Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2018 | Aug. 10, 2018 | Dec. 31, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Lifevantage Corp | ||
Entity Central Index Key | 849,146 | ||
Document Type | 10-K | ||
Document Period End Date | Jun. 30, 2018 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 67.6 | ||
Entity Common Stock, Shares Outstanding | 14,088,430 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Current assets | ||
Cash and cash equivalents | $ 16,652 | $ 11,458 |
Accounts receivable | 2,067 | 1,334 |
Income tax receivable | 451 | 913 |
Inventory, net | 13,627 | 16,575 |
Prepaid expenses and deposits | 6,141 | 5,266 |
Total current assets | 38,938 | 35,546 |
Long-term assets | ||
Property and equipment, net | 6,587 | 3,127 |
Intangible assets, net | 1,115 | 1,247 |
Long-term deferred income tax asset | 3,255 | 4,087 |
Other long-term assets | 1,247 | 1,242 |
TOTAL ASSETS | 51,142 | 45,249 |
Current liabilities | ||
Accounts payable | 3,813 | 4,850 |
Commissions payable | 7,546 | 6,837 |
Income tax payable | 39 | 215 |
Other accrued expenses | 10,407 | 9,453 |
Current portion of long-term debt | 2,000 | 2,000 |
Total current liabilities | 23,805 | 23,355 |
Long-term debt | ||
Principal amount | 3,500 | 5,500 |
Less: unamortized discount and deferred offering costs | (88) | (60) |
Long-term debt, net of unamortized discount and deferred offering costs | 3,412 | 5,440 |
Other long-term liabilities | 1,978 | 1,927 |
Total liabilities | 29,195 | 30,722 |
Commitments and contingencies — Note 11 | ||
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 14,073 and 14,232 issued and outstanding as of June 30, 2018 and 2017, respectively | 1 | 14 |
Additional paid-in capital | 124,663 | 121,599 |
Accumulated deficit | (102,731) | (106,992) |
Accumulated other comprehensive income (loss) | 14 | (94) |
Total stockholders’ equity | 21,947 | 14,527 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 51,142 | $ 45,249 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2018 | Jun. 30, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (dollars 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 (dollars per share) | $ 0.0001 | $ 0.001 |
Common stock, shares authorized (in shares) | 40,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 14,073,000 | 14,232,000 |
Common stock, shares outstanding (in shares) | 14,073,000 | 14,232,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | |||
Revenue, net | $ 203,204 | $ 199,489 | $ 206,540 |
Cost of sales | 34,848 | 33,456 | 33,932 |
Gross profit | 168,356 | 166,033 | 172,608 |
Operating expenses: | |||
Commissions and incentives | 98,193 | 96,662 | 103,120 |
Selling, general and administrative | 59,840 | 64,922 | 56,074 |
Total operating expenses | 158,033 | 161,584 | 159,194 |
Operating income | 10,323 | 4,449 | 13,414 |
Other expense: | |||
Interest expense | (456) | (570) | (3,321) |
Other expense, net | (319) | (969) | (1,409) |
Total other expense | (775) | (1,539) | (4,730) |
Income before income taxes | 9,548 | 2,910 | 8,684 |
Income tax expense | (3,787) | (1,302) | (2,578) |
Net income | $ 5,761 | $ 1,608 | $ 6,106 |
Net income per share: | |||
Basic (dollars per share) | $ 0.41 | $ 0.12 | $ 0.44 |
Diluted (dollars per share) | $ 0.41 | $ 0.11 | $ 0.42 |
Weighted-average shares outstanding: | |||
Basic (in shares) | 13,992 | 13,881 | 13,730 |
Diluted (in shares) | 14,136 | 14,118 | 14,531 |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustment | $ 108 | $ (87) | $ 244 |
Other comprehensive income (loss), net of tax: | 108 | (87) | 244 |
Comprehensive income | $ 5,869 | $ 1,521 | $ 6,350 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Beginning balances, shares at Jun. 30, 2015 | 13,958,000 | ||||
Beginning balances at Jun. 30, 2015 | $ 1,806 | $ 14 | $ 116,749 | $ (114,706) | $ (251) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation | 1,966 | 1,966 | |||
Exercise of options and warrants, shares | 52,000 | ||||
Exercise of options and warrants | 527 | 527 | |||
Issuance of shares related to restricted stock, shares | 76,000 | ||||
Issuance of shares related to restricted stock | 0 | ||||
Shares canceled or surrendered as payment of tax withholding, shares | (58,000) | ||||
Currency translation adjustment | 244 | 244 | |||
Net income | 6,106 | 6,106 | |||
Ending balances, shares at Jun. 30, 2016 | 14,028,000 | ||||
Ending balances at Jun. 30, 2016 | 10,649 | $ 14 | 119,242 | (108,600) | (7) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation | 2,315 | 2,315 | |||
Exercise of options and warrants, shares | 76,000 | ||||
Exercise of options and warrants | 42 | 42 | |||
Issuance of shares related to restricted stock, shares | 166,000 | ||||
Issuance of shares related to restricted stock | 0 | ||||
Shares canceled or surrendered as payment of tax withholding, shares | (38,000) | ||||
Currency translation adjustment | (87) | (87) | |||
Net income | 1,608 | 1,608 | |||
Ending balances, shares at Jun. 30, 2017 | 14,232,000 | ||||
Ending balances at Jun. 30, 2017 | 14,527 | $ 14 | 121,599 | (106,992) | (94) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation | 2,990 | 2,990 | |||
Exercise of options and warrants, shares | 21,000 | ||||
Exercise of options and warrants | 61 | 61 | |||
Issuance of shares related to restricted stock, shares | 190,000 | ||||
Issuance of shares related to restricted stock | $ 0 | ||||
Shares canceled or surrendered as payment of tax withholding, shares | (66,000) | ||||
Repurchase of company stock, shares | (300,000) | (304,000) | |||
Repurchase of company stock | $ (1,500) | (1,500) | |||
Change in par value of common stock | 0 | $ (13) | 13 | ||
Currency translation adjustment | 108 | 108 | |||
Net income | 5,761 | 5,761 | |||
Ending balances, shares at Jun. 30, 2018 | 14,073,000 | ||||
Ending balances at Jun. 30, 2018 | $ 21,947 | $ 1 | $ 124,663 | $ (102,731) | $ 14 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) shares in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Cash Flows from Operating Activities: | |||
Net income | $ 5,761,000 | $ 1,608,000 | $ 6,106,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 1,325,000 | 1,643,000 | 1,895,000 |
Loss on disposal of fixed assets | 0 | 0 | 1,186,000 |
Stock-based compensation | 3,196,000 | 2,647,000 | 2,621,000 |
Amortization of deferred financing fees | 11,000 | 12,000 | 232,000 |
Amortization of debt discount | 21,000 | 19,000 | 183,000 |
Write-off of capitalized debt transaction costs pursuant to debt refinance | 0 | 0 | 1,544,000 |
Write-off of intangible assets | 0 | 350,000 | 0 |
Deferred income tax | 831,000 | (740,000) | (2,118,000) |
Changes in operating assets and liabilities: | |||
Accounts receivable | (730,000) | 160,000 | (409,000) |
Income tax receivable | 462,000 | (912,000) | 2,179,000 |
Inventory, net | 2,953,000 | 8,309,000 | (15,650,000) |
Prepaid expenses and deposits | (993,000) | 3,318,000 | (356,000) |
Other long-term assets | 109,000 | 103,000 | 258,000 |
Accounts payable | (1,024,000) | (6,210,000) | 3,673,000 |
Income tax payable | (175,000) | (3,132,000) | 1,481,000 |
Other accrued expenses | 1,935,000 | 135,000 | 2,243,000 |
Other long-term liabilities | (426,000) | (713,000) | 968,000 |
Net Cash Provided by Operating Activities | 13,256,000 | 6,597,000 | 6,036,000 |
Cash Flows from Investing Activities: | |||
Purchase of equipment | (4,649,000) | (1,055,000) | (562,000) |
Net Cash Used in Investing Activities | (4,649,000) | (1,055,000) | (562,000) |
Cash Flows from Financing Activities: | |||
Proceeds from term loan | 0 | 0 | 10,000,000 |
Payment of deferred financing fees | (60,000) | 0 | (99,000) |
Excess tax benefits from stock-based compensation | 0 | 0 | 266,000 |
Repurchase of company stock | (1,500,000) | 0 | 0 |
Payment on term loan | (2,000,000) | (2,000,000) | (22,125,000) |
Exercise of options and warrants | 61,000 | 42,000 | 261,000 |
Net Cash Used in Financing Activities | (3,499,000) | (1,958,000) | (11,697,000) |
Foreign Currency Effect on cash | 86,000 | (9,000) | 201,000 |
Increase (decrease) in cash and cash equivalents | 5,194,000 | 3,575,000 | (6,022,000) |
Cash and Cash Equivalents — beginning of period | 11,458,000 | 7,883,000 | 13,905,000 |
Cash and Cash Equivalents — end of period | 16,652,000 | 11,458,000 | 7,883,000 |
Non Cash Investing and Financing Activities: | |||
Increase in property and equipment/other long-term liabilities | 0 | 116,000 | 0 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |||
Cash paid for interest | 345,000 | 438,000 | 1,342,000 |
Cash paid for income taxes | $ 2,865,000 | $ 5,496,000 | $ 1,368,000 |
Common stock shares issued upon cashless warrant exercises | 0 | 53 | 6 |
Total cashless exercise price of warrants | $ 0 | $ 88,000 | $ 9,000 |
Gross warrants underlying cashless exercises | 0 | 63 | 6 |
The Company
The Company | 12 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | The Company LifeVantage Corporation (the "Company") 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 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, Germany and Taiwan. The Company also sells its products in a number of countries to customers for personal consumption only. In addition, the Company sells its products in China through our 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. The Company was incorporated in Colorado in June 1988 under the name Andraplex Corporation. The Company changed its corporate name to Yaak River Resources, Inc. in January 1992, and subsequently changed it again in October 2004 to Lifeline Therapeutics, Inc. In October 2004 and March 2005, the Company acquired all of the outstanding common stock of Lifeline Nutraceuticals Corporation. In November 2006, the Company changed its name to LifeVantage Corporation. On March 9, 2018 , following approval by 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. All outstanding shares of common stock, 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation. Certain other prior period balances have also been reclassified to conform to the current period presentation. Use of Estimates The Company prepares the 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, transfer pricing methodology and positions, share-based compensation, and loss contingencies. During the fiscal year ended June 30, 2018 the Company made updates to its transfer pricing methodology and related estimates which resulted in adjustments made to certain previously accrued liabilities. 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 consolidated balance sheets and as a component of comprehensive income. Transaction gains and losses are included in other expense, net in the consolidated statements of operations and comprehensive income. Fair Value of Financial Instruments Accounting guidance on fair value measurements and disclosures requires disclosures about the fair value for all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about fair value of financial instruments are based on pertinent information available to management as of June 30, 2018 and 2017 . Accordingly, the estimates presented in these consolidated financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. Management has estimated the fair values of cash and cash equivalents, accounts receivable, accounts payable, commissions payable and other accrued expenses to approximate their respective carrying values reported in these consolidated financial statements because of their short maturities. Cash and Cash Equivalents The Company considers only its monetary liquid assets with original maturities of three months or less to be cash and cash equivalents. Accounts Receivable The Company’s accounts receivable for the fiscal years ended June 30, 2018 and 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 June 30, 2018 or 2017 is not necessary. No bad debt expense was recorded for the fiscal years ended June 30, 2018 , 2017 and 2016 . Inventory As of June 30, 2018 and 2017 , inventory consisted of (in thousands): June 30, 2018 2017 Finished goods $ 7,859 $ 7,817 Raw materials 5,768 8,758 Total inventory $ 13,627 $ 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 $1.4 million and $0.9 million at June 30, 2018 and 2017 , respectively, related to obsolete and slow-moving inventory. Property and Equipment Property and equipment are recorded at cost and depreciated using the straight-line method over the following useful lives: Years Equipment (includes computer hardware and software) 3 Furniture and fixtures 5 Vehicles 5 Leasehold improvements are depreciated over the shorter of estimated useful life of the related asset or the lease term. The cost of normal maintenance and repairs is charged to expense as incurred. When an asset is sold or otherwise disposed of, the cost and associated accumulated depreciation are removed from the accounts and the resulting gain or loss is recognized in the consolidated statements of operations and comprehensive income in other expense, net. Significant expenditures that increase the useful life of an asset are capitalized and depreciated over the estimated useful life of the asset. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. An impairment loss is recognized if the carrying amount of the asset exceeds its fair value. During the fiscal years ended June 30, 2018 and 2017 , there were no losses on disposal of assets. During the fiscal year ended June 30, 2016 , the Company recognized a loss on disposal of $1.2 million related to the write-off of previously capitalized software development costs incurred. Intangible Assets Intangible assets are stated at cost less accumulated amortization. Definite-lived intangible assets are amortized over their related useful lives, using a straight-line method, consistent with the underlying expected future cash flows related to the specific intangible asset. Definite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances exist that indicate the carrying amount of an asset may not be recoverable. When indicators of impairment exist, an estimate of undiscounted net cash flows is used in measuring whether the carrying amount of the asset or related asset group is recoverable. Measurement of the amount of impairment, if any, is based upon the difference between the asset’s carrying value and estimated fair value. Indefinite-lived intangible assets are not amortized; however, they are tested at least annually for impairment or more frequently if events or changes in circumstances exist that may indicate impairment. An impairment loss is recognized if the carrying amount of the asset exceeds its fair value. Annual impairment tests were completed for the fiscal year ended June 30, 2018 resulting in no impairment charges. During the fiscal year ended June 30, 2017 , the Company recognized a loss of $0.4 million upon write-off of previously capitalized indefinite-lived intangible assets. Impairment of Long-Lived Assets Pursuant to guidance established for impairment or disposal of assets, the Company assesses impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. When an assessment for impairment of long-lived assets, long-lived assets to be disposed of, and certain identifiable intangibles related to those assets is performed, the Company is required to compare the net carrying value of long-lived assets on the lowest level at which cash flows can be determined on a consistent basis to the related estimates of future undiscounted net cash flows for such assets. If the net carrying value exceeds the net cash flows, then an impairment is recognized to reduce the carrying value to the estimated fair value, generally equal to the future discounted net cash flow. Except as noted above, for the fiscal years ended June 30, 2018 and 2017 , management has concluded that there are no indications of impairment. 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 cash equivalents. At June 30, 2018 , the Company had $11.4 million in cash accounts at one financial institution and $5.3 million in other financial institutions. As of June 30, 2018 and 2017 , and during the years then ended, the Company’s cash balances exceeded federally insured limits. 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 June 30, 2018 and 2017 , the Company’s reserve balance for returns and allowances was $0.4 million and $0.4 million , respectively. Commissions and Incentives Commissions and incentives expenses are the Company’s most significant expenses and are classified as operating expenses. Commissions and incentives expenses include sales commissions paid to the Company's independent distributors, special incentives, costs for incentive trips and other rewards. Commissions and incentives expenses do not include any amounts the Company pays to its independent distributors for personal purchases. Commissions paid to independent distributors on personal purchases are considered a sales discount and are reported as a reduction to net revenue. 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 all 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 fiscal years ended June 30, 2018 , 2017 and 2016 were $1.2 million , $1.1 million and $1.0 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. The Company estimates forfeitures based on historical information and other management assumptions. 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. Reverse Stock Split In October 2015, following approval of the Company's shareholders, the Company's board of directors approved the filing of an amendment to the Company's amended and restated articles of incorporation to effectuate a reverse split of the issued and outstanding shares of the Company's common stock on a one-for-seven basis. The reverse stock split was effective on October 19, 2015 . The par value and authorized number of shares of common stock were not adjusted as a result of the reverse split. All fractional shares resulting from the reverse stock split were rounded up. All issued and outstanding common stock and per share amounts contained within the Company's consolidated financial statements and footnotes have been retroactively adjusted to reflect this reverse stock split for all periods presented. 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. On December 22, 2017, the President of the United States of America signed tax reform legislation (the “2017 Tax 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 Tax Act reduces the corporate tax rate from 35% to 21% effective December 31, 2017. 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 all other changes resulting from the 2017 Tax Act in its tax related accounts for the fiscal year ended June 30, 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 fiscal years ended June 30, 2018 and 2017 , the effects of approximately 0.4 million and 0.2 million common shares, respectively, issuable upon exercise of options and non-vested shares of restricted stock, are not included in the 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): Years ended June 30, 2018 2017 2016 Numerator: Net income $ 5,761 $ 1,608 $ 6,106 Denominator: Basic weighted-average common shares outstanding 13,992 13,881 13,730 Effect of dilutive securities: Stock awards and options 144 237 735 Warrants — — 66 Diluted weighted-average common shares outstanding 14,136 14,118 14,531 Net income per share, basic $ 0.41 $ 0.12 $ 0.44 Net income per share, diluted $ 0.41 $ 0.11 $ 0.42 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 area are as follows (in thousands): Years ended June 30, 2018 2017 2016 Americas $ 151,609 $ 150,841 $ 158,291 Asia/Pacific & Europe 51,595 48,648 48,249 Total revenues $ 203,204 $ 199,489 $ 206,540 Additional information as to the Company’s revenue from operations in the most significant geographical areas is set forth below (in thousands): Years ended June 30, 2018 2017 2016 United States $ 142,452 $ 144,842 $ 152,830 Japan $ 41,843 $ 39,390 $ 36,343 As of June 30, 2018 , long-lived assets were $9.8 million in the U.S. and $0.9 million in Japan. As of June 30, 2017 , long-lived assets were $6.2 million in the U.S. and $0.9 million in Japan. Major Products The Company's revenues are largely attributed to two product lines, Protandim ® and TrueScience ® , which each accounted for more than 10% of total revenues for each of the fiscal years ended June 30, 2018 , 2017 and 2016 . On a combined basis, these products represent approximately 76.6% , 77.9% and 77.9% of the Company's worldwide gross revenues for the fiscal years ended June 30, 2018 , 2017 and 2016 , respectively. The following table shows revenues by major product line for the fiscal years ended June 30, 2018 , 2017 and 2016 . Years ended June 30, 2018 2017 2016 Protandim ® product line $ 133,923 65.9 % $ 130,873 65.6 % $ 128,019 62.0 % TrueScience ® product line 21,665 10.7 % 24,440 12.3 % 32,914 15.9 % Other 47,616 23.4 % 44,176 22.1 % 45,607 22.1 % Total $ 203,204 100.0 % $ 199,489 100.0 % $ 206,540 100.0 % 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. During its evaluation, the Company reviewed its loyalty points program and, based on the new guidance, will change the method of accounting from a cost provision method to a deferred revenue method. 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 will become effective for the Company beginning July 1, 2018 and will be applied to any award modified on or after that date. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consist of (in thousands): June 30, 2018 2017 Equipment (includes computer hardware and software) $ 10,504 $ 7,420 Furniture and fixtures 1,592 1,536 Leasehold improvements 3,761 3,421 Vehicles 51 51 Accumulated depreciation (9,321 ) (9,301 ) Total property and equipment, net $ 6,587 $ 3,127 Depreciation expense totaled $1.2 million , $1.5 million and $1.8 million for the fiscal years ended June 30, 2018 , 2017 and 2016 , respectively. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Intangible Assets, Net Intangible assets, net consist of (in thousands): June 30, 2018 2017 Patent costs $ 2,330 $ 2,330 Accumulated amortization (1,460 ) (1,328 ) Total definite-lived intangible assets, net 870 1,002 Trademarks and other indefinite-lived intangible assets 245 245 Total intangible assets, net $ 1,115 $ 1,247 Amortization expense totaled $0.1 million , $0.1 million and $0.1 million for the fiscal years ended June 30, 2018 , 2017 and 2016 , respectively. As of June 30, 2018 , the remaining weighted-average amortization period for definite-lived intangible assets was 6.75 years. Annual estimated amortization expense is expected to approximate $0.1 million for each of the five succeeding fiscal years. |
Other Accrued Expenses
Other Accrued Expenses | 12 Months Ended |
Jun. 30, 2018 | |
Payables and Accruals [Abstract] | |
Other Accrued Expenses | Other Accrued Expenses Other accrued expenses consist of (in thousands): June 30, 2018 2017 Accrued incentive compensation $ 2,868 $ 1,151 Accrued other expenses 2,087 2,853 Other taxes payable 1,884 1,517 Accrued incentives and promotions to distributors 1,366 988 Deferred revenue 1,107 1,743 Accrued payroll and other employee expenses 1,095 1,201 Total other accrued expenses $ 10,407 $ 9,453 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt On March 30, 2016 , the Company entered into a loan agreement (the "2016 Loan Agreement") to refinance its outstanding debt. In connection with the 2016 Loan Agreement and on the same date, the Company entered into a security agreement (the "2016 Security Agreement"). The 2016 Loan Agreement provides for a term loan in an aggregate principal amount of $10.0 million (the "2016 Term Loan") and a revolving loan facility in an aggregate principal amount not to exceed $2.0 million (the "2016 Revolving Loan," and collectively with the 2016 Term Loan, the 2016 Loan Agreement and the 2016 Security Agreement, the "2016 Credit Facility"). The principal amount of the 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 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 2016 Credit Facility (“Amendment No. 1”). Amendment No. 1 revised the maturity date from March 30, 2019 to March 31, 2021 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 2016 Credit Facility, as amended, are secured by a security interest in substantially all of the Company’s assets. Loans outstanding under the 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 2016 Revolving Loan, as amended, exceeds $2.0 million , the Company must prepay an amount equal to such excess. Any principal amount of the 2016 Term Loan, as amended, which is prepaid or repaid may not be re-borrowed. The 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 2016 Credit Facility, as amended, also contains various financial covenants that require the Company to maintain a certain consolidated working capital amounts, total liabilities to tangible net worth ratios and fixed charge coverage ratios. Additionally, the 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 2016 Credit Facility. As of June 30, 2018 , the Company was in compliance with all applicable covenants under the 2016 Credit Facility, as amended. The Company’s book value for the 2016 Credit Facility, as amended, approximates the fair value. Aggregate future principal payments required in accordance with the terms of the 2016 Credit Facility, as amended, are as follows (in thousands): Year ending June 30, Amount 2019 $ 2,000 2020 2,000 2021 1,500 $ 5,500 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity During the fiscal years ended June 30, 2018 , 2017 and 2016 , the Company issued 21,000 , 0.1 million and 0.1 million shares, respectively, of common stock as a result of the exercise of options and warrants. During the fiscal years ended June 30, 2018 , 2017 and 2016 , the Company issued 0.2 million , 0.2 million and 0.1 million shares, respectively, of restricted stock. During the fiscal years ended June 30, 2018 , 2017 and 2016 , 0.1 million , 38,000 and 0.1 million 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 of 1934, as amended. 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 year ended June 30, 2018 , the Company purchased 0.3 million shares of its common stock on the open market at an aggregate purchase price of $1.5 million under this repurchase program. At June 30, 2018 , there is $3.5 million remaining under this repurchase program. The Company’s Articles of Incorporation authorize the issuance of preferred shares. However, as of June 30, 2018 , none have been issued nor have any rights or preferences been assigned to the preferred shares by the Company’s Board of Directors. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Share-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 certain 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. As of June 30, 2018 , there were stock option awards outstanding, net of awards expired, for the purchase in aggregate of 0.2 million shares of the Company’s common stock. 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 1.5 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 the shares subject to the award are added back to the 2010 Plan upon expiration of the award. The contractual term of stock options granted is generally ten years. As of June 30, 2018 , there were stock option awards outstanding, net of awards expired, for an aggregate of 0.1 million shares of the Company’s common stock. 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 June 30, 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. As of June 30, 2018 , there were stock option awards outstanding, net of awards expired, for an aggregate of 0.5 million shares of the Company’s common stock. Cash-Settled Plans Performance Units 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. Phantom Units During the fiscal year ended June 30, 2018, the Company awarded phantom units to its executive officers and senior management. The vesting date for the phantom units is December 31, 2018, at which time the units will be settled in cash equal to (i) the number of vested units multiplied by (ii) the positive difference (if any) between the value at December 31, 2018 and $4.76 , the closing price of the Company's common stock on the start date. The start date is December 29, 2017, the last business day of calendar year 2017. The fair value of these awards is based on the Black Scholes valuation model and is remeasured at each reporting period date until settlement. 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 fiscal years ended June 30, 2018 , 2017 and 2016 , stock-based compensation of $3.0 million , $2.3 million and $2.0 million , respectively, was reflected as an increase to additional paid in capital and $0.2 million , $0.7 million and $0.7 million , respectively, was reflected as an increase to other accrued expenses, all of which was employee related. At June 30, 2018 , there was $2.7 million of unrecognized compensation cost related to nonvested share-based compensation arrangements under the 2010 and 2017 Plans, based on management's estimate of the shares that will ultimately vest. The Company expects to recognize such costs over a weighted-average period of 1.57 years. Stock Options During the fiscal year ended June 30, 2018, the Company awarded stock options ("FY 2018 Stock Options") to its executive officers and senior management. The vesting period for the FY 2018 Stock Options is three years and occurs as follows: (1) one-third of the total number of shares awarded vest on January 1, 2019; (2) one-twelfth of the total number of shares awarded vest on the last day of each fiscal quarter following January 1, 2019. The fair value of the stock options will be recognized on a straight-line basis over the requisite service period of the awards. There were no stock option grants during the fiscal years ended June 30, 2017 and 2016 . The fair value of stock option awards was estimated using the Black-Scholes option-pricing model with the following assumptions and weighted-average fair value as follows: June 30, 2018 Weighted-average grant date fair value $ 2.25 Risk-free interest rate 2.3 % Expected volatility 59.0 % Expected life (years) 4.7 The following is a summary of stock option activity for the fiscal years ended June 30, 2018 , 2017 and 2016 : Options (in thousands) Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at June 30, 2015 462 $ 7.87 Granted — $ — Exercised (46 ) 5.66 $ 209 Forfeited (33 ) 17.85 Expired or Canceled — — Outstanding at June 30, 2016 383 7.28 Granted — $ — Exercised (4 ) 4.14 $ 17 Forfeited (62 ) 12.64 Expired or Canceled (7 ) 2.45 Outstanding at June 30, 2017 310 6.35 Granted 461 $ 4.44 Exercised (21 ) 2.96 $ 33 Forfeited (20 ) 16.26 Expired or Canceled — — Outstanding at June 30, 2018 730 4.96 6.69 $ 1,310 Exercisable at June 30, 2018 268 $ 5.86 1.70 $ 420 Restricted Shares The following is a summary of restricted shares granted during the fiscal years ended June 30, 2018 , 2017 and 2016 : Nonvested Shares Shares Weighted Average Grant Date Fair Value Nonvested at June 30, 2015 250 $ 9.36 Granted 60 $ 5.94 Vested (40 ) 15.64 Forfeited (39 ) 16.21 Nonvested at June 30, 2016 231 6.24 Vested at June 30, 2016 — — Granted 156 $ 5.81 Vested (88 ) 8.31 Forfeited (22 ) 10.70 Nonvested at June 30, 2017 277 4.98 Vested at June 30, 2017 — — Granted 190 $ 4.57 Vested (355 ) 4.62 Forfeited (3 ) 5.22 Nonvested at June 30, 2018 109 5.43 Vested at June 30, 2018 — $ — The total vesting date fair value of restricted shares that vested during the fiscal years ended June 30, 2018 , 2017 and 2016 was $1.6 million , $0.7 million and $0.4 million , respectively. Performance Restricted Stock Units During the fiscal years ended June 30, 2017 and 2016 , the Company awarded performance restricted stock units ("FY 2017 Performance Stock Units" and "FY 2016 Performance Stock Units") to its executive officers and senior management (the "Recipients"). Vesting for the FY 2017 Performance Stock Units and FY 2016 Performance Stock Units occurs in a single installment and is achieved at the end of the three year performance period if the participant has continuously remained in service from the date of the award through the end of the performance period. 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 relevant performance period, subject to acceleration upon a change in control of the Company. The vesting for 50% of the target performance restricted stock units is based upon the Company's absolute TSR for the performance period as compared to a matrix of fixed numeric values and the vesting for the other 50% of the target 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. No performance restricted stock units were granted during the fiscal year ended June 30, 2018. The fair values of performance restricted stock units granted during the fiscal years ended June 30, 2017 and 2016 were estimated using a Monte Carlo simulation model which included the following assumptions in order to reflect the performance conditions that must be satisfied for the share units to vest: June 30, 2017 June 30, 2016 Risk-free interest rate 1.5 % 1.3 % Dividend yield — % — % Expected volatility - Company 62.0 % 55.5 % Expected volatility - peer company 17.1 % 15.7 % Total measurement period (years) 2.8 3.0 The following is a summary of performance restricted stock units granted during the fiscal years ended June 30, 2018 , 2017 and 2016 : Number of Units (in thousands) Weighted Average Grant Date Fair Value Nonvested at June 30, 2015 115 $ 10.76 Granted 848 $ 12.30 Vested (15 ) 10.76 Forfeited (485 ) 11.25 Nonvested at June 30, 2016 463 13.07 Granted 420 $ 4.69 Vested (10 ) 10.76 Forfeited (111 ) 12.86 Nonvested at June 30, 2017 762 8.51 Granted — $ — Vested — — Forfeited (132 ) 7.02 Nonvested at June 30, 2018 630 8.82 Vested at June 30, 2018 — $ — No performance restricted stock units vested during the fiscal year ended June 30, 2018. The total vesting date fair value of performance restricted stock units that vested during the fiscal years ended June 30, 2017 and 2016 was $0.1 million and $0.1 million , respectively. Cash-Settled Performance Units The following is a summary of cash-settled performance units granted during the fiscal years ended June 30, 2018 , 2017 and 2016 : Number of Units (in thousands) Weighted Average Grant Date Fair Value Outstanding at June 30, 2015, nonvested — Granted 77 $ 8.47 Vested (13 ) — Forfeited (13 ) $ 8.30 Outstanding at June 30, 2016, nonvested 51 Granted 95 $ 13.17 Vested (25 ) — Forfeited (89 ) $ 12.43 Outstanding at June 30, 2017, nonvested 32 Granted 87 $ 4.65 Vested (32 ) — Forfeited (29 ) $ 6.48 Outstanding at June 30, 2018, nonvested 58 The fair value of vested awards under the cash-settled performance plan for the fiscal years ended June 30, 2018 , 2017 and 2016 was $0.2 million , $0.1 million and $0.2 million , respectively. Payments of $0.2 million , $0.2 million and $0.1 million were made to settle vested cash-settled performance units during the fiscal years ended June 30, 2018 , 2017 and 2016 , respectively. Cash-Settled Phantom Units The fair value of phantom unit awards was estimated using the Black-Scholes option-pricing model with the following assumptions and weighted-average fair value as follows: June 30, 2018 Weighted-average grant date fair value $ 0.40 Risk-free interest rate 2.1% - 2.3% Expected volatility 56.2% - 57.0% Expected life (years) 0.5 - 0.8 The following is a summary of cash-settled phantom units granted during the fiscal year ended June 30, 2018: Number of Units (in thousands) Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at June 30, 2017, nonvested — Granted 170 Vested — Forfeited — Outstanding at June 30, 2018, nonvested 170 0.50 $ 273 No phantom units were outstanding as of June 30, 2017 and 2016. Warrants As of June 30, 2018 , the Company had no outstanding warrants. The following is a summary of the warrant activity for the fiscal years ended June 30, 2018 , 2017 and 2016 (in thousands): Common Stock Warrants Outstanding and exercisable, June 30, 2015 87 Issued — Canceled — Exercised (7 ) Expired — Outstanding and exercisable, June 30, 2016 80 Issued — Canceled — Exercised (80 ) Expired — Outstanding and exercisable, June 30, 2017 — Issued — Canceled — Exercised — Expired — Outstanding and exercisable, June 30, 2018 — As of June 30, 2018 , 2017 and 2016 , the Company had no warrants classified as derivative liabilities. |
Other Expense, Net
Other Expense, Net | 12 Months Ended |
Jun. 30, 2018 | |
Other Income and Expenses [Abstract] | |
Other Expense, Net | Other Expense, Net Other expense, net consists of the following (in thousands): Year ended June 30, 2018 2017 2016 Foreign currency transaction loss, net $ (92 ) $ (182 ) $ (11 ) Loss on settlement of forward contract (175 ) (292 ) (212 ) Loss on disposal of fixed assets (6 ) (12 ) (1,186 ) Write-off of intangible assets — (350 ) — Other expense, net (46 ) (133 ) — Total other expense, net $ (319 ) $ (969 ) $ (1,409 ) |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The income tax expense for the fiscal years ended June 30, 2018 , 2017 and 2016 consists of the following (in thousands): Year ended June 30, 2018 2017 2016 Income Before Income Taxes: Domestic $ 8,234 $ 1,642 $ 7,518 International 1,315 1,268 1,166 $ 9,549 $ 2,910 $ 8,684 Current Taxes: Federal $ 2,413 $ 1,324 $ 4,180 State 407 137 561 Foreign 150 510 455 Total Current Income Tax Provision $ 2,970 $ 1,971 $ 5,196 Deferred Taxes: Federal $ 377 $ (473 ) $ (2,326 ) State 59 (21 ) (105 ) Foreign 381 (175 ) (187 ) Total Deferred Income Tax Provision $ 817 $ (669 ) $ (2,618 ) Net Income Tax Provision $ 3,787 $ 1,302 $ 2,578 The effective income tax rate for the fiscal years ended June 30, 2018 , 2017 and 2016 differs from the U.S. Federal statutory income tax rate due to the following: Year ended June 30, 2018 2017 2016 Federal statutory income tax rate 28.0 % 34.0 % 35.0 % State income taxes, net of federal benefit 2.5 % 5.9 % 2.8 % Foreign tax rate difference 1.6 % (4.6 )% (2.3 )% Tax return to provision true-up (7.4 )% 0.6 % 0.7 % Other differences 0.2 % (2.1 )% 0.0 % Revalue of deferred for change in federal tax rate 14.9 % 0.0 % 0.0 % Permanent differences: — stock based compensation 0.7 % 4.6 % 0.9 % — domestic production activities deduction (1.5 )% (3.3 )% (4.4 )% — tax credits (1.3 )% (0.9 )% (0.7 )% — meals and entertainment 0.9 % 3.4 % 1.0 % — penalties 0.1 % 1.5 % 0.0 % — other 0.9 % 4.3 % (3.9 )% Change in valuation allowance 0.1 % 1.3 % 0.6 % Net income tax provision 39.7 % 44.7 % 29.7 % The components of the deferred tax assets and liabilities as of June 30, 2018 and 2017 are as follows (in thousands): June 30, 2018 2017 Deferred tax assets: Federal, state, and foreign net operating loss carryovers $ 574 $ 536 Stock option compensation 1,367 1,531 Accrued vacation, allowance for returns, bonuses & other 2,615 3,173 Gross deferred tax asset $ 4,556 $ 5,240 Deferred tax liabilities: Patents and trademarks $ (145 ) $ (253 ) Property & equipment (823 ) (588 ) Other (13 ) — Gross deferred tax liabilities (981 ) (841 ) Less: valuation allowance (320 ) (312 ) Deferred tax assets, net $ 3,255 $ 4,087 The Tax Cuts and Jobs Act of 2017 (the " 2017 Tax Act"), which became effective December 22, 2017, overhauls U.S. corporate income tax law by lowering the U.S. federal corporate income tax rate from 35% to 21% (blended rate in year one for fiscal year filers), implementing a territorial tax system, imposing a one time "deemed repatriation" tax on all untaxed offshore earnings, and adding/modifying/deleting several major tax deductions significant to the Company. In addition, the 2017 Tax Act also includes a provision to tax global intangible low-taxed income ("GILTI") of foreign subsidiaries and a base erosion anti-abuse tax ("BEAT") measure that taxes certain payments between a U.S. Corporation and its subsidiaries. The Company will not be subject to these provisions until its fiscal 2019 tax year. Preliminary analysis suggests that the Company will not have a GILTI liability and that it will not meet the threshold to be subject to BEAT nor does it currently make the types of payments that are subject to BEAT. The Company has done detailed analysis and computation to determine the impacts of the 2017 Tax Act to its financial statements. The Company has recorded the following items as part of its fiscal 2018 income tax provision (in thousands): Revalue of Deferred Tax Assets for the Corporate Tax Rate Change $ 1,419 Deemed Repatriation Tax on All Untaxed Offshore Earnings $ — The Company was able to utilize its unborn foreign tax credits, mainly in Japan, to reduce its tax liability on its deemed repatriated earnings to zero. Any unused unborn foreign tax credits will be unavailable for future use. Deferred tax assets and liabilities measure the expected amounts that tax expense will increase or decrease by in the future due to temporary differences between book and tax basis. The Company has significant deferred tax assets, meaning we expect to receive a tax deduction in the future, mainly related to stock compensation and fixed assets. These tax assets were valued at a 35% federal rate. When the 2017 Tax Act was enacted, these deferred assets will now give rise to a tax deduction at a 21% rate. This means that the Company will receive less benefit in the future for its deferred tax assets. Therefore, it recognized a one-time tax expense of $1.4 million to reflect this revaluation. The Company has adopted accounting guidance for uncertain tax positions which provides that in order to recognize an uncertain tax benefit, the taxpayer must be more likely than not of sustaining the position, and the measurement of the benefit is calculated as the largest amount that is more than 50% likely to be realized upon recognition of the benefit. We believe the Company has no material uncertain tax positions and do not expect significant changes within the next twelve months in the amount of unrecognized tax benefits. Accordingly, we have not reserved for interest or penalties. The tax years open for examination by the Internal Revenue Service (“IRS”) include returns for fiscal years June 30, 2015 through present and the open tax years by state tax authorities include returns for fiscal years June 30, 2014 through present. In addition, the IRS and state tax authorities may examine NOL’s for any previous years if utilized by the Company. As of June 30, 2018 , the Company had utilized all of its Federal net operating loss (“NOL”) carry-forwards. The net operating losses were to expire by June 30, 2024 and are subject to review by the Internal Revenue Service, and are subject to U.S. Internal Revenue Code Section 382 limitations. As of June 30, 2018 , state NOLs were $8.2 million and foreign NOLs were $1.0 million . The total recognized tax benefit from settlement of stock based awards for the period ending June 30, 2018 was $0.5 million . The Company conducts its business globally. As a result, the Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions, and are subject to examination for the open tax years of June 30, 2014 through June 30, 2018. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases The Company leases its facilities under non-cancelable operating leases, which expire at various dates through 2024 . The facilities leases contain renewal options and are subject to cost increases. Future minimum annual payments under non-cancelable operating leases at June 30, 2018 are as follows (in thousands): Year ending June 30, Amount 2019 $ 2,815 2020 2,837 2021 1,589 2022 1,379 2023 1,423 Thereafter 968 Total future minimum lease payments $ 11,011 Rent expense totaled $2.7 million , $2.5 million and $2.3 million for the fiscal years ended June 30, 2018 , 2017 and 2016 , respectively. 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 June 30, 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 Company's normal conduct of 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, Chief Sales Officer and 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. 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. On July 23, 2018, the parties filed a stipulation with the Court agreeing to transfer the case to the Federal District Court for Utah. 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 Annual Report on Form 10-K, 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 | 12 Months Ended |
Jun. 30, 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 stockholder of the Company. During the fiscal years ended June 30, 2018 , 2017 and 2016 , the Company paid $4.0 million , $2.2 million and $2.8 million , respectively, to Real Salt Lake, pursuant to the terms of this partnership, and other various amounts for the endorsement of Real Monarchs SLC and for product marketing expenses. 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. The Company paid a total of $0.5 million for branding and marketing services provided during fiscal 2017 and the asset acquisition. The Company paid $0.5 million for branding and marketing services provided during fiscal 2016 . During fiscal 2018 , no payments were made by the Company to Dinng. During fiscal 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 . 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. During the fiscal years ended June 30, 2018 and 2017 , the Company paid $3.0 million and $0.4 million , respectively, to Gig Economy Group ("GEG") for outsourced software application development services, pursuant to an agreement entered into between the Company and GEG. During fiscal 2016 , no payments were made by the Company to GEG. 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. |
Interim Financial Results (Unau
Interim Financial Results (Unaudited) | 12 Months Ended |
Jun. 30, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Interim Financial Results (Unaudited) | Interim Financial Results (Unaudited) The following summarizes selected quarterly financial information for quarterly periods during the fiscal years ended June 30, 2018 and 2017 : LIFEVANTAGE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED QUARTERLY RESULTS (in thousands except per share data) Fiscal Quarter Year ended June 30, 2018 First Second Third Fourth Revenue, net $ 49,127 $ 49,482 $ 50,562 $ 54,033 $ 203,204 Gross profit 40,388 40,365 41,641 45,962 168,356 Net income $ 817 $ 317 $ 1,635 $ 2,992 $ 5,761 Per common share: Income per share, basic $ 0.06 $ 0.02 $ 0.12 $ 0.20 $ 0.41 Income per share, diluted $ 0.06 $ 0.02 $ 0.12 $ 0.21 $ 0.41 Fiscal Quarter Year ended June 30, 2017 First Second Third Fourth Revenue, net $ 54,894 $ 48,947 $ 45,007 $ 50,641 $ 199,489 Gross profit 46,062 41,447 36,774 41,750 166,033 Net income $ 1,180 $ 283 $ 61 $ 84 $ 1,608 Per common share: Income per share, basic $ 0.09 $ 0.02 $ 0.00 $ 0.01 $ 0.12 Income per share, diluted $ 0.08 $ 0.02 $ 0.00 $ 0.01 $ 0.11 |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Consolidation | Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation. Certain other prior period balances have also been reclassified to conform to the current period presentation. |
Use of Estimates | Use of Estimates The Company prepares the 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, transfer pricing methodology and positions, 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 consolidated balance sheets and as a component of comprehensive income. Transaction gains and losses are included in other expense, net in the consolidated statements of operations and comprehensive income. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Accounting guidance on fair value measurements and disclosures requires disclosures about the fair value for all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about fair value of financial instruments are based on pertinent information available to management as of June 30, 2018 and 2017 . Accordingly, the estimates presented in these consolidated financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. Management has estimated the fair values of cash and cash equivalents, accounts receivable, accounts payable, commissions payable and other accrued expenses to approximate their respective carrying values reported in these consolidated financial statements because of their short maturities. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers only its monetary liquid assets with original maturities of three months or less to be cash and cash equivalents. |
Accounts Receivable | Accounts Receivable The Company’s accounts receivable for the fiscal years ended June 30, 2018 and 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 June 30, 2018 or 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 |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and depreciated using the straight-line method over the following useful lives: Years Equipment (includes computer hardware and software) 3 Furniture and fixtures 5 Vehicles 5 Leasehold improvements are depreciated over the shorter of estimated useful life of the related asset or the lease term. The cost of normal maintenance and repairs is charged to expense as incurred. When an asset is sold or otherwise disposed of, the cost and associated accumulated depreciation are removed from the accounts and the resulting gain or loss is recognized in the consolidated statements of operations and comprehensive income in other expense, net. Significant expenditures that increase the useful life of an asset are capitalized and depreciated over the estimated useful life of the asset. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. An impairment loss is recognized if the carrying amount of the asset exceeds its fair value. |
Intangible Assets | Intangible Assets Intangible assets are stated at cost less accumulated amortization. Definite-lived intangible assets are amortized over their related useful lives, using a straight-line method, consistent with the underlying expected future cash flows related to the specific intangible asset. Definite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances exist that indicate the carrying amount of an asset may not be recoverable. When indicators of impairment exist, an estimate of undiscounted net cash flows is used in measuring whether the carrying amount of the asset or related asset group is recoverable. Measurement of the amount of impairment, if any, is based upon the difference between the asset’s carrying value and estimated fair value. Indefinite-lived intangible assets are not amortized; however, they are tested at least annually for impairment or more frequently if events or changes in circumstances exist that may indicate impairment. An impairment loss is recognized if the carrying amount of the asset exceeds its fair value. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Pursuant to guidance established for impairment or disposal of assets, the Company assesses impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. When an assessment for impairment of long-lived assets, long-lived assets to be disposed of, and certain identifiable intangibles related to those assets is performed, the Company is required to compare the net carrying value of long-lived assets on the lowest level at which cash flows can be determined on a consistent basis to the related estimates of future undiscounted net cash flows for such assets. If the net carrying value exceeds the net cash flows, then an impairment is recognized to reduce the carrying value to the estimated fair value, generally equal to the future discounted net cash flow. |
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 cash equivalents. |
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. |
Commissions and Incentives | Commissions and Incentives Commissions and incentives expenses are the Company’s most significant expenses and are classified as operating expenses. Commissions and incentives expenses include sales commissions paid to the Company's independent distributors, special incentives, costs for incentive trips and other rewards. Commissions and incentives expenses do not include any amounts the Company pays to its independent distributors for personal purchases. Commissions paid to independent distributors on personal purchases are considered a sales discount and are reported as a reduction to net revenue. |
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 all 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. The Company estimates forfeitures based on historical information and other management assumptions. 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. 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. |
New Accounting Pronouncements | 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. During its evaluation, the Company reviewed its loyalty points program and, based on the new guidance, will change the method of accounting from a cost provision method to a deferred revenue method. 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 will become effective for the Company beginning July 1, 2018 and will be applied to any award modified on or after that date. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Components of inventory | As of June 30, 2018 and 2017 , inventory consisted of (in thousands): June 30, 2018 2017 Finished goods $ 7,859 $ 7,817 Raw materials 5,768 8,758 Total inventory $ 13,627 $ 16,575 |
Property and equipment | Property and equipment are recorded at cost and depreciated using the straight-line method over the following useful lives: Years Equipment (includes computer hardware and software) 3 Furniture and fixtures 5 Vehicles 5 Property and equipment, net consist of (in thousands): June 30, 2018 2017 Equipment (includes computer hardware and software) $ 10,504 $ 7,420 Furniture and fixtures 1,592 1,536 Leasehold improvements 3,761 3,421 Vehicles 51 51 Accumulated depreciation (9,321 ) (9,301 ) Total property and equipment, net $ 6,587 $ 3,127 |
Reconciliation of earnings per share and the weighted-average common shares outstanding for purposes of computing basic and diluted 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): Years ended June 30, 2018 2017 2016 Numerator: Net income $ 5,761 $ 1,608 $ 6,106 Denominator: Basic weighted-average common shares outstanding 13,992 13,881 13,730 Effect of dilutive securities: Stock awards and options 144 237 735 Warrants — — 66 Diluted weighted-average common shares outstanding 14,136 14,118 14,531 Net income per share, basic $ 0.41 $ 0.12 $ 0.44 Net income per share, diluted $ 0.41 $ 0.11 $ 0.42 |
Revenues from unaffiliated customers by geographic regions and significant geographic area | Revenues by geographic area are as follows (in thousands): Years ended June 30, 2018 2017 2016 Americas $ 151,609 $ 150,841 $ 158,291 Asia/Pacific & Europe 51,595 48,648 48,249 Total revenues $ 203,204 $ 199,489 $ 206,540 Additional information as to the Company’s revenue from operations in the most significant geographical areas is set forth below (in thousands): Years ended June 30, 2018 2017 2016 United States $ 142,452 $ 144,842 $ 152,830 Japan $ 41,843 $ 39,390 $ 36,343 |
Revenues by major product line | The following table shows revenues by major product line for the fiscal years ended June 30, 2018 , 2017 and 2016 . Years ended June 30, 2018 2017 2016 Protandim ® product line $ 133,923 65.9 % $ 130,873 65.6 % $ 128,019 62.0 % TrueScience ® product line 21,665 10.7 % 24,440 12.3 % 32,914 15.9 % Other 47,616 23.4 % 44,176 22.1 % 45,607 22.1 % Total $ 203,204 100.0 % $ 199,489 100.0 % $ 206,540 100.0 % |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | Property and equipment are recorded at cost and depreciated using the straight-line method over the following useful lives: Years Equipment (includes computer hardware and software) 3 Furniture and fixtures 5 Vehicles 5 Property and equipment, net consist of (in thousands): June 30, 2018 2017 Equipment (includes computer hardware and software) $ 10,504 $ 7,420 Furniture and fixtures 1,592 1,536 Leasehold improvements 3,761 3,421 Vehicles 51 51 Accumulated depreciation (9,321 ) (9,301 ) Total property and equipment, net $ 6,587 $ 3,127 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, Net | Intangible assets, net consist of (in thousands): June 30, 2018 2017 Patent costs $ 2,330 $ 2,330 Accumulated amortization (1,460 ) (1,328 ) Total definite-lived intangible assets, net 870 1,002 Trademarks and other indefinite-lived intangible assets 245 245 Total intangible assets, net $ 1,115 $ 1,247 |
Other Accrued Expenses (Tables)
Other Accrued Expenses (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accrued Expenses | Other accrued expenses consist of (in thousands): June 30, 2018 2017 Accrued incentive compensation $ 2,868 $ 1,151 Accrued other expenses 2,087 2,853 Other taxes payable 1,884 1,517 Accrued incentives and promotions to distributors 1,366 988 Deferred revenue 1,107 1,743 Accrued payroll and other employee expenses 1,095 1,201 Total other accrued expenses $ 10,407 $ 9,453 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Future Principal Payments of the Credit Facility | Aggregate future principal payments required in accordance with the terms of the 2016 Credit Facility, as amended, are as follows (in thousands): Year ending June 30, Amount 2019 $ 2,000 2020 2,000 2021 1,500 $ 5,500 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Options Fair Value Valuation Assumptions | The fair value of stock option awards was estimated using the Black-Scholes option-pricing model with the following assumptions and weighted-average fair value as follows: June 30, 2018 Weighted-average grant date fair value $ 2.25 Risk-free interest rate 2.3 % Expected volatility 59.0 % Expected life (years) 4.7 |
Summary of Stock Option Activity | The following is a summary of stock option activity for the fiscal years ended June 30, 2018 , 2017 and 2016 : Options (in thousands) Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at June 30, 2015 462 $ 7.87 Granted — $ — Exercised (46 ) 5.66 $ 209 Forfeited (33 ) 17.85 Expired or Canceled — — Outstanding at June 30, 2016 383 7.28 Granted — $ — Exercised (4 ) 4.14 $ 17 Forfeited (62 ) 12.64 Expired or Canceled (7 ) 2.45 Outstanding at June 30, 2017 310 6.35 Granted 461 $ 4.44 Exercised (21 ) 2.96 $ 33 Forfeited (20 ) 16.26 Expired or Canceled — — Outstanding at June 30, 2018 730 4.96 6.69 $ 1,310 Exercisable at June 30, 2018 268 $ 5.86 1.70 $ 420 |
Schedule of Nonvested Restricted Shares | The following is a summary of restricted shares granted during the fiscal years ended June 30, 2018 , 2017 and 2016 : Nonvested Shares Shares Weighted Average Grant Date Fair Value Nonvested at June 30, 2015 250 $ 9.36 Granted 60 $ 5.94 Vested (40 ) 15.64 Forfeited (39 ) 16.21 Nonvested at June 30, 2016 231 6.24 Vested at June 30, 2016 — — Granted 156 $ 5.81 Vested (88 ) 8.31 Forfeited (22 ) 10.70 Nonvested at June 30, 2017 277 4.98 Vested at June 30, 2017 — — Granted 190 $ 4.57 Vested (355 ) 4.62 Forfeited (3 ) 5.22 Nonvested at June 30, 2018 109 5.43 Vested at June 30, 2018 — $ — |
Share-based Awards Other Than Options Fair Value Valuation Assumptions | The fair value of phantom unit awards was estimated using the Black-Scholes option-pricing model with the following assumptions and weighted-average fair value as follows: June 30, 2018 Weighted-average grant date fair value $ 0.40 Risk-free interest rate 2.1% - 2.3% Expected volatility 56.2% - 57.0% Expected life (years) 0.5 - 0.8 The fair values of performance restricted stock units granted during the fiscal years ended June 30, 2017 and 2016 were estimated using a Monte Carlo simulation model which included the following assumptions in order to reflect the performance conditions that must be satisfied for the share units to vest: June 30, 2017 June 30, 2016 Risk-free interest rate 1.5 % 1.3 % Dividend yield — % — % Expected volatility - Company 62.0 % 55.5 % Expected volatility - peer company 17.1 % 15.7 % Total measurement period (years) 2.8 3.0 |
Summary of Nonvested Restricted Stock Units | The following is a summary of performance restricted stock units granted during the fiscal years ended June 30, 2018 , 2017 and 2016 : Number of Units (in thousands) Weighted Average Grant Date Fair Value Nonvested at June 30, 2015 115 $ 10.76 Granted 848 $ 12.30 Vested (15 ) 10.76 Forfeited (485 ) 11.25 Nonvested at June 30, 2016 463 13.07 Granted 420 $ 4.69 Vested (10 ) 10.76 Forfeited (111 ) 12.86 Nonvested at June 30, 2017 762 8.51 Granted — $ — Vested — — Forfeited (132 ) 7.02 Nonvested at June 30, 2018 630 8.82 Vested at June 30, 2018 — $ — |
Schedule of Performance Share Units Activity | The following is a summary of cash-settled performance units granted during the fiscal years ended June 30, 2018 , 2017 and 2016 : Number of Units (in thousands) Weighted Average Grant Date Fair Value Outstanding at June 30, 2015, nonvested — Granted 77 $ 8.47 Vested (13 ) — Forfeited (13 ) $ 8.30 Outstanding at June 30, 2016, nonvested 51 Granted 95 $ 13.17 Vested (25 ) — Forfeited (89 ) $ 12.43 Outstanding at June 30, 2017, nonvested 32 Granted 87 $ 4.65 Vested (32 ) — Forfeited (29 ) $ 6.48 Outstanding at June 30, 2018, nonvested 58 |
Summary of Cash-Settled Phantom Units | The following is a summary of cash-settled phantom units granted during the fiscal year ended June 30, 2018: Number of Units (in thousands) Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at June 30, 2017, nonvested — Granted 170 Vested — Forfeited — Outstanding at June 30, 2018, nonvested 170 0.50 $ 273 |
Summary of the Warrants Granted | The following is a summary of the warrant activity for the fiscal years ended June 30, 2018 , 2017 and 2016 (in thousands): Common Stock Warrants Outstanding and exercisable, June 30, 2015 87 Issued — Canceled — Exercised (7 ) Expired — Outstanding and exercisable, June 30, 2016 80 Issued — Canceled — Exercised (80 ) Expired — Outstanding and exercisable, June 30, 2017 — Issued — Canceled — Exercised — Expired — Outstanding and exercisable, June 30, 2018 — |
Other Expense, Net (Tables)
Other Expense, Net (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Expense, Net | Other expense, net consists of the following (in thousands): Year ended June 30, 2018 2017 2016 Foreign currency transaction loss, net $ (92 ) $ (182 ) $ (11 ) Loss on settlement of forward contract (175 ) (292 ) (212 ) Loss on disposal of fixed assets (6 ) (12 ) (1,186 ) Write-off of intangible assets — (350 ) — Other expense, net (46 ) (133 ) — Total other expense, net $ (319 ) $ (969 ) $ (1,409 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Components of Income Tax Expense | The income tax expense for the fiscal years ended June 30, 2018 , 2017 and 2016 consists of the following (in thousands): Year ended June 30, 2018 2017 2016 Income Before Income Taxes: Domestic $ 8,234 $ 1,642 $ 7,518 International 1,315 1,268 1,166 $ 9,549 $ 2,910 $ 8,684 Current Taxes: Federal $ 2,413 $ 1,324 $ 4,180 State 407 137 561 Foreign 150 510 455 Total Current Income Tax Provision $ 2,970 $ 1,971 $ 5,196 Deferred Taxes: Federal $ 377 $ (473 ) $ (2,326 ) State 59 (21 ) (105 ) Foreign 381 (175 ) (187 ) Total Deferred Income Tax Provision $ 817 $ (669 ) $ (2,618 ) Net Income Tax Provision $ 3,787 $ 1,302 $ 2,578 The Company has recorded the following items as part of its fiscal 2018 income tax provision (in thousands): Revalue of Deferred Tax Assets for the Corporate Tax Rate Change $ 1,419 Deemed Repatriation Tax on All Untaxed Offshore Earnings $ — |
The Effective Income Tax Rate Differs from the U.S. Federal Statutory Income Tax Rate | The effective income tax rate for the fiscal years ended June 30, 2018 , 2017 and 2016 differs from the U.S. Federal statutory income tax rate due to the following: Year ended June 30, 2018 2017 2016 Federal statutory income tax rate 28.0 % 34.0 % 35.0 % State income taxes, net of federal benefit 2.5 % 5.9 % 2.8 % Foreign tax rate difference 1.6 % (4.6 )% (2.3 )% Tax return to provision true-up (7.4 )% 0.6 % 0.7 % Other differences 0.2 % (2.1 )% 0.0 % Revalue of deferred for change in federal tax rate 14.9 % 0.0 % 0.0 % Permanent differences: — stock based compensation 0.7 % 4.6 % 0.9 % — domestic production activities deduction (1.5 )% (3.3 )% (4.4 )% — tax credits (1.3 )% (0.9 )% (0.7 )% — meals and entertainment 0.9 % 3.4 % 1.0 % — penalties 0.1 % 1.5 % 0.0 % — other 0.9 % 4.3 % (3.9 )% Change in valuation allowance 0.1 % 1.3 % 0.6 % Net income tax provision 39.7 % 44.7 % 29.7 % |
The Components of the Deferred Tax Assets and Liabilities | The components of the deferred tax assets and liabilities as of June 30, 2018 and 2017 are as follows (in thousands): June 30, 2018 2017 Deferred tax assets: Federal, state, and foreign net operating loss carryovers $ 574 $ 536 Stock option compensation 1,367 1,531 Accrued vacation, allowance for returns, bonuses & other 2,615 3,173 Gross deferred tax asset $ 4,556 $ 5,240 Deferred tax liabilities: Patents and trademarks $ (145 ) $ (253 ) Property & equipment (823 ) (588 ) Other (13 ) — Gross deferred tax liabilities (981 ) (841 ) Less: valuation allowance (320 ) (312 ) Deferred tax assets, net $ 3,255 $ 4,087 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Lease Payments Under the Non-Cancelable Leases | Future minimum annual payments under non-cancelable operating leases at June 30, 2018 are as follows (in thousands): Year ending June 30, Amount 2019 $ 2,815 2020 2,837 2021 1,589 2022 1,379 2023 1,423 Thereafter 968 Total future minimum lease payments $ 11,011 |
Interim Financial Results (Un30
Interim Financial Results (Unaudited) (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of selected quarterly financial information | The following summarizes selected quarterly financial information for quarterly periods during the fiscal years ended June 30, 2018 and 2017 : LIFEVANTAGE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED QUARTERLY RESULTS (in thousands except per share data) Fiscal Quarter Year ended June 30, 2018 First Second Third Fourth Revenue, net $ 49,127 $ 49,482 $ 50,562 $ 54,033 $ 203,204 Gross profit 40,388 40,365 41,641 45,962 168,356 Net income $ 817 $ 317 $ 1,635 $ 2,992 $ 5,761 Per common share: Income per share, basic $ 0.06 $ 0.02 $ 0.12 $ 0.20 $ 0.41 Income per share, diluted $ 0.06 $ 0.02 $ 0.12 $ 0.21 $ 0.41 Fiscal Quarter Year ended June 30, 2017 First Second Third Fourth Revenue, net $ 54,894 $ 48,947 $ 45,007 $ 50,641 $ 199,489 Gross profit 46,062 41,447 36,774 41,750 166,033 Net income $ 1,180 $ 283 $ 61 $ 84 $ 1,608 Per common share: Income per share, basic $ 0.09 $ 0.02 $ 0.00 $ 0.01 $ 0.12 Income per share, diluted $ 0.08 $ 0.02 $ 0.00 $ 0.01 $ 0.11 |
The Company (Details)
The Company (Details) - $ / shares | Jun. 30, 2018 | Mar. 09, 2018 | Jun. 30, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Preferred stock, par value (dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.001 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - Narrative (Details) | Oct. 19, 2015 | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) |
Summary of Significant Accounting Policies Additional Information [Abstract] | ||||
Recorded bad debt expense | $ 0 | $ 0 | $ 0 | |
Impairment of intangible assets | 0 | |||
Loss from write-off of intangible assets | $ 0 | 350,000 | 0 | |
Money back guarantee period | 30 days | |||
Percentage of products can be returned for a full refund by terminated distributors | 30.00% | |||
Restocking fee percent for full refund (percent) | 10.00% | |||
Reserve balance for returns and allowances | $ 400,000 | 400,000 | ||
Research and development | $ 1,200,000 | $ 1,100,000 | $ 1,000,000 | |
Stock split ratio | 7 | |||
Blended tax rate | 28.00% | 34.00% | 35.00% | |
Cash Accounts Held Primarily At Financial Institution | ||||
Summary of Significant Accounting Policies Additional Information [Abstract] | ||||
Concentration of credit risk | $ 11,400,000 | |||
Cash Accounts Held at Other Financial Institutions | ||||
Summary of Significant Accounting Policies Additional Information [Abstract] | ||||
Concentration of credit risk | $ 5,300,000 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Components of Inventory | ||
Finished goods | $ 7,859 | $ 7,817 |
Raw materials | 5,768 | 8,758 |
Total inventory | 13,627 | 16,575 |
Inventory valuation reserves | $ 1,400 | $ 900 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Loss on disposal of fixed assets | $ 0 | $ 0 | $ 1,186,000 |
Equipment (includes computer hardware and software) | |||
Property, Plant and Equipment [Line Items] | |||
Estimated service lives of Property and Equipment | 3 years | ||
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Estimated service lives of Property and Equipment | 5 years | ||
Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Estimated service lives of Property and Equipment | 5 years |
Summary of Significant Accoun35
Summary of Significant Accounting Policies - Reconciliation of Net Income per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Accounting Policies [Abstract] | |||||||||||
Number of antidilutive securities (in shares) | 400 | 200 | |||||||||
Numerator: | |||||||||||
Net income | $ 2,992 | $ 1,635 | $ 317 | $ 817 | $ 84 | $ 61 | $ 283 | $ 1,180 | $ 5,761 | $ 1,608 | $ 6,106 |
Denominator: | |||||||||||
Basic weighted-average common shares outstanding (in shares) | 13,992 | 13,881 | 13,730 | ||||||||
Effect of dilutive securities: | |||||||||||
Stock awards and options (in shares) | 144 | 237 | 735 | ||||||||
Warrants (in shares) | 0 | 0 | 66 | ||||||||
Diluted weighted-average common shares outstanding (in shares) | 14,136 | 14,118 | 14,531 | ||||||||
Net income per share, basic (dollars per share) | $ 0.20 | $ 0.12 | $ 0.02 | $ 0.06 | $ 0.01 | $ 0 | $ 0.02 | $ 0.09 | $ 0.41 | $ 0.12 | $ 0.44 |
Net income per share, diluted (dollars per share) | $ 0.21 | $ 0.12 | $ 0.02 | $ 0.06 | $ 0.01 | $ 0 | $ 0.02 | $ 0.08 | $ 0.41 | $ 0.11 | $ 0.42 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies - Revenues by Geographic Area (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2018USD ($)Segment | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | |
Segment Reporting Information [Line Items] | |||||||||||
Number of geographic segments | Segment | 2 | ||||||||||
Revenues from unaffiliated customers | |||||||||||
Total revenues | $ 54,033 | $ 50,562 | $ 49,482 | $ 49,127 | $ 50,641 | $ 45,007 | $ 48,947 | $ 54,894 | $ 203,204 | $ 199,489 | $ 206,540 |
Americas | |||||||||||
Revenues from unaffiliated customers | |||||||||||
Total revenues | 151,609 | 150,841 | 158,291 | ||||||||
Asia/Pacific & Europe | |||||||||||
Revenues from unaffiliated customers | |||||||||||
Total revenues | 51,595 | 48,648 | 48,249 | ||||||||
United States | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Long-lived assets | 9,800 | 6,200 | 9,800 | 6,200 | |||||||
Revenues from unaffiliated customers | |||||||||||
Total revenues | 142,452 | 144,842 | 152,830 | ||||||||
Japan | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Long-lived assets | $ 900 | $ 900 | 900 | 900 | |||||||
Revenues from unaffiliated customers | |||||||||||
Total revenues | $ 41,843 | $ 39,390 | $ 36,343 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies - Revenues by Major Products (Details) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018USD ($)product_line | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | |
Revenue from External Customer [Line Items] | |||
Number of product lines | product_line | 2 | ||
Revenues | $ 203,204 | $ 199,489 | $ 206,540 |
Revenues percentage | 100.00% | 100.00% | 100.00% |
Product Concentration Risk | Sale Revenues, Gross | |||
Revenue from External Customer [Line Items] | |||
Concentration risk, percentage | 76.60% | 77.90% | 77.90% |
Protandim® product line | |||
Revenue from External Customer [Line Items] | |||
Revenues | $ 133,923 | $ 130,873 | $ 128,019 |
Revenues percentage | 65.90% | 65.60% | 62.00% |
TrueScience® product line | |||
Revenue from External Customer [Line Items] | |||
Revenues | $ 21,665 | $ 24,440 | $ 32,914 |
Revenues percentage | 10.70% | 12.30% | 15.90% |
Other | |||
Revenue from External Customer [Line Items] | |||
Revenues | $ 47,616 | $ 44,176 | $ 45,607 |
Revenues percentage | 23.40% | 22.10% | 22.10% |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Accumulated depreciation | $ (9,321) | $ (9,301) | |
Total property and equipment, net | 6,587 | 3,127 | |
Depreciation expense | 1,200 | 1,500 | $ 1,800 |
Equipment (includes computer hardware and software) | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 10,504 | 7,420 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 1,592 | 1,536 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 3,761 | 3,421 | |
Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 51 | $ 51 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||
Total intangible assets, net | $ 1,115 | $ 1,247 | |
Amortization of intangible assets | $ 100 | 100 | $ 100 |
Definite-lived intangible assets weighted-average amortization period | 6 years 9 months | ||
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | |||
2,019 | $ 100 | ||
2,020 | 100 | ||
2,021 | 100 | ||
2,022 | 100 | ||
2,023 | 100 | ||
Patent costs | |||
Finite-Lived Intangible Assets [Line Items] | |||
Patent costs | 2,330 | 2,330 | |
Accumulated amortization | (1,460) | (1,328) | |
Total definite-lived intangible assets, net | 870 | 1,002 | |
Trademark costs | |||
Finite-Lived Intangible Assets [Line Items] | |||
Trademarks and other indefinite-lived intangible assets | $ 245 | $ 245 |
Other Accrued Expenses (Details
Other Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Payables and Accruals [Abstract] | ||
Accrued incentive compensation | $ 2,868 | $ 1,151 |
Accrued other expenses | 2,087 | 2,853 |
Other taxes payable | 1,884 | 1,517 |
Accrued incentives and promotions to distributors | 1,366 | 988 |
Deferred revenue | 1,107 | 1,743 |
Accrued payroll and other employee expenses | 1,095 | 1,201 |
Total other accrued expenses | $ 10,407 | $ 9,453 |
Long-Term Debt - Narrative (De
Long-Term Debt - Narrative (Details) | 12 Months Ended | ||
Jun. 30, 2018USD ($) | May 04, 2018USD ($) | Mar. 30, 2016USD ($) | |
March 2016 Term Loan | Secured Debt | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 10,000,000 | ||
Frequency of periodic payment | quarterly | ||
Periodic principal payment | $ 500,000 | ||
Fixed interest rate | 5.68% | 4.93% | |
Fixed charge coverage ratio | 1.25 | 1.50 | |
Minimum working capital | $ 8,000,000 | $ 5,000,000 | |
Total liabilities to tangible net worth ratio | 3 | ||
March 2016 Revolving Loan | Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 2,000,000 |
Long-Term Debt - Future Princi
Long-Term Debt - Future Principal Payments (Details) $ in Thousands | Jun. 30, 2018USD ($) |
Debt Disclosure [Abstract] | |
2,019 | $ 2,000 |
2,020 | 2,000 |
2,021 | 1,500 |
Total debt | $ 5,500 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | Nov. 27, 2017 | |
Class of Stock [Line Items] | ||||
Repurchase common stock amount authorized | $ 5,000,000 | |||
Stock repurchased during period (in shares) | 300,000 | |||
Payments for repurchase of common stock | $ 1,500,000 | $ 0 | $ 0 | |
Remaining authorized amount of common stock repurchase program | $ 3,500,000 | |||
Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock issued (in shares) | 21,000 | 76,000 | 52,000 | |
Restricted common stock to employees (in shares) | 190,000 | 166,000 | 76,000 | |
Shares canceled or surrendered as payment of tax withholding (shares) | 66,000 | 38,000 | 58,000 | |
Stock repurchased during period (in shares) | 304,000 |
Share-Based Compensation - Nar
Share-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | Feb. 02, 2018shares | Jul. 01, 2014Vesting_Installlment | Sep. 27, 2010$ / sharesshares | Nov. 21, 2006$ / sharesshares | Jun. 30, 2018USD ($)$ / sharesshares | Jun. 30, 2017USD ($)shares | Jun. 30, 2016USD ($)shares | Dec. 29, 2017$ / shares | Jun. 30, 2015shares |
Equity Incentive Plans | |||||||||
Share price (in dollars per share) | $ / shares | $ 4.76 | ||||||||
Stock-Based Compensation | |||||||||
Stock based compensation | $ | $ 2,990 | $ 2,315 | $ 1,966 | ||||||
Stock-based compensation awards classified as a liability settled in cash | $ | $ 200 | $ 700 | $ 700 | ||||||
Options granted (in shares) | 0 | ||||||||
Phantom Units | |||||||||
Stock-Based Compensation | |||||||||
Shares granted (in shares) | 170,000 | ||||||||
Shares vested (in shares) | 0 | ||||||||
Number of units outstanding (in shares) | 170,000 | 0 | 0 | ||||||
Restricted Stock | |||||||||
Stock-Based Compensation | |||||||||
Shares granted (in shares) | 190,000 | 156,000 | 60,000 | ||||||
Shares vested (in shares) | 355,000 | 88,000 | 40,000 | ||||||
Number of units outstanding (in shares) | 109,000 | 277,000 | 231,000 | 250,000 | |||||
Employee Stock Option | |||||||||
Equity Incentive Plans | |||||||||
Vesting period of Long-Term Incentive Plan | 3 years | ||||||||
Company's common stock purchased in aggregate (in shares) | 730,000 | 310,000 | 383,000 | 462,000 | |||||
Stock-Based Compensation | |||||||||
Options granted (in shares) | 461,000 | 0 | 0 | ||||||
Performance Restricted Stock Units | |||||||||
Equity Incentive Plans | |||||||||
Vesting period of Long-Term Incentive Plan | 3 years | 3 years | |||||||
Stock-Based Compensation | |||||||||
Shares granted (in shares) | 0 | 420,000 | 848,000 | ||||||
Distribution period following performance period | 30 days | ||||||||
Shares vested (in shares) | 0 | 10,000 | 15,000 | ||||||
Number of units outstanding (in shares) | 630,000 | 762,000 | 463,000 | 115,000 | |||||
Company's TSR Compared to a Matrix | Performance Restricted Stock Units | |||||||||
Stock-Based Compensation | |||||||||
Vesting right percentage | 50.00% | ||||||||
Company's TSR Compared to Vanguard Russell 2000 Exchange Trade Fund | Performance Restricted Stock Units | |||||||||
Stock-Based Compensation | |||||||||
Vesting right percentage | 50.00% | ||||||||
Minimum | Performance Restricted Stock Units | |||||||||
Stock-Based Compensation | |||||||||
Distribution percentage of target number of Performance Stock Units | 0.00% | ||||||||
Maximum | Performance Restricted Stock Units | |||||||||
Stock-Based Compensation | |||||||||
Distribution percentage of target number of Performance Stock Units | 200.00% | ||||||||
2007 Long-Term Incentive Plan | |||||||||
Equity Incentive Plans | |||||||||
Maximum common stock issued under Long-Term Incentive Plan (in shares) | 1,428,571 | ||||||||
Contractual term of stock options granted | 10 years | ||||||||
2007 Long-Term Incentive Plan | Minimum | |||||||||
Equity Incentive Plans | |||||||||
Right to purchase common stock, minimum price (dollars per share) | $ / shares | $ 1.47 | ||||||||
Vesting period of Long-Term Incentive Plan | 1 year | ||||||||
2007 Long-Term Incentive Plan | Maximum | |||||||||
Equity Incentive Plans | |||||||||
Right to purchase common stock, minimum price (dollars per share) | $ / shares | $ 10.50 | ||||||||
Vesting period of Long-Term Incentive Plan | 3 years | ||||||||
Company's common stock purchased in aggregate (in shares) | 200,000 | ||||||||
2010 Long-Term Incentive Plan | |||||||||
Equity Incentive Plans | |||||||||
Maximum common stock issued under Long-Term Incentive Plan (in shares) | 475,000 | 1,500,000 | |||||||
Contractual term of stock options granted | 10 years | ||||||||
Company's common stock purchased in aggregate (in shares) | 100,000 | ||||||||
2010 Long-Term Incentive Plan | Restricted Stock | |||||||||
Stock-Based Compensation | |||||||||
Unrecognized compensation cost | $ | $ 2,700 | ||||||||
Period for recognition of unrecognized compensation cost | 1 year 6 months 25 days | ||||||||
2010 Long-Term Incentive Plan | Minimum | |||||||||
Equity Incentive Plans | |||||||||
Right to purchase common stock, minimum price (dollars per share) | $ / shares | $ 5.60 | ||||||||
Vesting period of Long-Term Incentive Plan | 1 year | ||||||||
2010 Long-Term Incentive Plan | Maximum | |||||||||
Equity Incentive Plans | |||||||||
Right to purchase common stock, minimum price (dollars per share) | $ / shares | $ 20.09 | ||||||||
Vesting period of Long-Term Incentive Plan | 4 years | ||||||||
2017 Long-Term Incentive Plan | |||||||||
Equity Incentive Plans | |||||||||
Maximum common stock issued under Long-Term Incentive Plan (in shares) | 1,550,000 | 1,500,000 | |||||||
Vesting period of Long-Term Incentive Plan | 3 years | ||||||||
Company's common stock purchased in aggregate (in shares) | 500,000 | ||||||||
Number of additional shares authorized | 425,000 | ||||||||
Exercise price of outstanding stock options (in dollars per share) | $ / shares | $ 4.44 | ||||||||
2017 Long Term Incentive Plan Excluding 2010 Long Term Incentive Plan | |||||||||
Equity Incentive Plans | |||||||||
Maximum common stock issued under Long-Term Incentive Plan (in shares) | 1,075,000 | ||||||||
2014 Performance Incentive Plan | |||||||||
Equity Incentive Plans | |||||||||
Number of vesting installments | Vesting_Installlment | 3 | ||||||||
Vesting period of Long-Term Incentive Plan | 3 years |
Share-Based Compensation - Val
Share-Based Compensation - Valuation Assumptions (Details) - $ / shares | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average grant date fair value (in dollars per share) | $ 2.25 | ||
Risk-free interest rate | 2.30% | ||
Expected volatility - Company | 59.00% | ||
Total measurement period (years) | 4 years 8 months 12 days | ||
Performance Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average grant date fair value (in dollars per share) | $ 0 | $ 4.69 | $ 12.30 |
Risk-free interest rate | 1.50% | 1.30% | |
Dividend yield | 0.00% | 0.00% | |
Expected volatility - Company | 62.00% | 55.50% | |
Expected volatility - peer company | 17.10% | 15.70% | |
Total measurement period (years) | 2 years 9 months | 3 years | |
Phantom Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average grant date fair value (in dollars per share) | $ 0.40 | ||
Minimum | Phantom Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 2.10% | ||
Expected volatility - Company | 56.20% | ||
Total measurement period (years) | 6 months | ||
Maximum | Phantom Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 2.30% | ||
Expected volatility - Company | 57.00% | ||
Total measurement period (years) | 9 months 18 days |
Share-Based Compensation - Sto
Share-Based Compensation - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Summary of Stock Option Activity (shares) | |||
Options, Granted (in shares) | 0 | ||
Employee Stock Option | |||
Summary of Stock Option Activity (shares) | |||
Options, Outstanding beginning balance (in shares) | 310,000 | 383,000 | 462,000 |
Options, Granted (in shares) | 461,000 | 0 | 0 |
Options, Exercised (in shares) | (21,000) | (4,000) | (46,000) |
Options, Forfeited (in shares) | (20,000) | (62,000) | (33,000) |
Options, Expired or canceled (in shares) | 0 | (7,000) | 0 |
Options, Outstanding ending balance (in shares) | 730,000 | 310,000 | 383,000 |
Weighted Average Exercise Price (dollars per share) | |||
Weighted average exercise price, Outstanding beginning balance (dollars per share) | $ 6.35 | $ 7.28 | $ 7.87 |
Weighted average exercise price, Granted (dollars per share) | 4.44 | 0 | 0 |
Weighted average exercise price, Exercised (dollars per share) | 2.96 | 4.14 | 5.66 |
Weighted average exercise price, Forfeited (dollars per share) | 16.26 | 12.64 | 17.85 |
Weighted average exercise price, Expired or canceled (dollars per share) | 0 | 2.45 | 0 |
Weighted average exercise price, Outstanding ending balance (dollars per share) | $ 4.96 | $ 6.35 | $ 7.28 |
Weighted Average Remaining Contractual Term | |||
Weighted average remaining contractual term, Outstanding | 6 years 8 months 10 days | ||
Additional Disclosures | |||
Options, Exercisable (shares) | 268,000 | ||
Weighted average exercise price, Exercisable (dollars per share) | $ 5.86 | ||
Weighted average remaining contractual term, Exercisable | 1 year 8 months 12 days | ||
Aggregate intrinsic value, Exercised | $ 33 | $ 17 | $ 209 |
Aggregate intrinsic value, Outstanding ending balance | 1,310 | ||
Aggregate intrinsic value, Exercisable | $ 420 |
Share-Based Compensation - Res
Share-Based Compensation - Restricted Shares (Details) - Restricted Shares - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Shares outstanding beginning period (in shares) | 277 | 231 | 250 |
Shares granted (in shares) | 190 | 156 | 60 |
Shares vested (in shares) | (355) | (88) | (40) |
Shares forfeited (in shares) | (3) | (22) | (39) |
Shares outstanding ending period (in shares) | 109 | 277 | 231 |
Vested shares (in shares) | 0 | 0 | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Weighted average grant date fair value, beginning period (dollars per share) | $ 4.98 | $ 6.24 | $ 9.36 |
Weighted average grant date fair value, granted (dollars per share) | 4.57 | 5.81 | 5.94 |
Weighted average grant date fair value, vested and issued (dollars per share) | 4.62 | 8.31 | 15.64 |
Weighted average grant date fair value, forfeited (dollars per share) | 5.22 | 10.70 | 16.21 |
Weighted average grant date fair value, ending period (dollars per share) | 5.43 | 4.98 | 6.24 |
Weighted average granted date fair value, vested shares (dollars per share) | $ 0 | $ 0 | $ 0 |
Fair value of vested awards | $ 1.6 | $ 0.7 | $ 0.4 |
Share-Based Compensation - Per
Share-Based Compensation - Performance Restricted Stock Units (Details) - Performance Restricted Stock Units - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Shares outstanding beginning period (in shares) | 762,000 | 463,000 | 115,000 |
Shares granted (in shares) | 0 | 420,000 | 848,000 |
Shares vested (in shares) | 0 | (10,000) | (15,000) |
Shares forfeited (in shares) | (132,000) | (111,000) | (485,000) |
Shares outstanding ending period (in shares) | 630,000 | 762,000 | 463,000 |
Vested shares (in shares) | 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Weighted average grant date fair value, beginning period (dollars per share) | $ 8.51 | $ 13.07 | $ 10.76 |
Weighted average grant date fair value, granted (dollars per share) | 0 | 4.69 | 12.30 |
Weighted average grant date fair value, vested and issued (dollars per share) | 0 | 10.76 | 10.76 |
Weighted average grant date fair value, forfeited (dollars per share) | 7.02 | 12.86 | 11.25 |
Weighted average grant date fair value, ending period (dollars per share) | 8.82 | $ 8.51 | $ 13.07 |
Weighted average granted date fair value, vested shares (dollars per share) | $ 0 | ||
Fair value of vested awards | $ 0.1 | $ 0.1 |
Share-Based Compensation - Cas
Share-Based Compensation - Cash-Settled Performance Units (Details) - Cash-Settled Performance Units - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Shares outstanding beginning period (in shares) | 32 | 51 | 0 |
Shares granted (in shares) | 87 | 95 | 77 |
Shares vested (in shares) | (32) | (25) | (13) |
Shares forfeited (in shares) | (29) | (89) | (13) |
Shares outstanding ending period (in shares) | 58 | 32 | 51 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Weighted average grant date fair value, granted (dollars per share) | $ 4.65 | $ 13.17 | $ 8.47 |
Weighted average grant date fair value, vested and issued (dollars per share) | 0 | 0 | 0 |
Weighted average grant date fair value, forfeited (dollars per share) | $ 6.48 | $ 12.43 | $ 8.30 |
Fair value of vested awards | $ 0.2 | $ 0.1 | $ 0.2 |
Payments made to settle vested performance share units | $ 0.2 | $ 0.2 | $ 0.1 |
Share-Based Compensation - C50
Share-Based Compensation - Cash-Settled Phantom Units (Details) - Phantom Units - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Shares outstanding beginning period (in shares) | 0 | 0 |
Shares granted (in shares) | 170,000 | |
Shares vested (in shares) | 0 | |
Shares forfeited (in shares) | 0 | |
Shares outstanding ending period (in shares) | 170,000 | 0 |
Weighted average remaining contractual term, Outstanding | 6 months | |
Aggregate intrinsic value, Outstanding ending balance | $ 273 |
Share-Based Compensation - Sum
Share-Based Compensation - Summary of Warrants (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Outstanding warrants (in shares) | 0 | ||
Warrants | |||
Summary of the warrants issued | |||
Outstanding and exercisable, Beginning balance (in shares) | 0 | 80,000 | 87,000 |
Issued (in shares) | 0 | 0 | 0 |
Canceled (in shares) | 0 | 0 | 0 |
Exercised (in shares) | 0 | (80,000) | (7,000) |
Expired (in shares) | 0 | 0 | 0 |
Outstanding and exercisable, Ending balance (in shares) | 0 | 0 | 80,000 |
Warrants - Derivative Liability | |||
Summary of the warrants issued | |||
Warrants classified as derivative liabilities | $ 0 | $ 0 | $ 0 |
Other Expense, Net (Details)
Other Expense, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Other Income and Expenses [Abstract] | |||
Foreign currency transaction loss, net | $ (92) | $ (182) | $ (11) |
Loss on settlement of forward contract | (175) | (292) | (212) |
Loss on disposal of fixed assets | (6) | (12) | (1,186) |
Write-off of intangible assets | 0 | (350) | 0 |
Other expense, net | (46) | (133) | 0 |
Total other expense, net | $ (319) | $ (969) | $ (1,409) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) $ in Thousands | 12 Months Ended |
Jun. 30, 2018USD ($) | |
Operating Loss Carryforwards [Line Items] | |
Revalue of Deferred Tax Assets for the Corporate Tax Rate Change | $ 1,419 |
Tax benefit from settlement of stock based awards | 500 |
State and Local Jurisdiction | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 8,200 |
Foreign Tax Authority | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | $ 1,000 |
Income Taxes - Income Tax Expe
Income Taxes - Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Before Income Taxes: | |||
Domestic | $ 8,234 | $ 1,642 | $ 7,518 |
International | 1,315 | 1,268 | 1,166 |
Income / (Loss) Before Income Taxes | 9,549 | 2,910 | 8,684 |
Current Taxes: | |||
Federal | 2,413 | 1,324 | 4,180 |
State | 407 | 137 | 561 |
Foreign | 150 | 510 | 455 |
Total Current Income Tax Provision | 2,970 | 1,971 | 5,196 |
Deferred Taxes: | |||
Federal | 377 | (473) | (2,326) |
State | 59 | (21) | (105) |
Foreign | 381 | (175) | (187) |
Total Deferred Income Tax Provision | 817 | (669) | (2,618) |
Net Income Tax Provision | $ 3,787 | $ 1,302 | $ 2,578 |
Income Taxes - Effective Incom
Income Taxes - Effective Income tax Rate (Details) | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
The effective income tax rate differs from the U.S. Federal statutory income tax rate | |||
Federal statutory income tax rate | 28.00% | 34.00% | 35.00% |
State income taxes, net of federal benefit | 2.50% | 5.90% | 2.80% |
Foreign tax rate difference | 1.60% | (4.60%) | (2.30%) |
Tax return to provision true-up | (7.40%) | 0.60% | 0.70% |
Other differences | 0.20% | (2.10%) | 0.00% |
Revalue of deferred for change in federal tax rate | 14.90% | 0.00% | 0.00% |
Permanent differences: | |||
— stock based compensation | 0.70% | 4.60% | 0.90% |
— domestic production activities deduction | (1.50%) | (3.30%) | (4.40%) |
— tax credits | (1.30%) | (0.90%) | (0.70%) |
— meals and entertainment | 0.90% | 3.40% | 1.00% |
— penalties | 0.10% | 1.50% | 0.00% |
— other | 0.90% | 4.30% | (3.90%) |
Change in valuation allowance | 0.10% | 1.30% | 0.60% |
Net income tax provision | 39.70% | 44.70% | 29.70% |
Income Taxes - Deferred Tax As
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Deferred tax assets: | ||
Federal, state, and foreign net operating loss carryovers | $ 574 | $ 536 |
Stock option compensation | 1,367 | 1,531 |
Accrued vacation, allowance for returns, bonuses & other | 2,615 | 3,173 |
Gross deferred tax asset | 4,556 | 5,240 |
Deferred tax liabilities: | ||
Patents and trademarks | (145) | (253) |
Property & equipment | (823) | (588) |
Other | (13) | 0 |
Gross deferred tax liabilities | (981) | (841) |
Less: valuation allowance | (320) | (312) |
Deferred tax assets, net | $ 3,255 | $ 4,087 |
Income Taxes - Impact of 2017 T
Income Taxes - Impact of 2017 Tax Act (Details) $ in Thousands | 12 Months Ended |
Jun. 30, 2018USD ($) | |
Income Tax Disclosure [Abstract] | |
Revalue of Deferred Tax Assets for the Corporate Tax Rate Change | $ 1,419 |
Deemed Repatriation Tax on All Untaxed Offshore Earnings | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Future minimum lease payments under the non-cancelable leases | |||
2,019 | $ 2,815 | ||
2,020 | 2,837 | ||
2,021 | 1,589 | ||
2,022 | 1,379 | ||
2,023 | 1,423 | ||
Thereafter | 968 | ||
Total future minimum lease payments | 11,011 | ||
Rent expense | $ 2,700 | $ 2,500 | $ 2,300 |
Commitments and Contingencies59
Commitments and Contingencies - Legal Accruals (Details) | Oct. 11, 2016lawsuit |
Johnson and Rupp vs Jensen | Pending Litigation | Alleged Breached Fiduciary Duties | |
Loss Contingencies [Line Items] | |
Number of shareholder derivative actions | 2 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Real Salt Lake | Partnership Terms | |||
Related Party Transaction [Line Items] | |||
Related party transaction, amount of transaction | $ 4,000,000 | $ 2,200,000 | $ 2,800,000 |
Dinng | Branding and Marketing Services | |||
Related Party Transaction [Line Items] | |||
Related party transaction, amount of transaction | 0 | 500,000 | 500,000 |
Outhink Inc | Consulting Services | |||
Related Party Transaction [Line Items] | |||
Related party transaction, amount of transaction | 100,000 | ||
Gig Economy Group | Software Application Development Services | |||
Related Party Transaction [Line Items] | |||
Related party transaction, amount of transaction | $ 3,000,000 | $ 400,000 | $ 0 |
Interim Financial Results (Un61
Interim Financial Results (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Summary of selected quarterly financial information | |||||||||||
Revenue, net | $ 54,033 | $ 50,562 | $ 49,482 | $ 49,127 | $ 50,641 | $ 45,007 | $ 48,947 | $ 54,894 | $ 203,204 | $ 199,489 | $ 206,540 |
Gross profit | 45,962 | 41,641 | 40,365 | 40,388 | 41,750 | 36,774 | 41,447 | 46,062 | 168,356 | 166,033 | 172,608 |
Net income | $ 2,992 | $ 1,635 | $ 317 | $ 817 | $ 84 | $ 61 | $ 283 | $ 1,180 | $ 5,761 | $ 1,608 | $ 6,106 |
Per common share: | |||||||||||
Net income per share, basic (dollars per share) | $ 0.20 | $ 0.12 | $ 0.02 | $ 0.06 | $ 0.01 | $ 0 | $ 0.02 | $ 0.09 | $ 0.41 | $ 0.12 | $ 0.44 |
Net income per share, diluted (dollars per share) | $ 0.21 | $ 0.12 | $ 0.02 | $ 0.06 | $ 0.01 | $ 0 | $ 0.02 | $ 0.08 | $ 0.41 | $ 0.11 | $ 0.42 |