Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 28, 2018 | Jun. 30, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | MANNATECH INC | ||
Entity Central Index Key | 1,056,358 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding (shares) | 2,719,271 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 34,801,135 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
ASSETS | ||
Cash and cash equivalents | $ 37,682 | $ 28,687 |
Restricted cash | 1,514 | 1,510 |
Accounts receivable, net of allowance of $582 and $463 in 2017 and 2016, respectively | 273 | 298 |
Income tax receivable | 907 | 1,587 |
Inventories, net | 9,385 | 11,961 |
Prepaid expenses and other current assets | 2,607 | 3,483 |
Deferred commissions | 3,880 | 3,229 |
Total current assets | 56,248 | 50,755 |
Property and equipment, net | 3,537 | 3,611 |
Construction in progress | 777 | 1,012 |
Long-term restricted cash | 7,565 | 6,429 |
Other assets | 3,876 | 4,013 |
Long-term deferred tax assets, net | 4,239 | 5,368 |
Total assets | 76,242 | 71,188 |
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||
Current portion of capital leases | 228 | 357 |
Accounts payable | 6,008 | 5,223 |
Accrued expenses | 5,771 | 5,605 |
Commissions and incentives payable | 9,658 | 8,799 |
Taxes payable | 2,404 | 1,040 |
Current notes payable | 815 | 801 |
Deferred revenue | 8,561 | 8,156 |
Total current liabilities | 33,445 | 29,981 |
Capital leases, excluding current portion | 144 | 261 |
Long-term deferred tax liabilities | 1,147 | 29 |
Long-term notes payable | 0 | 567 |
Other long-term liabilities | 1,265 | 1,465 |
Total liabilities | 36,001 | 32,303 |
Commitments and contingencies (Note 11 and Note 12) | ||
Shareholders’ equity: | ||
Preferred stock, $0.01 par value, 1,000,000 shares authorized, no shares issued or outstanding | 0 | 0 |
Common stock, $0.0001 par value, 99,000,000 shares authorized, 2,742,857 shares issued and 2,702,940 shares outstanding as of December 31, 2017 and 2,758,275 shares issued and 2,688,790 shares outstanding as of December 31, 2016 | 0 | 0 |
Additional paid-in capital | 34,928 | 38,190 |
Retained earnings | 4,190 | 7,331 |
Accumulated other comprehensive income | 5,984 | 1,834 |
Treasury stock, at average cost, 39,917 shares as of December 31, 2017 and 69,485 shares as of December 31, 2016, respectively | (4,861) | (8,470) |
Total shareholders’ equity | 40,241 | 38,885 |
Total liabilities and shareholders’ equity | $ 76,242 | $ 71,188 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
ASSETS | ||
Accounts receivable, allowance for doubtful accounts | $ 582 | $ 463 |
Shareholders' equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 99,000,000 | 99,000,000 |
Common stock, shares issued (in shares) | 2,742,857 | 2,758,275 |
Common stock, shares outstanding (in shares) | 2,702,940 | 2,688,790 |
Treasury stock, shares (in shares) | 39,917 | 69,485 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Net sales | $ 176,696 | $ 180,304 |
Cost of sales | 35,667 | 36,564 |
Gross profit | 141,029 | 143,740 |
Operating expenses: | ||
Commissions and incentives | 74,550 | 74,215 |
Selling and administrative expenses | 35,470 | 37,217 |
Depreciation and amortization | 1,864 | 1,898 |
Other operating costs | 26,626 | 29,749 |
Total operating expenses | 138,510 | 143,079 |
Income from operations | 2,519 | 661 |
Interest income | 274 | 174 |
Other expense, net | (333) | (1,790) |
Income (loss) before income taxes | 2,460 | (955) |
Income tax benefit (provision) | (4,247) | 369 |
Net loss | $ (1,787) | $ (586) |
Earnings per common share: | ||
Basic (in dollars per share) | $ (0.66) | $ (0.22) |
Diluted (in dollars per share) | $ (0.66) | $ (0.22) |
Weighted-average common shares outstanding: | ||
Basic (in shares) | 2,708 | 2,688 |
Diluted (in shares) | 2,708 | 2,688 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (1,787) | $ (586) |
Foreign currency translations gain | 4,169 | 1,176 |
Pension obligations, net of tax provision of $10 and $15 in 2017 and 2016, respectively | (19) | (28) |
Comprehensive income | $ 2,363 | $ 562 |
CONSOLIDATED STATEMENTS OF COM6
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Pension obligations, tax | $ 10 | $ 15 | $ 15 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common stock | Additional paid in capital | Retained earnings | Accumulated other comprehensive income | Treasury stock |
Beginning balance at Dec. 31, 2015 | $ 38,564 | $ 0 | $ 40,494 | $ 8,589 | $ 686 | $ (11,205) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Charge related to stock-based compensation | 690 | 690 | ||||
Release of restricted stock | 0 | (1,881) | 1,881 | |||
Stock option exercises | 39 | (815) | 854 | |||
Tax effect from exercise of stock options | (24) | (24) | ||||
Foreign currency translation | 1,176 | 1,176 | ||||
Pension obligations, net of tax of $15 | (28) | (28) | ||||
Repurchase of common stock | (274) | (274) | ||||
Declared and paid dividends | (672) | (672) | ||||
Net loss | (586) | (586) | ||||
Ending balance at Dec. 31, 2016 | 38,885 | 0 | 38,190 | 7,331 | 1,834 | (8,470) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Charge related to stock-based compensation | 246 | 246 | ||||
Release of restricted stock | 0 | (306) | 306 | |||
Stock option exercises | 83 | (1,748) | 1,831 | |||
Foreign currency translation | 4,169 | 4,169 | ||||
Pension obligations, net of tax of $15 | (19) | (19) | ||||
Repurchase of common stock | (226) | (226) | ||||
Declared and paid dividends | (1,354) | (1,354) | ||||
Issuance of unrestricted shares | 244 | (1,228) | 1,472 | |||
Net loss | (1,787) | (1,787) | ||||
Ending balance at Dec. 31, 2017 | $ 40,241 | $ 0 | $ 34,928 | $ 4,190 | $ 5,984 | $ (4,861) |
CONSOLIDATED STATEMENTS OF SHA8
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Stockholders' Equity [Abstract] | |||
Pension obligations, tax | $ 10 | $ 15 | $ 15 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,787) | $ (586) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 1,864 | 1,898 |
Provision for inventory losses | 714 | 343 |
Provision for doubtful accounts | 351 | 562 |
Loss on disposal of assets | 1 | 426 |
Stock-based compensation expense | 490 | 690 |
Deferred income taxes | 2,143 | (1,290) |
Tax expense from exercise of stock options | 0 | 24 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (308) | (495) |
Income tax receivable | 686 | (1,595) |
Inventories | 2,379 | (3,154) |
Prepaid expenses and other current assets | 1,540 | (119) |
Other assets | 477 | (115) |
Deferred commissions | (549) | 208 |
Accounts payable | 710 | 2,553 |
Accrued expenses and other liabilities | (315) | (1,104) |
Taxes payable | 1,226 | 233 |
Commissions and incentives payable | 518 | 2,035 |
Deferred revenue | 184 | (534) |
Change in restricted cash | (326) | (3) |
Net cash provided by (used in) operating activities | 9,998 | (23) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of property and equipment | (1,340) | (2,286) |
Proceeds from sale of assets | 1 | 1 |
Net cash used in investing activities | (1,339) | (2,285) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from stock options exercised | 83 | 39 |
Repurchase of common stock | (226) | (274) |
Payment of cash dividends | (1,354) | (672) |
Repayment of capital lease obligations | (1,567) | (1,551) |
Net cash used in financing activities | (3,064) | (2,458) |
Effect of currency exchange rate changes on cash and cash equivalents | 3,400 | 1,459 |
Net increase (decrease) in cash and cash equivalents | 8,995 | (3,307) |
Cash and cash equivalents at the beginning of the year | 28,687 | 31,994 |
Cash and cash equivalents at the end of the year | 37,682 | 28,687 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Income taxes paid, net | 1,694 | 1,778 |
Interest paid on capital leases | 68 | 113 |
Accrued asset purchases | 238 | 341 |
Assets acquired through financing arrangements | $ 130 | $ 694 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Mannatech, Incorporated (together with its subsidiaries, the “Company”), located in Flower Mound, Texas, was incorporated in the state of Texas on November 4, 1993 and is listed on the NASDAQ Global Select Market under the symbol “MTEX”. The Company develops, markets, and sells high-quality, proprietary nutritional supplements, topical and skin care and anti-aging products, and weight-management products. We currently sell our products into three regions: (i) the Americas (the United States, Canada, Colombia and Mexico); (ii) EMEA (Austria, the Czech Republic, Denmark, Estonia, Finland, Germany, the Republic of Ireland, Namibia, the Netherlands, Norway, South Africa, Spain, Sweden and the United Kingdom); and (iii) Asia/Pacific (Australia, Japan, New Zealand, the Republic of Korea, Singapore, Taiwan, Hong Kong, and China). On July 1, 2017, the Company revised its 2017 Associate Compensation Plan, which was designed to stimulate business growth and development for our active business building associates and to maximize the buying experience for our preferred customers. In doing so, the Company hopes to better utilize commission dollars to stimulate Company growth. The 2017 Associate Compensation Plan provides revised income streams, new leadership levels and titles, and modified various volume requirements for our associates. In addition, the 2017 Associate Compensation Plan re-designated members as preferred customers and modified their pricing structure. Associates and now preferred customers purchase the Company’s products at published wholesale prices. The Company cannot distinguish products sold for personal use from other sales, when sold to associates, because it is not involved with the products after delivery, other than usual and customary product warranties and returns. Only associates are eligible to earn commissions and incentives. The Company operates a non-direct selling business in mainland China. Our subsidiary in China, Meitai Daily Necessity & Health Products Co., Ltd. (“Meitai”), is operating as a traditional retailer under a cross-border e-commerce model in China. Meitai cannot legally conduct a direct selling business in China unless it acquires a direct selling license in China. Principles of Consolidation The consolidated financial statements and footnotes include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the Company’s consolidated financial statements in accordance with generally accepted accounting principles requires the use of estimates that affect the reported value of assets, liabilities, revenues and expenses. These estimates are based on historical experience and various other factors. The Company continually evaluates the information used to make these estimates as the business and economic environment changes. Historically, actual results have not varied materially from the Company’s estimates and the Company does not currently anticipate a significant change in its assumptions related to these estimates. However, actual results may differ from these estimates under different assumptions or conditions. The use of estimates is pervasive throughout the consolidated financial statements, but the accounting policies and estimates considered the most significant are described in this note to the consolidated financial statements, Organization and Summary of Significant Accounting Policies . Foreign Currency Translation The United States dollar is the functional currency for the majority of the Company’s foreign subsidiaries. As a result, nonmonetary assets and liabilities are remeasured at their approximate historical rates, monetary assets and liabilities are remeasured at exchange rates in effect at the end of the year, and revenues and expenses are remeasured at weighted-average exchange rates for the year. The local currency is the functional currency of our subsidiaries in Columbia, Japan, Republic of Korea, Taiwan, Norway, Denmark, Sweden, Mexico and China. These subsidiaries’ assets and liabilities are translated into the United States dollars at exchange rates existing at the balance sheet dates, revenues and expenses are translated at weighted-average exchange rates, and shareholders’ equity and intercompany balances are translated at historical exchange rates. The foreign currency translation adjustment is recorded as a separate component of shareholders’ equity and is included in accumulated other comprehensive income. Transaction losses totaled approximately $0.3 million and $1.8 million , for the years ended December 31, 2017 and 2016 , respectively, and are included in other expense, net in the Company’s consolidated statements of operations. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company includes in its cash and cash equivalents credit card receivables due from its credit card processor, as the cash proceeds from credit card receivables are received within 24 to 72 hours. As of December 31, 2017 and 2016 , credit card receivables were $2.0 million and $0.5 million , respectively, and cash and cash equivalents held in bank accounts in foreign countries totaled $30.6 million and $27.5 million , respectively. The Company invests cash in liquid instruments, such as money market funds and interest bearing deposits. The Company also holds cash in high quality financial institutions and does not believe it has an excessive exposure to credit concentration risk. At December 31, 2017, a portion of our cash and cash equivalent balances were concentrated within the Republic of South Korea, with total net assets within this foreign location totaling $32.7 million . In addition, for the year ended December 31, 2017, a concentrated portion of our operating cash flows were earned from operations within the Republic of South Korea. An adverse change in economic conditions within the Republic of South Korea could negatively affect the Company’s results of operations. Restricted Cash The Company is required to restrict cash for: (i) direct selling insurance premiums and credit card sales in the Republic of Korea; (ii) reserve on credit card sales in the United States and Canada; and (iii) Australia building lease collateral. As of December 31, 2017 and 2016 , our total restricted cash was $9.1 million and $7.9 million , respectively. Accounts Receivable Accounts receivable are carried at their estimated collectible amounts. Receivables are created upon shipment of an order if the credit card payment is rejected or does not match the order total. As of December 31, 2017 and 2016 , receivables consisted primarily of amounts due from preferred customers and associates. The Company periodically evaluates its receivables for collectability based on historical experience, recent account activities, and the length of time receivables are past due and writes-off receivables when they become uncollectible. As of December 31, 2017 and 2016 , the Company held an allowance for doubtful accounts of $0.6 million and $0.5 million , respectively. Inventories Inventories consist of raw materials, finished goods, and promotional materials that are stated at the lower of cost (using standard costs that approximate average costs) or net realizable value. The Company periodically reviews inventories for obsolescence and any inventories identified as obsolete are reserved or written off. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization computed using the straight-line method over the estimated useful life of each asset. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the improvements. Expenditures for maintenance and repairs are charged to expense as incurred. The cost of property and equipment sold or otherwise retired and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in other operating costs in the accompanying consolidated statements of operations. The estimated useful lives of fixed assets are as follows: Estimated useful life Office furniture and equipment 5 to 7 years Computer hardware and software 3 to 5 years Automobiles 3 to 5 years Leasehold improvements (1) 2 to 10 years (1) The Company amortizes leasehold improvements over the shorter of the useful estimated life of the leased asset or the lease term. Property and equipment are reviewed for impairment whenever an event or change in circumstances indicates that the carrying amount of an asset or group of assets may not be recoverable. The impairment review includes a comparison of future projected cash flows generated by the asset or group of assets with its associated net carrying value. If the net carrying value of the asset or group of assets exceeds expected cash flows (undiscounted and without interest charges), an impairment loss is recognized to the extent the carrying amount of the asset exceeds its fair value. Other Assets At December 31, 2017 and 2016 , other assets were $3.9 million and $4.0 million , respectively. Included in the December 31, 2017 and 2016 balances were deposits for building leases in various locations of $1.9 million and $2.2 million , respectively. Also included in the December 31, 2017 and 2016 balances were $1.7 million and $1.5 million , respectively, representing a deposit with Mutual Aid Cooperative and Consumer in the Republic of Korea, an organization established by the Republic of Korea’s Fair Trade Commission’s approval to compensate and protect consumers who participate in network marketing activities from damages. Other assets at each of December 31, 2017 and 2016 also include $0.2 million of indefinite lived intangible assets relating to the Manapol ® powder trademark. Notes Payable Notes payable were $0.8 million and $1.4 million as of December 31, 2017 and December 31, 2016 , respectively, as a result of funding from a capital financing agreement related to our investment in computer hardware and software and other financing arrangements. At December 31, 2017 , the current portion was $0.8 million . At December 31, 2016 , the current portion was $0.8 million and the long-term portion was $0.6 million . Other Long-Term Liabilities Other long-term liabilities were $1.3 million and $1.5 million for the years ending December 31, 2017 and 2016 . At each of December 31, 2017 and 2016 , we recorded $0.2 million , respectively, in other long-term liabilities related to uncertain income tax positions (see Note 7, Income Taxes ). Certain operating leases for the Company’s regional office facilities contain a restoration clause that requires the Company to restore the premises to its original condition. At December 31, 2017 and 2016 , accrued restoration costs related to these leases amounted to $0.4 million and $0.6 million , respectively. The Company also recorded a long-term liability for an estimated defined benefit obligation related to a non-U.S. defined benefit plan for its Japan operations of $0.4 million and $0.5 million as of December 31, 2017 and 2016 , respectively (See Note 9, Employee Benefit Plans ). Revenue Recognition and Deferred Commissions The Company’s revenue is derived from sales of individual products, sales of its starter and renewal packs, associate fees and shipping fees. Substantially all of the Company’s product and pack sales are made at published wholesale prices to associates and preferred customers. The Company records revenue net of any sales taxes and records a reserve for expected sales returns based on its historical experience. The Company recognizes revenue from shipped packs and products upon receipt by the customer. Corporate-sponsored event revenue is recognized when the event is held. As a result of the 2017 Associate Compensation Plan, which was implemented on July 1, 2017, we also collect associate fees, which associates pay to the Company annually in order to earn commissions, benefits and incentives for that year. Associate fees are recognized evenly over the course of the annual period of the associate’s contract. We collected associate fees within the United States, Canada, South Africa, Japan, Australia, New Zealand, Singapore, Hong Kong, and Taiwan during the year ended December 31, 2017. The arrangement regarding associate fees has three service elements: providing new associates with the eligibility to earn commissions, benefits and incentives for twelve months and a complimentary three-month subscription package for the Success Tracker™ and Mannatech+ customized electronic business-building tools. Each of these service elements is provided over time to the customer. For the year ended December 31, 2017, all of these service elements were combined as a single unit of accounting as the separation criteria within ASC 605-25, Revenue Recognition , were not met to result in multiple units of accounting. The Company defers certain components of its revenue. At December 31, 2017 and December 31, 2016 , the Company’s deferred revenue was $8.6 million and $8.2 million , respectively. Deferred revenue consisted primarily of: (i) sales of packs and products shipped but not received by the customers by the end of the respective period; (ii) revenue from the loyalty program; and (iii) prepaid registration fees from customers planning to attend a future corporate-sponsored event. The deferred revenue associated with the loyalty program at December 31, 2017 and December 31, 2016 was $6.4 million and $7.0 million , respectively. In total current assets, the Company defers commissions on (i) the sales of packs and products ordered but not received by the customers by the end of the respective period and (ii) the loyalty program. Deferred commissions were $3.9 million and $3.2 million at December 31, 2017 and December 31, 2016 , respectively. Loyalty program (in thousands) Loyalty deferred revenue as of January 1, 2016 $ 8,073 Loyalty points forfeited or expired (6,963 ) Loyalty points used (15,451 ) Loyalty points vested 20,085 Loyalty points unvested 1,289 Loyalty deferred revenue as of December 31, 2016 $ 7,033 Loyalty deferred revenue as of January 1, 2017 $ 7,033 Loyalty points forfeited or expired (5,895 ) Loyalty points used (14,316 ) Loyalty points vested 17,836 Loyalty points unvested 1,748 Loyalty deferred revenue as of December 31, 2017 $ 6,406 We estimate a sales return reserve for expected sales refunds based on our historical experience over a rolling six-month period. If actual results differ from our estimated sales return reserve due to various factors, the amount of revenue recorded for each period could be materially affected. Historically, our sales returns have not materially changed through the years, as the majority of our customers who return their merchandise do so within the first 90 days after the original sale. Sales returns have historically averaged 1.5% or less of our gross sales. For the year ended December 31, 2017 our sales return reserve consisted of the following (in thousands) : December 31, 2017 Sales reserve as of January 1, 2017 $ 129 Provision related to sales made in current period 1,274 Adjustment related to sales made in prior periods 3 Actual returns or credits related to current period (1,156 ) Actual returns or credits related to prior periods (133 ) Sales reserve as of December 31, 2017 $ 117 Shipping and Handling Costs The Company records freight and shipping fees collected from its customers as revenue. The Company records inbound freight as a component of inventory and cost of sales. Commission and Incentive Expenses Associates earn commissions and incentives based on their direct and indirect commissionable net sales over each month of the fiscal year. The Company accrues commissions and incentives when earned by associates and pays commissions on product and pack sales on a monthly basis. Advertising Expenses The Company expenses advertising and promotions in selling and administrative expenses when incurred. Advertising and promotional expenses were approximately $5.8 million and $6.0 million for the years ended December 31, 2017 and 2016 , respectively. Educational and promotional items, called sales aids, are sold to associates to assist in their sales efforts and are included in inventories and charged to cost of sales when sold. Research and Development Expenses The Company expenses research and development expenses as incurred. Research and development expenses related to new product development, enhancement of existing products, clinical studies and trials, Food and Drug Administration compliance studies, general supplies, internal salaries, third-party contractors, and consulting fees were approximately $1.2 million and $1.4 million , respectively, for the years ended December 31, 2017 and 2016 . Salaries and contract labor are included in selling and administrative expenses and all other research and development costs are included in other operating costs. Stock-Based Compensation The Company currently has one active stock-based compensation plan, the Mannatech, Incorporated 2017 Stock Incentive Plan (the “2017 Plan”), which was adopted by the Company’s Board of Directors on April 17, 2017 and was approved by its shareholders on June 8, 2017 . The 2017 Plan supersedes the Mannatech, Incorporated 2008 Stock Incentive Plan, as amended, which was set to expire on February 20, 2018 . The 2008 Plan provided, and the 2017 Plan provides, for grants of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock and performance stock units to our employees, board members, and consultants. However, only employees of the Company and its corporate subsidiaries are eligible to receive incentive stock options. The exercise price per share for all stock options will be no less than the market value of a share of common stock on the date of grant. Any incentive stock option granted to an employee owning more than 10% of our common stock will have an exercise price of no less than 110% of our common stock’s market value on the grant date. The majority of stock options vest over two or three years, and generally are granted with a term of ten years, or five years in the case of an incentive option granted to an employee who owns more than 10% of our common stock. At date of grant, the Company determines the fair value of the stock option award and recognizes compensation expense over the requisite service period, or the vesting period of the award. The fair value of the stock option award is calculated using the Black-Scholes option-pricing model. The Company records stock-based compensation expense in selling and administrative expenses. Software Development Costs The Company capitalizes qualifying internal payroll and external contracting and consulting costs related to the development of internal use software that are incurred during the application development stage, which includes design of the software configuration and interfaces, coding, installation, and testing. Costs incurred during the preliminary project along with post-implementation stages of internal use software are expensed as incurred. The Company amortizes such costs over the estimated useful life of the software, which is three to five years once the software is placed in service. Other Operating Costs Other operating costs include travel, accounting/legal/consulting fees, credit card processing fees, banking fees, off-site storage fees, utilities, and other miscellaneous operating expenses. Income Taxes The Company determines the provision for income taxes using 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 carryforwards. Deferred tax assets and liabilities are measured using enacted 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 of a change in tax rates is recognized as income in the period that includes the enactment date. The Company evaluates the probability of realizing the future benefits of its deferred tax assets and provides a valuation allowance for the portion of any deferred tax assets where the likelihood of realizing an income tax benefit in the future does not meet the more likely than not criterion for recognition. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being recognized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company recognizes both interest and penalties related to uncertain tax positions as part of the income tax provision. Comprehensive Income and Accumulated Other Comprehensive Income Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources and includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. The Company’s comprehensive income consists of the Company’s net income, foreign currency translation adjustments from its Japan, Republic of Korea, Taiwan, Denmark, Norway, Sweden, Colombia, Mexico and China operations, remeasurement of intercompany balances classified as equity from its Taiwan, Mexico and Cyprus operations, and changes in the pension obligation for its Japanese employees. Concentration Risk A significant portion of our revenue is derived from our Ambrotose ® , Advanced Ambrotose ® , Manapol ® , PLUS ™ products and TruHealth ™ products. A decline in sales value of such products could have a material adverse effect on our earnings, cash flows, and financial position. Revenue from these products were as follows for the years ended December 31, 2017 and 2016 ( in thousands, except percentages ): 2017 2016 Sales by % of total Sales by % of total Advanced Ambrotose ® $ 52,592 29.8 % $ 55,863 31.0 % TruHealth ™ 16,652 9.4 % 9,220 5.1 % Manapol ® Powder 11,183 6.3 % 2,153 1.2 % Ambrotose ® 8,459 4.8 % 10,196 5.7 % PLUS ™ 7,461 4.2 % 7,935 4.4 % Total $ 96,347 54.5 % $ 85,367 47.4 % Our business is not currently exposed to customer concentration risk given that no independent associate has ever accounted for more than 10% of our consolidated net sales. Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents, investments, receivables, and restricted cash. The Company utilizes financial institutions that the Company considers to be of high credit quality and periodically evaluates the credit rating of such institutions and the allocation of their investments to minimize exposure to credit concentration risk. Fair Value of Financial Instruments The fair value of the Company’s financial instruments, including cash and cash equivalents, restricted cash, time deposits, money market investments, receivables, payables, and accrued expenses, approximate their carrying values due to their relatively short maturities. See Note 2 to our Consolidated Financial Statements, Fair Value , for more information. Recently Adopted Accounting Pronouncements The Company prospectively adopted Accounting Standard Updated ("ASU") 2015-11, Inventory, Simplifying the Measurement of Inventory (Topic 330) , during the first quarter of 2017 regarding the subsequent measurement of inventory. Prior to these changes, an entity was required to measure its inventory at the lower of cost or market, whereby market can be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. The changes require that inventory be measured at the lower of cost and net realizable value, thereby eliminating the use of the other two market methodologies. Net realizable value is defined as the estimated selling prices in the ordinary course of business less reasonably predictable costs of completion, disposal, and transportation. These changes do not apply to inventories measured using LIFO or the retail inventory method. The adoption of these changes had no impact on the consolidated financial statements. The Company adopted ASU 2015-17, Income Taxes, Balance Sheet Classification of Deferred Taxes (Topic 740), during the first quarter of 2017 and applied it retrospectively to all deferred tax assets and liabilities. This ASU requires classification of deferred income taxes as non-current on the consolidated balance sheets. Deferred income taxes were previously required to be classified as current or non-current on the consolidated balance sheets. The adoption had an immaterial prior year balance sheet change in classification between current deferred tax assets and long-term deferred tax assets. The Company adopted ASU 2016-09, Compensation, Stock Compensation Improvements to Employee Share-Based Payment Accounting (Topic 718) during the first quarter of 2017. The updated guidance changes how companies account for certain aspects of stock-based payment awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification of such awards in the statement of cash flows. ASU 2016-09 became effective for us on January 1, 2017. ASU 2016-09 requires that excess tax benefits and deficiencies resulting from the vesting or exercise of stock-based compensation awards to be recognized in the income statement on a prospective basis. Previously, these amounts were recognized in additional paid-in capital. In addition, ASU 2016-09 requires excess tax benefits and deficiencies to be excluded from the assumed future proceeds in the calculation of diluted EPS under the treasury stock method. In accordance with the standard, we elected to continue our historical approach of estimating forfeitures during the award vesting period. ASU 2016-09 had no material impact to the calculation of weighted average shares outstanding for year ended December 31, 2017 . The adoption of this standard did not have a material effect on our consolidated financial statements for year ended December 31, 2017 . In February 2017, the FASB issued ASU 2017-07, Compensation-Retirement Benefits, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost) (Topic 715), which requires an entity to present the service cost component of the net periodic benefit cost in the same income statement line item(s) as other employee compensation costs arising from services rendered during the period. In addition, ASU 2017-07 requires an entity to present the other components separately from the line item(s) that includes the service cost and outside of any subtotal of operating income. The guidance is effective for fiscal years beginning after December 15, 2017 and interim periods within those years. Early adoption is permitted. The Company retrospectively adopted this ASU during the fourth quarter of 2017. The adoption of this standard did not have a material effect on our consolidated financial statements for year ended December 31, 2017 . Accounting Pronouncements Issued But Not Yet Effective In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customer s. This new standard requires companies to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which a company expects to be entitled in exchange for those goods or services. Under the new standard, revenue is recognized when a customer obtains control of a good or service. The standard allows for two transition methods - entities can either apply the new standard (i) retrospectively to each prior reporting period presented or (ii) retrospectively with the cumulative effect of initially applying the standard recognized at the date of initial adoption. In July 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customer s, which defers the effective date by one year to December 15, 2017 for fiscal years, and interim periods within those fiscal years, beginning after that date. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers, Principal versus Agent Considerations (Reporting Revenue versus Net) , in April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customer s , identifying Performance Obligations and Licensing , and in May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customer s, Nar row-Scope Improvements and Practical Expedients , which provide additional clarification on certain topics addressed in ASU 2014-09. ASU 2016-08, ASU 2016-10, and ASU 2016-12 follow the same implementation guidelines as ASU 2014-09 and ASU 2015-14. All of these aforementioned ASUs have been codified under ASC 606, Revenue from Contracts with Customers. We will adopt this standard utilizing the modified retrospective approach with the cumulative effect recognized in retained earnings, on January 1, 2018. The Company has completed the evaluation of the impact of ASC 606 on its product sales, including loyalty points earned through certain product sales. The timing of revenue recognition for our various revenue streams will not be materially impacted by the adoption of this standard. The Company believes its business processes, systems, and controls are appropriate to support recognition and disclosure under ASC 606. In addition, we expect the adoption to lead to increased footnote disclosures. The overall financial impact of adopting this standard will not have a material effect on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . Under ASU 2016-02, an entity will be required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. For public companies, ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. Management is currently in the initial stages of evaluating the future impact of ASU 2016-02 on its consolidated financial position, results of operations and cash flows. The overall financial impact of adopting this standard is unknown at this time. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows, Restricted Cash (Topic 230), which addresses the diversity in the classification and presentation of changes in restricted cash on the statement of cash flows. The amendment requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and restricted cash. Restricted cash amounts are to be included with cash and cash equivalents when reconciling the beginning and ending amounts of cash on the statement of cash flows. The guidance is effective for annual periods beginning after December 15, 2017. Early adoption is permitted. We do not expect the adoption to have a material impact on our financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation, Stock Compensation (Topic 718), to clarify which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The new standard is required to be applied prospectively. The guidance was effective January 1, 2018, and we do not expect the adoption to have a material impact on our financial statements. In February 2018, the Financial Accounting Standards Board (FASB) issued ASU 2018-02, Income Statement - Reporting Comprehe |
FAIR VALUE
FAIR VALUE | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE | FAIR VALUE The Company utilizes fair value measurements to record fair value adjustments to certain financial assets and to determine fair value disclosures. Fair Value Measurements (Topic 820) of the FASB establishes a fair value hierarchy that requires the use of observable market data, when available, and prioritizes the inputs to valuation techniques used to measure fair value in the following categories: • Level 1—Quoted unadjusted prices for identical instruments in active markets. • Level 2—Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which all observable inputs and significant value drivers are observable in active markets. • Level 3—Model derived valuations in which one or more significant inputs or significant value drivers are unobservable, including assumptions developed by the Company. The primary objective of the Company’s investment activities is to preserve principal while maximizing yields without significantly increasing risk. The investment instruments held by the Company are money market funds and interest bearing deposits for which quoted market prices are readily available. The Company considers these highly liquid investments to be cash equivalents. These investments are classified within Level 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets. The tables below presents the recorded amount of financial assets measured at fair value, which approximately equates to the carrying value due to the relatively short maturities of these respective assets, (in thousands) on a recurring basis as of December 31, 2017 and 2016 . The Company did not have any material financial liabilities that were required to be measured at fair value on a recurring basis at December 31, 2017 and 2016 . 2017 Level 1 Level 2 Level 3 Total Assets Money Market Funds – Fidelity, US $ — $ — $ — $ — Interest bearing deposits – various banks 23,695 — — 23,695 Total assets $ 23,695 $ — $ — $ 23,695 Amounts included in: Cash and cash equivalents $ 16,651 $ — $ — $ 16,651 Restricted cash 741 — — 741 Long-term restricted cash 6,303 — — 6,303 Total $ 23,695 $ — $ — $ 23,695 2016 Level 1 Level 2 Level 3 Total Assets Money Market Funds – Fidelity, US $ 12 $ — $ — $ 12 Interest bearing deposits – various banks 19,357 — — 19,357 Total assets $ 19,369 $ — $ — $ 19,369 Amounts included in: Cash and cash equivalents $ 13,326 $ — $ — $ 13,326 Restricted cash 737 — — 737 Long-term restricted cash 5,306 — — 5,306 Total $ 19,369 $ — $ — $ 19,369 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories consist of raw materials, finished goods, and promotional materials. The Company provides an allowance for any slow-moving or obsolete inventories. Inventories as of December 31, 2017 and 2016 , consisted of the following (in thousands) : 2017 2016 Raw materials $ 879 $ 239 Finished goods 9,072 12,103 Inventory reserves for obsolescence (566 ) (381 ) Total $ 9,385 $ 11,961 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT For the year ended December 31, 2017 and 2016, construction in progress was $0.8 million and $1.0 million , respectively, which is primarily comprised of back-office software projects with in service dates that are currently indeterminable. As of December 31, 2017 and 2016 , property and equipment consisted of the following (in thousands) : 2017 2016 Office furniture and equipment $ 7,648 $ 7,791 Computer hardware 5,209 7,100 Computer software 49,687 48,316 Automobiles 81 81 Leasehold improvements 11,530 12,351 74,155 75,639 Less accumulated depreciation and amortization (70,618 ) (72,028 ) Property and equipment, net 3,537 3,611 Construction in progress 777 1,012 Total $ 4,314 $ 4,623 |
CAPITAL LEASE OBLIGATIONS
CAPITAL LEASE OBLIGATIONS | 12 Months Ended |
Dec. 31, 2017 | |
Leases, Capital [Abstract] | |
CAPITAL LEASE OBLIGATIONS | CAPITAL LEASE OBLIGATIONS As of December 31, 2017 and 2016 , the net book value of leased assets was $0.4 million and $0.7 million , respectively for leased equipment and purchased licenses. The future minimum lease payments (in thousands) are as follows: 2018 $ 241 2019 78 2020 40 2021 28 2022 7 Total future minimum lease payments 394 Less: Amounts representing interest (effective interest rate 5.61%) (22 ) Present value of minimum lease payments 372 Current portion of capital lease obligations 228 Long-term portion of capital lease obligations $ 144 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | ACCRUED EXPENSES As of December 31, 2017 and 2016 , accrued expenses consisted of the following (in thousands) : 2017 2016 Accrued asset purchases $ 238 $ 341 Accrued compensation 1,685 1,533 Accrued royalties 55 75 Accrued sales and other taxes 260 1,446 Other accrued operating expenses 785 675 Customer deposits and sales returns 153 137 Accrued travel expenses related to corporate events 1,156 255 Accrued shipping and handling costs 691 290 Rent expense 211 219 Accrued legal and accounting fees 537 634 $ 5,771 $ 5,605 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The components of the Company’s income before income taxes are attributable to the following jurisdictions for the years ended December 31 (in thousands) : 2017 2016 United States $ (6,911 ) $ (2,368 ) Foreign 9,371 1,413 $ 2,460 $ (955 ) The components of the Company’s income tax expense for the years ended December 31 (in thousands) : Current provision (benefit): 2017 2016 Federal $ (1,157 ) $ (396 ) State 75 59 Foreign 3,186 1,438 2,104 1,101 Deferred provision (benefit): Federal 1,185 (95 ) State (425 ) (25 ) Foreign 1,383 (1,350 ) 2,143 (1,470 ) $ 4,247 $ (369 ) A reconciliation of the Company’s effective income tax rate and the United States federal statutory income tax rate is summarized as follows, for the years ended December 31: 2017 2016 Federal statutory income taxes 35.0 % 35.0 % State income taxes, net of federal benefit (8.0 ) (4.1 ) Difference in foreign and United States tax on foreign operations (68.6 ) 9.5 Effect of changes in valuation allowance 121.1 59.0 Effect of change in uncertain tax positions (net) (22.6 ) 12.8 Federal Sub-Part F Income from foreign operations 6.6 (27.4 ) Federal Transition Tax (net of deduction) 191.4 — Effect of changes in tax rates 32.5 — Foreign Exchange 9.4 (45.7 ) Prior year adjustments 17.4 — Other deferred - NOL expiration 26.0 — Foreign tax credits and withholding tax (180.8 ) — Meals and entertainment 5.5 — Other permanent items 4.4 — Other 3.4 (0.4 ) 172.7 % 38.7 % For the years ended December 31, 2017 and 2016, the Company’s effective tax rate was 172.7% and 38.7% , respectively. For 2017, the Company had a significant increase in its rate due to the impact of the Act. Items decreasing the effective income tax rate included the favorable rate difference from foreign jurisdictions, utilization of foreign tax credits against the transition tax, and certain tax reserve items removed due to expiration of applicable statute of limitations. Items increasing the effective income tax rate included transition tax, return to provision and prior year adjustments, and change in valuation allowance. For 2016, the Company had a tax benefit due to loss before income tax. Items decreasing the effective income tax rate included the favorable rate difference from foreign jurisdictions, return to provision adjustment, release of value allowances with respect to Switzerland and certain tax reserve items removed due to expiration of applicable statute of limitations. Items increasing the effective income tax rate included foreign exchange losses and “Subpart F income” resulting from controlled foreign corporation operations. . Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities consisted of the following at December 31 (in thousands) : Deferred tax assets: 2017 2016 Deferred revenue $ 353 $ 492 Inventory capitalization 147 258 Inventory reserves 112 82 Accrued expenses 917 799 Depreciation and amortization 1,506 2,181 Net operating loss (1) 6,549 6,021 Deferred royalty 5 18 Non-cash accounting charges related to stock options and warrants 464 715 Foreign tax credit carryover 5,544 3,797 Other 360 932 Total deferred tax assets $ 15,957 $ 15,295 Valuation allowance (11,436 ) (8,458 ) Total deferred tax assets, net of valuation allowance $ 4,521 $ 6,837 Deferred tax liabilities: Prepaid expenses $ 239 $ 380 Deferred commissions 543 742 Internally-developed software 381 205 Fixed assets 266 178 Total deferred tax liabilities $ 1,429 $ 1,505 Total net deferred tax asset $ 3,092 $ 5,332 (1) The Company’s net operating loss will expire as follows (dollar amounts in thousands): Jurisdiction Gross NOL Tax Effected NOL Expiration Years Canada $ 9 $ 2 2026 Colombia $ 1,641 $ 558 Indefinite Cyprus $ 8 $ 1 2021 Denmark $ 9 $ 2 Indefinite Hong Kong $ 110 $ 18 Indefinite Japan $ 400 $ 139 Indefinite Mexico $ 9,395 $ 2,819 2020-2027 Norway $ 263 $ 61 Indefinite Russia (1) $ 49 $ 10 Indefinite Singapore $ 131 $ 22 Indefinite South Africa $ 239 $ 67 Indefinite Sweden $ 549 $ 121 Indefinite Switzerland $ 10,893 $ 1,001 2018-2023 Taiwan $ 4,707 $ 800 2018-2026 Ukraine (2) $ 604 $ 109 Indefinite United Kingdom $ 454 $ 86 Indefinite (1) On August 1, 2016, the Company established a legal entity in Russia. (2) On March 21, 2014, the Company suspended operations in the Ukraine, but maintains the legal entity. In addition to net operating loss attributes, the Company has recorded a foreign tax credit carryforward of $5.5 million , which will begin to expire in 2024 and a charitable contribution carryforward of $0.2 million , which will expire in 2021. The Company maintains a full valuation against both the foreign tax credits and the charitable contribution carryforward. At December 31, 2017 and 2016, the Company’s valuation allowance was $11.4 million and $8.5 million , respectively. The provisions of ASC Topic 740 require a company to record a valuation allowance when the “more likely than not” criterion for realizing a deferred tax asset cannot be met. A company is to use judgment in reviewing both positive and negative evidence of realizing a deferred tax asset. Furthermore, the weight given to the potential effect of such evidence is commensurate with the extent the evidence can be objectively verified. The valuation allowances presented below (in millions) at December 31, 2017 and 2016, represented a reserve against the Company’s net deferred tax asset the Company believed the “more likely than not ” criterion for recognition purposes could not be met. The U.S. valuation allowance increased due to the carryover of foreign tax credits that we do not anticipate to utilize in future years. Country 2017 2016 Colombia $ 0.6 $ 0.3 Mexico 2.8 2.4 South Africa 0.1 — Sweden 0.1 0.1 Switzerland — 0.1 Taiwan 0.8 1.3 Ukraine 0.1 0.1 United Kingdom 0.1 — United States 6.8 4.1 Other Jurisdictions — 0.1 Total $ 11.4 $ 8.5 U.S. Tax On December 22, 2017, President Trump signed into law H.R. 1/Public Law No. 115-97, “An Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year 2018.” Pursuant to ASC 740-10-25-47, the effects of the new federal legislation are recognized upon enactment, which is the date the president signs a bill into law. The Securities and Exchange Commission staff (“SEC Staff”) recognized that entities may not have the necessary information available, prepared, or analyzed in reasonable detail to complete the accounting under ASC 740 for certain income tax effects of the Act in the reporting period that includes the date of enactment. SEC Staff issued guidance in SAB 118 to address this situation. SAB 118 provides that to the extent an entity can complete the income tax accounting effects of the Act, the completed amount is reported. To the extent the entity cannot complete the calculation for certain income tax effects of the Act, the entity may provide a reasonable estimate and report this provisional amount in the first reporting period in which the entity is able to make a reasonable estimate. If the entity is unable to make a reasonable estimate, then the entity will not report any provisional amounts and will continue to report the effects of the tax law in effect immediately prior to the Act. The measurement period begins in the period of enactment and ends when the entity has obtained, prepared, and analyzed the information needed to complete the accounting requirements under ASC 740; however, the measurement period should not extend beyond one year from the enactment date. The following is a summary of the tax effects of the Act: Corporate Tax Rate Change: The Act includes a decrease to the U.S. corporate income tax rate effective January 1, 2018, from 35 percent to 21 percent, which requires a re-measurement of deferred tax assets and liabilities pursuant to ASC 740-10-25-47. For the year ended December 31, 2017, Mannatech recorded deferred tax expense of $0.8 million as a provisional estimate related to revaluing its deferred tax assets and liabilities to the newly enacted tax rate. Deemed Repatriation of Foreign Earnings (“Transition Tax”): The Act provides that a U.S. shareholder of a specified foreign corporation (“SFC”) must include in gross income, at the end of the SFC’s last tax year beginning before January 1, 2018, the U.S. shareholder’s pro rata share of certain of the SFC’s undistributed and previously untaxed post-1986 foreign earnings and profits and base the calculation on the greater of the E&P as of November 2, 2017, or December 31, 2017. Mannatech has recorded a current tax expense of $1.7 million after foreign tax credits as a provisional estimate. The Company has not yet completed its calculation of the total post-1986 E&P for these foreign subsidiaries. Further, the transition tax is based, in part, on the amount of those earnings held in cash and other specified assets. This amount may change when the Company finalizes the calculation of post-1986 foreign E&P previously deferred from U.S. federal taxation and finalize the amounts held in cash or other specified assets. Global Intangible Low Taxed Income : The Act creates a requirement that certain income earned by controlled foreign corporations (“CFCs”) must be included currently in the gross income of the CFC’s U.S. shareholder. Global Intangible Low Tax Income (“GILTI”) is the excess of the shareholder’s net CFC tested income over the net deemed tangible income return (“the routine return”), which is defined as the excess of (1) 10 percent of the aggregate of the U.S. shareholder’s pro rata share of the qualified business asset investment of each CFC with respect to which it is a U.S. shareholder over (2) the amount of certain interest expense taken into account in the determination of the net CFC-tested income. A deduction is permitted to a domestic corporation in an amount equal to 50 percent of the sum of the GILTI inclusion and the amount treated as a dividend, subject to certain limitations. The GILTI provisions are effective for tax years beginning on or after January 1, 2018. In FASB staff Q&A Topic 740, No. 5, Accounting for Global Intangible Low-Taxed Income, the FASB staff noted that ASC 740 was not clear with respect to the appropriate accounting for GILTI, and accordingly, an entity may either: (1) elect to treat taxes on GILTI as period costs similar to special deductions, or (2) recognize deferred tax assets and liabilities when basis differences exist that are expected to affect the amount of GILTI inclusion upon reversal (the deferred method). Mannatech has not yet adopted an accounting policy related to GILTI. Unremitted Foreign Earnings : For each of its foreign subsidiaries, the company makes an assertion regarding the amount of earnings intended for permanent reinvestment, with the balance available to be repatriated to the United States. ∙ The Act requires companies to pay a one-time transition tax on earnings of foreign subsidiaries, a majority of which were previously considered permanently reinvested by the company. It is the Company’s intention to repatriate its previously taxed income (“PTI”) of approximately $25 million , which is a provisional estimate as it includes the PTI generated from the Company’s provisional estimate of the transition tax. In addition to the one-time transition tax, a deferred tax liability for withholding taxes of $1.3 million has been accrued on the estimated PTI at December 31, 2017, along with an offsetting deferred tax asset for the U.S. foreign tax credit that would be generated. The Company is currently evaluating the impact of The Act on its permanent reinvestment assertion for any remaining outside basis difference after considering the transition tax. The repatriation of incremental outside basis difference could result in an adjustment to the tax liability due to contributing factors such as withholding taxes, income taxes and the impact of foreign currency movements. As such, the company is still evaluating any remaining outside basis difference. Deferred tax assets (liabilities) are classified in the accompanying Consolidated Balance Sheets of December 31 as follows (in thousands) : 2017 2016 Noncurrent deferred tax assets $ 4,239 $ 5,368 Long-term deferred tax liabilities (1,147 ) (29 ) Net deferred tax assets $ 3,092 $ 5,339 On January 1, 2007, the Company adopted FIN 48, which was codified into Topic 740, which prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements, uncertain tax positions that it has taken or expects to take on a tax return. Topic 740 requires that a company recognize in its financial statements the impact of tax positions that meet a “more likely than not” threshold, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. As of December 31, 2017, the Company recorded $0.2 million in other long-term liabilities related to uncertain income tax positions and income tax reserves associated with various audits. At December 31, 2017, the Company had unrecognized tax benefits of $0.2 million that, if recognized, would impact the effective tax rate. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows, for the years ended December 31, 2017 and 2016 (in thousands): 2017 2016 Balance as of January 1 $ 733 $ 715 Additions for tax positions related to the current year — 90 Additions for tax positions of prior years — 54 Reductions of tax positions of prior years (576 ) (126 ) Balance as of December 31 $ 157 $ 733 The Company recognizes interest and/or penalties related to uncertain tax positions in current income tax expense. As of December 31, 2017 and December 31, 2016, the Company had accrued interest and penalties of $0.1 million and $0.3 million in the consolidated balance sheet, of which $9 thousand and $42 thousand were accrued in the consolidated statement of operations. Although it is not reasonably possible to estimate the amount by which unrecognized tax benefits may increase or decrease within the next twelve months due to uncertainties regarding the timing of any examinations, the Company does not expect its unrecognized tax benefits to decrease during the next twelve months. The Company files income tax returns in the United States federal jurisdiction and various state and foreign jurisdictions. As of December 31, 2017 , the tax years that remained subject to examination by a major tax jurisdiction for the Company’s most significant subsidiaries were as follows: Jurisdiction Open Years Australia 2013-2017 Canada 2013-2017 China 2016-2017 Denmark 2014-2017 Japan 2014-2017 Mexico 2013-2017 Norway 2010-2017 Republic of Korea 2011-2017 Singapore 2013-2017 South Africa 2014-2017 Sweden 2012-2017 Switzerland 2013-2017 Taiwan 2012-2017 United Kingdom 2014-2017 United States 2014-2017 |
TRANSACTIONS WITH RELATED PARTI
TRANSACTIONS WITH RELATED PARTIES AND AFFILIATES | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
TRANSACTIONS WITH RELATED PARTIES AND AFFILIATES | TRANSACTIONS WITH RELATED PARTIES AND AFFILIATES The Company made cash donations of $ 0.5 million and $ 0.6 million to the M5M Foundation for the year ended December 31, 2017 and December 31, 2016 , respectively. The M5M Foundation is a 501(c)(3) charitable organization that works to combat the epidemic of childhood malnutrition on a global scale. Several of the Company’s directors and officers and their family members serve on the board of the M5M Foundation, including: • Al Bala, the Company’s CEO and President; • Chris Simons, the Company’s Regional Vice President EMEA; and • Landen Fredrick, the Company's Chief Global Sales Officer and President, North America and son of J. Stanley Fredrick, the Company’s Chairman of the Board and a major shareholder. We paid employment compensation of approximately $275,000 in 2017 and $293,500 in 2016 for salary, bonus, auto allowance, and other compensation to Landen Fredrick. Landen Fredrick is the son of J. Stanley Fredrick, the Company’s Chairman of the Board and a major shareholder. In addition, Landen Fredrick participated in the employee health care benefit plans available to all employees of the Company. Effective January 1, 2018, Landen Fredrick was promoted from Senior Vice President of Global Operations to Chief Global Sales Officer and President, North America. Mr. Fredrick had served as Senior Vice President, Global Operations since August of 2016. Prior to that, Mr. Fredrick served as Senior Vice President, Supply Chain and IT since August of 2015, Vice President, Global Operations since May of 2013, Vice President, North American Sales and Operations since January of 2011, Vice President, North American Sales since February of 2010 and as Senior Director of Tools and Training since his hire in May of 2006. Landen Fredrick also serves on the Board of the M5M Foundation. Mr. Ray Robbins is a major shareholder and served as a member of the Company's Board of Directors until December of 2016. Mr. Robbins holds positions in the Company’s associate global downline network marketing system. In addition, several of Mr. Robbins’ family members are independent associates. The Company pays commissions and incentives to its independent associates and during 2017 and 2016 , the Company paid aggregate commissions and incentives to Mr. Robbins and his family of approximately $2.4 million and $2.9 million , respectively. The aggregate amount of commissions and incentives paid to Mr. Robbins was approximately $2.2 million and $2.7 million in 2017 and 2016 , respectively. The aggregate amount of commission and incentives paid to family members was approximately $0.2 million in both 2017 and 2016 , of which $0.2 million was paid each of the respective years to his son, Kevin Robbins, who is a member of the Company's Board of Directors and serves on the Science and Marketing Committee and is consulting on the associate commission plan. In addition, less than $0.1 million in both 2017 and 2016, respectively, was paid to his daughter, Marla Finley, and daughter-in-law, Demra Robbins, who both share an account. All commissions and incentives paid to Mr. Robbins and his family members are in accordance with the Company’s global associate career and compensation plan. The Company paid $0.1 million to Kevin Robbins for consulting fees in 2017. The Company has also contracted with a software development firm owned by Ryan Robbins, the son of Mr. Ray Robbins. The value of services performed during each of 2017 and 2016 were less than $0.1 million . In connection with a confidential settlement agreement discussed in Note 12 Litigation , an associate position valued at $0.8 million was transferred to NutraScoop, LLC. Jim Hill is the managing member and Ray Robbins is a member of NutraScoop, LLC. Johanna Bala, the wife of Al Bala, the Company’s Chief Executive Officer and President, is an independent associate who earns commissions and incentives. The aggregate amount of commission and incentives paid to Johanna Bala was approximately $0.1 million in each of 2017 and 2016 . The Company paid less than $0.1 million of commissions and incentives to other members of Al Bala's family. All commissions and incentives paid to Al Bala's family members are in accordance with the Company’s global associate career and compensation plan. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS Employee Retirement Plan Effective May 9, 1997 , the Company adopted a Defined Contribution 401(k) and Profit Sharing Plan (the “401(k) Plan”) for its United States and Canada employees. The 401(k) Plan covers all regular full-time and part-time employees who have completed three months of service and attained the age of twenty-one . United States employees can contribute up to 100 percent of their annual compensation but are limited to the maximum annual dollar amount allowable under the Internal Revenue Code. The 401(k) plan permits matching and discretionary employer contributions. The Company’s matching contributions for its United States and Canada employees vest ratably over a five -year period. During each of the years ended December 31, 2017 and 2016 , the Company contributed approximately $0.3 million and $0.4 million to the 401(k) Plan for matching contributions, respectively. The Company also sponsors a non-U.S. defined benefit plan covering its employees in its Japan subsidiary (the “Benefit Plan”). Benefits under the Benefit Plan are based on a point system for position grade and years of service. The Company utilizes actuarial methods. Inherent in the application of these actuarial methods are key assumptions, including, but not limited to, discount rates and expected long-term rates of return on plan assets. Changes in the related Benefit Plan costs may occur in the future due to changes in the underlying assumptions, changes in the number and composition of plan participants, and changes in the level of benefits provided. The Company uses a measurement date of December 31 to evaluate and record any post-retirement benefits related to the Benefit Plan. Projected Benefit Obligation and Fair Value of Plan Assets The Benefit Plan’s projected benefit obligation and valuation of plan assets were as follows for the years ended December 31 (in thousands) : Projected benefit obligation: 2017 2016 Balance, beginning of year $ 451 $ 479 Service cost 76 83 Interest cost 2 2 Liability (gain) loss (9 ) 6 Benefits paid to participants (170 ) (138 ) Foreign currency 17 19 Balance, end of year $ 367 $ 451 Plan assets: 2017 2016 Fair value, beginning of year $ — $ — Company contributions 170 138 Benefits paid to participants (170 ) (138 ) Fair value, end of year $ — $ — Funded status of the Benefit Plan as of December 31 (in thousands) : 2017 2016 Benefit obligation $ (367 ) $ (451 ) Fair value of plan assets — — Excess of benefit obligation over fair value of plan assets $ (367 ) $ (451 ) Amounts recognized in the accompanying Consolidated Balance Sheets consist of, as of December 31 (in thousands) : 2017 2016 Accrued benefit liability $ (367 ) $ (451 ) Transition obligation and unrealized gain (289 ) (307 ) Net amount recognized in the consolidated balance sheets $ (656 ) $ (758 ) Years Ended December 31, Other changes recognized in comprehensive income (in thousands): 2017 2016 Net periodic cost $ 40 $ 46 Current year actuarial (gain) loss (9 ) 6 Amortization of transition obligation (4 ) (4 ) Total recognized in other comprehensive income (loss) (13 ) 2 Total recognized in comprehensive income $ 27 $ 48 As of December 31, Amounts not yet reflected in net periodic benefit cost and included in accumulated other comprehensive gain (in thousands) : 2017 2016 Transition obligation $ 28 $ 30 Prior service cost 252 283 Net actuarial gain (loss) 9 (6 ) Total recognized in accumulated other comprehensive gain $ 289 $ 307 2017 estimated amounts of amortized transition obligation (in thousands): 2017 Transition obligation $ (4 ) As of December 31, Aggregate Benefit Plan information and accumulated benefit obligation in excess of plan assets (in thousands): 2017 2016 Projected benefit obligation $ 367 $ 451 Accumulated benefit obligation 367 451 Fair value of plan assets — — The weighted-average assumptions to determine the benefit obligation and net cost are as follows: 2017 2016 Discount rate 0.30 % 0.30 % Rate of increase in compensation levels — — Components of Expense In accordance with ASU 2017-07, Compensation-Retirement Benefits (Topic 715 - Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost), Service Cost for the Benefit Plan is included within selling, general and administrative expenses and all other items noted in the table below (Interest Cost, Amortization of Transition Obligation, and Prior Service Cost) are included within other income and expense. Pension costs, which are included within Consolidated Statement of Operations are detailed below for the years ended December 31 (in thousands) : 2017 2016 Service cost $ 76 $ 83 Interest cost 2 2 Amortization of transition obligation 4 4 Prior service cost (42 ) (43 ) Total pension expense $ 40 $ 46 Estimated Benefits and Contributions The Company expects to contribute approximately $24,000 to the Benefit Plan in 2018 . As of December 31, 2017 , benefits expected to be paid by the Benefit Plan for the next ten years is approximately as follows (in thousands) : 2018 $ 24 2019 26 2020 27 2021 25 2022 58 Next five years 324 Total expected benefits to be paid $ 484 |
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK BASED COMPENSATION | STOCK BASED COMPENSATION Summary of Stock Plan The Company currently has one active stock-based compensation plan, the 2017 Plan, which was adopted by the Company’s Board of Directors on April 17, 2017 and was approved by its shareholders on June 8, 2017 . The 2017 Plan supersedes the Mannatech, Incorporated 2008 Stock Incentive Plan, as amended, which was set to expire on February 20, 2018 . The Board has reserved a maximum of 250,000 shares of our common stock that may be issued under the 2017 Plan, consisting of 181,674 newly reserved shares and 68,326 shares that remained available for issuance under the 2008 Plan (subject to adjustments for stock splits, stock dividends or other changes in corporate capitalization). As of December 31, 2017 , the Company had a total of 240,000 shares available for grant under the 2017 Plan, which expires on April 16, 2027 . The 2008 Plan provided, and the 2017 Plan provides, for grants of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock and performance stock units to our employees, board members, and consultants. However, only employees of the Company and its corporate subsidiaries are eligible to receive incentive stock options. The exercise price per share for all stock options will be no less than the market value of a share of common stock on the date of grant. Any incentive stock option granted to an employee owning more than 10% of our common stock will have an exercise price of no less than 110% of our common stock’s market value on the grant date. The majority of stock options vest over two or three years, and generally are granted with a term of ten years, or five years in the case of an incentive option granted to an employee who owns more than 10% of our common stock. A summary of changes in stock options outstanding during the year ended December 31, 2017 , is as follows: 2017 Number of Options (in thousands) Weighted average exercise price Weighted average remaining contractual life (in years) Aggregate intrinsic value (in thousands) Outstanding at beginning of year 252 $ 16.65 Granted 10 14.18 Exercised (15 ) 5.48 Expired — — Outstanding at end of year 247 $ 17.23 5.53 $ (552 ) Options exercisable at year end 232 $ 17.26 5.31 $ (524 ) During 2017 , the Company issued 15,000 new shares upon the exercise of options, and granted 10,000 new options to members of the Board. Options exercised during the year ending December 31, 2017 and December 31, 2016 had a total intrinsic value, calculated as the difference between the exercise date stock price and the exercise price of $0.2 million and $0.1 million , respectively. Non-vested shares at December 31, 2017 and 2016 were approximately 15,000 and 35,000 , respectively. The Company did not grant any restricted stock awards during the year ended December 31, 2017. The Company granted approximately 13,000 restricted stock awards during the year ended December 31, 2016. Valuation and Expense Information Under FASB ASC Topic 718 Compensation – Stock Compensation Under the provisions of FASB ASC Topic 718, the Company is required to measure and recognize compensation expense related to any outstanding and unvested stock options previously granted, and thereafter recognize, in its consolidated financial statements, compensation expense related to any new stock options granted after implementation using a calculated fair-value based option-pricing model. The Company uses the Black-Scholes option-pricing model to calculate the fair value of all of its stock options and its assumptions are based on historical information. The following assumptions were used to calculate the compensation expense and the calculated fair value of stock options granted each year: 2017 2016 Dividend yield: 3.5 % 2.5 % Risk-free interest rate: 1.7 % 1.1 – 1.7 % Expected market price volatility: 64.4 % 67.4 – 73.5 % Average expected life of stock options: 4.5 years 4.5 years The computation of the expected volatility assumption used in the Black-Scholes calculations for new grants is based on historical volatilities of the Company’s stock. The expected life assumptions are based on the Company’s historical employee exercise and forfeiture behavior. The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2017 and 2016 was $5.87 and $11.90 per share, respectively. The total fair value of awards vested during the years ended December 31, 2017 and 2016 was $0.3 million and $0.5 million , respectively. The Company recorded the following amounts related to the expense of the fair values of options and restricted share awards during the years ended December 31, 2017 and 2016 (in thousands) : 2017 2016 Selling, general and administrative expenses and income from operations before income taxes $ 246 $ 690 Benefit for income taxes (45 ) (86 ) Effect on net income $ 201 $ 604 As of December 31, 2017 , the Company had approximately $0.2 million of total unrecognized compensation expense related to stock options and restricted share awards currently outstanding, to be recognized in future years, ending December 31, as follows (in thousands): Total gross unrecognized compensation expense Total tax benefit associated with unrecognized compensation expense Total net unrecognized compensation expense 2018 $ 122 $ 20 $ 102 2019 38 3 35 $ 160 $ 23 $ 137 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Operating Leases The Company leases certain office space, automobiles, computer hardware, and warehouse equipment under various non-cancelable operating leases. Some of these leases have renewal options. The Company also leases equipment under various month-to-month cancelable operating leases. For each of the years ended December 31, 2017 and 2016 , total rent expense was approximately $3.7 million . Approximate future minimum rental commitments for non-cancelable operating leases (in thousands) are as follows: Years ending December 31, 2018 $ 2,639 2019 1,353 2020 602 2021 487 2022 491 Thereafter 2,801 $ 8,373 Purchase Commitments The Company maintains supply agreements with its suppliers and manufacturers. Some of the supply agreements contain exclusivity clauses and/or minimum annual purchase requirements. In November 2016, the Company entered into a four -year supply agreement to purchase an aloe vera powder in whole leaf aloe form and an aloe vera gel extract from Natural Aloe de Costa Rica, S.A. As of December 31, 2017 , the Company is required to purchase an aggregate of $14.9 million through 2020. Royalty and Consulting Agreements The Company utilizes royalty agreements with individuals and entities to provide compensation for items relating to developed products, websites and emails provided to our associates. The Company paid royalties of $0.1 million and $0.2 million for the years ended December 31, 2017 and December 31, 2016 , respectively. Employment Agreements The Company has non-cancelable employment agreements with certain executives. If the employment relationships with these executives were terminated, as of December 31, 2017 , the Company would continue to be indebted to the executives for $0.7 million , payable through 2018 . |
LITIGATION
LITIGATION | 12 Months Ended |
Dec. 31, 2017 | |
LITIGATION [Abstract] | |
LITIGATION | LITIGATION Breach of Contract Diana Anselmo and New Day Today Corporation v. Mannatech, Incorporated, Case No. DC-15-01904, Judicial District Court, Dallas County, Texas On February 18, 2015, Diana Anselmo and New Day Today Corporation (collectively, the “Plaintiffs”) filed suit against the Company alleging breach of contract pertaining to a portion of proceeds from a Mannatech associate position once held by Ray Gebauer, alleged to be Ms. Anselmo’s former husband. Plaintiffs sought damages under the contract of approximately $600,000 in past commissions and between $2.0 million and $3.1 million in future commissions, as well as an award of attorney’s fees. As an alternative to future money damages, Plaintiffs sought a declaration that the Company must continue to pay Plaintiffs proceeds from Mr. Gebauer’s former account. The parties entered into a confidential settlement agreement on April 13, 2017. At March 31, 2017, the Company accrued $0.5 million in accrued liabilities related to this matter. The Court entered a signed Agreed Order of Dismissal with Prejudice on July 14, 2017. The only remaining deadline under the settlement agreement provides that at year-end, the appropriate IRS forms will be issued. The Company considers this matter closed. Natural Alternatives International Inc. v. Mannatech Inc. dba Mannatech Dietary Supplements, Case No. 3:17-c-v-01906-W-JLB, U.S. District Court, for the Southern District of California On September 19, 2017, the Company was informed by Natural Alternatives International Inc. (“NAI”) that it had filed a civil action against the Company for allegedly breaching the excess inventory clause of a manufacturing agreement between the parties. NAI asserts that the Company owes $292,194 as reimbursement for excess inventory held by NAI post expiration of the manufacturing agreement. The Company disagrees with that assertion. The Company was not formally served. On October 25, 2017, the parties entered into a settlement agreement whereby the Company shall pay NAI two payments of $100,000 for a total of $200,000 to resolve the issues asserted in the complaint. On October 27, 2017, NAI filed Plaintiff’s Notice of Settlement of the Action with the Court stating that the parties reached an amicable settlement and that upon final payment of the funds to NAI, NAI shall file a voluntary dismissal of the lawsuit. A Notice of Voluntary Dissmissal was filed by NAI on November 29, 2017. The final payment to NAI was made on December 30, 2017. The Company considers this matter closed. Insured Litigation - Personal Injury Ralph Pinkston v. Cornerstone Technologies, LLC d/b/a Cornerstone Show Foundation, Mannatech Inc., and Anatole Partners III, LLC , Case No. DC-17-13494 (192 nd Dist. Ct., Dallas, Co., Tex) On October 13, 2017, the Company’s registered agent received service of process of the above-captioned matter. Ralph Pinkston (the “Plaintiff”) is a truck driver who is alleging that he suffered injuries to his foot while unloading audio-visual equipment owned by Defendant Cornerstone from his truck on to the dock at Defendant Anatole’s hotel (the “Hotel”) on the morning of April 5, 2016. The Company held its 2016 MannaFest event at the Hotel from April 6, 2016 to April 10, 2016. Defendant Cornerstone provided production services to the Company for the event. The Plaintiff alleges that his injuries were due to the negligence of the Company and the other defendants. The Plaintiff is seeking damages in excess of $200,000 . The Company submitted this matter to its insurance carrier and retained approved outside counsel. The parties are engaged in the discovery process. It is not possible at this time to predict whether the Company will incur any liability, or to estimate the ranges of damages, if any, which may be incurred in connection with this matter; however, the Company believes it has a valid defense and will vigorously defend this claim. Administrative Proceedings Mannatech Korea, Ltd. v. Busan Custom Office , Busan District Court, Korea On or before April 12, 2015, Mannatech Korea, Ltd. filed a suit against the Busan Custom Office (“BCO”) to challenge BCO’s method of calculation regarding its assessment notice issued on July 11, 2013. The assessment notice included an audit of the Company’s imported goods covering fiscal years 2008 through 2012 and required the Company to pay $1.0 million for this assessment, all of which was paid in January 2014. Both parties submitted a response to the Court’s inquiry on January 15, 2016. The final hearing for the case was held on May 26, 2016 where each party presented their respective arguments. The Court set the decision hearing on October 27, 2016, and the Court decided the case in the Company’s favor. However, on November 18, 2016, BCO filed an appeal to the Busan High Court. The first hearing occurred on March 31, 2017, and the second hearing occurred on April 21, 2017. The final hearing was held on June 2, 2017. The Court issued its decision on June 30, 2017 in favor of the BCO. The Company appealed this decision on August 24, 2017. The Company anticipates a final decision on the appeal by the first quarter of 2019.This matter remains open. Patent Litigation Mannatech, Incorporated v. Wellness Quest, LLC and Harley Reginald McDaniel, Case No. 3:14-cv-2497, U.S. District Court, for the Northern District of Texas, Dallas Division On July 11, 2014 the Company filed a patent infringement lawsuit against Wellness Quest, LLC and Dr. H. Reginald McDaniel (“Defendants”) alleging the Defendants infringe United States Patent Nos. 7,157,431 and 7,202,220, both entitled “Compositions of Plant Carbohydrates as Dietary Supplements,” (the “Patents”) and seeking to stop their manufacture, offer, and sale of infringing glyconutritional dietary supplement products. Mediation on this matter was held on April 24, 2015 and a settlement was not reached. On November 5, 2015, the Court issued an Order accepting Defendant’s stipulation of infringement under the Court’s claim interpretation and granted the Company’s partial motion for summary judgment and issued a permanent injunction against Defendants’ infringement of the Patents. The Court stayed the permanent injunction until the conclusion of Defendants’ appeal to the U.S. Court of Appeals for the Federal Circuit (the “Court of Appeals”). On August 5, 2016, the Court of Appeals issued a per curium opinion affirming the trial court’s judgment in favor of the Company. On August 10, 2016, the Company filed a motion to lift the stay of permanent injunction previously issued by the trial court. On August 24, 2016, the Company received confirmation from its counsel that Defendants changed the formulation of the infringing product to a formulation proposed by the Company. On October 18, 2016, the Court entered an order lifting the stay and putting the permanent injunction back into full effect. On March 31, 2017, the Court entered the Agreed Scheduling Order for trial on damages and determination of willfulness. On June 22, 2017, bankruptcy counsel for Defendant Dr. McDaniel filed a Suggestion of Bankruptcy with the Court notifying the Court and the Company that on June 20, 2017, Defendant Dr. McDaniel filed a Chapter 7 Bankruptcy in the United States Bankruptcy Court for the Northern District of Texas in Cause No. 17-42560. This case is automatically stayed, which under the Bankruptcy Code, prevents any type of collection to continue including litigation against the debtor. Defendant Dr. McDaniel asserts that the stay includes Defendant Wellness Quest as it is wholly owned by Defendant Dr. McDaniel. Although stayed, the case has not been dismissed. This matter remains open. In Re: Harley Reginald McDaniel, Case No. 17-42560 (U.S. Bankruptcy Court for the Northern District of Texas) On June 22, 2017, the Company received notice that on June 20, 2017, Dr. H. Reginald McDaniel (the “Debtor”) filed Chapter 7 Bankruptcy in the United States Bankruptcy Court for the Northern District of Texas. The Debtor’s initial flings indicate that the Company is the largest creditor based on the Company’s judgment against the Debtor in the patent litigation styled, Mannatech, Incorporated v. Wellness Quest, LLC and Harley Reginald McDaniel. The Debtor asserts that the value of the debt is $700,000 . The Company has engaged bankruptcy counsel. The first meeting of creditors was held on August 8, 2017. On August 24, 2017, the Chapter 7 Trustee and the Company each filed objections to certain exemptions asserted by the Debtor. On August 25, 2017, the U.S. Trustee filed a motion seeking dismissal of the case. On September 14, 2017, the Company filed its response opposing the U.S. Trustee’s motion on the grounds that dismissal would be contrary to the best interests of the creditors. A hearing on the motion to dismiss was held on September 20, 2017. On October 12, 2017, the U.S. Trustee stipulated to dismiss its dismissal motion. On November 7, 2017, the Company filed a proof of claim in the amount of $700,000 . On November 27, 2017, the Company commenced an adversary proceeding in the case styled Mannatech, Inc. v. Harley Reginald McDaniel, Sr., Adversary Number 17-04153 against the Debtor seeking a declaration that the indebtedness to Mannatech is non-dischargeable. On December 27, 2017, the Chapter 7 Trustee, the Debtor, and the Company negotiated a Settlement and Compromise Agreement and on January 2, 2018, the Chapter 7 Trustee filed a motion seeking the Court’s approval of that agreement. On January 31, 2018, the Court entered an Order granting the Trustee’s motion. On March 9, 2018, the Company dismissed the adversarial case against the Debtor. The Company is currently assessing how to proceed with the patent infringement case against Wellness Quest. On March 15, 2018 the Company received notice that the Chapter 7 Trustee submitted the Final Report to the U.S. Trustee’s office for approval. Once approved by the U.S. Trustee may file the Final Report with the Court. This matter remains open. Trademark Opposition - U.S. Patent and Trademark Office United States Trademark Opposition No. 91221493, Shaklee Corporation v. Mannatech, Incorporated re: UTH On April 15, 2015, the Company received notice that Shaklee Corporation (“Shaklee”) filed a Notice of Opposition to the Company’s trademark application for UTH (stylized as Û th ) with the USPTO. On May 19, 2015, the Company filed an answer to the opposition and also filed a counterclaim seeking to cancel Shaklee’s registration of its YOUTH mark. On March 28, 2017, the Trademark Trial and Appeal Board ("TTAB") ruled on the Company's 56(d) Motion, granting the Company’s motion in part to oblige Shaklee to answer the Company’s request for discovery related to Shaklee’s use or non-use of the YOUTH mark. The Company took the deposition of Shaklee’s designated witness on May 31, 2017. On June 29, 2017, the Company filed Applicant’s Opposition to Opposer’s Motion for Summary Judgment on Applicant’s Counterclaim for Abandonment and Applicant’s Cross Motion for Summary Judgment on its Counterclaim for Abandonment. Shaklee’s reply in support of their Motion for Summary Judgement and Response to the Company’s Counterclaim was filed on August 3, 2017. Each party’s respective motions for summary judgment were denied by the TTAB. The TTAB set February 20, 2018 as the due date for Expert disclosures and set March 22, 2018 as the closing date for discovery. It is not possible at this time to predict the outcome of this office action or whether the Company will incur any liability, or to estimate the ranges of damages, if any, which may be incurred in connection with this matter. However, the Company believes it has a valid defense and will vigorously defend this claim. This matter remains open. Litigation in General The Company has incurred several claims in the normal course of business. The Company believes such claims can be resolved without any material adverse effect on its consolidated financial position, results of operations, or cash flows. The Company maintains certain liability insurance; however, certain costs of defending lawsuits are not covered by or only partially covered by its insurance policies, including claims that are below insurance deductibles. Additionally, insurance carriers could refuse to cover certain claims, in whole or in part. The Company accrues costs to defend itself from litigation as they are incurred. The outcome of litigation is uncertain, and despite management’s views of the merits of any litigation, or the reasonableness of the Company’s estimates and reserves, the Company’s financial statements could nonetheless be materially affected by an adverse judgment. The Company believes it has adequately reserved for the contingencies arising from current legal matters where an outcome was deemed to be probable, and the loss amount could be reasonably estimated. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
SHAREHOLDERS' EQUITY | SHAREHOLDERS’ EQUITY Preferred Stock On May 19, 1998, the Company amended its Amended and Restated Articles of Incorporation to reduce the number of authorized shares of common stock from 100.0 million to 99.0 million and the Company authorized 1.0 million shares of preferred stock with a par value of $0.01 per share. No shares of preferred stock have ever been issued or outstanding. Treasury Stock On June 30, 2004, the Company’s Board of Directors authorized the Company to repurchase, in the open market, the lesser of (i) 131,756 shares of its common stock and (ii) $1.3 million of its shares, (the “June 2004 Plan”). On August 28, 2006, a second program permitting the Company to purchase, in the open market, up to $20 million of its outstanding shares was approved by our Board of Directors (the “August 2006 Plan”). On July 14, 2011, the Company’s Board of Directors authorized the Company to reactivate the June 2004 Plan. On August 31, 2016, the Company's Board of Directors reactivated the August 2006 Plan and authorized the Company to repurchase up to $0.5 million of the Company's outstanding common shares in open market transactions. As of August 8, 2017, the maximum number of shares available for repurchase under the June 2004 Plan was 19,084 , and the total number of shares purchased in the open market under the June 2004 Plan was 112,672 . As of December 31, 2017 , there was $19.5 million remaining for repurchase under the August 2006 Plan, and the total value of shares repurchased in the open market under the August 2006 Plan was $0.5 million . The Company does not have any stock repurchase plans or programs other than the June 2004 Plan and the August 2006 Plan. During the year ended December 31, 2017 , the Company repurchased 15,418 shares at an average price of $14.69 . During the year ended December 31, 2016, the Company repurchased 15,697 shares at an average price of $17.28 . Equity-Based Compensation During 2017 , 15,000 shares were issued for stock option exercises and a total of 12,068 shares were issued to the members of the Board as compensation for their work on the Board. Accumulated Other Comprehensive Income Accumulated other comprehensive income displayed in the Consolidated Statements of Shareholders’ Equity represents the results of certain shareholders’ equity changes not reflected in the consolidated statements of operations, such as foreign currency translation and certain pension and postretirement benefit obligations. The after-tax components of accumulated other comprehensive income, are as follows (in thousands) : Foreign Currency Translation Pension Postretirement Benefit Obligation Accumulated Other Comprehensive Income, Net Balance as of December 31, 2016 $ 1,534 $ 300 $ 1,834 Current-period change before reclassifications 4,169 — 4,169 Amounts reclassified from accumulated other comprehensive income — (29 ) (29 ) Income tax benefit — 10 10 Balance as of December 31, 2017 $ 5,703 $ 281 $ 5,984 Dividends On February 23, 2017, the Board of Directors declared a dividend of $0.125 per share that was paid on March 29, 2017 to shareholders of record on March 8, 2017. On June 2, 2017, the Board of Directors declared a dividend of $0.125 per share that was paid on June 28, 2017 to shareholders of record on June 21, 2017. On August 14, 2017, the Board of Directors declared a dividend of $0.125 per share that was paid on September 20, 2017 to shareholders of record on September 13, 2017. On November 17, 2017, the Board of Directors declared a dividend of $0.125 per share that was paid on December 28, 2017 to shareholders of record on December 7, 2017. During the year ended December 31, 2017, the Company declared and paid dividends amounting to an aggregate of $1.4 million . During the year ended December 31, 2016, the Company declared and paid dividends amounting to an aggregate of $0.7 million . Payment of future dividends is at the discretion of our Board of Directors. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE The Company calculates basic Earnings per Share ("EPS") by dividing net income (loss) by the weighted-average number of common shares outstanding for the period. Diluted EPS also reflects the potential dilution that could occur if common stock were issued for awards outstanding under the Mannatech, Incorporated 2017 Stock Incentive Plan. For each of the years ended December 31, 2017 and 2016, shares of the Company's stock subject to options were excluded from the diluted EPS calculation as their effect would have been antidilutive. The Company reported a net loss for each of the years ended December 31, 2017 and 2016. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION The Company's sole reporting segment is one where we sell proprietary nutritional supplements, skin care and anti-aging products, and weight-management and fitness products through network marketing distribution channels operating in twenty-five countries. Each of the business units sells similar packs (with the exception of the United States, Canada, South Africa, Japan, Australia, New Zealand, Singapore, Hong Kong, and Taiwan where packs have been replaced with associate fees, see Note 1 Organization and Summary of Significant Accounting Policies ) and products and possesses similar economic characteristics, such as selling prices and gross margins. In each country, the Company markets its products and pays commissions and incentives in similar market environments. The Company’s management reviews its financial information by country and focuses its internal reporting and analysis of revenues by packs and product sales. The Company sells its products through its independent associates who occupy positions in our network and distribute products through similar distribution channels in each country. No single independent associate has ever accounted for more than 10% of the Company’s consolidated net sales. The Company also operates a non-direct selling business in mainland China. Our subsidiary in China, Meitai is operating as a traditional retailer under a cross-border e-commerce model. Meitai cannot legally conduct a direct selling business in China until it acquires a direct selling license in China. The Company operates facilities in fourteen countries and sells product in twenty-six countries around the world. These facilities are located in the United States, Canada, Switzerland, Australia, the United Kingdom, Japan, the Republic of Korea (South Korea), Taiwan, South Africa, Mexico, Hong Kong, Singapore, Colombia and China. Each facility services different geographic areas. We currently sell our products in three regions: (i) the Americas (the United States, Canada, Colombia and Mexico); (ii) EMEA (Austria, the Czech Republic, Denmark, Estonia, Finland, Germany, the Republic of Ireland, Namibia, the Netherlands, Norway, South Africa, Spain, Sweden and the United Kingdom); (iii) Asia/Pacific (Australia, Japan, New Zealand, the Republic of Korea, Singapore, Taiwan, Hong Kong and China). Consolidated net sales shipped to customers in these regions, along with pack and product information for the years ended December 31, are as follows (in millions, except percentages) : Region 2017 2016 Americas $ 64.2 36.3 % $ 70.2 38.9 % Asia/Pacific 98.8 55.9 % 96.2 53.4 % EMEA 13.7 7.8 % 13.9 7.7 % Total $ 176.7 100.0 % $ 180.3 100.0 % 2017 2016 Consolidated product sales $ 157.9 $ 148.6 Consolidated pack sales and associate fees (a) 14.2 26.7 Consolidated other, including freight 4.6 5.0 Total $ 176.7 $ 180.3 a) Coincident with the introduction of the 2017 Associate Compensation Plan, which was implemented on July 1, 2017, the Company collects associate fees, which each associate pays to the Company annually in order to be entitled to earn commissions, benefits and incentives for that year. The Company collected associate fees within the United States, Canada, South Africa, Japan, Australia, New Zealand, Singapore, Hong Kong, and Taiwan during the year ended December 31, 2017. Prior to the change, associates purchased packs that were bundles of products within these respective geographic markets. Since implementing the 2017 Associate Compensation Plan, total associate fees represented an immaterial amount of total sales. Long-lived assets by region, which include property and equipment and construction in progress for the Company and its subsidiaries, as of December 31, reside in the following regions, as follows (in millions) : Region 2017 2016 Americas $ 2.9 $ 3.1 Asia/Pacific 1.3 1.4 EMEA 0.1 0.1 Total $ 4.3 $ 4.6 Inventory balances by region, which consist of raw materials and finished goods, including promotional materials, and offset by obsolete inventories, for the Company and its subsidiaries, reside in the following regions as of December 31, as follows (in millions) : Region 2017 2016 Americas 3.5 4.8 Asia/Pacific 4.5 4.2 EMEA 1.4 3.0 Total $ 9.4 $ 12.0 |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS (in thousands) Additions Balance at Charged to Charged to Deductions Balance at Year Ended December 31, 2016 Deducted from asset accounts: Allowance for doubtful accounts $ 261 562 — (360 ) $ 463 Allowance for obsolete inventories $ 1,265 343 — (1,227 ) $ 381 Valuation allowance for deferred tax assets $ 9,028 463 — (1,033 ) $ 8,458 Included in accrued expenses: Reserve for sales returns $ 147 1,334 — (1,352 ) $ 129 Year Ended December 31, 2017 Deducted from asset accounts: Allowance for doubtful accounts $ 463 351 — (232 ) $ 582 Allowance for obsolete inventories $ 381 714 — (529 ) $ 566 Valuation allowance for deferred tax assets $ 8,458 3,549 — (571 ) $ 11,436 Included in accrued expenses: Reserve for sales returns $ 129 1,277 — (1,289 ) $ 117 |
ORGANIZATION AND SUMMARY OF S26
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements and footnotes include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements in accordance with generally accepted accounting principles requires the use of estimates that affect the reported value of assets, liabilities, revenues and expenses. These estimates are based on historical experience and various other factors. The Company continually evaluates the information used to make these estimates as the business and economic environment changes. Historically, actual results have not varied materially from the Company’s estimates and the Company does not currently anticipate a significant change in its assumptions related to these estimates. However, actual results may differ from these estimates under different assumptions or conditions. The use of estimates is pervasive throughout the consolidated financial statements, but the accounting policies and estimates considered the most significant are described in this note to the consolidated financial statements, Organization and Summary of Significant Accounting Policies . |
Foreign Currency Translation | Foreign Currency Translation The United States dollar is the functional currency for the majority of the Company’s foreign subsidiaries. As a result, nonmonetary assets and liabilities are remeasured at their approximate historical rates, monetary assets and liabilities are remeasured at exchange rates in effect at the end of the year, and revenues and expenses are remeasured at weighted-average exchange rates for the year. The local currency is the functional currency of our subsidiaries in Columbia, Japan, Republic of Korea, Taiwan, Norway, Denmark, Sweden, Mexico and China. These subsidiaries’ assets and liabilities are translated into the United States dollars at exchange rates existing at the balance sheet dates, revenues and expenses are translated at weighted-average exchange rates, and shareholders’ equity and intercompany balances are translated at historical exchange rates. The foreign currency translation adjustment is recorded as a separate component of shareholders’ equity and is included in accumulated other comprehensive income. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company includes in its cash and cash equivalents credit card receivables due from its credit card processor, as the cash proceeds from credit card receivables are received within 24 to 72 hours. As of December 31, 2017 and 2016 , credit card receivables were $2.0 million and $0.5 million , respectively, and cash and cash equivalents held in bank accounts in foreign countries totaled $30.6 million and $27.5 million , respectively. The Company invests cash in liquid instruments, such as money market funds and interest bearing deposits. The Company also holds cash in high quality financial institutions and does not believe it has an excessive exposure to credit concentration risk. At December 31, 2017, a portion of our cash and cash equivalent balances were concentrated within the Republic of South Korea, with total net assets within this foreign location totaling $32.7 million . In addition, for the year ended December 31, 2017, a concentrated portion of our operating cash flows were earned from operations within the Republic of South Korea. An adverse change in economic conditions within the Republic of South Korea could negatively affect the Company’s results of operations. |
Restricted Cash | Restricted Cash The Company is required to restrict cash for: (i) direct selling insurance premiums and credit card sales in the Republic of Korea; (ii) reserve on credit card sales in the United States and Canada; and (iii) Australia building lease collateral. |
Accounts Receivable | Accounts Receivable Accounts receivable are carried at their estimated collectible amounts. Receivables are created upon shipment of an order if the credit card payment is rejected or does not match the order total. As of December 31, 2017 and 2016 , receivables consisted primarily of amounts due from preferred customers and associates. The Company periodically evaluates its receivables for collectability based on historical experience, recent account activities, and the length of time receivables are past due and writes-off receivables when they become uncollectible. |
Inventories | Inventories Inventories consist of raw materials, finished goods, and promotional materials that are stated at the lower of cost (using standard costs that approximate average costs) or net realizable value. The Company periodically reviews inventories for obsolescence and any inventories identified as obsolete are reserved or written off. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization computed using the straight-line method over the estimated useful life of each asset. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the improvements. Expenditures for maintenance and repairs are charged to expense as incurred. The cost of property and equipment sold or otherwise retired and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in other operating costs in the accompanying consolidated statements of operations. The estimated useful lives of fixed assets are as follows: Estimated useful life Office furniture and equipment 5 to 7 years Computer hardware and software 3 to 5 years Automobiles 3 to 5 years Leasehold improvements (1) 2 to 10 years (1) The Company amortizes leasehold improvements over the shorter of the useful estimated life of the leased asset or the lease term. Property and equipment are reviewed for impairment whenever an event or change in circumstances indicates that the carrying amount of an asset or group of assets may not be recoverable. The impairment review includes a comparison of future projected cash flows generated by the asset or group of assets with its associated net carrying value. If the net carrying value of the asset or group of assets exceeds expected cash flows (undiscounted and without interest charges), an impairment loss is recognized to the extent the carrying amount of the asset exceeds its fair value. |
Other Assets | Other Assets At December 31, 2017 and 2016 , other assets were $3.9 million and $4.0 million , respectively. Included in the December 31, 2017 and 2016 balances were deposits for building leases in various locations of $1.9 million and $2.2 million , respectively. Also included in the December 31, 2017 and 2016 balances were $1.7 million and $1.5 million , respectively, representing a deposit with Mutual Aid Cooperative and Consumer in the Republic of Korea, an organization established by the Republic of Korea’s Fair Trade Commission’s approval to compensate and protect consumers who participate in network marketing activities from damages. Other assets at each of December 31, 2017 and 2016 also include $0.2 million of indefinite lived intangible assets relating to the Manapol ® powder trademark. |
Notes Payable | Notes Payable Notes payable were $0.8 million and $1.4 million as of December 31, 2017 and December 31, 2016 , respectively, as a result of funding from a capital financing agreement related to our investment in computer hardware and software and other financing arrangements. |
Other Long-Term Liabilities | Other Long-Term Liabilities Other long-term liabilities were $1.3 million and $1.5 million for the years ending December 31, 2017 and 2016 . At each of December 31, 2017 and 2016 , we recorded $0.2 million , respectively, in other long-term liabilities related to uncertain income tax positions (see Note 7, Income Taxes ). Certain operating leases for the Company’s regional office facilities contain a restoration clause that requires the Company to restore the premises to its original condition. At December 31, 2017 and 2016 , accrued restoration costs related to these leases amounted to $0.4 million and $0.6 million , respectively. The Company also recorded a long-term liability for an estimated defined benefit obligation related to a non-U.S. defined benefit plan for its Japan operations of $0.4 million and $0.5 million as of December 31, 2017 and 2016 , respectively (See Note 9, Employee Benefit Plans ). |
Revenue Recognition and Deferred Commissions | Revenue Recognition and Deferred Commissions The Company’s revenue is derived from sales of individual products, sales of its starter and renewal packs, associate fees and shipping fees. Substantially all of the Company’s product and pack sales are made at published wholesale prices to associates and preferred customers. The Company records revenue net of any sales taxes and records a reserve for expected sales returns based on its historical experience. The Company recognizes revenue from shipped packs and products upon receipt by the customer. Corporate-sponsored event revenue is recognized when the event is held. As a result of the 2017 Associate Compensation Plan, which was implemented on July 1, 2017, we also collect associate fees, which associates pay to the Company annually in order to earn commissions, benefits and incentives for that year. Associate fees are recognized evenly over the course of the annual period of the associate’s contract. We collected associate fees within the United States, Canada, South Africa, Japan, Australia, New Zealand, Singapore, Hong Kong, and Taiwan during the year ended December 31, 2017. The arrangement regarding associate fees has three service elements: providing new associates with the eligibility to earn commissions, benefits and incentives for twelve months and a complimentary three-month subscription package for the Success Tracker™ and Mannatech+ customized electronic business-building tools. Each of these service elements is provided over time to the customer. For the year ended December 31, 2017, all of these service elements were combined as a single unit of accounting as the separation criteria within ASC 605-25, Revenue Recognition , were not met to result in multiple units of accounting. The Company defers certain components of its revenue. At December 31, 2017 and December 31, 2016 , the Company’s deferred revenue was $8.6 million and $8.2 million , respectively. Deferred revenue consisted primarily of: (i) sales of packs and products shipped but not received by the customers by the end of the respective period; (ii) revenue from the loyalty program; and (iii) prepaid registration fees from customers planning to attend a future corporate-sponsored event. The deferred revenue associated with the loyalty program at December 31, 2017 and December 31, 2016 was $6.4 million and $7.0 million , respectively. In total current assets, the Company defers commissions on (i) the sales of packs and products ordered but not received by the customers by the end of the respective period and (ii) the loyalty program. Deferred commissions were $3.9 million and $3.2 million at December 31, 2017 and December 31, 2016 , respectively. Loyalty program (in thousands) Loyalty deferred revenue as of January 1, 2016 $ 8,073 Loyalty points forfeited or expired (6,963 ) Loyalty points used (15,451 ) Loyalty points vested 20,085 Loyalty points unvested 1,289 Loyalty deferred revenue as of December 31, 2016 $ 7,033 Loyalty deferred revenue as of January 1, 2017 $ 7,033 Loyalty points forfeited or expired (5,895 ) Loyalty points used (14,316 ) Loyalty points vested 17,836 Loyalty points unvested 1,748 Loyalty deferred revenue as of December 31, 2017 $ 6,406 We estimate a sales return reserve for expected sales refunds based on our historical experience over a rolling six-month period. If actual results differ from our estimated sales return reserve due to various factors, the amount of revenue recorded for each period could be materially affected. Historically, our sales returns have not materially changed through the years, as the majority of our customers who return their merchandise do so within the first 90 days after the original sale. Sales returns have historically averaged 1.5% or less of our gross sales. |
Shipping and Handling Costs | Shipping and Handling Costs The Company records freight and shipping fees collected from its customers as revenue. The Company records inbound freight as a component of inventory and cost of sales. |
Commission and Incentive Expenses | Commission and Incentive Expenses Associates earn commissions and incentives based on their direct and indirect commissionable net sales over each month of the fiscal year. The Company accrues commissions and incentives when earned by associates and pays commissions on product and pack sales on a monthly basis. |
Advertising Expenses | Advertising Expenses The Company expenses advertising and promotions in selling and administrative expenses when incurred. Advertising and promotional expenses were approximately $5.8 million and $6.0 million for the years ended December 31, 2017 and 2016 , respectively. Educational and promotional items, called sales aids, are sold to associates to assist in their sales efforts and are included in inventories and charged to cost of sales when sold. |
Research and Development Expenses | Research and Development Expenses The Company expenses research and development expenses as incurred. Research and development expenses related to new product development, enhancement of existing products, clinical studies and trials, Food and Drug Administration compliance studies, general supplies, internal salaries, third-party contractors, and consulting fees were approximately $1.2 million and $1.4 million , respectively, for the years ended December 31, 2017 and 2016 . Salaries and contract labor are included in selling and administrative expenses and all other research and development costs are included in other operating costs. |
Stock-Based Compensation | Stock-Based Compensation The Company currently has one active stock-based compensation plan, the Mannatech, Incorporated 2017 Stock Incentive Plan (the “2017 Plan”), which was adopted by the Company’s Board of Directors on April 17, 2017 and was approved by its shareholders on June 8, 2017 . The 2017 Plan supersedes the Mannatech, Incorporated 2008 Stock Incentive Plan, as amended, which was set to expire on February 20, 2018 . The 2008 Plan provided, and the 2017 Plan provides, for grants of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock and performance stock units to our employees, board members, and consultants. However, only employees of the Company and its corporate subsidiaries are eligible to receive incentive stock options. The exercise price per share for all stock options will be no less than the market value of a share of common stock on the date of grant. Any incentive stock option granted to an employee owning more than 10% of our common stock will have an exercise price of no less than 110% of our common stock’s market value on the grant date. The majority of stock options vest over two or three years, and generally are granted with a term of ten years, or five years in the case of an incentive option granted to an employee who owns more than 10% of our common stock. At date of grant, the Company determines the fair value of the stock option award and recognizes compensation expense over the requisite service period, or the vesting period of the award. The fair value of the stock option award is calculated using the Black-Scholes option-pricing model. The Company records stock-based compensation expense in selling and administrative expenses. |
Software Development Costs | Software Development Costs The Company capitalizes qualifying internal payroll and external contracting and consulting costs related to the development of internal use software that are incurred during the application development stage, which includes design of the software configuration and interfaces, coding, installation, and testing. Costs incurred during the preliminary project along with post-implementation stages of internal use software are expensed as incurred. The Company amortizes such costs over the estimated useful life of the software, which is three to five years once the software is placed in service. |
Other Operating Costs | Other Operating Costs Other operating costs include travel, accounting/legal/consulting fees, credit card processing fees, banking fees, off-site storage fees, utilities, and other miscellaneous operating expenses. |
Income Taxes | Income Taxes The Company determines the provision for income taxes using 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 carryforwards. Deferred tax assets and liabilities are measured using enacted 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 of a change in tax rates is recognized as income in the period that includes the enactment date. The Company evaluates the probability of realizing the future benefits of its deferred tax assets and provides a valuation allowance for the portion of any deferred tax assets where the likelihood of realizing an income tax benefit in the future does not meet the more likely than not criterion for recognition. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being recognized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company recognizes both interest and penalties related to uncertain tax positions as part of the income tax provision. |
Comprehensive Income and Accumulated Other Comprehensive Income | Comprehensive Income and Accumulated Other Comprehensive Income Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources and includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. The Company’s comprehensive income consists of the Company’s net income, foreign currency translation adjustments from its Japan, Republic of Korea, Taiwan, Denmark, Norway, Sweden, Colombia, Mexico and China operations, remeasurement of intercompany balances classified as equity from its Taiwan, Mexico and Cyprus operations, and changes in the pension obligation for its Japanese employees. |
Concentration Risk | Concentration Risk A significant portion of our revenue is derived from our Ambrotose ® , Advanced Ambrotose ® , Manapol ® , PLUS ™ products and TruHealth ™ products. A decline in sales value of such products could have a material adverse effect on our earnings, cash flows, and financial position. Revenue from these products were as follows for the years ended December 31, 2017 and 2016 ( in thousands, except percentages ): 2017 2016 Sales by % of total Sales by % of total Advanced Ambrotose ® $ 52,592 29.8 % $ 55,863 31.0 % TruHealth ™ 16,652 9.4 % 9,220 5.1 % Manapol ® Powder 11,183 6.3 % 2,153 1.2 % Ambrotose ® 8,459 4.8 % 10,196 5.7 % PLUS ™ 7,461 4.2 % 7,935 4.4 % Total $ 96,347 54.5 % $ 85,367 47.4 % Our business is not currently exposed to customer concentration risk given that no independent associate has ever accounted for more than 10% of our consolidated net sales. Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents, investments, receivables, and restricted cash. The Company utilizes financial institutions that the Company considers to be of high credit quality and periodically evaluates the credit rating of such institutions and the allocation of their investments to minimize exposure to credit concentration risk. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s financial instruments, including cash and cash equivalents, restricted cash, time deposits, money market investments, receivables, payables, and accrued expenses, approximate their carrying values due to their relatively short maturities. See Note 2 to our Consolidated Financial Statements, Fair Value , for more information. |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Company prospectively adopted Accounting Standard Updated ("ASU") 2015-11, Inventory, Simplifying the Measurement of Inventory (Topic 330) , during the first quarter of 2017 regarding the subsequent measurement of inventory. Prior to these changes, an entity was required to measure its inventory at the lower of cost or market, whereby market can be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. The changes require that inventory be measured at the lower of cost and net realizable value, thereby eliminating the use of the other two market methodologies. Net realizable value is defined as the estimated selling prices in the ordinary course of business less reasonably predictable costs of completion, disposal, and transportation. These changes do not apply to inventories measured using LIFO or the retail inventory method. The adoption of these changes had no impact on the consolidated financial statements. The Company adopted ASU 2015-17, Income Taxes, Balance Sheet Classification of Deferred Taxes (Topic 740), during the first quarter of 2017 and applied it retrospectively to all deferred tax assets and liabilities. This ASU requires classification of deferred income taxes as non-current on the consolidated balance sheets. Deferred income taxes were previously required to be classified as current or non-current on the consolidated balance sheets. The adoption had an immaterial prior year balance sheet change in classification between current deferred tax assets and long-term deferred tax assets. The Company adopted ASU 2016-09, Compensation, Stock Compensation Improvements to Employee Share-Based Payment Accounting (Topic 718) during the first quarter of 2017. The updated guidance changes how companies account for certain aspects of stock-based payment awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification of such awards in the statement of cash flows. ASU 2016-09 became effective for us on January 1, 2017. ASU 2016-09 requires that excess tax benefits and deficiencies resulting from the vesting or exercise of stock-based compensation awards to be recognized in the income statement on a prospective basis. Previously, these amounts were recognized in additional paid-in capital. In addition, ASU 2016-09 requires excess tax benefits and deficiencies to be excluded from the assumed future proceeds in the calculation of diluted EPS under the treasury stock method. In accordance with the standard, we elected to continue our historical approach of estimating forfeitures during the award vesting period. ASU 2016-09 had no material impact to the calculation of weighted average shares outstanding for year ended December 31, 2017 . The adoption of this standard did not have a material effect on our consolidated financial statements for year ended December 31, 2017 . In February 2017, the FASB issued ASU 2017-07, Compensation-Retirement Benefits, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost) (Topic 715), which requires an entity to present the service cost component of the net periodic benefit cost in the same income statement line item(s) as other employee compensation costs arising from services rendered during the period. In addition, ASU 2017-07 requires an entity to present the other components separately from the line item(s) that includes the service cost and outside of any subtotal of operating income. The guidance is effective for fiscal years beginning after December 15, 2017 and interim periods within those years. Early adoption is permitted. The Company retrospectively adopted this ASU during the fourth quarter of 2017. The adoption of this standard did not have a material effect on our consolidated financial statements for year ended December 31, 2017 . Accounting Pronouncements Issued But Not Yet Effective In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customer s. This new standard requires companies to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which a company expects to be entitled in exchange for those goods or services. Under the new standard, revenue is recognized when a customer obtains control of a good or service. The standard allows for two transition methods - entities can either apply the new standard (i) retrospectively to each prior reporting period presented or (ii) retrospectively with the cumulative effect of initially applying the standard recognized at the date of initial adoption. In July 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customer s, which defers the effective date by one year to December 15, 2017 for fiscal years, and interim periods within those fiscal years, beginning after that date. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers, Principal versus Agent Considerations (Reporting Revenue versus Net) , in April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customer s , identifying Performance Obligations and Licensing , and in May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customer s, Nar row-Scope Improvements and Practical Expedients , which provide additional clarification on certain topics addressed in ASU 2014-09. ASU 2016-08, ASU 2016-10, and ASU 2016-12 follow the same implementation guidelines as ASU 2014-09 and ASU 2015-14. All of these aforementioned ASUs have been codified under ASC 606, Revenue from Contracts with Customers. We will adopt this standard utilizing the modified retrospective approach with the cumulative effect recognized in retained earnings, on January 1, 2018. The Company has completed the evaluation of the impact of ASC 606 on its product sales, including loyalty points earned through certain product sales. The timing of revenue recognition for our various revenue streams will not be materially impacted by the adoption of this standard. The Company believes its business processes, systems, and controls are appropriate to support recognition and disclosure under ASC 606. In addition, we expect the adoption to lead to increased footnote disclosures. The overall financial impact of adopting this standard will not have a material effect on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . Under ASU 2016-02, an entity will be required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. For public companies, ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. Management is currently in the initial stages of evaluating the future impact of ASU 2016-02 on its consolidated financial position, results of operations and cash flows. The overall financial impact of adopting this standard is unknown at this time. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows, Restricted Cash (Topic 230), which addresses the diversity in the classification and presentation of changes in restricted cash on the statement of cash flows. The amendment requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and restricted cash. Restricted cash amounts are to be included with cash and cash equivalents when reconciling the beginning and ending amounts of cash on the statement of cash flows. The guidance is effective for annual periods beginning after December 15, 2017. Early adoption is permitted. We do not expect the adoption to have a material impact on our financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation, Stock Compensation (Topic 718), to clarify which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The new standard is required to be applied prospectively. The guidance was effective January 1, 2018, and we do not expect the adoption to have a material impact on our financial statements. In February 2018, the Financial Accounting Standards Board (FASB) issued ASU 2018-02, Income Statement - Reporting Comprehensive Income, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (Topic 220), which amended its standard on comprehensive income to provide an option for an entity to reclassify the stranded tax effects of the Act that was passed in December of 2017 from accumulated other comprehensive income (AOCI) directly to retained earnings. The stranded tax effects result from the remeasurement of deferred tax assets and liabilities which were originally recorded in comprehensive income but whose remeasurement is reflected in the income statement. This is a one-time amendment applicable only to the changes resulting from the Act. The standard will be effective for us on January 1, 2019, and may be reflected retroactively to any period in which the impacts of the Act are recognized. The standard permits early adoption for any financial statements that have not been released as of the date of the revised standard. The overall financial impact of adopting this standard is unknown at this time. Other recently issued accounting pronouncements did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
Fair Value Measurement | Fair Value Measurements (Topic 820) of the FASB establishes a fair value hierarchy that requires the use of observable market data, when available, and prioritizes the inputs to valuation techniques used to measure fair value in the following categories: • Level 1—Quoted unadjusted prices for identical instruments in active markets. • Level 2—Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which all observable inputs and significant value drivers are observable in active markets. • Level 3—Model derived valuations in which one or more significant inputs or significant value drivers are unobservable, including assumptions developed by the Company. |
ORGANIZATION AND SUMMARY OF S27
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Estimated useful lives of fixed assets | The estimated useful lives of fixed assets are as follows: Estimated useful life Office furniture and equipment 5 to 7 years Computer hardware and software 3 to 5 years Automobiles 3 to 5 years Leasehold improvements (1) 2 to 10 years (1) The Company amortizes leasehold improvements over the shorter of the useful estimated life of the leased asset or the lease term. |
Loyalty deferred revenue | Deferred commissions were $3.9 million and $3.2 million at December 31, 2017 and December 31, 2016 , respectively. Loyalty program (in thousands) Loyalty deferred revenue as of January 1, 2016 $ 8,073 Loyalty points forfeited or expired (6,963 ) Loyalty points used (15,451 ) Loyalty points vested 20,085 Loyalty points unvested 1,289 Loyalty deferred revenue as of December 31, 2016 $ 7,033 Loyalty deferred revenue as of January 1, 2017 $ 7,033 Loyalty points forfeited or expired (5,895 ) Loyalty points used (14,316 ) Loyalty points vested 17,836 Loyalty points unvested 1,748 Loyalty deferred revenue as of December 31, 2017 $ 6,406 |
Sales return reserve | For the year ended December 31, 2017 our sales return reserve consisted of the following (in thousands) : December 31, 2017 Sales reserve as of January 1, 2017 $ 129 Provision related to sales made in current period 1,274 Adjustment related to sales made in prior periods 3 Actual returns or credits related to current period (1,156 ) Actual returns or credits related to prior periods (133 ) Sales reserve as of December 31, 2017 $ 117 |
Concentration risk | Revenue from these products were as follows for the years ended December 31, 2017 and 2016 ( in thousands, except percentages ): 2017 2016 Sales by % of total Sales by % of total Advanced Ambrotose ® $ 52,592 29.8 % $ 55,863 31.0 % TruHealth ™ 16,652 9.4 % 9,220 5.1 % Manapol ® Powder 11,183 6.3 % 2,153 1.2 % Ambrotose ® 8,459 4.8 % 10,196 5.7 % PLUS ™ 7,461 4.2 % 7,935 4.4 % Total $ 96,347 54.5 % $ 85,367 47.4 % |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair value, assets measured on recurring basis | The Company did not have any material financial liabilities that were required to be measured at fair value on a recurring basis at December 31, 2017 and 2016 . 2017 Level 1 Level 2 Level 3 Total Assets Money Market Funds – Fidelity, US $ — $ — $ — $ — Interest bearing deposits – various banks 23,695 — — 23,695 Total assets $ 23,695 $ — $ — $ 23,695 Amounts included in: Cash and cash equivalents $ 16,651 $ — $ — $ 16,651 Restricted cash 741 — — 741 Long-term restricted cash 6,303 — — 6,303 Total $ 23,695 $ — $ — $ 23,695 2016 Level 1 Level 2 Level 3 Total Assets Money Market Funds – Fidelity, US $ 12 $ — $ — $ 12 Interest bearing deposits – various banks 19,357 — — 19,357 Total assets $ 19,369 $ — $ — $ 19,369 Amounts included in: Cash and cash equivalents $ 13,326 $ — $ — $ 13,326 Restricted cash 737 — — 737 Long-term restricted cash 5,306 — — 5,306 Total $ 19,369 $ — $ — $ 19,369 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories as of December 31, 2017 and 2016 , consisted of the following (in thousands) : 2017 2016 Raw materials $ 879 $ 239 Finished goods 9,072 12,103 Inventory reserves for obsolescence (566 ) (381 ) Total $ 9,385 $ 11,961 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | As of December 31, 2017 and 2016 , property and equipment consisted of the following (in thousands) : 2017 2016 Office furniture and equipment $ 7,648 $ 7,791 Computer hardware 5,209 7,100 Computer software 49,687 48,316 Automobiles 81 81 Leasehold improvements 11,530 12,351 74,155 75,639 Less accumulated depreciation and amortization (70,618 ) (72,028 ) Property and equipment, net 3,537 3,611 Construction in progress 777 1,012 Total $ 4,314 $ 4,623 |
CAPITAL LEASE OBLIGATIONS (Tabl
CAPITAL LEASE OBLIGATIONS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Leases, Capital [Abstract] | |
Future minimum lease payments | The future minimum lease payments (in thousands) are as follows: 2018 $ 241 2019 78 2020 40 2021 28 2022 7 Total future minimum lease payments 394 Less: Amounts representing interest (effective interest rate 5.61%) (22 ) Present value of minimum lease payments 372 Current portion of capital lease obligations 228 Long-term portion of capital lease obligations $ 144 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued expenses | As of December 31, 2017 and 2016 , accrued expenses consisted of the following (in thousands) : 2017 2016 Accrued asset purchases $ 238 $ 341 Accrued compensation 1,685 1,533 Accrued royalties 55 75 Accrued sales and other taxes 260 1,446 Other accrued operating expenses 785 675 Customer deposits and sales returns 153 137 Accrued travel expenses related to corporate events 1,156 255 Accrued shipping and handling costs 691 290 Rent expense 211 219 Accrued legal and accounting fees 537 634 $ 5,771 $ 5,605 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income before income taxes | The components of the Company’s income before income taxes are attributable to the following jurisdictions for the years ended December 31 (in thousands) : 2017 2016 United States $ (6,911 ) $ (2,368 ) Foreign 9,371 1,413 $ 2,460 $ (955 ) |
Income tax provision | The components of the Company’s income tax expense for the years ended December 31 (in thousands) : Current provision (benefit): 2017 2016 Federal $ (1,157 ) $ (396 ) State 75 59 Foreign 3,186 1,438 2,104 1,101 Deferred provision (benefit): Federal 1,185 (95 ) State (425 ) (25 ) Foreign 1,383 (1,350 ) 2,143 (1,470 ) $ 4,247 $ (369 ) |
Reconciliation of effective income tax rate and United States federal statutory income tax rate | A reconciliation of the Company’s effective income tax rate and the United States federal statutory income tax rate is summarized as follows, for the years ended December 31: 2017 2016 Federal statutory income taxes 35.0 % 35.0 % State income taxes, net of federal benefit (8.0 ) (4.1 ) Difference in foreign and United States tax on foreign operations (68.6 ) 9.5 Effect of changes in valuation allowance 121.1 59.0 Effect of change in uncertain tax positions (net) (22.6 ) 12.8 Federal Sub-Part F Income from foreign operations 6.6 (27.4 ) Federal Transition Tax (net of deduction) 191.4 — Effect of changes in tax rates 32.5 — Foreign Exchange 9.4 (45.7 ) Prior year adjustments 17.4 — Other deferred - NOL expiration 26.0 — Foreign tax credits and withholding tax (180.8 ) — Meals and entertainment 5.5 — Other permanent items 4.4 — Other 3.4 (0.4 ) 172.7 % 38.7 % |
Deferred tax assets and liabilities | Significant components of the Company’s deferred tax assets and liabilities consisted of the following at December 31 (in thousands) : Deferred tax assets: 2017 2016 Deferred revenue $ 353 $ 492 Inventory capitalization 147 258 Inventory reserves 112 82 Accrued expenses 917 799 Depreciation and amortization 1,506 2,181 Net operating loss (1) 6,549 6,021 Deferred royalty 5 18 Non-cash accounting charges related to stock options and warrants 464 715 Foreign tax credit carryover 5,544 3,797 Other 360 932 Total deferred tax assets $ 15,957 $ 15,295 Valuation allowance (11,436 ) (8,458 ) Total deferred tax assets, net of valuation allowance $ 4,521 $ 6,837 Deferred tax liabilities: Prepaid expenses $ 239 $ 380 Deferred commissions 543 742 Internally-developed software 381 205 Fixed assets 266 178 Total deferred tax liabilities $ 1,429 $ 1,505 Total net deferred tax asset $ 3,092 $ 5,332 (1) The Company’s net operating loss will expire as follows (dollar amounts in thousands): Jurisdiction Gross NOL Tax Effected NOL Expiration Years Canada $ 9 $ 2 2026 Colombia $ 1,641 $ 558 Indefinite Cyprus $ 8 $ 1 2021 Denmark $ 9 $ 2 Indefinite Hong Kong $ 110 $ 18 Indefinite Japan $ 400 $ 139 Indefinite Mexico $ 9,395 $ 2,819 2020-2027 Norway $ 263 $ 61 Indefinite Russia (1) $ 49 $ 10 Indefinite Singapore $ 131 $ 22 Indefinite South Africa $ 239 $ 67 Indefinite Sweden $ 549 $ 121 Indefinite Switzerland $ 10,893 $ 1,001 2018-2023 Taiwan $ 4,707 $ 800 2018-2026 Ukraine (2) $ 604 $ 109 Indefinite United Kingdom $ 454 $ 86 Indefinite (1) On August 1, 2016, the Company established a legal entity in Russia. (2) On March 21, 2014, the Company suspended operations in the Ukraine, but maintains the legal entity. |
Net operating loss by Jurisdiction | The Company’s net operating loss will expire as follows (dollar amounts in thousands): Jurisdiction Gross NOL Tax Effected NOL Expiration Years Canada $ 9 $ 2 2026 Colombia $ 1,641 $ 558 Indefinite Cyprus $ 8 $ 1 2021 Denmark $ 9 $ 2 Indefinite Hong Kong $ 110 $ 18 Indefinite Japan $ 400 $ 139 Indefinite Mexico $ 9,395 $ 2,819 2020-2027 Norway $ 263 $ 61 Indefinite Russia (1) $ 49 $ 10 Indefinite Singapore $ 131 $ 22 Indefinite South Africa $ 239 $ 67 Indefinite Sweden $ 549 $ 121 Indefinite Switzerland $ 10,893 $ 1,001 2018-2023 Taiwan $ 4,707 $ 800 2018-2026 Ukraine (2) $ 604 $ 109 Indefinite United Kingdom $ 454 $ 86 Indefinite |
Summary of valuation allowance | Country 2017 2016 Colombia $ 0.6 $ 0.3 Mexico 2.8 2.4 South Africa 0.1 — Sweden 0.1 0.1 Switzerland — 0.1 Taiwan 0.8 1.3 Ukraine 0.1 0.1 United Kingdom 0.1 — United States 6.8 4.1 Other Jurisdictions — 0.1 Total $ 11.4 $ 8.5 |
Deferred tax assets (liabilities) classified in Consolidated Balance Sheets | Deferred tax assets (liabilities) are classified in the accompanying Consolidated Balance Sheets of December 31 as follows (in thousands) : 2017 2016 Noncurrent deferred tax assets $ 4,239 $ 5,368 Long-term deferred tax liabilities (1,147 ) (29 ) Net deferred tax assets $ 3,092 $ 5,339 |
Unrecognized tax benefits | 2017 2016 Balance as of January 1 $ 733 $ 715 Additions for tax positions related to the current year — 90 Additions for tax positions of prior years — 54 Reductions of tax positions of prior years (576 ) (126 ) Balance as of December 31 $ 157 $ 733 |
Tax years subject to examinations | As of December 31, 2017 , the tax years that remained subject to examination by a major tax jurisdiction for the Company’s most significant subsidiaries were as follows: Jurisdiction Open Years Australia 2013-2017 Canada 2013-2017 China 2016-2017 Denmark 2014-2017 Japan 2014-2017 Mexico 2013-2017 Norway 2010-2017 Republic of Korea 2011-2017 Singapore 2013-2017 South Africa 2014-2017 Sweden 2012-2017 Switzerland 2013-2017 Taiwan 2012-2017 United Kingdom 2014-2017 United States 2014-2017 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Benefit Plan's projected benefit obligation and valuation of plan assets | The Benefit Plan’s projected benefit obligation and valuation of plan assets were as follows for the years ended December 31 (in thousands) : Projected benefit obligation: 2017 2016 Balance, beginning of year $ 451 $ 479 Service cost 76 83 Interest cost 2 2 Liability (gain) loss (9 ) 6 Benefits paid to participants (170 ) (138 ) Foreign currency 17 19 Balance, end of year $ 367 $ 451 Plan assets: 2017 2016 Fair value, beginning of year $ — $ — Company contributions 170 138 Benefits paid to participants (170 ) (138 ) Fair value, end of year $ — $ — Funded status of the Benefit Plan as of December 31 (in thousands) : 2017 2016 Benefit obligation $ (367 ) $ (451 ) Fair value of plan assets — — Excess of benefit obligation over fair value of plan assets $ (367 ) $ (451 ) Amounts recognized in the accompanying Consolidated Balance Sheets consist of, as of December 31 (in thousands) : 2017 2016 Accrued benefit liability $ (367 ) $ (451 ) Transition obligation and unrealized gain (289 ) (307 ) Net amount recognized in the consolidated balance sheets $ (656 ) $ (758 ) Years Ended December 31, Other changes recognized in comprehensive income (in thousands): 2017 2016 Net periodic cost $ 40 $ 46 Current year actuarial (gain) loss (9 ) 6 Amortization of transition obligation (4 ) (4 ) Total recognized in other comprehensive income (loss) (13 ) 2 Total recognized in comprehensive income $ 27 $ 48 As of December 31, Amounts not yet reflected in net periodic benefit cost and included in accumulated other comprehensive gain (in thousands) : 2017 2016 Transition obligation $ 28 $ 30 Prior service cost 252 283 Net actuarial gain (loss) 9 (6 ) Total recognized in accumulated other comprehensive gain $ 289 $ 307 2017 estimated amounts of amortized transition obligation (in thousands): 2017 Transition obligation $ (4 ) As of December 31, Aggregate Benefit Plan information and accumulated benefit obligation in excess of plan assets (in thousands): 2017 2016 Projected benefit obligation $ 367 $ 451 Accumulated benefit obligation 367 451 Fair value of plan assets — — |
Weighted-average assumptions to determine the benefit obligation and net cost | The weighted-average assumptions to determine the benefit obligation and net cost are as follows: 2017 2016 Discount rate 0.30 % 0.30 % Rate of increase in compensation levels — — |
Pension expense for Benefit Plan included in selling, general and administrative expenses | Pension costs, which are included within Consolidated Statement of Operations are detailed below for the years ended December 31 (in thousands) : 2017 2016 Service cost $ 76 $ 83 Interest cost 2 2 Amortization of transition obligation 4 4 Prior service cost (42 ) (43 ) Total pension expense $ 40 $ 46 |
Benefits expected to be paid by the Benefit Plan | As of December 31, 2017 , benefits expected to be paid by the Benefit Plan for the next ten years is approximately as follows (in thousands) : 2018 $ 24 2019 26 2020 27 2021 25 2022 58 Next five years 324 Total expected benefits to be paid $ 484 |
STOCK BASED COMPENSATION (Table
STOCK BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Changes in stock options outstanding | A summary of changes in stock options outstanding during the year ended December 31, 2017 , is as follows: 2017 Number of Options (in thousands) Weighted average exercise price Weighted average remaining contractual life (in years) Aggregate intrinsic value (in thousands) Outstanding at beginning of year 252 $ 16.65 Granted 10 14.18 Exercised (15 ) 5.48 Expired — — Outstanding at end of year 247 $ 17.23 5.53 $ (552 ) Options exercisable at year end 232 $ 17.26 5.31 $ (524 ) |
Assumptions used to calculate compensation expense and fair value of stock options granted | The following assumptions were used to calculate the compensation expense and the calculated fair value of stock options granted each year: 2017 2016 Dividend yield: 3.5 % 2.5 % Risk-free interest rate: 1.7 % 1.1 – 1.7 % Expected market price volatility: 64.4 % 67.4 – 73.5 % Average expected life of stock options: 4.5 years 4.5 years |
Share-based compensation expense | The Company recorded the following amounts related to the expense of the fair values of options and restricted share awards during the years ended December 31, 2017 and 2016 (in thousands) : 2017 2016 Selling, general and administrative expenses and income from operations before income taxes $ 246 $ 690 Benefit for income taxes (45 ) (86 ) Effect on net income $ 201 $ 604 |
Unrecognized compensation cost | As of December 31, 2017 , the Company had approximately $0.2 million of total unrecognized compensation expense related to stock options and restricted share awards currently outstanding, to be recognized in future years, ending December 31, as follows (in thousands): Total gross unrecognized compensation expense Total tax benefit associated with unrecognized compensation expense Total net unrecognized compensation expense 2018 $ 122 $ 20 $ 102 2019 38 3 35 $ 160 $ 23 $ 137 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future minimum rental commitments for non-cancelable operating leases | Approximate future minimum rental commitments for non-cancelable operating leases (in thousands) are as follows: Years ending December 31, 2018 $ 2,639 2019 1,353 2020 602 2021 487 2022 491 Thereafter 2,801 $ 8,373 |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Components of accumulated other comprehensive income (loss) | The after-tax components of accumulated other comprehensive income, are as follows (in thousands) : Foreign Currency Translation Pension Postretirement Benefit Obligation Accumulated Other Comprehensive Income, Net Balance as of December 31, 2016 $ 1,534 $ 300 $ 1,834 Current-period change before reclassifications 4,169 — 4,169 Amounts reclassified from accumulated other comprehensive income — (29 ) (29 ) Income tax benefit — 10 10 Balance as of December 31, 2017 $ 5,703 $ 281 $ 5,984 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Net sales shipped to customers by geographic region | Consolidated net sales shipped to customers in these regions, along with pack and product information for the years ended December 31, are as follows (in millions, except percentages) : Region 2017 2016 Americas $ 64.2 36.3 % $ 70.2 38.9 % Asia/Pacific 98.8 55.9 % 96.2 53.4 % EMEA 13.7 7.8 % 13.9 7.7 % Total $ 176.7 100.0 % $ 180.3 100.0 % |
Product and pack information | 2017 2016 Consolidated product sales $ 157.9 $ 148.6 Consolidated pack sales and associate fees (a) 14.2 26.7 Consolidated other, including freight 4.6 5.0 Total $ 176.7 $ 180.3 a) Coincident with the introduction of the 2017 Associate Compensation Plan, which was implemented on July 1, 2017, the Company collects associate fees, which each associate pays to the Company annually in order to be entitled to earn commissions, benefits and incentives for that year. The Company collected associate fees within the United States, Canada, South Africa, Japan, Australia, New Zealand, Singapore, Hong Kong, and Taiwan during the year ended December 31, 2017. Prior to the change, associates purchased packs that were bundles of products within these respective geographic markets. Since implementing the 2017 Associate Compensation Plan, total associate fees represented an immaterial amount of total sales. |
Long-lived assets, by geographic region | Long-lived assets by region, which include property and equipment and construction in progress for the Company and its subsidiaries, as of December 31, reside in the following regions, as follows (in millions) : Region 2017 2016 Americas $ 2.9 $ 3.1 Asia/Pacific 1.3 1.4 EMEA 0.1 0.1 Total $ 4.3 $ 4.6 |
Inventory balances, by country | Inventory balances by region, which consist of raw materials and finished goods, including promotional materials, and offset by obsolete inventories, for the Company and its subsidiaries, reside in the following regions as of December 31, as follows (in millions) : Region 2017 2016 Americas 3.5 4.8 Asia/Pacific 4.5 4.2 EMEA 1.4 3.0 Total $ 9.4 $ 12.0 |
ORGANIZATION AND SUMMARY OF S39
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Company Organization (Details) | 12 Months Ended |
Dec. 31, 2017region | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of regions in which company sells products | 3 |
ORGANIZATION AND SUMMARY OF S40
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Foreign Currency Translation (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Foreign current transaction losses | $ 0.3 | $ 1.8 |
ORGANIZATION AND SUMMARY OF S41
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash and Cash Equivalents (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Cash and Cash Equivalents [Line Items] | ||
Credit card receivables | $ 2 | $ 0.5 |
Cash and cash equivalents held in bank accounts in foreign countries | 30.6 | $ 27.5 |
South Korea | ||
Cash and Cash Equivalents [Line Items] | ||
Net assets | $ 32.7 |
ORGANIZATION AND SUMMARY OF S42
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Restricted Cash (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Restricted cash | $ 9.1 | $ 7.9 |
ORGANIZATION AND SUMMARY OF S43
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accounts Receivable (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Allowance for doubtful accounts | $ 0.6 | $ 0.5 |
ORGANIZATION AND SUMMARY OF S44
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property, Plant, and Equipment (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Office furniture and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 5 years |
Office furniture and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 7 years |
Computer hardware and software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 3 years |
Computer hardware and software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 5 years |
Automobiles | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 3 years |
Automobiles | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 5 years |
Leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 2 years |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of assets | 10 years |
ORGANIZATION AND SUMMARY OF S45
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Other assets | $ 3,876 | $ 4,013 |
Deposits for building leases | 1,900 | 2,200 |
Deposit assets | 1,700 | 1,500 |
Indefinite lived intangible assets | $ 200 | $ 200 |
ORGANIZATION AND SUMMARY OF S46
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Notes Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Notes payable outstanding | $ 800 | $ 1,400 |
Current notes payable | 815 | 801 |
Notes payable, long-term portion | $ 0 | $ 567 |
ORGANIZATION AND SUMMARY OF S47
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Other long-term liabilities | $ 1,265 | $ 1,465 |
Uncertain income tax positions recorded in noncurrent liabilities | 200 | 200 |
Accrued lease restoration costs | 400 | 600 |
Accrued benefit liability | 367 | 451 |
Japan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Accrued benefit liability | $ 400 | $ 500 |
ORGANIZATION AND SUMMARY OF S48
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition and Deferred Commissions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Deferred revenue | $ 8,600 | $ 8,200 | |
Deferred revenue associated with customer loyalty programs | 6,406 | 7,033 | $ 8,073 |
Deferred commissions | $ 3,880 | $ 3,229 | |
Customer returns, days after original sale date | 90 days | ||
Percentage of sale returns | 1.50% |
ORGANIZATION AND SUMMARY OF S49
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Loyalty Program Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Movement in Deferred Revenue [Roll Forward] | ||
Loyalty program deferred revenue, beginning balance | $ 7,033 | $ 8,073 |
Loyalty points forfeited or expired | (5,895) | (6,963) |
Loyalty points used | (14,316) | (15,451) |
Loyalty points vested | 17,836 | 20,085 |
Loyalty points unvested | 1,748 | 1,289 |
Loyalty program deferred revenue, ending balance | $ 6,406 | $ 7,033 |
ORGANIZATION AND SUMMARY OF S50
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Sales Reserves (Details) - Reserve for sales returns $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |
Balance at Beginning of Year | $ 129 |
Provision related to sales made in current period | 1,274 |
Adjustment related to sales made in prior periods | 3 |
Actual returns or credits related to current period | (1,156) |
Actual returns or credits related to prior periods | (133) |
Balance at End of Year | $ 117 |
ORGANIZATION AND SUMMARY OF S51
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Advertising Expense (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Advertising expense | $ 5.8 | $ 6 |
ORGANIZATION AND SUMMARY OF S52
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Research and Development Expenses (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Research and development expenses | $ 1.2 | $ 1.4 |
ORGANIZATION AND SUMMARY OF S53
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Stock-based Compensation (Details) | 12 Months Ended |
Dec. 31, 2017plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of active stock based compensation plan | 1 |
Percentages of stock option ownership considered for higher exercise price of option | 10.00% |
Option exercise price as percentages of closing exercise price | 110.00% |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option exercise price as percentages of closing exercise price | 110.00% |
Vesting period of stock options | 3 years |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentages of stock option ownership considered for higher exercise price of option | 10.00% |
Vesting period of stock options | 2 years |
Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expiration period of stock option plan | 10 years |
Incentive Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expiration period of stock option plan | 5 years |
ORGANIZATION AND SUMMARY OF S54
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Software Development Costs (Details) - Software | 12 Months Ended |
Dec. 31, 2017 | |
Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life (in years) | 3 years |
Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life (in years) | 5 years |
ORGANIZATION AND SUMMARY OF S55
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentration Risk (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Concentration Risk [Line Items] | ||
Sales by product | $ 96,347 | $ 85,367 |
% of total net sales | 54.50% | 47.40% |
Advanced Ambrotose® | Product Concentration Risk | ||
Concentration Risk [Line Items] | ||
Sales by product | $ 52,592 | $ 55,863 |
% of total net sales | 29.80% | 31.00% |
TruHealth™ | Product Concentration Risk | ||
Concentration Risk [Line Items] | ||
Sales by product | $ 16,652 | $ 9,220 |
% of total net sales | 9.40% | 5.10% |
Manapol® Powder | Product Concentration Risk | ||
Concentration Risk [Line Items] | ||
Sales by product | $ 11,183 | $ 2,153 |
% of total net sales | 6.30% | 1.20% |
Ambrotose® | Product Concentration Risk | ||
Concentration Risk [Line Items] | ||
Sales by product | $ 8,459 | $ 10,196 |
% of total net sales | 4.80% | 5.70% |
PLUS ™ | Product Concentration Risk | ||
Concentration Risk [Line Items] | ||
Sales by product | $ 7,461 | $ 7,935 |
% of total net sales | 4.20% | 4.40% |
FAIR VALUE (Details)
FAIR VALUE (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted cash | $ 9,100 | $ 7,900 |
Recurring Basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money Market Funds – Fidelity, US | 0 | 12 |
Interest bearing deposits – various banks | 23,695 | 19,357 |
Cash and cash equivalents | 16,651 | 13,326 |
Restricted cash | 741 | 737 |
Long-term restricted cash | 6,303 | 5,306 |
Total | 23,695 | 19,369 |
Recurring Basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money Market Funds – Fidelity, US | 0 | 12 |
Interest bearing deposits – various banks | 23,695 | 19,357 |
Cash and cash equivalents | 16,651 | 13,326 |
Restricted cash | 741 | 737 |
Long-term restricted cash | 6,303 | 5,306 |
Total | 23,695 | 19,369 |
Recurring Basis | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money Market Funds – Fidelity, US | 0 | 0 |
Interest bearing deposits – various banks | 0 | 0 |
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | 0 |
Long-term restricted cash | 0 | 0 |
Total | 0 | 0 |
Recurring Basis | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money Market Funds – Fidelity, US | 0 | 0 |
Interest bearing deposits – various banks | 0 | 0 |
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | 0 |
Long-term restricted cash | 0 | 0 |
Total | $ 0 | $ 0 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 879 | $ 239 |
Finished goods | 9,072 | 12,103 |
Inventory reserves for obsolescence | (566) | (381) |
Total | $ 9,385 | $ 11,961 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Summary of property and equipment [Abstract] | ||
Property and equipment, gross | $ 74,155 | $ 75,639 |
Less accumulated depreciation and amortization | (70,618) | (72,028) |
Property and equipment, net | 3,537 | 3,611 |
Construction in progress | 777 | 1,012 |
Total | 4,314 | 4,623 |
Office furniture and equipment | ||
Summary of property and equipment [Abstract] | ||
Property and equipment, gross | 7,648 | 7,791 |
Computer hardware | ||
Summary of property and equipment [Abstract] | ||
Property and equipment, gross | 5,209 | 7,100 |
Computer software | ||
Summary of property and equipment [Abstract] | ||
Property and equipment, gross | 49,687 | 48,316 |
Automobiles | ||
Summary of property and equipment [Abstract] | ||
Property and equipment, gross | 81 | 81 |
Leasehold improvements | ||
Summary of property and equipment [Abstract] | ||
Property and equipment, gross | $ 11,530 | $ 12,351 |
CAPITAL LEASE OBLIGATIONS (Deta
CAPITAL LEASE OBLIGATIONS (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Net book value of leased assets | $ 400 | $ 700 |
Schedule of future minimum lease payments [Abstract] | ||
2,018 | 241 | |
2,019 | 78 | |
2,020 | 40 | |
2,021 | 28 | |
2,022 | 7 | |
Total future minimum lease payments | 394 | |
Less: Amounts representing interest (effective interest rate 5.61%) | (22) | |
Present value of minimum lease payments | 372 | |
Current portion of capital lease obligations | 228 | 357 |
Long-term portion of capital lease obligations | $ 144 | $ 261 |
Capital Lease Obligations | ||
Schedule of future minimum lease payments [Abstract] | ||
Effective interest rate | 5.61% |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Summary of accrued expenses [Abstract] | ||
Accrued asset purchases | $ 238 | $ 341 |
Accrued compensation | 1,685 | 1,533 |
Accrued royalties | 55 | 75 |
Accrued sales and other taxes | 260 | 1,446 |
Other accrued operating expenses | 785 | 675 |
Customer deposits and sales returns | 153 | 137 |
Accrued travel expenses related to corporate events | 1,156 | 255 |
Accrued shipping and handling costs | 691 | 290 |
Rent expense | 211 | 219 |
Accrued legal and accounting fees | 537 | 634 |
Total | $ 5,771 | $ 5,605 |
INCOME TAXES - Income Before In
INCOME TAXES - Income Before Income Taxes by Jurisdiction and Component (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Components of Company's loss before income taxes [Abstract] | ||
United States | $ (6,911) | $ (2,368) |
Foreign | 9,371 | 1,413 |
Income (loss) before income taxes | 2,460 | (955) |
Current provision (benefit): | ||
Federal | (1,157) | (396) |
State | 75 | 59 |
Foreign | 3,186 | 1,438 |
Total | 2,104 | 1,101 |
Deferred provision (benefit): | ||
Federal | 1,185 | (95) |
State | (425) | (25) |
Foreign | 1,383 | (1,350) |
Total | 2,143 | (1,470) |
Total | $ 4,247 | $ (369) |
INCOME TAXES - Effective Income
INCOME TAXES - Effective Income Tax Rate Reconcilliation (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of effective income tax rate and United States federal statutory income tax rate [Abstract] | ||
Federal statutory income taxes | 35.00% | 35.00% |
State income taxes, net of federal benefit | (8.00%) | (4.10%) |
Difference in foreign and United States tax on foreign operations | (68.60%) | 9.50% |
Effect of changes in valuation allowance | 121.10% | 59.00% |
Effect of change in uncertain tax positions (net) | (22.60%) | 12.80% |
Federal Sub-Part F Income from foreign operations | 6.60% | (27.40%) |
Federal Transition Tax (net of deduction) | 191.40% | 0.00% |
Effect of changes in tax rates | 32.50% | 0.00% |
Foreign Exchange | 9.40% | (45.70%) |
Prior year adjustments | 17.40% | 0.00% |
Other deferred - NOL expiration | 26.00% | 0.00% |
Foreign tax credits and withholding tax | (180.80%) | (0.00%) |
Meals and entertainment | 5.50% | 0.00% |
Other permanent items | 4.40% | (0.00%) |
Other | 3.40% | (0.40%) |
Total | 172.70% | 38.70% |
INCOME TAXES - Summary of Defer
INCOME TAXES - Summary of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Deferred revenue | $ 353 | $ 492 |
Inventory capitalization | 147 | 258 |
Inventory reserves | 112 | 82 |
Accrued expenses | 917 | 799 |
Depreciation and amortization | 1,506 | 2,181 |
Net operating loss | 6,549 | 6,021 |
Deferred royalty | 5 | 18 |
Non-cash accounting charges related to stock options and warrants | 464 | 715 |
Foreign tax credit carryover | 5,544 | 3,797 |
Other | 360 | 932 |
Total deferred tax assets | 15,957 | 15,295 |
Valuation allowance | (11,436) | (8,458) |
Total deferred tax assets, net of valuation allowance | 4,521 | 6,837 |
Deferred tax liabilities: | ||
Prepaid expenses | 239 | 380 |
Deferred commissions | 543 | 742 |
Internally-developed software | 381 | 205 |
Fixed assets | 266 | 178 |
Total deferred tax liabilities | 1,429 | 1,505 |
Total net deferred tax assets | 3,092 | 5,332 |
Canada | ||
Operating Loss Carryforwards [Line Items] | ||
Gross NOL | 9 | |
Tax Effected NOL | 2 | |
Colombia | ||
Deferred tax assets: | ||
Valuation allowance | (600) | (300) |
Operating Loss Carryforwards [Line Items] | ||
Gross NOL | 1,641 | |
Tax Effected NOL | 558 | |
Cyprus | ||
Operating Loss Carryforwards [Line Items] | ||
Gross NOL | 8 | |
Tax Effected NOL | 1 | |
Denmark | ||
Operating Loss Carryforwards [Line Items] | ||
Gross NOL | 9 | |
Tax Effected NOL | 2 | |
Hong Kong | ||
Operating Loss Carryforwards [Line Items] | ||
Gross NOL | 110 | |
Tax Effected NOL | 18 | |
Japan | ||
Operating Loss Carryforwards [Line Items] | ||
Gross NOL | 400 | |
Tax Effected NOL | 139 | |
Mexico | ||
Deferred tax assets: | ||
Valuation allowance | (2,800) | (2,400) |
Operating Loss Carryforwards [Line Items] | ||
Gross NOL | 9,395 | |
Tax Effected NOL | 2,819 | |
Norway | ||
Operating Loss Carryforwards [Line Items] | ||
Gross NOL | 263 | |
Tax Effected NOL | 61 | |
Russia | ||
Operating Loss Carryforwards [Line Items] | ||
Gross NOL | 49 | |
Tax Effected NOL | 10 | |
Singapore | ||
Operating Loss Carryforwards [Line Items] | ||
Gross NOL | 131 | |
Tax Effected NOL | 22 | |
South Africa | ||
Deferred tax assets: | ||
Valuation allowance | (100) | 0 |
Operating Loss Carryforwards [Line Items] | ||
Gross NOL | 239 | |
Tax Effected NOL | 67 | |
Sweden | ||
Deferred tax assets: | ||
Valuation allowance | (100) | (100) |
Operating Loss Carryforwards [Line Items] | ||
Gross NOL | 549 | |
Tax Effected NOL | 121 | |
Switzerland | ||
Deferred tax assets: | ||
Valuation allowance | 0 | (100) |
Operating Loss Carryforwards [Line Items] | ||
Gross NOL | 10,893 | |
Tax Effected NOL | 1,001 | |
Taiwan | ||
Deferred tax assets: | ||
Valuation allowance | (800) | (1,300) |
Operating Loss Carryforwards [Line Items] | ||
Gross NOL | 4,707 | |
Tax Effected NOL | 800 | |
Ukraine | ||
Deferred tax assets: | ||
Valuation allowance | (100) | (100) |
Operating Loss Carryforwards [Line Items] | ||
Gross NOL | 604 | |
Tax Effected NOL | 109 | |
United Kingdom | ||
Deferred tax assets: | ||
Valuation allowance | (100) | $ 0 |
Operating Loss Carryforwards [Line Items] | ||
Gross NOL | 454 | |
Tax Effected NOL | $ 86 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Tax Credit Carryforward [Line Items] | |||
Valuation allowance | $ 11,436 | $ 8,458 | |
Tax Cuts And Jobs Act Of 2017, incomplete accounting, change in tax rate, provisional income tax expense | 800 | ||
Tax Cuts And Jobs Act Of 2017, incomplete accounting, transition tax for accumulated foreign earnings, provisional income tax expense | 1,700 | ||
Foreign earnings intended to be repatriated | 25,000 | ||
Tax Cuts And Jobs Act Of 2017, incomplete accounting, change in tax rate, deferred tax liability, provisional income tax benefit | 1,300 | ||
Unrecognized tax benefits | 157 | 733 | $ 715 |
Unrecognized tax benefits, accrued interest and penalties | 100 | 300 | |
Unrecognized tax benefits, income tax penalties and expense | 9 | $ 42 | |
Current Liabilities | |||
Tax Credit Carryforward [Line Items] | |||
Unrecognized tax benefits | 200 | ||
Other Long-term Liabilities | |||
Tax Credit Carryforward [Line Items] | |||
Unrecognized tax benefits | 200 | ||
Foreign Tax Credit Carryforward | |||
Tax Credit Carryforward [Line Items] | |||
Tax credit carryforward | 5,500 | ||
Charitable Contribution Carryforward | |||
Tax Credit Carryforward [Line Items] | |||
Tax credit carryforward | $ 200 |
INCOME TAXES - Valuation Allowa
INCOME TAXES - Valuation Allowance(Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Valuation Allowance [Line Items] | ||
Valuation allowance | $ 11,436 | $ 8,458 |
Colombia | ||
Valuation Allowance [Line Items] | ||
Valuation allowance | 600 | 300 |
Mexico | ||
Valuation Allowance [Line Items] | ||
Valuation allowance | 2,800 | 2,400 |
South Africa | ||
Valuation Allowance [Line Items] | ||
Valuation allowance | 100 | 0 |
Sweden | ||
Valuation Allowance [Line Items] | ||
Valuation allowance | 100 | 100 |
Switzerland | ||
Valuation Allowance [Line Items] | ||
Valuation allowance | 0 | 100 |
Taiwan | ||
Valuation Allowance [Line Items] | ||
Valuation allowance | 800 | 1,300 |
Ukraine | ||
Valuation Allowance [Line Items] | ||
Valuation allowance | 100 | 100 |
United Kingdom | ||
Valuation Allowance [Line Items] | ||
Valuation allowance | 100 | 0 |
United States | ||
Valuation Allowance [Line Items] | ||
Valuation allowance | 6,800 | 4,100 |
Other Jurisdictions | ||
Valuation Allowance [Line Items] | ||
Valuation allowance | $ 0 | $ 100 |
INCOME TAXES - Deferred Income
INCOME TAXES - Deferred Income Tax Classification (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Long-term deferred tax assets, net | $ 4,239 | $ 5,368 |
Long-term deferred tax liabilities | 1,147 | 29 |
Net deferred tax assets | $ 3,092 | $ 5,339 |
INCOME TAXES - Unrecognized Tax
INCOME TAXES - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of beginning and ending amount of unrecognized tax benefits [Roll Forward] | ||
Balance as of January 1 | $ 733 | $ 715 |
Additions for tax positions related to the current year | 0 | 90 |
Additions for tax positions of prior years | 0 | 54 |
Reductions of tax positions of prior years | (576) | (126) |
Balance as of December 31 | $ 157 | $ 733 |
TRANSACTIONS WITH RELATED PAR68
TRANSACTIONS WITH RELATED PARTIES AND AFFILIATES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | ||
Commissions and incentives | $ 74,550 | $ 74,215 |
Directors, Officers and Family Members on M5M Foundation Board | ||
Related Party Transaction [Line Items] | ||
Cash donations | 500 | 600 |
Son of the Chairman of the Board | ||
Related Party Transaction [Line Items] | ||
Officers' compensation | 275 | 294 |
Member of the Board of Directors and Family | ||
Related Party Transaction [Line Items] | ||
Payment of employment related commissions and incentives | 2,400 | 2,900 |
Member of the Board of Directors | ||
Related Party Transaction [Line Items] | ||
Payment of employment related commissions and incentives | 2,200 | 2,700 |
Family members of a Member of the Board of Directors | ||
Related Party Transaction [Line Items] | ||
Payment of employment related commissions and incentives | 200 | 200 |
Son of member of Board of Directors | ||
Related Party Transaction [Line Items] | ||
Payment of employment related commissions and incentives | 200 | 200 |
Professional fees | 100 | |
Daughter and Daughter-in-law of Member of Board of Directors | ||
Related Party Transaction [Line Items] | ||
Payment of employment related commissions and incentives | 100 | 100 |
Second son of member of Board of Directors | ||
Related Party Transaction [Line Items] | ||
Payment of employment related commissions and incentives | 100 | 100 |
Immediate Family Member Of Management Or Principal Owner Three | ||
Related Party Transaction [Line Items] | ||
Payment of employment related commissions and incentives | 100 | 100 |
Commissions and incentives | 100 | $ 100 |
Transfer Of Associate Position | ||
Related Party Transaction [Line Items] | ||
Payment of employment related commissions and incentives | $ 1,000 |
EMPLOYEE BENEFIT PLANS - Narrat
EMPLOYEE BENEFIT PLANS - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Retirement Benefits [Abstract] | ||
Service period, minimum | 3 months | |
Employees eligible age under plan, minimum | 21 years | |
Maximum annual contribution per employee | 100.00% | |
Vesting period of employer's matching contributions | 5 years | |
Contributions by employer | $ 300 | $ 400 |
Expected employer's contributions in 2018 | $ 24 |
EMPLOYEE BENEFIT PLANS - Projec
EMPLOYEE BENEFIT PLANS - Projected Benefit Obligation and Fair Value of Plan Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Projected benefit obligation: | ||
Balance, beginning of year | $ 451 | $ 479 |
Service cost | 76 | 83 |
Interest cost | 2 | 2 |
Liability (gain) loss | (9) | 6 |
Benefits paid to participants | (170) | (138) |
Foreign currency | 17 | 19 |
Balance, end of year | 367 | 451 |
Plan assets: | ||
Fair value, beginning of year | 0 | 0 |
Company contributions | 170 | 138 |
Benefits paid to participants | (170) | (138) |
Fair value, end of year | $ 0 | $ 0 |
EMPLOYEE BENEFIT PLANS - Funded
EMPLOYEE BENEFIT PLANS - Funded Status (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Retirement Benefits [Abstract] | |||
Benefit obligation | $ (367) | $ (451) | $ (479) |
Fair value of plan assets | 0 | 0 | |
Excess of benefit obligation over fair value of plan assets | $ (367) | $ (451) |
EMPLOYEE BENEFIT PLANS - Amount
EMPLOYEE BENEFIT PLANS - Amounts Recognized in Accompanying Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Retirement Benefits [Abstract] | ||
Accrued benefit liability | $ (367) | $ (451) |
Transition obligation and unrealized gain | (289) | (307) |
Net amount recognized in the consolidated balance sheets | $ (656) | $ (758) |
EMPLOYEE BENEFIT PLANS - Other
EMPLOYEE BENEFIT PLANS - Other Changes Recognized in Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Retirement Benefits [Abstract] | ||
Net periodic cost | $ 40 | $ 46 |
Current year actuarial (gain) loss | (9) | 6 |
Amortization of transition obligation | (4) | (4) |
Total recognized in other comprehensive income (loss) | (13) | 2 |
Total recognized in comprehensive income | $ 27 | $ 48 |
EMPLOYEE BENEFIT PLANS - Amou74
EMPLOYEE BENEFIT PLANS - Amounts Not Yet Reflected in Net Period Benefit Cost and Included in Accumulated Other Comprehensive Gain (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Retirement Benefits [Abstract] | ||
Transition obligation | $ 28 | $ 30 |
Prior service cost | 252 | 283 |
Net actuarial gain (loss) | 9 | (6) |
Total recognized in accumulated other comprehensive gain | $ 289 | $ 307 |
EMPLOYEE BENEFIT PLANS - Estima
EMPLOYEE BENEFIT PLANS - Estimate Amounts of Amortized Transition Obligation (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Retirement Benefits [Abstract] | |
Transition obligation | $ (4) |
EMPLOYEE BENEFIT PLANS - Aggreg
EMPLOYEE BENEFIT PLANS - Aggregate Benefit Plan Information and Accumulated Benefit Plan Obligation Information (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Retirement Benefits [Abstract] | ||
Projected benefit obligation | $ 367 | $ 451 |
Accumulated benefit obligation | 367 | 451 |
Fair value of plan assets | $ 0 | $ 0 |
EMPLOYEE BENEFIT PLANS - Weight
EMPLOYEE BENEFIT PLANS - Weighted Average Assumption to Determine the Benefit Obligation (Details) | Dec. 31, 2017 | Dec. 31, 2016 |
Retirement Benefits [Abstract] | ||
Discount rate | 0.30% | 0.30% |
Rate of increase in compensation levels | 0.00% | 0.00% |
EMPLOYEE BENEFIT PLANS - Compon
EMPLOYEE BENEFIT PLANS - Components of Net Period Benefit Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Retirement Benefits [Abstract] | ||
Service cost | $ 76 | $ 83 |
Interest cost | 2 | 2 |
Amortization of transition obligation | 4 | 4 |
Prior service cost | (42) | (43) |
Total pension expense | $ 40 | $ 46 |
EMPLOYEE BENEFIT PLANS - Esti79
EMPLOYEE BENEFIT PLANS - Estimated Benefits and Contributions (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Retirement Benefits [Abstract] | |
2,018 | $ 24 |
2,019 | 26 |
2,020 | 27 |
2,021 | 25 |
2,022 | 58 |
Next five years | 324 |
Total expected benefits to be paid | $ 484 |
STOCK BASED COMPENSATION (Detai
STOCK BASED COMPENSATION (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017USD ($)plan$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Apr. 17, 2017shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of active stock based compensation plan | plan | 1 | ||
Number of shares authorized (in shares) | shares | 250,000 | ||
Number of shares available for grant (in shares) | shares | 240,000 | ||
Percentages of stock option ownership considered for higher exercise price of option | 10.00% | ||
Option exercise price as percentages of closing exercise price of stock for specific shareholders | 110.00% | ||
New shares issued (in shares) | shares | 15,000 | ||
Intrinsic value of exercised options | $ 200 | $ 100 | |
Non-vested shares (in shares) | shares | 15,000 | 35,000 | |
Number of Options [Roll Forward] | |||
Outstanding at beginning of year (in shares) | shares | 252,000 | ||
Granted (in shares) | shares | 10,000 | ||
Exercised (in shares) | shares | (15,000) | ||
Forfeited or expired (in shares) | shares | 0 | ||
Outstanding at end of year (in shares) | shares | 247,000 | 252,000 | |
Options exercisable at year end (in shares) | shares | 232,000 | ||
Weighted average exercise price [Roll Forward] | |||
Outstanding at beginning of year (in dollars per share) | $ / shares | $ 16.65 | ||
Granted (in dollars per share) | $ / shares | 14.18 | ||
Exercised (in dollars per share) | $ / shares | 5.48 | ||
Forfeited or expired (in dollars per share) | $ / shares | 0 | ||
Outstanding at end of year (in dollars per share) | $ / shares | 17.23 | $ 16.65 | |
Options exercisable at year end (in dollars per share) | $ / shares | $ 17.26 | ||
Weighted average remaining contractual life (in years) [Abstract] | |||
Outstanding at end of year | 5 years 6 months 11 days | ||
Options exercisable at year end | 5 years 3 months 22 days | ||
Aggregate intrinsic value [Abstract] | |||
Outstanding at end of year | $ (552) | ||
Options exercisable at year end | $ (524) | ||
Assumptions used to calculate compensation expense and fair value of stock options granted [Abstract] | |||
Dividend yield | 3.50% | 2.50% | |
Risk-free interest rate | 1.70% | ||
Risk-free interest rate, minimum | 1.10% | ||
Risk-free interest rate, maximum | 1.70% | ||
Expected volatility rate | 64.40% | ||
Expected market price volatility, minimum | 67.40% | ||
Expected market price volatility, maximum | 73.50% | ||
Average expected life of stock options | 4 years 6 months | 4 years 6 months | |
Weighted-average grant-date fair value (in dollars per share) | $ / shares | $ 5.87 | $ 11.90 | |
Total fair value of shares vested | $ 300 | $ 500 | |
Summary of amounts related to the expense of the fair values of options [Abstract] | |||
Selling, general and administrative expenses and income from operations before income taxes | 246 | 690 | |
Benefit for income taxes | (45) | (86) | |
Effect on net income | 201 | $ 604 | |
Unrecognized compensation expense [Abstract] | |||
Total gross unrecognized compensation expense in 2018 | 122 | ||
Total gross unrecognized compensation expense in 2019 | 38 | ||
Total unrecognized compensation expense | 160 | ||
Tax benefit associated with unrecognized compensation expense due current | 20 | ||
Tax benefit associated with unrecognized compensation expense in 2018 | 3 | ||
Total tax benefit associated with unrecognized compensation expense | 23 | ||
Total net unrecognized compensation expense in 2018 | 102 | ||
Total net unrecognized compensation expense in 2019 | 35 | ||
Total net unrecognized compensation expense | $ 137 | ||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | shares | 0 | ||
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentages of stock option ownership considered for higher exercise price of option | 10.00% | ||
Vesting period of stock options | 2 years | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Option exercise price as percentages of closing exercise price of stock for specific shareholders | 110.00% | ||
Vesting period of stock options | 3 years | ||
Board of Directors | |||
Number of Options [Roll Forward] | |||
Granted (in shares) | shares | 10,000 | ||
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period of stock option plan | 10 years | ||
Incentive Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period of stock option plan | 5 years | ||
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock awards during period (in shares) | shares | 13,000 | ||
2017 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized (in shares) | shares | 181,674 | ||
2008 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized (in shares) | shares | 68,326 |
COMMITMENTS AND CONTINGENCIES81
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Nov. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Total rent expense | $ 3,700 | $ 3,700 | |
Summary of future minimum rental commitments for non-cancelable operating leases [Abstract] | |||
2,018 | 2,639 | ||
2,019 | 1,353 | ||
2,020 | 602 | ||
2,021 | 487 | ||
2,022 | 491 | ||
Thereafter | 2,801 | ||
Total | 8,373 | ||
Royalty and Consulting Agreements [Abstract] | |||
Payment of royalties | 100 | $ 200 | |
Payable amount on termination of employment relationships with executives | 700 | ||
Natural Aloe de Costa Rica, S.A. | |||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |||
Purchase commitment, period | 4 years | ||
Purchase commitment aggregate amount | $ 14,900 |
LITIGATION (Details)
LITIGATION (Details) | Oct. 13, 2017USD ($) | Sep. 19, 2017USD ($) | Jun. 22, 2017USD ($) | Feb. 18, 2015USD ($) | Jan. 31, 2014USD ($) | Dec. 30, 2017payment | Nov. 07, 2017USD ($) | Oct. 25, 2017USD ($) | Mar. 31, 2017USD ($) |
Ms. Diana Anselmo and New Day Today Corporation | Settled Litigation | |||||||||
Loss Contingencies [Line Items] | |||||||||
Loss contingency accrual | $ 500,000 | ||||||||
Ms. Diana Anselmo and New Day Today Corporation | Past Commissions | Settled Litigation | |||||||||
Loss Contingencies [Line Items] | |||||||||
Damages sought | $ 600,000 | ||||||||
Ms. Diana Anselmo and New Day Today Corporation | Minimum | Future Commissions | Settled Litigation | |||||||||
Loss Contingencies [Line Items] | |||||||||
Damages sought | 2,000,000 | ||||||||
Ms. Diana Anselmo and New Day Today Corporation | Maximum | Future Commissions | Settled Litigation | |||||||||
Loss Contingencies [Line Items] | |||||||||
Damages sought | $ 3,100,000 | ||||||||
Natural Alternatives International Inc. | Settled Litigation | |||||||||
Loss Contingencies [Line Items] | |||||||||
Damages sought | $ 292,194 | ||||||||
Loss contingency, settlement, number of payments | payment | 2 | ||||||||
Loss contingency accrual, settlement, amount per payment | $ 100,000 | ||||||||
Natural Alternatives International Inc. | Pending Litigation | |||||||||
Loss Contingencies [Line Items] | |||||||||
Loss contingency accrual | $ 200,000 | ||||||||
Ralph Pinkston | Pending Litigation | |||||||||
Loss Contingencies [Line Items] | |||||||||
Damages sought | $ 200,000 | ||||||||
Busan Custom Office | Pending Litigation | |||||||||
Loss Contingencies [Line Items] | |||||||||
Damages paid | $ 1,000,000 | ||||||||
Dr. H. Reginald McDaniel | Pending Litigation | |||||||||
Loss Contingencies [Line Items] | |||||||||
Bankruptcy claims, amount of claims filed | $ 700,000 | ||||||||
Bankruptcy claims, proof of claim, amount | $ 700,000 |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) - USD ($) | Dec. 28, 2017 | Nov. 17, 2017 | Sep. 20, 2017 | Aug. 14, 2017 | Aug. 08, 2017 | Jun. 02, 2017 | Feb. 23, 2017 | Dec. 21, 2016 | Sep. 21, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Aug. 31, 2016 | Aug. 28, 2006 | Jun. 30, 2004 | May 19, 1998 |
Preferred Stock [Abstract] | ||||||||||||||||
Common stock, shares authorized (in shares) | 99,000,000 | 99,000,000 | 99,000,000 | 100,000,000 | ||||||||||||
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||
Preferred stock, shares issued (in shares) | 0 | 0 | 0 | |||||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | |||||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||||||||
Treasury stock repurchased (in shares) | 15,418 | 15,697 | ||||||||||||||
Treasury stock repurchased, average cost per share (USD per share) | $ 14.69 | $ 17.28 | ||||||||||||||
Shares issued due to exercise of stock options (in shares) | 15,000 | |||||||||||||||
Shares issued as compensation for the work (in shares) | 12,068 | |||||||||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||||||||||
Beginning balance | $ 38,885,000 | $ 38,564,000 | ||||||||||||||
Current-period change before reclassifications | 4,169,000 | |||||||||||||||
Amounts reclassified from accumulated other comprehensive income | (29,000) | |||||||||||||||
Income tax benefit | 10,000 | |||||||||||||||
Ending balance | 40,241,000 | 38,885,000 | $ 40,241,000 | |||||||||||||
Dividends declared, price per share (USD per share) | $ 0.125 | $ 0.125 | $ 0.125 | $ 0.125 | ||||||||||||
Dividends paid, price per share (USD per share) | $ 0.125 | $ 0.125 | $ 0.125 | $ 0.125 | ||||||||||||
Dividends | 1,400,000 | 700,000 | ||||||||||||||
June 2004 Plan | ||||||||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||||||||
Number of common shares authorized to be repurchased (in shares) | 19,084 | 131,756 | ||||||||||||||
Stock repurchase program, authorized amount | $ 1,300,000 | |||||||||||||||
Stock repurchased during period, shares | 112,672 | |||||||||||||||
August 2006 Plan | ||||||||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||||||||
Stock repurchase program, authorized amount | $ 20,000,000 | |||||||||||||||
Stock repurchase program, remaining authorized repurchase amount | 19,500,000 | 19,500,000 | $ 500,000 | |||||||||||||
Stock repurchased since inception | 500,000 | |||||||||||||||
Foreign Currency Translation | ||||||||||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||||||||||
Beginning balance | 1,534,000 | |||||||||||||||
Current-period change before reclassifications | 4,169,000 | |||||||||||||||
Amounts reclassified from accumulated other comprehensive income | 0 | |||||||||||||||
Income tax benefit | 0 | |||||||||||||||
Ending balance | 5,703,000 | 1,534,000 | 5,703,000 | |||||||||||||
Pension Postretirement Benefit Obligation | ||||||||||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||||||||||
Beginning balance | 300,000 | |||||||||||||||
Current-period change before reclassifications | 0 | |||||||||||||||
Amounts reclassified from accumulated other comprehensive income | (29,000) | |||||||||||||||
Income tax benefit | 10,000 | |||||||||||||||
Ending balance | 281,000 | 300,000 | 281,000 | |||||||||||||
Accumulated other comprehensive income | ||||||||||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||||||||||
Beginning balance | 1,834,000 | 686,000 | ||||||||||||||
Ending balance | $ 5,984,000 | $ 1,834,000 | $ 5,984,000 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017USD ($)regionsegmentcountry | Dec. 31, 2016USD ($) | |
Segment Reporting [Abstract] | ||
Number of operating segments | segment | 1 | |
Number of reporting segments | segment | 1 | |
Number of countries in which entity network marketing and distribution channels operates | country | 25 | |
Minimum percentage of revenue considered for accounted of major customer | 10.00% | |
Number of countries in which company operates facilities | country | 14 | |
Number of countries in which company sells products | country | 26 | |
Number of regions in which company sells products | region | 3 | |
Revenue from External Customer [Line Items] | ||
Consolidated net sales shipped to customers | $ 176,700 | $ 180,300 |
Percent of total revenue | 100.00% | 100.00% |
Long-lived assets by country of domicile [Abstract] | ||
Long-lived assets | $ 4,314 | $ 4,623 |
Inventory, by Country [Abstract] | ||
Inventories, net | 9,385 | 11,961 |
Consolidated product sales | ||
Revenue from External Customer [Line Items] | ||
Consolidated net sales shipped to customers | 157,900 | 148,600 |
Consolidated pack sales and associate fees(a) | ||
Revenue from External Customer [Line Items] | ||
Consolidated net sales shipped to customers | 14,200 | 26,700 |
Consolidated other, including freight | ||
Revenue from External Customer [Line Items] | ||
Consolidated net sales shipped to customers | 4,600 | 5,000 |
Reportable Geographical Components | Americas | ||
Revenue from External Customer [Line Items] | ||
Consolidated net sales shipped to customers | $ 64,200 | $ 70,200 |
Percent of total revenue | 36.30% | 38.90% |
Long-lived assets by country of domicile [Abstract] | ||
Long-lived assets | $ 2,900 | $ 3,100 |
Inventory, by Country [Abstract] | ||
Inventories, net | 3,500 | 4,800 |
Reportable Geographical Components | Asia/Pacific | ||
Revenue from External Customer [Line Items] | ||
Consolidated net sales shipped to customers | $ 98,800 | $ 96,200 |
Percent of total revenue | 55.90% | 53.40% |
Long-lived assets by country of domicile [Abstract] | ||
Long-lived assets | $ 1,300 | $ 1,400 |
Inventory, by Country [Abstract] | ||
Inventories, net | 4,500 | 4,200 |
Reportable Geographical Components | EMEA | ||
Revenue from External Customer [Line Items] | ||
Consolidated net sales shipped to customers | $ 13,700 | $ 13,900 |
Percent of total revenue | 7.80% | 7.70% |
Long-lived assets by country of domicile [Abstract] | ||
Long-lived assets | $ 100 | $ 100 |
Inventory, by Country [Abstract] | ||
Inventories, net | $ 1,400 | $ 3,000 |
SCHEDULE II - VALUATION AND Q85
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Allowance for doubtful accounts | ||
Schedule of Valuation and Qualifying Accounts [Roll Forward] | ||
Balance at Beginning of Year | $ 463 | $ 261 |
Additions Charged to Costs and Expenses | 351 | 562 |
Additions Charged to other Accounts | 0 | 0 |
Deductions | (232) | (360) |
Balance at End of Year | 582 | 463 |
Allowance for obsolete inventories | ||
Schedule of Valuation and Qualifying Accounts [Roll Forward] | ||
Balance at Beginning of Year | 381 | 1,265 |
Additions Charged to Costs and Expenses | 714 | 343 |
Additions Charged to other Accounts | 0 | 0 |
Deductions | (529) | (1,227) |
Balance at End of Year | 566 | 381 |
Valuation allowance for deferred tax assets | ||
Schedule of Valuation and Qualifying Accounts [Roll Forward] | ||
Balance at Beginning of Year | 8,458 | 9,028 |
Additions Charged to Costs and Expenses | 3,549 | 463 |
Additions Charged to other Accounts | 0 | 0 |
Deductions | (571) | (1,033) |
Balance at End of Year | 11,436 | 8,458 |
Reserve for sales returns | ||
Schedule of Valuation and Qualifying Accounts [Roll Forward] | ||
Balance at Beginning of Year | 129 | 147 |
Additions Charged to Costs and Expenses | 1,277 | 1,334 |
Additions Charged to other Accounts | 0 | 0 |
Deductions | (1,289) | (1,352) |
Balance at End of Year | $ 117 | $ 129 |