanding 14,080 14,466 Net income per share, basic $ 0.06 $ 0.09 Net income per share, diluted $ 0.06 $ 0.08 Segment Information The Company operates in a single operating segment by selling products to an international network of independent distributors that operates in an integrated manner from market to market. Commissions and incentives expenses are the Company’s largest expense comprised of the commissions paid to its independent distributors. The Company manages its business primarily by managing its international network of independent distributors. The Company does not use profitability reports on a regional or divisional basis for making business decisions. However, the Company does report revenue in two geographic regions: the Americas region and the Asia/Pacific & Europe region. Revenues by geographic region are as follows (in thousands): Three Months Ended September 30, 2017 2016 Americas $ 36,163 $ 40,135 Asia/Pacific & Europe 12,964 14,759 Total revenues $ 49,127 $ 54,894 Additional information as to the Company’s revenue from operations in the most significant geographical areas is set forth below (in thousands): Three Months Ended September 30, 2017 2016 United States $ 34,115 $ 38,618 Japan $ 10,856 $ 10,607 As of September 30, 2017 , long-lived assets were $8.3 million in the United States and $0.9 million in Japan. As of June 30, 2017 , long-lived assets were $6.2 million in the United States and $0.9 million in Japan. Effect of New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606) , and has subsequently issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) , ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing , ASU 2016-11, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815) , ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients and ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers (collectively, Topic 606). Topic 606 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the new guidance is for companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration it expects to receive in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. This guidance is effective for the Company beginning on July 1, 2018 with the option to adopt using either a full retrospective or a modified retrospective approach. The Company expects to adopt Topic 606 using the modified retrospective approach, under which the cumulative effect of initially applying Topic 606 is recognized as an adjustment to the opening balance of retained earnings in the first quarter of fiscal 2019. The Company is concluding the assessment phase of implementing this guidance. The Company has evaluated each of its revenue streams and has identified similar performance obligations under Topic 606 as compared to current revenue recognition guidance. As a result, the Company expects that the timing of the recognition of revenue will remain materially unchanged compared to the current guidance. There are also considerations related to internal control over financial reporting associated with implementing Topic 606. The Company is currently evaluating its control framework for revenue recognition and identifying any changes that may need to be made in response to the new guidance. Disclosure requirements under Topic 606 have been expanded compared to the disclosure requirements under the current guidance. The Company is currently in the process of designing and implementing the appropriate controls over gathering and reporting the information required under Topic 606. In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 841) . For lessees, the amendments in this update require that for all leases not considered to be short term, a company recognize both a lease liability and right-of-use asset on its balance sheet, representing the obligation to make payments and the right to use or control the use of a specified asset for the lease term. The amendments in this update are effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods. The Company is currently evaluating the impact that this amendment will have on its consolidated financial statements. In May 2017, FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting . The amendments in this update provide guidance about which changes to the terms or conditions of a share-based award require an entity to apply modification accounting in Topic 718. An entity should account for the effects of a modification unless all the following are met: (1) The fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified, (2) The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified, (3) The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The current disclosure requirements in Topic 718 apply regardless of whether an entity is required to apply modification accounting under the amendments in this update. The amendments in this update are effective for all annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. The amendments in this update should be applied prospectively to an award modified on or after the adoption date. The Company will apply this amendment to any award modifications made on or after the adoption date. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt On March 30, 2016 , the Company entered into a loan agreement (the “March 2016 Loan Agreement”) to refinance its then outstanding debt. In connection with the March 2016 Loan Agreement and on the same date, the Company entered into a security agreement (the “Security Agreement”). The March 2016 Loan Agreement provides for a term loan in an aggregate principal amount of $10.0 million (the “March 2016 Term Loan") and a revolving loan facility in an aggregate principal amount not to exceed $2.0 million (the “March 2016 Revolving Loan,” and collectively with the March 2016 Term Loan, the March 2016 Loan Agreement and the Security Agreement, the “March 2016 Credit Facility”). The principal amount of the March 2016 Term Loan is payable in consecutive quarterly installments in the amount of $0.5 million plus accrued interest beginning with the fiscal quarter ended June 30, 2016 and maturing on March 30, 2019 (the “Maturity Date”). The March 2016 Term Loan bears interest at a fixed rate of 4.93% . If the Company borrows under the March 2016 Revolving Loan, interest will be payable quarterly in arrears on the last day of each fiscal quarter at a variable rate equal to the 30 day LIBOR Rate plus 3.50% . The Company’s obligations under the March 2016 Credit Facility are secured by a security interest in substantially all of the Company’s assets. Loans outstanding under the March 2016 Credit Facility may be prepaid in whole or in part at any time without premium or penalty. In addition, if, at any time, the aggregate principal amount outstanding under the March 2016 Revolving Loan exceeds $2.0 million , the Company must prepay an amount equal to such excess. Any principal amount of the March 2016 Term Loan which is prepaid or repaid may not be re-borrowed. The March 2016 Credit Facility contains customary covenants, including affirmative and negative covenants that, among other things, restrict the Company’s ability to create certain types of liens, incur additional indebtedness, declare or pay dividends on or redeem capital stock, make other payments to holders of equity interests in the Company, make certain investments, purchase or otherwise acquire all or substantially all the assets or equity interests of other companies, sell assets or enter into consolidations, mergers or transfers of all or any substantial part of the Company’s assets. The March 2016 Credit Facility also contains various financial covenants that require the Company to maintain a certain consolidated minimum tangible net worth, minimum working capital amounts, and debt to EBITDA and fixed charge coverage ratios. Additionally, the March 2016 Credit Facility contains cross-default provisions, whereby a default under the terms of certain indebtedness or an uncured default of a payment or other material obligation of the Company under a material contract of the Company will cause a default on the remaining indebtedness under the March 2016 Credit Facility. As of September 30, 2017 , the Company was in compliance with all applicable covenants under the March 2016 Credit Facility. The Company’s book value for the March 2016 Credit Facility approximates the fair value. Aggregate future principal payments required in accordance with the terms of the March 2016 Credit Facility are as follows (in thousands): Fiscal Year Ending June 30, Amount 2018 (remaining nine months ending June 30, 2018) $ 1,500 2019 5,500 $ 7,000 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity During the three months ended September 30, 2017 , the Company did not issue shares of restricted stock or shares of common stock upon the exercise of warrants and options. During the three months ended September 30, 2017 , 4,000 shares of restricted stock were canceled or surrendered as payment of tax withholding upon vesting. The Company’s Articles of Incorporation authorize the issuance of preferred shares. However, as of September 30, 2017 , none have been issued and no rights or preferences have been assigned to the preferred shares by the Company’s board of directors. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Long-Term Incentive Plans The Company adopted and the shareholders approved the 2007 Long-Term Incentive Plan (the “2007 Plan”), effective November 21, 2006, to provide incentives to eligible employees, directors and consultants. A maximum of 1.4 million shares of the Company's common stock can be issued under the 2007 Plan in connection with the grant of awards. Awards to purchase common stock have been granted pursuant to the 2007 Plan and are outstanding to various employees, officers, directors, Scientific Advisory Board members and independent distributors at prices between $1.47 and $10.50 per share, with initial vesting periods of one to three years. Awards expire in accordance with the terms of each award and the shares subject to the award are added back to the 2007 Plan upon expiration of the award. The contractual term of stock options granted is generally ten years. Effective November 21, 2016, no new awards can be granted under the 2007 Plan. The Company adopted and the shareholders approved the 2010 Long-Term Incentive Plan (the “2010 Plan”), effective September 27, 2010, as amended on August 21, 2014, to provide incentives to certain employees, directors and consultants. A maximum of 1.1 million shares of the Company's common stock can be issued under the 2010 Plan in connection with the grant of awards. Awards to purchase common stock have been granted pursuant to the 2010 Plan and are outstanding to various employees, officers and directors. Outstanding stock options awarded under the 2010 Plan have exercise prices between $5.60 and $20.09 per share, and vest over one to four year vesting periods. Awards expire in accordance with the terms of each award and, upon expiration of the award, the shares subject to the award will be added to the 2017 Plan pool as described below. The contractual term of stock options granted is generally ten years. No new awards will be granted under the 2010 Plan and forfeited or terminated shares will be added to the 2017 Plan pool as described below. The Company adopted a performance incentive plan effective July 1, 2015 (the "Fiscal 2016 Performance Plan"). The Fiscal 2016 Performance Plan is intended to provide selected employees an opportunity to earn performance-based cash bonuses whose value is based upon the Company’s stock value and to encourage such employees to provide services to the Company and to attract new individuals with outstanding qualifications. The Fiscal 2016 Performance Plan seeks to achieve this purpose by providing for awards in the form of performance share units (the “Units”). No shares will be issued under the Fiscal 2016 Performance Plan. Awards may be settled only with cash and will be paid subsequent to award vesting. The fair value of share-based compensation awards, that include performance shares, are accounted for as liabilities. Vesting for the Units is subject to achievement of both service-based and performance-based vesting requirements. Performance-based vesting occurs in three installments if the Company meets certain performance criteria generally set for each year of a three -year performance period. The service-based vesting criteria occurs in a single installment at the end of the third fiscal year after the awards are granted if the participant has continuously remained in service from the date of award through the end of the third fiscal year. The fair value of these awards is based on the trading price of the Company's common stock and is remeasured at each reporting period date until settlement. The Company adopted separate performance incentive plans effective July 1, 2016 (the "Fiscal 2017 Performance Plan") and July 1, 2017 (the "Fiscal 2018 Performance Plan"). The Fiscal 2017 Performance Plan and Fiscal 2018 Performance Plan include performance-based and service-based vesting requirements and payment terms that are substantially the same as described above the Fiscal 2016 Performance Plan. The Company adopted and the shareholders approved the 2017 Long-Term Incentive Plan (the “2017 Plan”), effective February 16, 2017, to provide incentives to eligible employees, directors and consultants. The maximum number of shares that can be issued under the 2017 Plan is not to exceed 1,125,000 shares, calculated as the sum of (i) 650,000 shares and (ii) up to 475,000 shares previously reserved for issuance under the 2010 Plan, including shares returned upon cancellation, termination or forfeiture of awards that were previously granted under that plan. As of September 30, 2017 , a maximum of 1.0 million shares of the Company's common stock can be issued under the 2017 Plan in connection with the grant of awards. Awards expire in accordance with the terms of each award and the shares subject to the award are added back to the 2017 Plan upon expiration of the award. Stock-Based Compensation In accordance with accounting guidance for stock-based compensation, payments in equity instruments for goods or services are accounted for by the fair value method. For the three months ended September 30, 2017 , stock-based compensation of $0.4 million was reflected as an increase to additional paid-in capital and an increase of $0.2 million was included in other accrued expenses, all of which was employee related. For the three months ended September 30, 2016 , stock-based compensation of $0.7 million was reflected as an increase to additional paid-in capital and an increase of $0.2 million was included in other accrued expenses, all of which was employee related. On January 4, 2016 , the Company awarded performance restricted stock units under the 2010 Long-Term Incentive Plan to its executive officers (the "Recipients") and, in March 2016 , the Company and each Recipient entered into an amended and restated stock unit agreement (the "Restated Stock Unit Agreement") amending the terms of the January 2016 awards. Under the Restated Stock Unit Agreements, vesting for the performance restricted stock units occurs at the end of a three -year performance period beginning January 1, 2016 (the "Performance Period") and is subject to achievement of both service-based and market-based performance vesting requirements. Subject generally to the Recipient's continued service with the Company (the service-based requirement) and limitations otherwise set forth in the 2010 Long-Term Incentive Plan, each performance restricted stock unit represents a contingent right for the Recipient to receive, within thirty days after the end of the performance period, a distribution of shares of common stock of the Company equal to 0% to 200% of the target number of performance restricted stock units subject to the award. The actual number of shares distributed will be based on the Company's total stockholder return ("TSR") performance during the Performance Period, subject to acceleration upon a change in control of the Company. The vesting for 50% of the performance restricted stock units is based upon the Company's absolute TSR for the performance period compared to a matrix of fixed numeric values and the vesting for the other 50% of the performance restricted stock units is based upon the relative comparison of the Company's TSR to the Vanguard Russell 2000 exchange traded fund TSR. The fair value of the performance restricted stock units will be recognized on a straight-line basis over the requisite service period of the awards, regardless of when, if ever, the market-based performance conditions are satisfied. On March 28, 2017 , the Company awarded new performance restricted stock units under the 2017 Long-Term Incentive Plan to its executive officers. These awards have a three -year performance period beginning on January 1, 2017 and otherwise include the same performance-based and service-based vesting requirements as the previous awards. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Contingencies The Company accounts for contingent liabilities in accordance with Accounting Standards Codification ("ASC") Topic 450, Contingencies . This guidance requires management to assess potential contingent liabilities that may exist as of the date of the financial statements to determine the probability and amount of loss that may have occurred, which inherently involves an exercise of judgment. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. For loss contingencies considered remote, no accrual or disclosures are generally made. Management has assessed potential contingent liabilities as of September 30, 2017 , and based on the assessment, there are no probable loss contingencies requiring accrual or disclosures within its financial statements. Legal Accruals In addition to commitments and obligations in the ordinary course of business, from time to time, the Company is subject to various claims, pending and potential legal actions, investigations relating to governmental laws and regulations and other matters arising out of the normal conduct of its business. Management assesses contingencies to determine the degree of probability and range of possible loss for potential accrual in the consolidated financial statements. An estimated loss contingency is accrued in the consolidated financial statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Because evaluating legal claims and litigation results are inherently unpredictable and unfavorable results could occur, assessing contingencies is highly subjective and requires judgments about future events. When evaluating contingencies, management may be unable to provide a meaningful estimate due to a number of factors, including the procedural status of the matter in question, the presence of complex or novel legal theories, and/or the ongoing discovery and development of information important to the matters. In addition, damage amounts claimed or asserted against the Company may be unsupported, exaggerated or unrelated to possible outcomes, and as such are not meaningful indicators of a potential liability. Management regularly reviews contingencies to determine the adequacy of financial statement accruals and related disclosures. The amount of ultimate loss may differ from these estimates. It is possible that cash flows or results of operations could be materially affected in any particular period by the unfavorable resolution of one or more of these contingencies. Whether any losses finally determined in any claim, action, investigation or proceeding could reasonably have a material effect on the Company's business, financial condition, results of operations or cash flows will depend on a number of variables, including: the timing and amount of such losses; the structure and type of any remedies; the significance of the impact any such losses, damages or remedies may have on the consolidated financial statements; and the unique facts and circumstances of the particular matter that may give rise to additional factors. Class Action Lawsuit: On September 15, 2016, a purported securities class action was filed in the United States District Court for the District of Utah, entitled Zhang v. LifeVantage Corp ., Case No. 2:16-cv-00965-BCW (D. Utah filed Sept. 15, 2016). In this action (later recaptioned as In re LifeVantage Corp. Securities Litigation ), plaintiff alleged that the Company, its Chief Executive Officer and former Chief Financial Officer violated Sections 10(b) and/or 20(a) of the Securities Exchange Act of 1934, 15 U.S.C. §§ 78j(b), 78t(a), and Rule 10b-5, 17 C.F.R. § 240.10b-5, promulgated thereunder, by making false or misleading statements or omissions in public filings with the Securities and Exchange Commission regarding the Company's internal controls and financial results for the first, second and third quarters of fiscal year 2016. The initial complaint sought unspecified damages against the defendants on behalf of a class of purchasers of the Company’s stock between November 4, 2015 and September 13, 2016. On December 13, 2016, the Court appointed Dale Blanch and Yvonne Cohen as lead plaintiffs and approved their selection of lead plaintiffs’ counsel. On January 27, 2017, lead plaintiffs filed an amended complaint largely reiterating the claims asserted in the original initial complaint and expanding the putative class period. On June 15, 2017, the Court granted defendants’ motion to dismiss the amended complaint, without prejudice, and permitted lead plaintiffs to file a motion for leave to file a second amended complaint. On July 6, 2017, lead plaintiffs filed a motion for leave to amend. On September 18, 2017, the Court denied lead plaintiffs’ motion for leave to amend and entered final judgment in favor of defendants and dismissed the case with prejudice. On October 17, 2017, the parties executed a stipulation whereby lead plaintiffs agreed not to take an appeal from the final judgment of dismissal in favor of defendants in exchange for mutual releases, without payment of any consideration by defendants. This case is now concluded. Derivative Action Lawsuits: On October 11, 2016, two purported shareholder derivative actions were filed in the Third District Court of the State of Utah, Salt Lake County, entitled Johnson v. Jensen, Case No. 160906320 MI (Utah Dist. filed Oct. 11, 2016), and Rupp v. Jensen, Case No. 160906321 MI (Utah Dist. filed Oct. 11, 2016). In these actions (which are substantively identical), plaintiffs, purportedly on behalf of the Company, allege that the Company's Chief Executive Officer, former Chief Financial Officer and members of the board of directors breached their fiduciary duties owed to the Company by, among other things, causing or permitting the Company to issue false and misleading statements or omissions in public filings with the Securities and Exchange Commission, as alleged in the class action lawsuit noted above. On October 19, 2016, the Court entered an order consolidating the two actions under the Johnson case number, with the new caption In re LifeVantage Corp. Derivative Litigation, providing that defendants and nominal defendant need not respond to the initial complaints and directing the parties to meet and confer within thirty days on a schedule for further proceedings in this action. On November 21, 2016, the Court approved a stipulation between the parties providing that (a) defendants and nominal defendant need not respond to the initial complaints and (b) within thirty days from the earlier of (i) the Company’s filing of its Form 10-K for fiscal year 2016 and (ii) plaintiffs’ filing of a consolidated amended complaint, the parties will meet and confer on a schedule regarding further proceedings in this action. On January 10, 2017, the Court approved a stipulation between the parties providing that this action would be deferred (i.e., stayed) pending a ruling on defendants’ then-anticipated motion to dismiss the amended complaint in the Class Action Lawsuit. On March 13, 2017, plaintiffs filed a consolidated amended complaint. On July 14, 2017, the parties agree to continue the deferral (stay) of this action pending a ruling denying lead plaintiffs’ motion for leave to amend or on defendants’ anticipated motion to dismiss the amended complaint in the Class Action Lawsuit. On January 30, 2017, another purported shareholder derivative action was filed in the United States District Court for the District of Utah, entitled Hansen v. Jensen , Case No. 2:17-cv-00075-DN (D. Utah filed Jan. 30, 2017). In this action, plaintiff, purportedly on behalf of the Company, alleges that the Company’s Chief Executive Officer, former Chief Financial Officer and members of the board of directors violated Section 14(a) of the Securities Exchange Act of 1934, 15 U.S.C. § 78n(a), and breached their fiduciary duties owed to the Company by, among other things, causing or permitting the Company to issue false and misleading statements or omissions in public filings with the SEC, as alleged in the class action lawsuit noted above. On March 30, 2017, the parties entered into a stipulation providing that this action would be stayed pending a ruling on defendants’ motion to dismiss the amended complaint in the Class Action Lawsuit. On February 27, 2017, another purported shareholder derivative action was filed in the United States District Court for the District of Utah, entitled Baker v. Jensen , Case No. 2:17-cv-00141-PMW (D. Utah filed Feb. 27, 2017). Also, on April 24, 2017, another purported shareholder derivative action was filed in the United States District Court for the District of Utah, entitled Inforzato v. Jensen , Case No. 2:17-cv-00317-JNP (D. Utah filed Apr. 24, 2017). In these actions, plaintiffs, also purportedly on behalf of the Company, make similar allegations as the plaintiff in Hansen v. Jensen , described above. The parties in Baker and Inforzato similarly have agreed to stays of those actions pending a ruling on defendants’ motion to dismiss in the Class Action Lawsuit. All Derivative Action Lawsuits remain stayed. The Company notes that although the plaintiffs in the Derivative Action Lawsuits purport to seek unspecified damages against the individual defendants on behalf of the Company, the Company owes certain indemnification obligations to these individual defendants under Colorado law and existing indemnification agreements. The Company has not established a loss contingency accrual for this lawsuit as it believes liability is not probable or estimable, and the defendants plan to vigorously defend against this lawsuit. Nonetheless, an unfavorable resolution of this matter could have a material adverse effect on the Company's business, results of operations or financial condition. Other Matters. In addition to the matters described above, the Company also may become involved in other litigation and regulatory matters incidental to its business and the matters disclosed in this quarterly report on Form 10-Q, including, but not limited to, product liability claims, regulatory actions, employment matters and commercial disputes. The Company intends to defend itself in any such matters and does not currently believe that the outcome of any such matters will have a material adverse effect on the Company's business, financial condition, results of operations and cash flows. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Effective January 2014, the Company commenced a partnership with Real Salt Lake of Major League Soccer, which includes the placement of the Company's logo on the front of the team’s jersey as well as strategic placement of the Company's logo around the stadium and on televised broadcasts of the games. In July 2015, Dell Loy Hansen, the sole owner of Real Salt Lake and Real Monarchs SLC, became a major stockholder of the Company. During the three months ended September 30, 2017 , the Company paid $1.0 million to Real Salt Lake pursuant to the terms of this partnership, and other various amounts for the endorsement of Real Monarchs SLC and product marketing expenses. During fiscal year 2018 , the Company will additionally pay approximately $3.0 million to Real Salt Lake pursuant to the terms of this partnership. During the three months ended September 30, 2016 , no amounts were paid by the Company. During the three months ended September 30, 2017 , Gig Economy Group ("GEG") provided outsourced software application development services to the Company pursuant to an agreement entered into between the Company and GEG in the amount of $0.9 million . During the three months ended September 30, 2016 , GEG did not provide services to the Company. David Toole, a member of the Company's board of directors, is a majority owner and an officer of GEG. |
Summary of Significant Accoun14
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Consolidation | Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation. |
Use of Estimates | Use of Estimates The Company prepares the condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (GAAP). In preparing these statements, the Company is required to use estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates and assumptions. On an ongoing basis, the Company reviews its estimates, including those related to inventory valuation and obsolescence, sales returns, income taxes and tax valuation reserves, share-based compensation and loss contingencies. |
Foreign Currency Translation | Foreign Currency Translation A portion of the Company’s business operations occurs outside the United States. The local currency of each of the Company’s subsidiaries is generally its functional currency. All assets and liabilities are translated into U.S. dollars at exchange rates existing at the balance sheet dates, revenue and expenses are translated at weighted-average exchange rates and stockholders’ equity is recorded at historical exchange rates. The resulting foreign currency translation adjustments are recorded as a separate component of stockholders’ equity in the condensed consolidated balance sheets and as a component of comprehensive income. Transaction gains and losses are included in other income (expense), net in the condensed consolidated statements of operations and comprehensive income. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities The Company's subsidiaries enter into transactions with each other which may not be denominated in the respective subsidiaries' functional currencies. The Company seeks to reduce its exposure to fluctuations in foreign exchange rates through the use of derivatives. The Company does not use such derivative financial instruments for trading or speculative purposes. To hedge risks associated with the foreign-currency-denominated intercompany transactions, the Company entered into forward foreign exchange contracts which were settled in September 2017 and were not designated for hedge accounting. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers only its monetary liquid assets with original maturities of three months or less as cash and cash equivalents. |
Concentration of Credit Risk | Concentration of Credit Risk Accounting guidance for financial instruments requires disclosure of significant concentrations of credit risk regardless of the degree of such risk. Financial instruments with significant credit risk include cash and investments. |
Accounts Receivable | Accounts Receivable The Company’s accounts receivable as of September 30, 2017 and June 30, 2017 consist primarily of credit card receivables. Based on the Company’s verification process for customer credit cards and historical information available, management has determined that an allowance for doubtful accounts on credit card sales related to its customer sales as of September 30, 2017 is not necessary. |
Inventory | Inventories are carried and depicted above at the lower of cost or market, using the first-in, first-out method |
Revenue Recognition | Revenue Recognition The Company ships the majority of its product directly to the consumer and receives substantially all payment for these sales in the form of credit card receipts. Revenue from direct product sales to customers is recognized upon shipment, which is when passage of title and risk of loss occurs. Estimated returns are recorded when product is shipped. Subject to some exceptions based on local regulations, the Company’s return policy is to provide a full refund for product returned within 30 days if the returned product is unopened or defective. After 30 days, the Company generally does not issue refunds to direct sales customers for returned product. The Company allows terminating distributors to return up to 30% of unopened, unexpired product that they have purchased within the prior twelve months for a full refund, less a 10% restocking fee. The Company establishes the returns reserve based on historical experience. The returns reserve is evaluated on a quarterly basis. |
Shipping and Handling | Shipping and Handling Shipping and handling costs associated with inbound freight and freight out to customers, including independent distributors, are included in cost of sales. Shipping and handling fees charged to customers are included in sales. |
Research and Development Costs | Research and Development Costs The Company expenses all costs related to research and development activities, as incurred. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes stock-based compensation by measuring the cost of services to be rendered based on the grant date fair value of the equity award. The Company recognizes stock-based compensation, net of any estimated forfeitures, over the period an employee is required to provide service in exchange for the award, generally referred to as the requisite service period. For awards with market-based performance conditions, the cost of the awards is recognized as the requisite service is rendered by employees, regardless of when, if ever, the market-based performance conditions are satisfied. The Black-Scholes option pricing model is used to estimate the fair value of stock options. The determination of the fair value of stock options is affected by the Company's stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. The Company uses historical volatility as the expected volatility assumption required in the Black-Scholes model. The Company utilizes a simplified method for estimating the expected life of the options. The Company uses this method because it believes that it provides a better estimate than the Company’s historical data as post vesting exercises have been limited. The risk-free interest rate assumption is based on observed interest rates appropriate for the expected terms of the stock options. The fair value of restricted stock grants is based on the closing market price of the Company's stock on the date of grant less the Company's expected dividend yield. The fair value of performance restricted stock units that include market-based performance conditions is based on the closing market price of the Company's stock on the date of grant less the Company's expected dividend yield, with further adjustments made to reflect the market conditions that must be satisfied in order for the units to vest by using a Monte-Carlo simulation model. Key assumptions for the Monte-Carlo simulation model include the risk-free rate, expected volatility, expected dividends and the correlation coefficient. The fair value of cash-settled performance-based awards, accounted for as liabilities, is remeasured at the end of each reporting period and is based on the closing market price of the Company’s stock on the last day of the reporting period. The Company recognizes compensation costs for awards with performance conditions when it concludes it is probable that the performance conditions will be achieved. The Company reassesses the probability of vesting at each balance sheet date and adjusts compensation costs accordingly. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using statutory tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in income in the period that includes the effective date of the change. The Company recognizes tax liabilities or benefits from an uncertain position only if it is more likely than not that the position will be sustained upon examination by taxing authorities based on the technical merits of the issue. The amount recognized would be the largest liability or benefit that the Company believes has greater than a 50% likelihood of being realized upon settlement. |
Income Per Share | Income Per Share Basic income per common share is computed by dividing the net income by the weighted-average number of common shares outstanding during the period, less unvested restricted stock awards. Diluted income per common share is computed by dividing net income by the weighted-average common shares and potentially dilutive common share equivalents using the treasury stock method. |
Segment Information | Segment Information The Company operates in a single operating segment by selling products to an international network of independent distributors that operates in an integrated manner from market to market. Commissions and incentives expenses are the Company’s largest expense comprised of the commissions paid to its independent distributors. The Company manages its business primarily by managing its international network of independent distributors. The Company does not use profitability reports on a regional or divisional basis for making business decisions. However, the Company does report revenue in two geographic regions: the Americas region and the Asia/Pacific & Europe region. |
Effect of New Accounting Pronouncements | Effect of New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606) , and has subsequently issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) , ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing , ASU 2016-11, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815) , ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients and ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers (collectively, Topic 606). Topic 606 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the new guidance is for companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration it expects to receive in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. This guidance is effective for the Company beginning on July 1, 2018 with the option to adopt using either a full retrospective or a modified retrospective approach. The Company expects to adopt Topic 606 using the modified retrospective approach, under which the cumulative effect of initially applying Topic 606 is recognized as an adjustment to the opening balance of retained earnings in the first quarter of fiscal 2019. The Company is concluding the assessment phase of implementing this guidance. The Company has evaluated each of its revenue streams and has identified similar performance obligations under Topic 606 as compared to current revenue recognition guidance. As a result, the Company expects that the timing of the recognition of revenue will remain materially unchanged compared to the current guidance. There are also considerations related to internal control over financial reporting associated with implementing Topic 606. The Company is currently evaluating its control framework for revenue recognition and identifying any changes that may need to be made in response to the new guidance. Disclosure requirements under Topic 606 have been expanded compared to the disclosure requirements under the current guidance. The Company is currently in the process of designing and implementing the appropriate controls over gathering and reporting the information required under Topic 606. In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 841) . For lessees, the amendments in this update require that for all leases not considered to be short term, a company recognize both a lease liability and right-of-use asset on its balance sheet, representing the obligation to make payments and the right to use or control the use of a specified asset for the lease term. The amendments in this update are effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods. The Company is currently evaluating the impact that this amendment will have on its consolidated financial statements. In May 2017, FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting . The amendments in this update provide guidance about which changes to the terms or conditions of a share-based award require an entity to apply modification accounting in Topic 718. An entity should account for the effects of a modification unless all the following are met: (1) The fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified, (2) The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified, (3) The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The current disclosure requirements in Topic 718 apply regardless of whether an entity is required to apply modification accounting under the amendments in this update. The amendments in this update are effective for all annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. The amendments in this update should be applied prospectively to an award modified on or after the adoption date. The Company will apply this amendment to any award modifications made on or after the adoption date. |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Components of Inventory | As of September 30, 2017 and June 30, 2017 , inventory consisted of (in thousands): September 30, June 30, Finished goods $ 7,422 $ 7,817 Raw materials 7,938 8,758 Total inventory $ 15,360 $ 16,575 |
Summary of Computation of Net Income Per Share | The following is a reconciliation of net income per share and the weighted-average common shares outstanding for purposes of computing basic and diluted net income per share (in thousands except per share amounts): Three Months Ended September 30, 2017 2016 Numerator: Net income $ 817 $ 1,180 Denominator: Basic weighted-average common shares outstanding 13,963 13,820 Effect of dilutive securities: Stock awards and options 117 601 Warrants — 45 Diluted weighted-average common shares outstanding 14,080 14,466 Net income per share, basic $ 0.06 $ 0.09 Net income per share, diluted $ 0.06 $ 0.08 |
Revenues by Geographic Area | Revenues by geographic region are as follows (in thousands): Three Months Ended September 30, 2017 2016 Americas $ 36,163 $ 40,135 Asia/Pacific & Europe 12,964 14,759 Total revenues $ 49,127 $ 54,894 |
Additional Information as to Company's Revenue from Operations in most Significant Geographical Areas | Additional information as to the Company’s revenue from operations in the most significant geographical areas is set forth below (in thousands): Three Months Ended September 30, 2017 2016 United States $ 34,115 $ 38,618 Japan $ 10,856 $ 10,607 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Future Principal Payments of the Credit Facility | Aggregate future principal payments required in accordance with the terms of the March 2016 Credit Facility are as follows (in thousands): Fiscal Year Ending June 30, Amount 2018 (remaining nine months ending June 30, 2018) $ 1,500 2019 5,500 $ 7,000 |
Summary of Significant Accoun17
Summary of Significant Accounting Policies - Narrative (Details) shares in Thousands | 3 Months Ended | ||
Sep. 30, 2017USD ($)Segmentshares | Sep. 30, 2016USD ($)shares | Jun. 30, 2017USD ($) | |
Summary Of Significant Accounting Policies | |||
Foreign currency transaction gain (loss), realized | $ 100,000 | $ (100,000) | |
Derivative instruments, gain (loss) realized in income, net | 3,000 | (100,000) | |
Bad debt expenses | 0 | 0 | |
Inventory valuation reserves | $ 1,100,000 | $ 900,000 | |
Money back guarantee period | 30 days | ||
Percentage of products can be returned for a full refund by terminated distributors (up to) | 30.00% | ||
Percent of restocking fee | 10.00% | ||
Reserve for sales returns | $ 300,000 | 400,000 | |
Research and development | 300,000 | 300,000 | |
Income tax expense | $ 441,000 | $ 498,000 | |
Effective tax rate | 35.10% | ||
Statutory tax rate | 35.00% | ||
Antidilutive securities excluded from EPS calculation (in shares) | shares | 200 | 46 | |
Number of operating segments | Segment | 1 | ||
Number of geographic segments | Segment | 2 | ||
United States | |||
Summary Of Significant Accounting Policies | |||
Long-lived assets | $ 8,300,000 | 6,200,000 | |
Japan | |||
Summary Of Significant Accounting Policies | |||
Long-lived assets | 900,000 | $ 900,000 | |
Cash accounts held primarily at One Financial Institution | |||
Summary Of Significant Accounting Policies | |||
Concentration of credit risk | 8,500,000 | ||
Cash held primarily at Other Financial Institutions | |||
Summary Of Significant Accounting Policies | |||
Concentration of credit risk | $ 3,800,000 |
Summary of Significant Accoun18
Summary of Significant Accounting Policies - Components of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Jun. 30, 2017 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 7,422 | $ 7,817 |
Raw materials | 7,938 | 8,758 |
Total inventory | $ 15,360 | $ 16,575 |
Summary of Significant Accoun19
Summary of Significant Accounting Policies - Summary of Computation of Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Numerator: | ||
Net income | $ 817 | $ 1,180 |
Denominator: | ||
Basic weighted-average common shares outstanding (in shares) | 13,963 | 13,820 |
Effect of dilutive securities: | ||
Stock awards and options (in shares) | 117 | 601 |
Warrants (in shares) | 0 | 45 |
Diluted weighted-average common shares outstanding (in shares) | 14,080 | 14,466 |
Net income per share, basic (USD per share) | $ 0.06 | $ 0.09 |
Net income per share, diluted (USD per share) | $ 0.06 | $ 0.08 |
Summary of Significant Accoun20
Summary of Significant Accounting Policies - Revenue by Geographic Regions and Significant Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Reporting Information | ||
Total revenues | $ 49,127 | $ 54,894 |
Americas | ||
Segment Reporting Information | ||
Total revenues | 36,163 | 40,135 |
Asia/Pacific & Europe | ||
Segment Reporting Information | ||
Total revenues | 12,964 | 14,759 |
United States | ||
Segment Reporting Information | ||
Total revenues | 34,115 | 38,618 |
Japan | ||
Segment Reporting Information | ||
Total revenues | $ 10,856 | $ 10,607 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) | Mar. 30, 2016USD ($) |
March 2016 Term Loan | Secured Debt | |
Line of Credit Facility [Line Items] | |
Maximum capacity on draw | $ 10,000,000 |
Frequency of periodic payment | quarterly |
Quarterly installments | $ 500,000 |
Fixed rate interest on debt | 4.93% |
March 2016 Revolving Loan | Revolving Credit Facility | |
Line of Credit Facility [Line Items] | |
Maximum capacity on draw | $ 2,000,000 |
March 2016 Revolving Loan | 30 Day LIBOR | Revolving Credit Facility | |
Line of Credit Facility [Line Items] | |
Interest rate per annum over the variable basis | 3.50% |
Long-Term Debt - Future Princip
Long-Term Debt - Future Principal Payments (Details) $ in Thousands | Sep. 30, 2017USD ($) |
Debt Disclosure [Abstract] | |
2018 (remaining nine months ending June 30, 2018) | $ 1,500 |
2,019 | 5,500 |
Long-term debt, gross | $ 7,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Common Stock | 3 Months Ended |
Sep. 30, 2017shares | |
Class of Stock [Line Items] | |
Issuance of shares related to restricted stock (in shares) | 0 |
Issuance of shares related to common stock (in shares) | 0 |
Shares canceled or surrendered as payment of tax withholding (in shares) | 4,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) $ / shares in Units, $ in Millions | Jan. 01, 2017 | Jan. 04, 2016 | Sep. 30, 2017USD ($)Vesting_Installlment$ / sharesshares | Sep. 30, 2016USD ($) | Feb. 16, 2017shares | Nov. 21, 2006shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock based compensation reflect in additional paid in capital | $ | $ 0.4 | $ 0.7 | ||||
Stock-based compensation awards included in other accrued expenses | $ | $ 0.2 | $ 0.2 | ||||
Performance Shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Distribution period following performance period | 30 days | |||||
2007 Long-Term Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized (in shares) | shares | 1,429,000 | |||||
Right to purchase common stock, minimum price per share (USD per share) | $ / shares | $ 1.47 | |||||
Right to purchase common stock, maximum price per share (USD per share) | $ / shares | $ 10.5 | |||||
Contractual term of stock options granted | 10 years | |||||
2007 Long-Term Incentive Plan | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share based payment award, vesting period | 1 year | |||||
2007 Long-Term Incentive Plan | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share based payment award, vesting period | 3 years | |||||
2010 Long-Term Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized (in shares) | shares | 1,147,000 | 475,000 | ||||
Right to purchase common stock, minimum price per share (USD per share) | $ / shares | $ 5.60 | |||||
Right to purchase common stock, maximum price per share (USD per share) | $ / shares | $ 20.09 | |||||
Contractual term of stock options granted | 10 years | |||||
2010 Long-Term Incentive Plan | Performance Shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share based payment award, vesting period | 3 years | |||||
2010 Long-Term Incentive Plan | Performance Shares | Company's Total Stockholder Return | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting rights percentage | 50.00% | |||||
2010 Long-Term Incentive Plan | Performance Shares | Companys' TSR Relative to Vanguard Russell 2000 Exchange TSR | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting rights percentage | 50.00% | |||||
2010 Long-Term Incentive Plan | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share based payment award, vesting period | 1 year | |||||
2010 Long-Term Incentive Plan | Minimum | Performance Shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Distribution of shares of common stock percentage | 0.00% | |||||
2010 Long-Term Incentive Plan | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share based payment award, vesting period | 4 years | |||||
2010 Long-Term Incentive Plan | Maximum | Performance Shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Distribution of shares of common stock percentage | 200.00% | |||||
2016 Performance Incentive Plan | Performance Shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share based payment award, vesting period | 3 years | |||||
Number of vesting installments | Vesting_Installlment | 3 | |||||
2017 Long-Term Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized (in shares) | shares | 1,003,000 | 1,125,000 | ||||
2017 Performance Incentive Plan | Performance Shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share based payment award, vesting period | 3 years | |||||
2017 Long-Term Incentive Plan Excluding 2010 Long-Term Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized (in shares) | shares | 650,000 |
Commitments and Contingencies -
Commitments and Contingencies - Legal Accruals (Details) | Oct. 11, 2016lawsuit |
Johnson And Rupp VS Jensen | Alleged Breached Fiduciary Duties | Pending Litigation | |
Loss Contingencies [Line Items] | |
Number of shareholder derivative actions | 2 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2018 | |
Real Salt Lake | Partnership Terms | |||
Related Party Transaction [Line Items] | |||
Related party transaction, amounts of transaction | $ 1,000,000 | $ 0 | |
Real Salt Lake | Partnership Terms | Forecast | |||
Related Party Transaction [Line Items] | |||
Related party transaction, amounts of transaction | $ 3,000,000 | ||
Gig Economy Group | Software Development | |||
Related Party Transaction [Line Items] | |||
Related party transaction, amounts of transaction | $ 900,000 | $ 0 |