Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Apr. 21, 2017 | |
Document And Entity Information | ||
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Entity Registrant Name | NATURAL HEALTH TRENDS CORP. | |
Entity Central Index Key | 912,061 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Common Stock, Shares Outstanding (in shares) | 11,341,890 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 134,672 | $ 125,921 |
Inventories | 9,170 | 11,257 |
Other current assets | 2,687 | 4,066 |
Total current assets | 146,529 | 141,244 |
Property and equipment, net | 1,330 | 1,388 |
Goodwill | 1,764 | 1,764 |
Restricted cash | 2,992 | 2,963 |
Other assets | 776 | 692 |
Total assets | 153,391 | 148,051 |
Current liabilities: | ||
Accounts payable | 2,085 | 2,145 |
Income taxes payable | 2,464 | 663 |
Accrued commissions | 13,196 | 13,611 |
Other accrued expenses | 12,048 | 14,989 |
Deferred revenue | 4,301 | 4,948 |
Amounts held in eWallets | 20,261 | 19,165 |
Other current liabilities | 1,954 | 1,633 |
Total current liabilities | 56,309 | 57,154 |
Deferred Tax Liabilities, Net, Noncurrent | 266 | 268 |
Long-term incentive | 7,720 | 8,190 |
Total liabilities | 64,295 | 65,612 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, $0.001 par value; 50,000,000 shares authorized; 12,979,414 shares issued at March 31, 2017 and December 31, 2016 | 13 | 13 |
Additional paid-in capital | 86,657 | 86,574 |
Retained earnings | 43,992 | 38,548 |
Accumulated other comprehensive loss | (996) | (807) |
Treasury stock, at cost; 1,637,524 and 1,692,218 shares at March 31, 2017 and December 31, 2016, respectively | (40,570) | (41,889) |
Total stockholders’ equity | 89,096 | 82,439 |
Total liabilities and stockholders’ equity | $ 153,391 | $ 148,051 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 12,979,414 | 12,979,414 |
Treasury stock, shares | 1,637,524 | 1,692,218 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Net sales | $ 59,874 | $ 74,346 |
Cost of sales | 11,245 | 14,280 |
Gross profit | 48,629 | 60,066 |
Operating expenses: | ||
Commissions expense | 25,965 | 35,086 |
Selling, general and administrative expenses | 9,536 | 10,904 |
Depreciation and amortization | 136 | 89 |
Total operating expenses | 35,637 | 46,079 |
Income from operations | 12,992 | 13,987 |
Other income (expense), net | 156 | (24) |
Income before income taxes | 13,148 | 13,963 |
Income tax provision | 2,723 | 2,683 |
Net income | $ 10,425 | $ 11,280 |
Net income per common share: | ||
Basic (in dollars per share) | $ 0.93 | $ 0.96 |
Earnings Per Share, Diluted | $ 0.93 | $ 0.95 |
Weighted-average number of common shares outstanding: | ||
Basic (in shares) | 11,229 | 11,773 |
Diluted (in shares) | 11,251 | 11,817 |
Cash dividends declared per share: | ||
Common (in dollars per share) | $ 0.44 | $ 0.05 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 10,425 | $ 11,280 |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation adjustment | 76 | 52 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax | (258) | 0 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (182) | 52 |
Unrealized (losses) gains on available-for-sale securities | (7) | 8 |
Comprehensive income | $ 10,236 | $ 11,340 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 10,425 | $ 11,280 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 136 | 89 |
Stock-based compensation | 9 | 74 |
Cumulative Translation Adjustment Realized In Net Income | (258) | 0 |
Changes in assets and liabilities: | ||
Inventories | 2,091 | 189 |
Other current assets | 1,419 | (45) |
Other assets | (62) | 5 |
Accounts payable | (61) | (840) |
Income taxes payable | 1,798 | 2,620 |
Accrued commissions | (428) | (2,923) |
Other accrued expenses | (1,555) | 925 |
Deferred revenue | (647) | 2,445 |
Amounts held in eWallets | 1,138 | 280 |
Other current liabilities | 314 | (157) |
Long-term incentive | (508) | (120) |
Net cash provided by operating activities | 13,811 | 13,822 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (72) | (240) |
Net cash used in investing activities | (72) | (240) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repurchase of common stock | 0 | (18,319) |
Dividends paid | (4,981) | (576) |
Net cash used in financing activities | (4,981) | (18,895) |
Effect of exchange rates on cash and cash equivalents | (7) | 30 |
Net increase (decrease) in cash and cash equivalents | 8,751 | (5,283) |
CASH AND CASH EQUIVALENTS, beginning of period | 125,921 | 104,914 |
CASH AND CASH EQUIVALENTS, end of period | 134,672 | 99,631 |
SUPPLEMENTAL DISCLOSURES OF OTHER CASH FLOW INFORMATION: | ||
Issuance of treasury stock for employee awards, net | $ 1,393 | $ 0 |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | NATURE OF OPERATIONS, BASIS OF PRESENTATION AND CONSOLIDATION Nature of Operations Natural Health Trends Corp. (the “Company”), a Delaware corporation, is an international direct-selling and e-commerce company headquartered in Rolling Hills Estates, California. Subsidiaries controlled by the Company sell personal care, wellness, and “quality of life” products under the “NHT Global” brand. The Company’s wholly-owned subsidiaries have an active physical presence in the following markets: North America, which consists of the United States, Canada, Cayman Islands, and Mexico; Greater China, which consists of Hong Kong, Taiwan and China; Southeast Asia, which consists of Singapore, Malaysia and Vietnam; South Korea; Japan; Europe and Peru. The Company also operates in Russia and Kazakhstan through an engagement with a local service provider. Basis of Presentation The unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. As a result, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. In the opinion of management, the accompanying unaudited interim consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company’s financial information for the interim periods presented. The results of operations of any interim period are not necessarily indicative of the results of operations to be expected for the fiscal year. These consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s 2016 Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (SEC) on March 10, 2017. Principles of Consolidation |
NET INCOME PER COMMON SHARE NET
NET INCOME PER COMMON SHARE NET INCOME PER COMMON SHARE | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | NET INCOME PER COMMON SHARE Diluted net income per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. The dilutive effect of non-vested restricted stock is reflected by application of the treasury stock method. Under the treasury stock method, the amount of compensation cost for future service that the Company has not yet recognized and the amount of tax benefit that would be recorded in additional paid-in capital when the award becomes deductible are assumed to be used to repurchase shares. The following tables illustrates the computation of basic and diluted net income per common share for the periods indicated (in thousands, except per share data): Three Months Ended March 31, 2017 2016 Income (Numerator) Shares (Denominator) Per Share Amount Income (Numerator) Shares (Denominator) Per Share Amount Basic net income per common share: Net income available to common stockholders $ 10,425 11,229 $ 0.93 $ 11,280 11,773 $ 0.96 Effect of dilutive securities: Non-vested restricted stock — 22 — 44 Diluted net income per common share: Net income available to common stockholders plus assumed conversions $ 10,425 11,251 $ 0.93 $ 11,280 11,817 $ 0.95 |
FAIR VALUE MEASUREMENTS (Notes)
FAIR VALUE MEASUREMENTS (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | FAIR VALUE MEASUREMENTS As of March 31, 2017 , cash and cash equivalents include the Company’s investments in debt securities, comprising municipal notes and bonds and corporate debt, money market funds and time deposits. The Company considers all highly liquid investments with original maturities of three months or less when purchased and have insignificant interest rate risk to be cash equivalents. Debt securities classified as cash equivalents are required to be accounted for in accordance with ASC 320, Investments - Debt and Equity Securities . As such, the Company determined its investments in debt securities held at March 31, 2017 should be classified as available-for-sale and are carried at fair value with unrealized gains and losses reported in accumulated other comprehensive income in stockholders’ equity. The cost of debt securities is adjusted for amortization of premiums and discounts to maturity. This amortization is included in other income. Realized gains and losses, as well as interest income, are also included in other income. The fair values of securities are based on quoted market prices. The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, accounts payable and accrued expenses, approximate fair value because of their short maturities. The carrying amount of the noncurrent restricted cash approximates fair value since, absent the restrictions, the underlying assets would be included in cash and cash equivalents. The Company's cash equivalents are valued based on level 1 inputs which consist of quoted prices in active markets. Accounting standards permit companies, at their option, to choose to measure many financial instruments and certain other items at fair value. The Company has elected to not fair value existing eligible items. Available-for-sale investments included in cash equivalents at the end of each period were as follows (in thousands): March 31, 2017 December 31, 2016 Adjusted Cost Gross Unrealized Losses Fair Value Adjusted Cost Gross Unrealized Losses Fair Value Municipal bonds and notes $ 6,143 $ — $ 6,143 $ 43,490 $ — $ 43,490 Corporate debt securities 15,561 (9 ) 15,552 1,673 (2 ) 1,671 Financial institution instruments 48,755 — 48,755 28,307 — 28,307 Total available-for-sale investments $ 70,459 $ (9 ) $ 70,450 $ 73,470 $ (2 ) $ 73,468 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | . STOCKHOLDERS’ EQUITY Dividends On January 24, 2017, the Board of Directors declared a cash dividend of $0.09 and a special cash dividend of $0.35 on each share of common stock outstanding. Such dividends were paid on March 3, 2017 to stockholders of record on February 21, 2017. Payment of any future dividends on shares of common stock will be at the discretion of the Company’s Board of Directors. Stock Repurchases On January 12, 2016, the Board of Directors authorized an increase to the Company’s stock repurchase program first approved on July 28, 2015 from $15.0 million to $70.0 million . Repurchases are expected to be executed to the extent that the Company’s earnings and cash-on-hand allow, and will be made in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Exchange Act. For all or a portion of the authorized repurchase amount, the Company may enter into one or more plans that are compliant with Rule 10b5-1 of the Exchange Act that are designed to facilitate these purchases. The stock repurchase program does not require the Company to acquire a specific number of shares, and may be suspended from time to time or discontinued. As of March 31, 2017 , $32.0 million of the $70.0 million stock repurchase program approved on July 28, 2015 and increased on January 12, 2016 remained available for future purchases, inclusive of related estimated income tax. Restricted Stock Stock-based compensation expense totaled $8,700 and $74,000 for the three months ended March 31, 2017 and 2016 , respectively. During March 2016, the Company modified the vesting feature of an award granted to a director who decided to not stand for re-election at the Company’s 2016 annual meeting of stockholders. The modification of the award resulted in an additional $64,000 in stock-based compensation expense for the three months ended March 31, 2016. At the Company’s annual meeting of stockholders held on April 7, 2016, the Company’s stockholders approved the Natural Health Trends Corp. 2016 Equity Incentive Plan (the “2016 Plan”) to replace its 2007 Equity Incentive Plan. The 2016 Plan allows for the grant of various equity awards including incentive stock options, non-statutory options, stock, stock units, stock appreciation rights and other similar equity-based awards to the Company’s employees, officers, non-employee directors, contractors, consultants and advisors of the Company. Up to 2,500,000 shares of the Company’s common stock (subject to adjustment under certain circumstances) may be issued pursuant to awards granted. At March 31, 2017 , 2,393,873 shares remained available for issuance under the 2016 Plan. On January 24, 2017, the Company granted 56,260 shares of restricted common stock under the 2016 Plan to certain employees for the purpose of further aligning their interest with those of its stockholders and settling fiscal 2016 performance incentives totaling $1.4 million . The shares vest on a quarterly basis over three years and are subject to forfeiture in the event of the employee’s termination of service to the Company under specified circumstances. The following table summarizes the Company’s restricted stock activity under the 2016 Plan: Shares Wtd. Avg. Price at Date of Issuance Nonvested at December 31, 2016 38,256 $ 34.13 Granted 56,260 25.44 Vested (8,834 ) 29.58 Forfeited (1,148 ) 28.55 Nonvested at March 31, 2017 84,534 28.90 The following table summarizes the Company’s other restricted stock activity: Shares Wtd. Avg. Price at Date of Issuance Nonvested at December 31, 2016 22,348 $ 12.15 Granted — — Vested (5,485 ) 12.15 Forfeited (418 ) 12.28 Nonvested at March 31, 2017 16,445 12.15 As of March 31, 2017 , total unrecognized stock-based compensation expense related to non-vested restricted stock was $29,000 , which is expected to be recognized over a weighted-average period of 0.7 years . Accumulated Other Comprehensive Loss The changes in accumulated other comprehensive loss by component for the first three months of 2017 were as follows (in thousands): Foreign Currency Translation Adjustment Unrealized Losses on Available-For-Sale Investments Total Balance, December 31, 2016 $ (805 ) $ (2 ) $ (807 ) Other comprehensive income (loss) 76 (7 ) 69 Amounts reclassified out of accumulated other comprehensive loss (258 ) — (258 ) Balance, March 31, 2017 $ (987 ) $ (9 ) $ (996 ) |
INCOME TAXES INCOME TAXES
INCOME TAXES INCOME TAXES | 3 Months Ended |
Mar. 31, 2017 | |
INCOME TAXES [Abstract] | |
Income Tax, Policy [Policy Text Block] | INCOME TAXES As a result of capital return activities approved by the Board of Directors during the first quarter of 2016 and anticipated future capital return activities, the Company determined that a portion of its current undistributed foreign earnings are no longer deemed reinvested indefinitely by its non-U.S. subsidiaries. The Company repatriated $19.8 million to the U.S. during the three months ended March 31, 2016, part of which was offset by U.S. net operating losses. Accordingly, the deferred tax liability previously established for undistributed foreign earnings up to its existing U.S. net operating losses was reduced. The excess amount repatriated during the year ended December 31, 2016 was generated from current foreign earnings. The Company will continue to periodically reassess the needs of its foreign subsidiaries and update its indefinite reinvestment assertion as necessary. To the extent that additional foreign earnings are not deemed permanently reinvested, the Company expects to recognize additional income tax provision at the applicable U.S. corporate tax rate. As of March 31, 2017 , the Company has accrued tax liabilities for earnings that the Company plans to repatriate out of accumulated earnings in future periods. All undistributed earnings in excess of 50% of current earnings on an annual basis are intended to be reinvested indefinitely as of March 31, 2017 . |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Securities Class Action In January 2016, two putative securities class action complaints were filed against the Company and its top executives. On March 29, 2016, the court consolidated these actions, appointed two Lead Plaintiffs, Messrs. Dao and Juan, and appointed the Rosen Law Firm and Levi & Korsinsky LLP as co-Lead Counsel for the purported class. Plaintiffs filed a consolidated complaint on April 29, 2016. The consolidated complaint purports to assert claims on behalf of all persons who purchased or otherwise acquired our common stock between March 6, 2015 and March 15, 2016 under (i) Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder against Natural Health Trends Corp., Chris T. Sharng, and Timothy S. Davidson, and (ii) Section 20(a) of the Securities Exchange Act of 1934 against Chris T. Sharng, Timothy S. Davidson, and George K. Broady. The consolidated complaint alleges, inter alia, that the Company made materially false and misleading statements regarding the legality of its business operations in China, including running an allegedly illegal multi-level marketing business. The consolidated complaint seeks an indeterminate amount of damages, plus interest and costs. The Company filed a motion to dismiss the consolidated complaint on June 15, 2016 and a reply in support of its motion to dismiss on August 22, 2016. On December 5, 2016, the Court denied the Company’s motion to dismiss. On February 17, 2017, the Company filed an answer to the consolidated complaint. The Company believes that these claims are without merit and intends to vigorously defend against them. Shareholder Derivative Claims In February 2016, a purported shareholder derivative complaint was filed in the Superior Court of the State of California, County of Los Angeles: Zhou v. Sharng . In March 2016, a purported shareholder derivative complaint was filed in the United States District Court for the Central District of California: Kleinfeldt v. Sharng (collectively the “Derivative Complaints”). The Derivative Complaints purport to assert claims for breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement and corporate waste against certain of the Company’s officers and directors. The Derivative Complaints also purport to assert fiduciary duty claims based on alleged insider selling and conspiring to enter into several stock repurchase agreements, which allegedly harmed the Company and its assets. The Derivative Complaints allege, inter alia, that the Company made materially false and misleading statements regarding the legality of its business operations in China, including running an allegedly illegal multi-level marketing business, and that certain officers and directors sold common stock on the basis of this allegedly material, adverse non-public information. The Derivative Complaints seek an indeterminate amount of damages, plus interest and costs, as well as various equitable remedies. On February 1, 2017, pursuant to a stipulation among the parties, the Los Angeles Superior Court entered a stay of the Zhou action pending conclusion of the related federal class action in the United States District Court for the Central District of California: Ford v. Natural Health Trends Corp. and Li v. Natural Health Trends Corp . A nearly identical stipulated stay was entered in the Kleinfeldt case on February 8, 2017. The Company believes that these claims are without merit and intends to vigorously defend against them. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS On April 29, 2015, the Company entered into a Royalty Agreement and License with Broady Health Sciences, L.L.C., a Texas limited liability company, (“BHS”) regarding the manufacture and sale of a product called Soothe ™. George K. Broady, a director of the Company and beneficial owner of more than 5% of its outstanding common stock, is owner of BHS. The Company began selling this product in the fourth quarter of 2012 with the permission of BHS. Under the agreement, the Company agreed to pay BHS a royalty of 2.5% of sales revenue in return for the right to manufacture (or have manufactured), market, import, export and sell this product worldwide. Royalties recognized for the three months ended March 31, 2017 and 2016 were $700 and $1,200 , respectively. The Company is not required to purchase any product under the agreement, and the agreement may be terminated at any time on 120 days ’ notice. Otherwise, the agreement terminates March 31, 2020. In February 2013, the Company entered into a Royalty Agreement and License with BHS regarding the manufacture and sale of a product called ReStor™. Under the agreement, the Company agreed to pay BHS a royalty of 2.5% of sales revenue in return for the right to manufacture (or have manufactured), market, import, export and sell this product worldwide, with certain rights being exclusive outside the United States. On April 29, 2015, the Company and BHS amended the Royalty Agreement and License to change the royalty to a price per unit instead of 2.5% of sales revenue. Such provision was effective retroactively to January 1, 2015. Such royalties were $91,000 and $139,000 for the three months ended March 31, 2017 and 2016 , respectively. The Company is not required to purchase any product under the agreement, and the agreement may be terminated at any time on 120 days ’ notice or, under certain circumstances, with no |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | SUBSEQUENT EVENT On April 24, 2017 , the Board of Directors declared a quarterly cash dividend of $0.10 and a special cash dividend of $0.35 on each share of common stock outstanding. Such dividends are payable on May 19, 2017 to stockholders of record on May 9, 2017 |
NATURE OF OPERATIONS, BASIS OF
NATURE OF OPERATIONS, BASIS OF PRESENTATION AND CONSOLIDATION CONSOLIDATION | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | Principles of Consolidation |
ACCOUNTING PRONOUNCEMENTS ACCOU
ACCOUNTING PRONOUNCEMENTS ACCOUNTING PRONOUNCEMENTS | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Recently Issued and Adopted Accounting Pronouncements | ACCOUNTING PRONOUNCEMENTS In November 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-18, Statement of Cash Flows - Restricted Cash , that requires amounts generally described as restricted cash or restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The new standard will be effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, and early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting , that simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The new standard was effective for fiscal years beginning after December 15, 2016, including interim periods within those annual years, and early adoption was permitted. The Company adopted this guidance as of the quarter ended March 31, 2017. The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases , that requires organizations that lease assets, referred to as “lessees”, to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases with lease terms of more than 12 months. ASU 2016-02 will also require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases and will include qualitative and quantitative requirements. The new standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those annual years, and early application is permitted. The Company is currently assessing the impact that this standard will have on its consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes . Under this guidance, entities are required to present deferred tax assets and deferred tax liabilities as noncurrent in a classified balance sheet. This guidance was effective for annual and interim periods beginning after December 15, 2016, with early adoption permitted. Entities were permitted to adopt this guidance either prospectively or retrospectively. The Company elected to early adopt this guidance prospectively as of the quarter ended December 31, 2016. In July 2015, the FASB issued ASU No. 2015-11, Inventory: Simplifying the Measurement of Inventory. Under this guidance, inventory not measured using either the last in, first out (LIFO) or the retail inventory method are to be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable cost of completion, disposal, and transportation. The new standard was effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, with early adoption permitted. The Company adopted this guidance as of the quarter ended March 31, 2017. The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue From Contracts With Customers , that 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. ASU 2014-09 is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. It 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. Entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. In July 2015, the FASB approved the deferral of the effective date for annual reporting periods that begin after December 15, 2017, including interim reporting periods. Early adoption is permitted to the original effective date of December 15, 2016, including interim reporting periods. The Company is currently assessing the impact that this standard will have on its consolidated financial statements. |
NET INCOME PER COMMON SHARE N17
NET INCOME PER COMMON SHARE Net Income Per Common Share (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share, Policy [Policy Text Block] | Diluted net income per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. The dilutive effect of non-vested restricted stock is reflected by application of the treasury stock method. Under the treasury stock method, the amount of compensation cost for future service that the Company has not yet recognized and the amount of tax benefit that would be recorded in additional paid-in capital when the award becomes deductible are assumed to be used to repurchase shares. |
FAIR VALUE MEASUREMENTS (Polici
FAIR VALUE MEASUREMENTS (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Cash and Cash Equivalents, Policy [Policy Text Block] | As of March 31, 2017 , cash and cash equivalents include the Company’s investments in debt securities, comprising municipal notes and bonds and corporate debt, money market funds and time deposits. The Company considers all highly liquid investments with original maturities of three months or less when purchased and have insignificant interest rate risk to be cash equivalents. Debt securities classified as cash equivalents are required to be accounted for in accordance with ASC 320, Investments - Debt and Equity Securities . As such, the Company determined its investments in debt securities held at March 31, 2017 |
Fair Value of Financial Instruments, Policy [Policy Text Block] | The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, accounts payable and accrued expenses, approximate fair value because of their short maturities. The carrying amount of the noncurrent restricted cash approximates fair value since, absent the restrictions, the underlying assets would be included in cash and cash equivalents. The Company's cash equivalents are valued based on level 1 inputs which consist of quoted prices in active markets. |
NET INCOME PER COMMON SHARE N19
NET INCOME PER COMMON SHARE Net Income Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | NET INCOME PER COMMON SHARE Diluted net income per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. The dilutive effect of non-vested restricted stock is reflected by application of the treasury stock method. Under the treasury stock method, the amount of compensation cost for future service that the Company has not yet recognized and the amount of tax benefit that would be recorded in additional paid-in capital when the award becomes deductible are assumed to be used to repurchase shares. The following tables illustrates the computation of basic and diluted net income per common share for the periods indicated (in thousands, except per share data): Three Months Ended March 31, 2017 2016 Income (Numerator) Shares (Denominator) Per Share Amount Income (Numerator) Shares (Denominator) Per Share Amount Basic net income per common share: Net income available to common stockholders $ 10,425 11,229 $ 0.93 $ 11,280 11,773 $ 0.96 Effect of dilutive securities: Non-vested restricted stock — 22 — 44 Diluted net income per common share: Net income available to common stockholders plus assumed conversions $ 10,425 11,251 $ 0.93 $ 11,280 11,817 $ 0.95 |
BALANCE SHEET COMPONENTS Balanc
BALANCE SHEET COMPONENTS Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Balance Sheet Components [Abstract] | |
Schedule of Additional Balance Sheet Components [Table Text Block] | The components of certain balance sheet amounts are as follows (in thousands): March 31, 2017 December 31, 2016 Cash and cash equivalents: Cash $ 64,222 $ 52,453 Cash equivalents 70,450 73,468 $ 134,672 $ 125,921 Other accrued expenses: Sales returns $ 2,229 $ 1,632 Employee-related 7,332 10,541 Warehousing, inventory-related and other 2,487 2,816 $ 12,048 $ 14,989 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Available-for-sale Securities [Table Text Block] | Available-for-sale investments included in cash equivalents at the end of each period were as follows (in thousands): March 31, 2017 December 31, 2016 Adjusted Cost Gross Unrealized Losses Fair Value Adjusted Cost Gross Unrealized Losses Fair Value Municipal bonds and notes $ 6,143 $ — $ 6,143 $ 43,490 $ — $ 43,490 Corporate debt securities 15,561 (9 ) 15,552 1,673 (2 ) 1,671 Financial institution instruments 48,755 — 48,755 28,307 — 28,307 Total available-for-sale investments $ 70,459 $ (9 ) $ 70,450 $ 73,470 $ (2 ) $ 73,468 |
STOCKHOLDERS' EQUITY RESTRICTED
STOCKHOLDERS' EQUITY RESTRICTED STOCK ACTIVITY (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Restricted Stock Activity | The following table summarizes the Company’s restricted stock activity under the 2016 Plan: Shares Wtd. Avg. Price at Date of Issuance Nonvested at December 31, 2016 38,256 $ 34.13 Granted 56,260 25.44 Vested (8,834 ) 29.58 Forfeited (1,148 ) 28.55 Nonvested at March 31, 2017 84,534 28.90 Shares Wtd. Avg. Price at Date of Issuance Nonvested at December 31, 2016 22,348 $ 12.15 Granted — — Vested (5,485 ) 12.15 Forfeited (418 ) 12.28 Nonvested at March 31, 2017 16,445 12.15 |
STOCKHOLDERS' EQUITY ACCUMULATE
STOCKHOLDERS' EQUITY ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | The changes in accumulated other comprehensive loss by component for the first three months of 2017 were as follows (in thousands): Foreign Currency Translation Adjustment Unrealized Losses on Available-For-Sale Investments Total Balance, December 31, 2016 $ (805 ) $ (2 ) $ (807 ) Other comprehensive income (loss) 76 (7 ) 69 Amounts reclassified out of accumulated other comprehensive loss (258 ) — (258 ) Balance, March 31, 2017 $ (987 ) $ (9 ) $ (996 ) |
NET INCOME PER COMMON SHARE N24
NET INCOME PER COMMON SHARE Net Income Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share [Abstract] | ||
Net Income (Loss) Available to Common Stockholders, Basic | $ 10,425 | $ 11,280 |
Weighted Average Number of Shares Outstanding, Basic | 11,229 | 11,773 |
Earnings Per Share, Basic | $ 0.93 | $ 0.96 |
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 22 | 44 |
Net Income (Loss) Available to Common Stockholders, Diluted | $ 10,425 | $ 11,280 |
Weighted Average Number of Shares Outstanding, Diluted | 11,251 | 11,817 |
Earnings Per Share, Diluted | $ 0.93 | $ 0.95 |
BALANCE SHEET COMPONENTS Bala25
BALANCE SHEET COMPONENTS Balance Sheet Components (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Cash and Cash Equivalents, at Carrying Value | $ 134,672 | $ 125,921 | $ 99,631 | $ 104,914 |
Accrued Sales Returns | 2,229 | 1,632 | ||
Accrued Employee Benefits, Current | 7,332 | 10,541 | ||
Accrued Warehousing And Inventory Related Expense | 2,487 | 2,816 | ||
Other Accrued Liabilities, Current | 12,048 | 14,989 | ||
Cash Equivalents [Member] | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Cash and Cash Equivalents, at Carrying Value | 70,450 | 73,468 | ||
Cash [Member] | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Cash and Cash Equivalents, at Carrying Value | $ 64,222 | $ 52,453 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Amortized Cost Basis | $ 70,459 | $ 73,470 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain (Loss), before Tax | (9) | (2) |
Available-for-sale Securities | 70,450 | 73,468 |
Municipal Bonds and Notes [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Amortized Cost Basis | 6,143 | 43,490 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain (Loss), before Tax | 0 | 0 |
Available-for-sale Securities | 6,143 | 43,490 |
Corporate Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Amortized Cost Basis | 15,561 | 1,673 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain (Loss), before Tax | (9) | (2) |
Available-for-sale Securities | 15,552 | 1,671 |
Financial Institution Instruments [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Amortized Cost Basis | 48,755 | 28,307 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain (Loss), before Tax | 0 | 0 |
Available-for-sale Securities | $ 48,755 | $ 28,307 |
STOCKHOLDERS' EQUITY NARRATIVE
STOCKHOLDERS' EQUITY NARRATIVE (Details) - USD ($) | Jan. 24, 2017 | Apr. 08, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2016 | Apr. 07, 2016 | Jan. 12, 2016 | Jul. 28, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common Stock, Dividends, Per Share, Declared | $ 0.09 | $ 0.44 | $ 0.05 | ||||||
CommonStockSpecialDividendsPerShareDeclared | $ 0.35 | ||||||||
Share-based compensation expense | $ 8,700 | $ 74,000 | |||||||
Tax benefit attributable to stock-based compensation expense | 0 | $ 0 | $ 0 | ||||||
Additional stock-based compensation expense | 64,000 | ||||||||
Stock repurchase program, amount authorized | $ 70,000,000 | $ 15,000,000 | |||||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 32,000,000 | ||||||||
Restricted Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 56,260 | 0 | |||||||
Award vesting period (in years) | 3 years | ||||||||
Share-based compensation expense not yet recognized | $ 29,000 | ||||||||
Recognition period for compensation costs not yet recognized (in years) | 8 months 12 days | ||||||||
Equity Incentive Plan 2016 | Common Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares authorized | 2,500,000 | ||||||||
Equity Incentive Plan 2016 | Restricted Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 56,260 |
STOCKHOLDERS' EQUITY RESTRICT28
STOCKHOLDERS' EQUITY RESTRICTED STOCK ACTIVITY (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 24, 2017 | Apr. 08, 2016 | Mar. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 2,393,873 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 1.4 | ||
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Nonvested, beginning balance (in shares) | 22,348 | ||
Granted (in shares) | 56,260 | 0 | |
Vested (in shares) | (5,485) | ||
Stock Issued During Period, Shares, Restricted Stock Award, Forfeited | (418) | ||
Nonvested, ending balance (in shares) | 16,445 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Nonvested, beginning balance (in dollars per share) | $ 12.15 | ||
Granted (in dollars per share) | 0 | ||
Vested (in dollars per share) | 12.15 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | 12.28 | ||
Nonvested, ending balance (in dollars per share) | $ 12.15 | ||
Restricted Stock | Equity Incentive Plan 2016 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Nonvested, beginning balance (in shares) | 38,256 | ||
Granted (in shares) | 56,260 | ||
Vested (in shares) | (8,834) | ||
Stock Issued During Period, Shares, Restricted Stock Award, Forfeited | (1,148) | ||
Nonvested, ending balance (in shares) | 84,534 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Nonvested, beginning balance (in dollars per share) | $ 34.13 | ||
Granted (in dollars per share) | 25.44 | ||
Vested (in dollars per share) | 29.58 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | 28.55 | ||
Nonvested, ending balance (in dollars per share) | $ 28.90 |
STOCKHOLDERS' EQUITY ACCUMULA29
STOCKHOLDERS' EQUITY ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |
Balance, December 31, 2016 | $ (807) |
Balance, March 31, 2017 | (996) |
Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |
Balance, December 31, 2016 | (805) |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 76 |
Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent | (258) |
Balance, March 31, 2017 | (987) |
Accumulated Net Investment Gain (Loss) Attributable to Parent [Member] | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |
Balance, December 31, 2016 | (2) |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | (7) |
Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent | 0 |
Balance, March 31, 2017 | (9) |
AOCI Attributable to Parent [Member] | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |
Balance, December 31, 2016 | (807) |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 69 |
Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent | (258) |
Balance, March 31, 2017 | $ (996) |
COMMITMENTS AND CONTINGENCIES N
COMMITMENTS AND CONTINGENCIES NARRATIVE (Details) | 1 Months Ended |
Jan. 31, 2016complaint | |
Securities Class Action | |
Loss Contingencies [Line Items] | |
Number of complaints | 2 |
RELATED PARTY TRANSACTIONS NARR
RELATED PARTY TRANSACTIONS NARRATIVE (Detail) - Broady Health Sciences - USD ($) | Apr. 29, 2015 | Feb. 28, 2013 | Mar. 31, 2017 | Mar. 31, 2016 |
Soothe | ||||
Related Party Transaction [Line Items] | ||||
Royalty rate | 2.50% | |||
Royalty expense | $ 700 | $ 1,200 | ||
Number of days for termination notice | 120 days | |||
ReStore | ||||
Related Party Transaction [Line Items] | ||||
Royalty rate | 2.50% | |||
Royalty expense | $ 91,000 | $ 139,000 | ||
Number of days for termination notice | 120 days |
SUBSEQUENT EVENT - NARRATIVE (D
SUBSEQUENT EVENT - NARRATIVE (Details) - $ / shares | Apr. 24, 2017 | Jan. 24, 2017 | Mar. 31, 2017 | Mar. 31, 2016 |
Subsequent Event [Line Items] | ||||
Common Stock, Dividends, Per Share, Declared | $ 0.09 | $ 0.44 | $ 0.05 | |
CommonStockSpecialDividendsPerShareDeclared | $ 0.35 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Common Stock, Dividends, Per Share, Declared | $ 0.10 | |||
CommonStockSpecialDividendsPerShareDeclared | $ 0.35 |