The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited, in thousands, except per share amounts)
Nature of the Business
Nutrisystem, Inc. (the “Company” or “Nutrisystem”) is a provider of weight management products and services, including nutritionally balanced weight loss programs sold primarily online and over the telephone, multi-day kits and single items available at select retail locations and digital tools to support weight loss. The weight loss programs are designed for women and men. Additionally, the Nutrisystem® D® program is designed specifically to help people with Type 2 diabetes or at risk for Type 2 diabetes who want to lose weight and manage their diabetes. The Nutrisystem® programs are based on over 40 years of nutrition research. The Company’s pre-packaged foods are sold directly to weight loss program participants primarily through the Internet and telephone (including the redemption of prepaid gift cards), referred to as the direct channel, through QVC, a television shopping network, and select retailers.
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Presentation of Financial Statements
The Company’s consolidated financial statements include 100% of the assets and liabilities of Nutrisystem, Inc. and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.
Interim Financial Statements
The Company’s consolidated financial statements as of and for the three and nine months ended September 30, 2017 and 2016 are unaudited and, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the Company’s financial position and results of operations for these interim periods. Accordingly, readers of these consolidated financial statements should refer to the Company’s audited consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), and the related notes thereto, as of and for the year ended December 31, 2016, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (the “2016 Annual Report”) as certain footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this report pursuant to the rules of the Securities and Exchange Commission (the “SEC”). The results of operations for the three and nine months ended September 30, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017.
Cash,
Cash Equivalents and Short Term Investments
Cash equivalents include only securities having a maturity of three months or less at the time of purchase. At September 30, 2017 and December 31, 2016, demand accounts and money market funds comprised all of the Company’s cash and cash equivalents.
Short term investments consist of investments in government and agency securities and corporate debt securities with original maturities between three months and three years. The Company classifies these investments as available-for-sale securities. These investments are reported at fair value with the related unrealized gains and losses included in accumulated other comprehensive loss, a component of stockholders’ equity, net of related tax effects.
At September 30, 2017, cash, cash equivalents and short term investments consisted of the following:
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Estimated
|
|
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Fair Value
|
|
Cash
|
|
$
|
47,432
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
47,432
|
|
Money market funds
|
|
|
216
|
|
|
|
0
|
|
|
|
0
|
|
|
|
216
|
|
Government and agency securities
|
|
|
37,884
|
|
|
|
114
|
|
|
|
(158
|
)
|
|
|
37,840
|
|
Corporate debt securities
|
|
|
4,129
|
|
|
|
10
|
|
|
|
(11
|
)
|
|
|
4,128
|
|
|
|
$
|
89,661
|
|
|
$
|
124
|
|
|
$
|
(169
|
)
|
|
$
|
89,616
|
|
8
At December 31, 2016, ca
sh, cash equivalents and short term investments consisted of the following:
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Estimated
|
|
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Fair Value
|
|
Cash
|
|
$
|
9,166
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
9,166
|
|
Money market funds
|
|
|
457
|
|
|
|
0
|
|
|
|
0
|
|
|
|
457
|
|
Government and agency securities
|
|
|
19,132
|
|
|
|
51
|
|
|
|
(96
|
)
|
|
|
19,087
|
|
Corporate debt securities
|
|
|
4,791
|
|
|
|
18
|
|
|
|
(23
|
)
|
|
|
4,786
|
|
|
|
$
|
33,546
|
|
|
$
|
69
|
|
|
$
|
(119
|
)
|
|
$
|
33,496
|
|
Fixed Assets
Fixed assets are stated at cost. Depreciation expense is calculated using the straight-line method over the estimated useful lives of the related assets, which are generally two to seven years. Leasehold improvements are amortized on a straight-line basis over the lesser of the estimated useful life of the asset or the related lease term. Expenditures for repairs and maintenance are charged to expense as incurred, while major renewals and improvements are capitalized.
Included in fixed assets is the capitalized cost of internal-use software and website development incurred during the application development stage. Capitalized costs are amortized using the straight-line method over the estimated useful life of the asset, which is generally two to five years. Costs incurred related to planning or maintenance of internal-use software and website development are charged to expense as incurred. The net book value of capitalized software was $17,170 and $17,868 at September 30, 2017 and December 31, 2016, respectively.
Revenue Recognition
Revenue from direct to consumer product sales is recognized when the earnings process is complete, which is upon transfer of title to the product. Recognition of revenue upon shipment meets the revenue recognition criteria in that persuasive evidence of an arrangement exists, delivery has occurred, the selling price is fixed or determinable and collection is reasonably assured. The Company also sells prepaid gift cards to wholesalers. Revenue from these cards is recognized after the card is redeemed online at the Company’s website or via telephone by the customer and the product is shipped to the customer. Revenue from the retail programs is recognized when the product is received at the seller’s location.
Deferred revenue consists primarily of unredeemed prepaid gift cards and unshipped foods. When a customer orders the frozen program, two separate shipments are delivered. One contains Nutrisystem’s ready-to-go food and the other contains the frozen food. Both shipments qualify as separate units of accounting and the fair value is based on estimated selling prices of both units.
Nutrisystem’s direct to consumer customers may return unopened ready-to-go products within 30 days of purchase in order to receive a refund or credit. Frozen products are non-returnable and non-refundable unless the order is canceled within 14 days of delivery. Estimated returns are accrued at the time the sale is recognized and actual returns are tracked monthly.
The Company reviews the reserves for customer returns at each reporting period and adjusts them to reflect data available at that time. To estimate reserves for returns, the Company considers actual return rates in preceding periods and changes in product offerings or marketing methods that might impact returns going forward. To the extent the estimate of returns changes, the Company will adjust the reserve, which will impact the amount of revenue recognized in the period of the adjustment. The provision for estimated returns for the three and nine months ended September 30, 2017 was $3,949, and $16,129, respectively, and $2,706 and $12,367 for the three and nine months ended September 30, 2016, respectively. The reserve for estimated returns incurred but not received and processed was $1,558 and $740 at September 30, 2017 and December 31, 2016, respectively, and has been included in other accrued expenses and current liabilities in the accompanying consolidated balance sheets.
Revenue from product sales includes amounts billed for shipping and handling and is presented net of estimated returns and billed sales tax. Revenue from the retail programs is also net of any trade allowances, reclamation reserves or broker commissions. Revenue from shipping and handling charges was $1,890 and $5,772 for the three and nine months ended September 30, 2017, respectively, and $687 and $2,290 for the three and nine months ended September 30, 2016, respectively. Shipping-related costs are included in cost of revenue in the accompanying consolidated statements of operations.
9
Dependence on Suppliers
Approximately 11% and 9%, respectively, of inventory purchases for the nine months ended September 30, 2017 were from two suppliers. The Company has a supply arrangement with one of these suppliers that requires the Company to make minimum purchases. For the nine months ended September 30, 2016, these suppliers supplied approximately 11% and 12%, respectively, of inventory purchases.
The Company outsources 100% of its fulfillment operations to a third-party provider. Additionally, more than 98% of its direct to consumer orders are shipped by one third-party provider and more than 98% of its orders for the retail programs are shipped by another third-party provider.
Fair Value of Financial Instruments
A three-tier fair value hierarchy has been established by
the Financial Accounting Standards Board (“FASB”)
to prioritize the inputs used in measuring fair value. These tiers are as follows:
Level 1—Valuations based on quoted prices for identical assets and liabilities in active markets.
Level 2—Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
Level 3—Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.
The fair values of the Company’s Level 1 instruments are based on quoted prices in active exchange markets for identical assets.
The Company had no Level 2 or 3 instruments at September 30, 2017 and December 31, 2016.
The following table summarizes the Company’s financial assets measured at fair value at September 30, 2017:
|
|
Total Fair Value
|
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Money market funds
|
|
$
|
216
|
|
|
$
|
216
|
|
Government and agency securities
|
|
|
37,840
|
|
|
|
37,840
|
|
Corporate debt securities
|
|
|
4,128
|
|
|
|
4,128
|
|
Total assets
|
|
$
|
42,184
|
|
|
$
|
42,184
|
|
The following table summarizes the Company’s financial assets measured at fair value at December 31, 2016:
|
|
Total Fair Value
|
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Money market funds
|
|
$
|
457
|
|
|
$
|
457
|
|
Government and agency securities
|
|
|
19,087
|
|
|
|
19,087
|
|
Corporate debt securities
|
|
|
4,786
|
|
|
|
4,786
|
|
Total assets
|
|
$
|
24,330
|
|
|
$
|
24,330
|
|
10
Earnings Per Share
The Company uses the two-class method to calculate earnings per share (“EPS”) as the unvested restricted stock issued under the Company’s equity incentive plans are participating shares with nonforfeitable rights to dividends. Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings to common stockholders and undistributed earnings allocated to common stockholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on the number of weighted average shares outstanding during the period. Undistributed losses are not allocated to unvested restricted stock as the restricted stockholders are not obligated to share in the losses. The following table sets forth the computation of basic and diluted EPS:
|
|
Three Months Ended September 30,
|
|
|
Nine Months Ended September 30,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
Net income
|
|
$
|
15,027
|
|
|
$
|
7,949
|
|
|
$
|
46,946
|
|
|
$
|
26,619
|
|
Net income allocated to unvested restricted stock
|
|
|
(119
|
)
|
|
|
(59
|
)
|
|
|
(404
|
)
|
|
|
(230
|
)
|
Net income allocated to common shares
|
|
$
|
14,908
|
|
|
$
|
7,890
|
|
|
$
|
46,542
|
|
|
$
|
26,389
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
29,799
|
|
|
|
29,320
|
|
|
|
29,685
|
|
|
|
29,162
|
|
Effect of dilutive securities
|
|
|
500
|
|
|
|
293
|
|
|
|
479
|
|
|
|
303
|
|
Diluted
|
|
|
30,299
|
|
|
|
29,613
|
|
|
|
30,164
|
|
|
|
29,465
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic income per common share
|
|
$
|
0.50
|
|
|
$
|
0.27
|
|
|
$
|
1.57
|
|
|
$
|
0.90
|
|
Diluted income per common share
|
|
$
|
0.49
|
|
|
$
|
0.27
|
|
|
$
|
1.54
|
|
|
$
|
0.90
|
|
In the three and nine months ended September 30, 2017, common stock equivalents representing 142 and 148 shares of common stock, respectively, were excluded from weighted average shares outstanding for diluted income per common share purposes because the effect would be anti-dilutive or the minimum performance requirements for such common stock equivalents have not yet been met. In the three and nine months ended September 30, 2016, common stock equivalents representing 212 and 394 shares of common stock, respectively, were excluded from weighted average shares outstanding for diluted income per common share purposes because the effect would be anti-dilutive or the minimum performance requirements had not yet been met.
Cash Flow Information
The Company made payments for income taxes of $22,705 and $11,900 in the nine months ended September 30, 2017 and 2016. Interest payments in the nine months ended September 30, 2017 and 2016 were $156 and $126, respectively. For the nine months ended September 30, 2017 and 2016, the Company had non-cash capital additions of $727 and $897, respectively, of unpaid invoices in accounts payable and other accrued expenses and current liabilities.
Recently Issued Accounting Pronouncements
In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers,” (“ASU 2014-09”). ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model will require an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. It also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. This guidance is effective for annual periods beginning on or after December 15, 2017, including interim reporting periods within that reporting period and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application. The Company is currently anticipating adopting this standard using the modified retrospective method. Based on its ongoing evaluation of ASU 2014-09, the Company currently does not expect it to have a material impact on the amount or timing of revenue recognition for transactions with customers in the direct or retail channels. The Company continues to evaluate the impact of the new accounting on its gift cards. The Company anticipates recognizing the estimated breakage of gift cards over the pattern of redemption of the gift cards. Currently, the Company recognizes gift card breakage when the likelihood of redemption becomes remote. The Company will also present the revenue and commissions associated with gift cards sold by wholesalers on a gross basis. Currently, the Company presents this revenue on a net basis. The Company expects that these changes in accounting for gift cards will have an impact on the timing of revenue recognition and the gross amount of revenue and expenses presented in the consolidated statements of operations. Additionally, the Company will
11
recognize contract assets for the carrying amount of any p
roduct expected to be returned
and for any costs to obtain a
contract if the contract is more than one year.
Product expected to be returned is currently presented as a reduction of the related reserve for returns.
The Company is continuing to evaluate the
effect that the adoption of this new accounting standard will have on its consolidated financial statements
, internal controls
and footnote disclosures.
In July 2015, the FASB issued ASU No. 2015-11, “Simplifying the Measurement of Inventory.” An entity using an inventory method other than last-in, first-out or the retail inventory method should measure inventory at the lower of cost and net realizable value. The new guidance clarifies that net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The Company adopted this new accounting standard in the first quarter of 2017 and it did not have a material impact on the Company’s consolidated financial statements and footnote disclosures.
In November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes,”
which eliminates the previous requirement to present deferred tax assets and liabilities as current and noncurrent amounts in a classified statement of financial position. Instead, entities are required to classify all deferred tax assets and liabilities as noncurrent in a statement of financial position. The Company adopted this new accounting standard in the first quarter of 2017, which resulted in a reclassification of $1,642 at December 31, 2016 from current deferred income taxes to non-current deferred income taxes in the accompanying consolidated balance sheet.
In February 2016, the FASB issued ASU No. 2016-02, “Leases,” which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. This standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements and footnote disclosures.
In March 2016, the FASB issued ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting,” which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The Company adopted this standard in the first quarter of 2017 and recognized an excess tax benefit from share-based compensation of $1,007 and $3,714, respectively, for the three and nine months ended September 30, 2017 within income tax expense on the accompanying consolidated statements of operations as opposed to being recognized in additional paid-in capital under previous accounting guidance. In addition, the excess tax benefits from share-based compensation are now classified as operating cash flows on the consolidated statements of cash flows instead of being separately stated in the financing activities for the nine months ended September 30, 2017. The prior period has not been restated. The Company has elected to continue to estimate expected forfeitures.
In August 2016, the FASB issued ASU No. 2016-15, “Classification of Certain Cash Receipts and Cash Payments,” which clarifies and provides guidance on eight cash flow classification issues and is intended to reduce existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This standard is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The adoption of this new accounting standard is not expected to have a material impact on the Company’s consolidated financial statements and footnote disclosures.
In May 2017, the FASB issued ASU No. 2017-09, “Scope of Modification Accounting,” which provides guidance about which changes to the terms or conditions of share-based payment awards require an entity to apply modification accounting. This standard is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The adoption of this new accounting standard is not expected to have a material impact on the Company’s consolidated financial statements and footnote disclosures.
Use of Estimates
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and operating expenses during the reporting period. Actual results could differ from these estimates
.
Reclassifications
Certain reclassifications have been made to prior year amounts to conform to the current year presentation
.
12
On December 17, 2015, the Company acquired the South Beach Diet (“SBD”) brand for a cash payment of $15,000. The acquisition was financed with existing cash.
The Company developed the South Beach Diet® meal programs, products, and services in 2016 and launched a structured meal delivery weight-loss program as a distinct brand in 2017. The acquisition provides consumers with additional choices and enables the Company the ability to capture a greater share of the commercial weight loss market as it further leverages its expertise in product development, marketing, ecommerce, supply chain logistics and retail.
The allocation of the purchase price was to the SBD trade name and is being amortized on a straight-line basis over a period of 15 years. The fair value measurement method used to measure the assets acquired utilized a number of significant unobservable inputs or Level 3 assumptions. These assumptions included, among others, projections of the acquired businesses future operating results, the implied fair value of assets using an income approach by preparing a discounted cash flow analysis and other subjective assumptions.
The following table summarizes the Company’s identifiable intangible assets:
|
|
September 30, 2017
|
|
|
December 31, 2016
|
|
|
|
Gross
|
|
|
|
|
|
|
Net
|
|
|
Gross
|
|
|
|
|
|
|
Net
|
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
Carrying
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
Carrying
|
|
|
|
Amount
|
|
|
Amortization
|
|
|
Amount
|
|
|
Amount
|
|
|
Amortization
|
|
|
Amount
|
|
Trade name
|
|
$
|
15,000
|
|
|
$
|
(1,750
|
)
|
|
$
|
13,250
|
|
|
$
|
15,000
|
|
|
$
|
(1,000
|
)
|
|
$
|
14,000
|
|
Amortization expense for intangible assets was $750 in both the nine months ended September 30, 2017 and 2016. Estimated amortization expense for the next five years is expected to be as follows:
Remaining 2017
|
|
$
|
250
|
|
2018
|
|
|
1,000
|
|
2019
|
|
|
1,000
|
|
2020
|
|
|
1,000
|
|
2021
|
|
|
1,000
|
|
Additionally, the Company has $84 of domain names acquired in previous years with indefinite lives that are not being amortized.
On November 6, 2015, the Company entered into an Amended and Restated Credit Agreement that provides for a $50,000 unsecured revolving credit facility (the “Credit Facility”) with a lender. The Credit Facility can be drawn upon through November 6, 2020, at which time all amounts must be repaid. There were no borrowings outstanding at September 30, 2017 or December 31, 2016.
The Credit Facility provides for interest at either a base rate or a LIBOR rate, in each case plus an applicable margin. The base rate will be the highest of (i) the Administrative Agent’s prime rate, (ii) 0.50% above the Federal Funds Rate and (iii) the LIBOR rate for deposits in dollars for a one-month interest period as determined three business days prior to such date, plus 1.50%. The LIBOR rate is equal to the London Inter-Bank Offered Rate for the relevant term. The applicable margin is subject to adjustment based on the Company’s consolidated fixed charge coverage ratio and ranges from 0.00-0.50% per year for base rate loans and from 1.25-1.75% per year for LIBOR rate loans. The Company also pays an unused line fee. The unused line fee is 0.25% of the total available credit. During both the three and nine months ended September 30, 2017, the Company incurred no interest expense and $32 and $95, respectively, in an unused line fee under the Credit Facility. In the comparable periods of 2016, the Company incurred no interest expense and $32 and $95 in unused line fees, respectively. Interest payments and unused line fees are classified within interest (income) expense, net in the accompanying consolidated statements of operations.
The Credit Facility contains financial and other covenants including a minimum consolidated fixed charge coverage ratio (applicable if there are outstanding borrowings), and limitations on, among other things, liens, indebtedness, certain acquisitions, consolidations and sales of assets. As of September 30, 2017, the Company was in compliance with all covenants contained in the Credit Facility.
At September 30, 2017, the Company had $15 of unamortized debt issuance costs associated with the Credit Facility that are being amortized over its remaining term.
13
Common Stock
The Company issued 261 and 181 shares of common stock upon the exercise of stock options in the nine months ended September 30, 2017 and 2016, respectively, and received proceeds of $4,144 and $1,839, respectively. During the nine months ended September 30, 2017 and 2016, employees surrendered to the Company 34 and 128 shares of common stock, respectively, valued at $1,596 and $2,652, respectively, in satisfaction of tax withholding obligations associated with the vesting of equity awards. These shares are included in treasury stock. Additionally, during the nine months ended September 30, 2017, employees surrendered to the Company 22 shares of common stock valued at $785, also in satisfaction of tax withholding obligations, which were retired. In the nine months ended September 30, 2017 and 2016, the Company issued 14 and 27 shares of common stock, respectively, as compensation to board members. Costs recognized for these stock grants issued were $700 for both the nine months ended September 30, 2017 and 2016, respectively. During each of the quarters in the nine months ended September 30, 2017 and 2016, the Company paid a dividend of $0.175 per share to all stockholders of record. Subsequent to September 30, 2017, the Company’s Board of Directors declared a quarterly dividend of $0.175 per share payable on November 16, 2017 to stockholders of record as of November 6, 2017.
On May 3, 2016, the Company announced that its Board of Directors had authorized the repurchase of up to $50,000 of its outstanding shares of common stock in open-market transactions or otherwise over the next 18-month period. During the nine months ended September 30, 2017, the Company purchased and subsequently retired 29 shares of common stock under this program for an aggregate cost of $1,500. On October 25, 2017, the Company announced that its Board of Directors had authorized a new share repurchase program to replace its existing share repurchase program that expires on November 3, 2017. The Company may repurchase up to $50,000 of its outstanding shares of common stock over a 24-month period commencing November 4, 2017. The timing, number and amount of any shares repurchased will be determined by the Company at its discretion and will be based on a number of factors including its evaluation of general market and economic conditions, the trading price of the common stock, regulatory requirements and compliance with the terms of the Company’s outstanding indebtedness. The stock repurchase program may be suspended or discontinued at any time without prior notice.
Preferred Stock
The Company has authorized 5,000 shares of preferred stock issuable in series upon resolution of the Board of Directors.
Unless otherwise required by law, the Board of Directors can, without stockholder approval, issue preferred stock in the future with voting and conversion rights that could adversely affect the voting power of the common stock. The issuance of preferred stock may have the effect of delaying, averting or preventing a change in control of the Company.
6.
|
SHARE-BASED COMPENSATION EXPENSE
|
The following table summarizes the Company’s stock option activity during the nine months ended September 30, 2017:
|
|
Number of Shares
|
|
|
Weighted-Average
Exercise Price Per
Share
|
|
|
Weighted-Average
Remaining
Contractual Life
(years)
|
|
|
Aggregate Intrinsic
Value
|
|
Outstanding, January 1, 2017
|
|
|
577
|
|
|
$
|
16.04
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
0
|
|
|
|
0.00
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(261
|
)
|
|
|
15.90
|
|
|
|
|
|
|
|
|
|
Forfeited/expired
|
|
|
0
|
|
|
|
0.00
|
|
|
|
|
|
|
|
|
|
Outstanding, September 30, 2017
|
|
|
316
|
|
|
$
|
16.15
|
|
|
|
4.00
|
|
|
$
|
12,570
|
|
Exercisable, September 30, 2017
|
|
|
110
|
|
|
$
|
9.91
|
|
|
|
2.69
|
|
|
$
|
5,043
|
|
Vested and expected to vest at September 30, 2017
|
|
|
313
|
|
|
$
|
16.12
|
|
|
|
4.00
|
|
|
$
|
12,468
|
|
The Company recorded compensation expense of $204 and $679 in the accompanying consolidated statements of operations during the three and nine months ended September 30, 2017, respectively, for stock option awards. During the three and nine months ended September 30, 2016, the Company recorded compensation expense of $264 and $819, respectively. The total intrinsic value of stock options exercised during the three and nine months ended September 30, 2017 was $2,847 and $8,269, respectively, and $1,610 and $3,010, respectively, for the comparable periods of 2016.
14
The Company has issued restricted stock to employees generally with vesting terms ranging from two to four years. The fair value is equal to the market price of the Company’s common stock on the date of grant. Expense for restricted stock is amortized rata
bly over the vesting period. The following table summarizes the restricted stock activi
ty for the nine
months ended September
30, 2017:
|
|
Number of Shares
|
|
|
Weighted-Average
Grant-Date Fair
Value
|
|
|
Aggregate Intrinsic
Value
|
|
Nonvested, January 1, 2017
|
|
|
216
|
|
|
$
|
21.51
|
|
|
|
|
|
Granted
|
|
|
140
|
|
|
|
35.11
|
|
|
|
|
|
Vested
|
|
|
(117
|
)
|
|
|
14.78
|
|
|
|
|
|
Forfeited
|
|
|
(2
|
)
|
|
|
29.53
|
|
|
|
|
|
Nonvested, September 30, 2017
|
|
|
237
|
|
|
$
|
32.87
|
|
|
$
|
13,220
|
|
Additionally, the Company grants performance-based restricted stock units. The performance-based units have performance conditions and service-based vesting conditions. Each vesting tranche is treated as an individual award and the compensation expense is recognized on a straight-line basis over the requisite service period for each tranche. The requisite service period is a combination of the performance period and the subsequent vesting period based on continued service. The level of achievement of such goals may cause the actual amount of units that ultimately vest to range from 0% to 200% of the original units granted. The Company recognizes expense ratably over the vesting period for performance-based restricted stock units when it is probable that the performance criteria specified will be achieved. The fair value is equal to the market price of the Company’s common stock on the date of grant.
The following table summarizes the restricted stock unit activity for the nine months ended September 30, 2017:
|
|
Number of
Restricted Stock
Units
|
|
|
Weighted-Average
Grant-Date Fair
Value
|
|
|
Aggregate Intrinsic
Value
|
|
Nonvested, January 1, 2017
|
|
|
281
|
|
|
$
|
23.18
|
|
|
|
|
|
Granted
|
|
|
73
|
|
|
|
35.75
|
|
|
|
|
|
Vested
|
|
|
(26
|
)
|
|
|
21.64
|
|
|
|
|
|
Forfeited
|
|
|
(1
|
)
|
|
|
20.52
|
|
|
|
|
|
Nonvested, September 30, 2017
|
|
|
327
|
|
|
$
|
26.11
|
|
|
$
|
18,304
|
|
The Company recorded compensation expense of $2,421 and $6,520 in the accompanying consolidated statements of operations for the three and nine months ended September 30, 2017, respectively, and $1,204 and $3,615, respectively, for the comparable periods of 2016 in connection with the issuance of the restricted stock and restricted stock units. As of September 30, 2017, the Company expects 231 shares of restricted stock and 322 restricted stock units to vest.
As of September 30, 2017, there was $9,677 of total unrecognized compensation expense related to unvested share-based compensation arrangements, which is expected to be recognized over a weighted-average period of 1.0 year. The total unrecognized compensation expense will be fully charged to expense through the first quarter of 2020.
7.
|
COMMITMENTS AND CONTINGENCIES
|
Litigation
The Company is involved in various claims and routine litigation matters that arise in the ordinary course of business. In the opinion of management, after consultation with legal counsel, the outcomes of such matters are not anticipated to have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows in future years
and management believes the range of reasonably possible losses from current matters is immaterial
.
Contractual Commitments
The Company has entered into agreements with various food suppliers. These agreements may provide for annual pricing, annual purchase obligations, exclusivity in the production of certain products, as well as rebates if certain volume thresholds are exceeded, with terms of five years or less. The Company anticipates it will meet all annual purchase obligations in 2017.
The Company recorded income taxes at an estimated effective income tax rate applied to income before income tax expense of 35.1% in both the three and nine months ended September 30, 2017, respectively, which was reduced to 29.8% and 29.5%, respectively, after
15
recording discrete items, due primarily to the adoption of ASU No. 2016-09, “Improvements to Employee Share-Based Pay
ment Accounting” as of January 1, 2017. The Company recognized an excess tax benefit from share-based compensation of $
1,007
and $
3,714
in the three and nine
m
onths ended September
30, 2017, respectively, within income tax expense in the accompanying conso
lidated statements of operations rather than as additional paid-in capital in the accompanying consolidated balance sheet under previous accounting guidance. The effective income tax rate applied to income before income tax expense was
35.6
% and
34.7% in t
he three and nine months ended September
30, 2016, respectively. The Company offsets taxable income for state tax purposes with net operating loss carryforwards. At December 31, 2016, the Company had net operating loss carryforwards of approximately $28,03
8 for state tax purposes. For state tax purposes, there is a limitation on the amount of net operating loss carryforwards that can be utilized in a given year to offset state taxable income and management believes that some of the net operating loss carryf
orwards will be subject to this annual limit in 2017. State net operating loss carryforwards will begin to expire in 2025.
The total amount of gross unrecognized
tax benefits as of September
30, 2017 and December 31, 2016 was $
190
and $168, respectively. T
he total amount of unrecognized tax benefits that, if recognized, would affect the effective income tax rate is approximately $
124
and $109
as of September
30, 2017 and December 31, 2016, respectively.
16