Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2018 | May 04, 2018 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
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 | 14,306,851 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2018 | Jun. 30, 2017 |
Current assets | ||
Cash and cash equivalents | $ 13,952 | $ 11,458 |
Accounts receivable | 1,329 | 1,334 |
Income tax receivable | 280 | 913 |
Inventory, net | 15,816 | 16,575 |
Prepaid expenses and deposits | 7,852 | 5,266 |
Total current assets | 39,229 | 35,546 |
Long-term assets | ||
Property and equipment, net | 5,660 | 3,127 |
Intangible assets, net | 1,148 | 1,247 |
Long-term deferred income tax asset | 3,593 | 4,087 |
Other long-term assets | 1,299 | 1,242 |
TOTAL ASSETS | 50,929 | 45,249 |
Current liabilities | ||
Accounts payable | 4,629 | 4,850 |
Commissions payable | 7,372 | 6,837 |
Income tax payable | 72 | 215 |
Other accrued expenses | 11,617 | 9,453 |
Current portion of long-term debt | 2,000 | 2,000 |
Total current liabilities | 25,690 | 23,355 |
Long-term debt | ||
Principal amount | 4,000 | 5,500 |
Less: unamortized discount and deferred offering costs | (35) | (60) |
Long-term debt, net of unamortized discount and deferred offering costs | 3,965 | 5,440 |
Other long-term liabilities | 1,972 | 1,927 |
Total liabilities | 31,627 | 30,722 |
Commitments and contingencies - Note 6 | ||
Stockholders’ equity | ||
Preferred stock — par value $0.0001 and $0.001 per share, 5,000 and 50,000 shares authorized, no shares issued or outstanding | 0 | 0 |
Common stock — par value $0.0001 and $0.001 per share, 40,000 and 250,000 shares authorized and 14,307 and 14,232 issued and outstanding as of March 31, 2018 and June 30, 2017, respectively | 1 | 14 |
Additional paid-in capital | 123,955 | 121,599 |
Accumulated deficit | (104,723) | (106,992) |
Accumulated other comprehensive income (loss) | 69 | (94) |
Total stockholders’ equity | 19,302 | 14,527 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 50,929 | $ 45,249 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2018 | Jun. 30, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (USD per share) | $ 0.0001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 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) | $ 0.0001 | $ 0.001 |
Common stock, shares authorized (in shares) | 40,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 14,307,000 | 14,232,000 |
Common stock, shares outstanding (in shares) | 14,307,000 | 14,232,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||||
Revenue, net | $ 50,562 | $ 45,007 | $ 149,171 | $ 148,848 |
Cost of sales | 8,921 | 8,233 | 26,778 | 24,565 |
Gross profit | 41,641 | 36,774 | 122,393 | 124,283 |
Operating expenses: | ||||
Commissions and incentives | 24,320 | 22,843 | 71,124 | 72,679 |
Selling, general and administrative | 15,023 | 13,708 | 45,246 | 48,695 |
Total operating expenses | 39,343 | 36,551 | 116,370 | 121,374 |
Operating income | 2,298 | 223 | 6,023 | 2,909 |
Other expense: | ||||
Interest expense | (92) | (131) | (357) | (406) |
Other income (expense), net | 27 | (32) | (120) | (353) |
Total other expense | (65) | (163) | (477) | (759) |
Income before income taxes | 2,233 | 60 | 5,546 | 2,150 |
Income tax (expense) benefit | (598) | 1 | (2,777) | (626) |
Net income | $ 1,635 | $ 61 | $ 2,769 | $ 1,524 |
Net income per share: | ||||
Basic (USD per share) | $ 0.12 | $ 0 | $ 0.20 | $ 0.11 |
Diluted (USD per share) | $ 0.12 | $ 0 | $ 0.20 | $ 0.11 |
Weighted-average shares outstanding: | ||||
Basic (in shares) | 14,006 | 13,915 | 13,975 | 13,858 |
Diluted (in shares) | 14,178 | 14,105 | 14,136 | 14,122 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustment | $ 97 | $ 26 | $ 163 | $ (72) |
Other comprehensive income (loss), net of tax | 97 | 26 | 163 | (72) |
Comprehensive income | $ 1,732 | $ 87 | $ 2,932 | $ 1,452 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - 9 months ended Mar. 31, 2018 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Beginning Balance (in shares) at Jun. 30, 2017 | 14,232,000 | ||||
Beginning Balance at Jun. 30, 2017 | $ 14,527 | $ 14 | $ 121,599 | $ (106,992) | $ (94) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation | 2,313 | 2,313 | |||
Exercise of options and warrants (in shares) | 14,000 | ||||
Exercise of options and warrants | $ 30 | 30 | |||
Issuance of shares related to restricted stock (in shares) | 200,000 | 190,000 | |||
Shares canceled or surrendered as payment of tax withholding (in shares) | (23,000) | ||||
Repurchase of company stock (in shares) | (106,000) | (106,000) | |||
Repurchase of company stock | $ (500) | (500) | |||
Change in par value of common stock | 0 | $ (13) | 13 | ||
Currency translation adjustment | 163 | 163 | |||
Net income | 2,769 | 2,769 | |||
Ending Balance (in shares) at Mar. 31, 2018 | 14,307,000 | ||||
Ending Balance at Mar. 31, 2018 | $ 19,302 | $ 1 | $ 123,955 | $ (104,723) | $ 69 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash Flows from Operating Activities: | ||
Net income | $ 2,769 | $ 1,524 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 942 | 1,224 |
Stock-based compensation | 2,110 | 1,792 |
Amortization of deferred financing fees | 10 | 9 |
Amortization of debt discount | 15 | 14 |
Deferred income tax | 493 | 888 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 42 | 344 |
Income tax receivable | 633 | (2,631) |
Inventory, net | 985 | 5,724 |
Prepaid expenses and deposits | (2,668) | 1,564 |
Other long-term assets | 104 | 90 |
Accounts payable | (230) | (4,561) |
Income tax payable | (143) | (1,206) |
Other accrued expenses | 3,311 | 410 |
Other long-term liabilities | (588) | (564) |
Net Cash Provided by Operating Activities | 7,785 | 4,621 |
Cash Flows from Investing Activities: | ||
Purchase of equipment | (3,367) | (464) |
Net Cash Used in Investing Activities | (3,367) | (464) |
Cash Flows from Financing Activities: | ||
Payment of deferred financing fees | 0 | (1,380) |
Repurchase of company stock | (500) | 0 |
Payment on term loan | (1,500) | (1,500) |
Exercise of options and warrants | 30 | 40 |
Net Cash Used in Financing Activities | (1,970) | (2,840) |
Foreign Currency Effect on Cash | 46 | 2 |
Increase in Cash and Cash Equivalents: | 2,494 | 1,319 |
Cash and Cash Equivalents — beginning of period | 11,458 | 7,883 |
Cash and Cash Equivalents — end of period | 13,952 | |
Non Cash Investing and Financing Activities: | ||
Increase in property and equipment/other long-term liabilities | 0 | 116 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for interest | 263 | 338 |
Cash paid for income taxes | $ 1,793 | $ 4,455 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Mar. 31, 2018 | |
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 biohacking 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 goals. The Company provides quality, scientifically-validated products and a financially rewarding direct sales business opportunity to preferred customers, retail customers and independent distributors. The Company sells its products in the United States, Japan, Hong Kong, Australia, Canada, Mexico, Thailand, the United Kingdom, the Netherlands and Germany. In addition, the Company sells its products in China through an e-commerce business model. 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, PhysIQ ™ , its Smart Weight Management System, and Omega+, its sustainable fish oil supplement. On March 9, 2018, pursuant to an approving vote of the Company's stockholders and its 2018 Annual Meeting of Stockholders, the Company changed its state of incorporation from the State of Colorado to the State of Delaware pursuant to a plan of conversion, dated March 9, 2018. The reincorporation was accomplished by the filing of (i) a statement of conversion with the Secretary of State of the State of Colorado, and (ii) a certificate of conversion and a certificate of incorporation with the Secretary of State of the State of Delaware. All outstanding common stock shares, options and share units of the Colorado corporation were converted into an equivalent share, option or share unit of the Delaware corporation and the par value of the Company's common stock was adjusted to $0.0001 . All directors and officers of the Colorado corporation held the same position within the Delaware corporation on the date of reincorporation. 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 March 31, 2018 , and the results of operations for the three and nine months ended March 31, 2018 and 2017 , and the cash flows for the nine months ended March 31, 2018 and 2017 . 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 | 9 Months Ended |
Mar. 31, 2018 | |
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 expense, net in the condensed consolidated statements of operations and comprehensive income. For the three months ended March 31, 2018 and 2017 , net foreign currency gains of $14,000 and $0.2 million , respectively, are recorded in other expense, net. For the nine months ended March 31, 2018 and 2017 , a net foreign currency gain of $5,000 and loss of $0.2 million , respectively, are recorded in other 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 March 2018 and were not designated for hedge accounting. For the three months ended March 31, 2018 and 2017 , a realized gain of $21,000 and a realized loss of $0.2 million , respectively, related to forward contracts, are recorded in other expense, net. For the nine months ended March 31, 2018 and 2017 , realized losses of $0.1 million and $0.1 million , respectively, related to forward contracts, are recorded in other expense, net. The Company did not hold any derivative instruments at March 31, 2018 . 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 March 31, 2018 , the Company had $7.7 million in cash accounts at one financial institution and $6.3 million in accounts at other financial institutions. As of March 31, 2018 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 March 31, 2018 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 March 31, 2018 is not necessary. No bad debt expense has been recorded for the three and nine months ended March 31, 2018 and 2017 . Inventory As of March 31, 2018 and June 30, 2017 , inventory consisted of (in thousands): March 31, June 30, Finished goods $ 9,205 $ 7,817 Raw materials 6,611 8,758 Total inventory $ 15,816 $ 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 $1.5 million and $0.9 million at March 31, 2018 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 March 31, 2018 and June 30, 2017 , the Company’s reserve balance for returns and allowances was $0.4 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 March 31, 2018 and 2017 were $0.3 million and $0.2 million , respectively. Research and development expenses for the nine months ended March 31, 2018 and 2017 were $0.8 million and $0.8 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 uses historical data for estimating the expected life of stock options. 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, updated for new corporate tax rates. 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. On December 22, 2017, the President of the United States of America signed tax reform legislation (the “2017 Act”), which includes a broad range of tax reform affecting businesses, including corporate tax rates, business deductions, and international tax regulations. Among these changes, the 2017 Act reduces the corporate tax rate from 35% to 21% effective December 31, 2017. This change in tax rate has been recognized as a discrete item for the Company during the second quarter of fiscal year 2018. Current taxes for fiscal 2018 are accounted for at a blended rate of 28% , and the Company has revalued its deferred tax assets and liabilities to the reduced rates based on the period in which those assets and liabilities are expected to reverse. The Company has incorporated the changes resulting from the 2017 Act in its tax related accounts in the year to date period ended March 31, 2018. For the nine months ended March 31, 2018 and 2017 , the Company recognized income tax expense of $2.8 million and $0.6 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. As a result of the 2017 Act, the effective tax rate increased to 50.1% for the nine months ended March 31, 2018 . The Company's deferred tax asset balances were reduced by approximately $1.2 million as a result of remeasuring them to the new reduced corporate tax rate. This remeasurement caused an increase of approximately 21.0% to the effective tax rate. The increase was partially offset due to the lower blended corporate tax rate for fiscal 2018. 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. For the three months ended March 31, 2018 and 2017 , the effects of approximately 0.5 million and 0.2 million common shares, respectively, issuable upon exercise of options and non-vested shares of restricted stock are not included in computations as their effect was anti-dilutive. For the nine months ended March 31, 2018 and 2017 , the effects of approximately 0.6 million and 0.1 million common shares, respectively, issuable upon exercise of options and non-vested shares of restricted stock 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 March 31, Nine Months Ended March 31, 2018 2017 2018 2017 Numerator: Net income $ 1,635 $ 61 $ 2,769 $ 1,524 Denominator: Basic weighted-average common shares outstanding 14,006 13,915 13,975 13,858 Effect of dilutive securities: Stock awards and options 172 190 161 264 Diluted weighted-average common shares outstanding 14,178 14,105 14,136 14,122 Net income per share, basic $ 0.12 $ 0.00 $ 0.20 $ 0.11 Net income per share, diluted $ 0.12 $ 0.00 $ 0.20 $ 0.11 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 March 31, Nine Months Ended March 31, 2018 2017 2018 2017 Americas $ 38,026 $ 34,379 $ 111,092 $ 112,127 Asia/Pacific & Europe 12,536 10,628 38,079 36,721 Total revenues $ 50,562 $ 45,007 $ 149,171 $ 148,848 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 March 31, Nine Months Ended March 31, 2018 2017 2018 2017 United States $ 35,585 $ 33,681 $ 104,514 $ 107,834 Japan $ 10,064 $ 9,141 $ 31,303 $ 29,246 As of March 31, 2018 , long-lived assets were $9.3 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 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 has substantially completed the evaluation of its control framework for revenue recognition and identified no material changes needed in response to the new guidance. The Company has also evaluated the expanded disclosure requirements under Topic 606 and has substantially completed the design and implementation of 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, this ASU requires that for all leases not considered to be short term, a company recognize both a right-of-use asset and lease liability 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. This ASU is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods. The Company is currently evaluating the impact of the ASU on the Company’s outstanding leases and expects that adoption will have an impact on its consolidated balance sheets related to recording right-of-use assets and corresponding lease liabilities. In May 2017, FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting . The ASU provides 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 this ASU. This ASU became effective for the Company beginning January 1, 2018 and will be applied to any award modified on or after January 1, 2018. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Mar. 31, 2018 | |
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 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 . 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. On May 4, 2018 , the Company entered into a loan modification agreement, which amended the March 2016 Credit Facility (“Amendment No. 1”). Amendment No. 1 revised the maturity date from March 30, 2019 to March 31, 2021 (the “Maturity Date”) and increased the fixed interest rate for the term loan from 4.93% to 5.68% . Amendment No. 1 also revised certain financial covenants. The minimum fixed charge coverage ratio (as defined in Amendment No. 1) was revised from a minimum of 1.50 to 1.00 to 1.25 to 1.00 , measured on a trailing twelve-month basis, at the end of each fiscal quarter. The minimum working capital was increased from $5.0 million to $8.0 million . The funded debt to EBITDA ratio was replaced with the total liabilities to tangible net worth ratio (as defined in Amendment No. 1) of not greater than 3.00 to 1.00 at the end of each quarter. The minimum tangible net worth measure was removed from the financial covenants. The Company’s obligations under the March 2016 Credit Facility, as amended, are secured by a security interest in substantially all of the Company’s assets. Loans outstanding under the March 2016 Credit Facility, as amended, 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, as amended, 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, as amended, also contains various financial covenants that require the Company to maintain certain consolidated working capital amounts, total liabilities to tangible net worth ratios and fixed charge coverage ratios. Additionally, the March 2016 Credit Facility, as amended, 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 amended. As of March 31, 2018 , the Company was in compliance with all applicable covenants under the March 2016 Credit Facility, as amended. The Company’s book value for the March 2016 Credit Facility, as amended, approximates the fair value. Aggregate future principal payments required in accordance with the terms of the March 2016 Credit Facility, as amended, are as follows (in thousands): Fiscal Year Ending June 30, Amount 2018 (remaining three months ending June 30, 2018) $ 500 2019 2,000 2020 2,000 2021 1,500 $ 6,000 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity During the three and nine months ended March 31, 2018 , the Company issued 0.2 million and 0.2 million shares, respectively, of restricted stock and 14,000 shares of common stock upon the exercise of warrants and options. During the three and nine months ended March 31, 2018 , 17,000 and 23,000 shares, respectively, of restricted stock were canceled or surrendered as payment of tax withholding upon vesting. On November 27, 2017, the Company announced a share repurchase program authorizing it to repurchase up to $5 million in shares of the Company's common stock. The repurchase program permits the Company to purchase shares through a variety of methods, including in the open market, through privately negotiated transactions or other means as determined by the Company's management. As part of the repurchase program, the Company may enter into a pre-arranged stock repurchase plan which will operate in accordance with guidelines specified under Rule 10b5-1 of the Securities Exchange Act. Accordingly, transactions, if any, would be completed in accordance with the terms of the stock repurchase plan, including specified price, volume and timing conditions. The authorization may be suspended or discontinued at any time and expires on November 27, 2020. During the three and nine months ended March 31, 2018 , the Company purchased 61,000 and 106,000 shares, respectively, of its common stock on the open market at an aggregate purchase price of $0.2 million and $0.5 million , respectively, under this repurchase program. At March 31, 2018, there is $4.5 million remaining under this repurchase program. The Company’s Certificate of Incorporation authorizes the issuance of preferred shares. However, as of March 31, 2018 , 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 | 9 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Long-Term Incentive Plans Equity-Settled 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 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. On February 2, 2018, the shareholders approved an amendment to the 2017 Plan to increase by 425,000 shares the number of shares of the Company's common stock that are available for issuance under the 2017 Plan. The maximum number of shares that can be issued under the 2017 Plan is not to exceed 1,550,000 shares, calculated as the sum of (i) 1,075,000 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 March 31, 2018 , a maximum of 1.5 million shares of the Company's common stock can be issued under the 2017 Plan in connection with the grant of awards. Outstanding stock options awarded under the 2017 Plan have exercise prices of $4.44 per share, and vest over a three year vesting period. 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. The contractual term of stock options granted are substantially the same as described above for the 2007 Plan and 2010 Plan. Cash-Settled Plans 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 for the Fiscal 2016 Performance Plan. 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 and nine months ended March 31, 2018 , stock-based compensation of $1.3 million and $2.3 million , respectively, was reflected as an increase to additional paid-in capital and a decrease of $0.6 million and $0.2 million , respectively, was included in other accrued expenses, all of which was employee related. For the three and nine months ended March 31, 2017 , stock-based compensation of $0.6 million and $1.7 million , respectively, was reflected as an increase to additional paid-in capital and a decrease of $12,000 and increase of $0.2 million , respectively, 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 | 9 Months Ended |
Mar. 31, 2018 | |
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 March 31, 2018 , 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 ( Smith v. LifeVantage Corp .): On January 24, 2018, a purported class action was filed in the United States District Court for the District of Connecticut, entitled Smith v. LifeVantage Corp ., Case No. 3:18-cv-a35 (D. Connecticut filed Jan. 24, 2018). In this action, plaintiff alleged that the Company, its Chief Executive Officer, its Chief Sales Officer and it's Chief Marketing Officer operated a pyramid scheme in violation of a variety of federal and state statutes, including RICO and the Connecticut Unfair Trade Practices Act (“CUTPA”). On April 16, 2018, the Company filed motions with the Court to dismiss the complaint against LifeVantage, dismiss the complaint against the Company's executives, transfer the venue of the case from the State of Connecticut to the State of Utah, and contest class certification. Plaintiff’s response is due on June 4, 2018. The Company has not established a loss contingency accrual for this lawsuit as it believes liability is not probable or estimable, and the Company plans 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. Class Action Lawsuit ( Zhang v. LifeVantage Corp.) : As previously reported, 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. 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 September 18, 2017, the Court denied lead plaintiffs’ motion for leave to amend and entered final judgment in favor of LifeVantage and the other 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 or on behalf of defendants. This case is now concluded. Derivative Action Lawsuits: Also, as previously reported, 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, alleged 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 in connection with the matters alleged in the securities 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 . 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, alleged 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 in connection with the matters alleged in the securities class action lawsuit noted above. 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, made similar allegations as the plaintiff in Hansen v. Jensen . Following and in light of the dismissal with prejudice of the securities class action lawsuit noted above, the Company requested that the plaintiffs in the shareholder derivative actions agree to dismiss their lawsuits voluntarily and without payment of any consideration by or on behalf of defendants or the Company. On October 31, 2017, the plaintiffs in In re LifeVantage Corp. Derivative Litigation stipulated to voluntary dismissal of their consolidated action without payment of any consideration by or on behalf of defendants or the Company. On November 17, 2017, the parties in Inforzato , Hansen and Baker stipulated to voluntary dismissal of those actions without payment of any consideration by or on behalf of defendants or the Company. On November 20, 2017, the Courts in In re LifeVantage Corp. Derivative Litigation and Hansen granted the stipulated motions to dismiss, and on December 12, 2017, the Court in Baker granted the stipulated motion to dismiss.On November 27, 2017, the Court in Inforzato ordered, pursuant to Rule 23.1(c) of the Federal Rules of Civil Procedure, that the parties give notice to shareholders of the voluntary dismissal without prejudice of the Inforzato action before the Inforzato action could be dismissed, which the Company provided on January 8, 2018. On April 5, 2018, the last remaining derivative lawsuit, the Inforzato action, was dismissed without prejudice. 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 | 9 Months Ended |
Mar. 31, 2018 | |
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 shareholder of the Company. During the nine months ended March 31, 2018 , the Company paid $3.8 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. Under the terms of this partnership, the Company paid to Real Salt Lake $1.2 million during the nine months ended March 31, 2017 and a total of $2.2 million during fiscal year 2017 . During fiscal 2017, Dinng, a brand and digital brand studio, provided branding and marketing services to the Company. In June 2017, the Company completed an acquisition of the assets of Dinng. The Company's Chief Marketing Officer, Ryan Goodwin, was the Founder, President and Creative Director of Dinng. During the nine months ended March 31, 2018 , no payments were made by the Company to Dinng. During the nine months ended March 31, 2017 , the Company paid $0.3 million to Dinng for services provided. During the nine months ended March 31, 2018 , the Company paid $2.1 million to Gig Economy Group ("GEG") for outsourced software application development services to the Company pursuant to an agreement entered into between the Company and GEG. During the nine months ended March 31, 2017 , the Company paid $0.1 million to GEG for services provided. David Toole, who served as a member of the Company's board of directors until February 2, 2018, is a majority owner and an officer of GEG. During the nine months ended March 31, 2017 , Outhink Inc., a digital media and application development company, provided consulting services to the Company pursuant to an agreement for services dated October 20, 2016 between the Company and Outhink Inc. in the amount of $0.1 million . During the nine months ended March 31, 2018 , no payments to Outhink Inc. were made by the Company. David Toole, who served as a member of the Company's board of directors until February 2, 2018, is a majority owner and serves as the Chief Executive Officer of Outhink Inc. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On May 4, 2018, the Company entered into a loan modification agreement, which amended the March 2016 Credit Facility. See Note 3 for a discussion on the terms of the amendment. |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2018 | |
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 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 March 2018 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 March 31, 2018 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 March 31, 2018 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 uses historical data for estimating the expected life of stock options. 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, updated for new corporate tax rates. 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. On December 22, 2017, the President of the United States of America signed tax reform legislation (the “2017 Act”), which includes a broad range of tax reform affecting businesses, including corporate tax rates, business deductions, and international tax regulations. Among these changes, the 2017 Act reduces the corporate tax rate from 35% to 21% effective December 31, 2017. This change in tax rate has been recognized as a discrete item for the Company during the second quarter of fiscal year 2018. Current taxes for fiscal 2018 are accounted for at a blended rate of 28% , and the Company has revalued its deferred tax assets and liabilities to the reduced rates based on the period in which those assets and liabilities are expected to reverse. The Company has incorporated the changes resulting from the 2017 Act in its tax related accounts in the year to date period ended March 31, 2018. |
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 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 has substantially completed the evaluation of its control framework for revenue recognition and identified no material changes needed in response to the new guidance. The Company has also evaluated the expanded disclosure requirements under Topic 606 and has substantially completed the design and implementation of 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, this ASU requires that for all leases not considered to be short term, a company recognize both a right-of-use asset and lease liability 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. This ASU is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods. The Company is currently evaluating the impact of the ASU on the Company’s outstanding leases and expects that adoption will have an impact on its consolidated balance sheets related to recording right-of-use assets and corresponding lease liabilities. In May 2017, FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting . The ASU provides 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 this ASU. This ASU became effective for the Company beginning January 1, 2018 and will be applied to any award modified on or after January 1, 2018. |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Components of Inventory | As of March 31, 2018 and June 30, 2017 , inventory consisted of (in thousands): March 31, June 30, Finished goods $ 9,205 $ 7,817 Raw materials 6,611 8,758 Total inventory $ 15,816 $ 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 March 31, Nine Months Ended March 31, 2018 2017 2018 2017 Numerator: Net income $ 1,635 $ 61 $ 2,769 $ 1,524 Denominator: Basic weighted-average common shares outstanding 14,006 13,915 13,975 13,858 Effect of dilutive securities: Stock awards and options 172 190 161 264 Diluted weighted-average common shares outstanding 14,178 14,105 14,136 14,122 Net income per share, basic $ 0.12 $ 0.00 $ 0.20 $ 0.11 Net income per share, diluted $ 0.12 $ 0.00 $ 0.20 $ 0.11 |
Revenues by Geographic Area | Revenues by geographic region are as follows (in thousands): Three Months Ended March 31, Nine Months Ended March 31, 2018 2017 2018 2017 Americas $ 38,026 $ 34,379 $ 111,092 $ 112,127 Asia/Pacific & Europe 12,536 10,628 38,079 36,721 Total revenues $ 50,562 $ 45,007 $ 149,171 $ 148,848 |
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 March 31, Nine Months Ended March 31, 2018 2017 2018 2017 United States $ 35,585 $ 33,681 $ 104,514 $ 107,834 Japan $ 10,064 $ 9,141 $ 31,303 $ 29,246 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
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, as amended, are as follows (in thousands): Fiscal Year Ending June 30, Amount 2018 (remaining three months ending June 30, 2018) $ 500 2019 2,000 2020 2,000 2021 1,500 $ 6,000 |
Organization and Basis of Pre18
Organization and Basis of Presentation (Details) - $ / shares | Mar. 31, 2018 | Mar. 09, 2018 | Jun. 30, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Preferred stock, par value (USD per share) | $ 0.0001 | $ 0.0001 | $ 0.001 |
Summary of Significant Accoun19
Summary of Significant Accounting Policies - Narrative (Details) shares in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2018USD ($)shares | Mar. 31, 2017USD ($)shares | Mar. 31, 2018USD ($)Segmentshares | Mar. 31, 2017USD ($)shares | Jun. 30, 2018 | Jun. 30, 2017USD ($) | |
Summary Of Significant Accounting Policies | ||||||
Foreign currency transaction gain (loss), realized | $ 14,000 | $ 200,000 | $ 5,000 | $ (200,000) | ||
Derivative instruments, gain (loss) realized in income, net | 21,000 | (200,000) | (100,000) | (100,000) | ||
Bad debt expenses | 0 | 0 | 0 | 0 | ||
Inventory valuation reserves | $ 1,500,000 | $ 1,500,000 | $ 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% | 30.00% | ||||
Percent of restocking fee | 10.00% | 10.00% | ||||
Reserve for sales returns | $ 400,000 | $ 400,000 | 400,000 | |||
Research and development | 300,000 | 200,000 | 800,000 | 800,000 | ||
Income tax expenses | $ 598,000 | $ (1,000) | $ 2,777,000 | $ 626,000 | ||
Effective tax rate | 50.10% | |||||
Deferred tax asset reduction | $ 1,200,000 | |||||
Increase in effective tax rate | 21.00% | |||||
Antidilutive securities excluded from EPS calculation (in shares) | shares | 0.5 | 0.2 | 0.6 | 0.1 | ||
Number of operating segments | Segment | 1 | |||||
Number of geographic segments | Segment | 2 | |||||
United States | ||||||
Summary Of Significant Accounting Policies | ||||||
Long-lived assets | $ 9,300,000 | $ 9,300,000 | 6,200,000 | |||
Japan | ||||||
Summary Of Significant Accounting Policies | ||||||
Long-lived assets | $ 900,000 | 900,000 | $ 900,000 | |||
Cash accounts held primarily at One Financial Institution | ||||||
Summary Of Significant Accounting Policies | ||||||
Concentration of credit risk | 7,700,000 | |||||
Cash held primarily at Other Financial Institutions | ||||||
Summary Of Significant Accounting Policies | ||||||
Concentration of credit risk | $ 6,300,000 | |||||
Forecast | ||||||
Summary Of Significant Accounting Policies | ||||||
Statutory tax blended rate | 28.00% |
Summary of Significant Accoun20
Summary of Significant Accounting Policies - Components of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Jun. 30, 2017 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 9,205 | $ 7,817 |
Raw materials | 6,611 | 8,758 |
Total inventory | $ 15,816 | $ 16,575 |
Summary of Significant Accoun21
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 | 9 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Numerator: | ||||
Net income | $ 1,635 | $ 61 | $ 2,769 | $ 1,524 |
Weighted-average shares outstanding: | ||||
Basic weighted-average common shares outstanding (in shares) | 14,006 | 13,915 | 13,975 | 13,858 |
Effect of dilutive securities: | ||||
Stock awards and options (in shares) | 172 | 190 | 161 | 264 |
Diluted weighted-average common shares outstanding (in shares) | 14,178 | 14,105 | 14,136 | 14,122 |
Net income per share, basic (USD per share) | $ 0.12 | $ 0 | $ 0.20 | $ 0.11 |
Net income per share, diluted (USD per share) | $ 0.12 | $ 0 | $ 0.20 | $ 0.11 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies - Revenue by Geographic Regions and Significant Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Segment Reporting Information | ||||
Total revenues | $ 50,562 | $ 45,007 | $ 149,171 | $ 148,848 |
Americas | ||||
Segment Reporting Information | ||||
Total revenues | 38,026 | 34,379 | 111,092 | 112,127 |
Asia/Pacific & Europe | ||||
Segment Reporting Information | ||||
Total revenues | 12,536 | 10,628 | 38,079 | 36,721 |
United States | ||||
Segment Reporting Information | ||||
Total revenues | 35,585 | 33,681 | 104,514 | 107,834 |
Japan | ||||
Segment Reporting Information | ||||
Total revenues | $ 10,064 | $ 9,141 | $ 31,303 | $ 29,246 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) | 3 Months Ended | ||
Jun. 30, 2016USD ($) | May 04, 2018USD ($) | 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% | ||
Debt instrument, covenant, fixed charge coverage ratio | 1.50 | ||
Debt instrument, covenant, required minimum working capital | $ 5,000,000 | ||
March 2016 Revolving Loan | Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Maximum capacity on draw | $ 2,000,000 | ||
Subsequent Event | March 2016 Term Loan | Secured Debt | |||
Line of Credit Facility [Line Items] | |||
Fixed rate interest on debt | 5.68% | ||
Debt instrument, covenant, fixed charge coverage ratio | 1.25 | ||
Debt instrument, covenant, required minimum working capital | $ 8,000,000 | ||
Debt instrument, covenant, total liabilities to tangible net worth ratio | 3 |
Long-Term Debt - Future Princip
Long-Term Debt - Future Principal Payments (Details) $ in Thousands | Mar. 31, 2018USD ($) |
Debt Disclosure [Abstract] | |
2018 (remaining three months ending June 30, 2018) | $ 500 |
2,019 | 2,000 |
2,020 | 2,000 |
2,021 | 1,500 |
Long-term debt, gross | $ 6,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Nov. 27, 2017 | |
Class of Stock [Line Items] | ||||
Issuance of shares related to restricted stock (in shares) | 200,000 | 200,000 | ||
Stock repurchase program authorized amount | $ 5,000,000 | |||
Stock repurchase program shares repurchased (in shares) | 61,000 | 106,000 | ||
Shares repurchased amount | $ 200,000 | $ 500,000 | $ 0 | |
Remaining authorized repurchase amount | $ 4,500,000 | $ 4,500,000 | ||
Common Stock | ||||
Class of Stock [Line Items] | ||||
Issuance of shares related to common stock (in shares) | 14,000 | 14,000 | ||
Shares canceled or surrendered as payment of tax withholding (in shares) | 17,000 | 23,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) $ / shares in Units, $ in Thousands | Feb. 02, 2018shares | Jan. 01, 2017 | Jan. 04, 2016 | Mar. 31, 2018USD ($)Vesting_Installlment$ / sharesshares | Mar. 31, 2017USD ($) | Mar. 31, 2018USD ($)Vesting_Installlment$ / sharesshares | Mar. 31, 2017USD ($) | Nov. 21, 2006shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock based compensation reflect in additional paid in capital | $ | $ 1,300 | $ 600 | $ 2,300 | $ 1,700 | ||||
Stock-based compensation awards included in other accrued expenses | $ | $ (600) | $ (12) | $ (200) | $ 200 | ||||
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 | 475,000 | 1,120,000 | 1,120,000 | |||||
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 | 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 | 3 | ||||||
2017 Long-Term Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares authorized (in shares) | shares | 1,550,000 | 1,500,000 | 1,500,000 | |||||
Share based payment award, vesting period | 3 years | |||||||
Number of additional shares authorized (in shares) | shares | 425,000 | |||||||
Right to purchase common stock, non-vested and outstanding, exercise price (USD per share) | $ / shares | $ 4.44 | $ 4.44 | ||||||
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 | 1,075,000 | |||||||
Company's Total Stockholder Return | 2010 Long-Term Incentive Plan | Performance Shares | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting rights percentage | 50.00% | |||||||
Companys' TSR Relative to Vanguard Russell 2000 Exchange TSR | 2010 Long-Term Incentive Plan | Performance Shares | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting rights percentage | 50.00% |
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 ($) | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Jun. 30, 2017 | |
Real Salt Lake | Partnership Terms | |||
Related Party Transaction [Line Items] | |||
Related party transaction, amounts of transaction | $ 3,800,000 | $ 1,200,000 | $ 2,200,000 |
Dinng | Branding And Marketing Services | |||
Related Party Transaction [Line Items] | |||
Related party transaction, amounts of transaction | 0 | 300,000 | |
Gig Economy Group | Software Development | |||
Related Party Transaction [Line Items] | |||
Related party transaction, amounts of transaction | 2,100,000 | 100,000 | |
Outhink Inc | Consulting Services | |||
Related Party Transaction [Line Items] | |||
Related party transaction, amounts of transaction | $ 0 | $ 100,000 |