0000849146-22-000076 | 10-Q | XBRL Viewer

Summary of Significant Accounting Policies - Narrative (Details) shares in Millions			3 Months Ended
	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Sep. 30, 2022 USD ($) region segment shares	Sep. 30, 2021 USD ($) shares
Concentration Risk [Line Items]
Foreign currency transaction loss, realized			$ 400,000	$ 200,000
Derivative instruments, realized loss			0	30,000
Bad debt expenses			0	0
Inventory valuation reserves	$ 1,200,000	$ 1,300,000	$ 1,200,000
Money back guarantee period			30 days
Return period for resalable and restockable Items			12 months
Refund percent for resalable and restockable Items	100.00%		100.00%
Handling and restocking fee, percentage (as a percent)	10.00%		10.00%
Return liability reserve	$ 200,000	100,000	$ 200,000
Research and development			100,000	200,000
Income tax expense			$ 242,000	$ 1,116,000
Antidilutive securities excluded from EPS calculation (in shares) \| shares			0.6	0.2
Number of geographic segments \| region			2
Number of operating segments \| segment			1
Cash accounts held primarily at One Financial Institution
Concentration Risk [Line Items]
Concentration of credit risk	12,200,000	15,400,000
Cash held primarily at Other Financial Institutions
Concentration Risk [Line Items]
Concentration of credit risk	$ 5,400,000	$ 4,800,000

Leases

3 Months Ended

Sep. 30, 2022

Leases [Abstract]

Leases

The Company has operating leases for current corporate offices and certain equipment. These leases have remaining terms of approximately one to nine years. As of September 30, 2022, the weighted average remaining lease term and weighted average discount rate for operating leases was 8.46 years and 3.27%, respectively.

For the three months ended September 30, 2022 and 2021, operating lease expense was $0.7 million and $0.8 million, respectively.

Supplemental cash flow information related to operating leases was as follows (in thousands):


	Three Months Ended September 30,
	2022		2021
Operating cash outflows from operating leases	$	755	$	768

Maturity of lease liabilities at September 30, 2022 are as follows (in thousands):


Year ended June 30,	Amount
2023 (remaining nine months ending June 30, 2023)	$	2,366
2024	2,111
2025	1,606
2026	1,646
2027	1,687
Thereafter	8,123
Total	17,539
Less: imputed interest	(2,500)
Present value of lease liabilities	$	15,039

Summary of Significant Accounting Policies - Summary of Computation of Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Numerator:
Net income	$ 610	$ 3,316
Denominator:
Basic weighted-average common shares outstanding (in shares)	12,457	13,394
Effect of dilutive securities:
Stock awards and options (in shares)	38	75
Diluted weighted-average common shares outstanding (in shares)	12,495	13,469
Net income per share, basic (in USD per share)	$ 0.05	$ 0.25
Net income per share, diluted (in USD per share)	$ 0.05	$ 0.25

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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+ Details

Stock-Based Compensation (Details) - USD ($)					3 Months Ended
Stock-Based Compensation (Details) - USD ($)	Nov. 12, 2020	Nov. 15, 2018	Feb. 02, 2018	Sep. 27, 2010	Sep. 30, 2022	Sep. 30, 2021	Nov. 21, 2006
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock issued under employee stock purchase plan (in shares)					36,000	27,000
Stock based compensation reflected in additional paid in capital					$ 600,000	$ 600,000
2007 Long-Term Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)							1,400,000
2010 Long-Term Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)			475,000	1,000,000
Contractual term of stock options granted				10 years
Options outstanding, net of awards expired (in shares)					14,000
2010 Long-Term Incentive Plan \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Right to purchase common stock, minimum price (in USD per share)				$ 9.31
Share based payment award, vesting period				1 year
2010 Long-Term Incentive Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based payment award, vesting period				4 years
2017 Long-Term Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)					2,900,000
Share based payment award, vesting period					3 years
Options outstanding, net of awards expired (in shares)					100,000
Number of additional shares authorized (in shares)	650,000	715,000	425,000
Right to purchase common stock, non-vested and outstanding, exercise price (in USD per share)					$ 4.44
2017 Long-Term Incentive Plan Excluding 2010 Long-Term Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)			2,440,000
Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common Stock, capital shares reserved for future issuance (in shares)					400,000
Shares available for issuance under the ESPP (in shares)					200,000
Purchase price of common stock (as a percent)					85.00%
Maximum employee subscription rate (as a percent)					15.00%
Maximum number of shares per employee (in shares)					3,000
Amount in excess of fair market value of stock for option not to be granted					$ 25,000
Offering period					6 months

Cover Page - shares	3 Months Ended
Cover Page - shares	Sep. 30, 2022	Nov. 01, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	001-35647
Entity Registrant Name	LIFEVANTAGE CORP
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	90-0224471
Entity Address, Address Line One	3300 Triumph Blvd
Entity Address, Address Line Two	Suite 700
Entity Address, City or Town	Lehi
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84043
City Area Code	801
Local Phone Number	432-9000
Title of 12(b) Security	Common Stock, par value $0.0001
Trading Symbol	LFVN
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		12,569,302
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Entity Central Index Key	0000849146
Current Fiscal Year End Date	--06-30

Organization and Basis of Presentation	3 Months Ended
Organization and Basis of Presentation	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Basis of Presentation	Organization and Basis of Presentation LifeVantage Corporation is a company focused on nutrigenomics, the study of how nutrition and naturally occurring compounds affect human genes to support good health. The Company is dedicated to helping people achieve their health, wellness and financial goals. The Company provides quality, scientifically-validated products to customers and independent distributors as well as a financially rewarding commission-based direct sales opportunity to its independent distributors. LifeVantage sells its products in the United States, Mexico, Japan, Australia, Hong Kong, Canada, Thailand, the United Kingdom, the Netherlands, Germany, Taiwan, Austria, Spain, Ireland, Belgium, New Zealand, Singapore, and the Philippines. The Company also sells its products in a number of countries to customers for personal consumption only. In addition, the Company sells its products in China through a China approved cross-border e-commerce business model. The Company engages in the identification, research, development, formulation and sale of advanced nutrigenomic activators, dietary supplements, nootropics, pre- and pro-biotics, weight management, skin and hair care, bath & body, and targeted relief products. The Company’s line of scientifically-validated dietary supplements includes its flagship Protandim® family of products, LifeVantage® Omega+™, ProBio™, IC Bright®, and Daily Wellness™ dietary supplements. TrueScience® is the Company's line of skin, hair, bath & body, and targeted relief products. The Company also markets and sells Petandim®, its companion pet supplement formulated to combat oxidative stress in dogs, Axio® its nootropic energy drink mixes, and PhysIQ™, its smart weight management system. The condensed consolidated financial statements included herein have been prepared by the Company’s management, without audit, pursuant to the rules and regulations of the SEC. In the opinion of the Company’s management, these interim financial statements include all adjustments that are considered necessary for a fair presentation of its financial position as of September 30, 2022, and the results of operations for the three months ended September 30, 2022 and 2021, and the cash flows for the three months ended September 30, 2022 and 2021. Interim results are not necessarily indicative of results for a full year or for any future period. The condensed consolidated financial statements and notes included herein are presented as required by Form 10-Q, and do not contain certain information included in the Company’s audited financial statements and notes for the fiscal year ended June 30, 2022, pursuant to the rules and regulations of the SEC. For further information, refer to the financial statements and notes thereto as of and for the year ended June 30, 2022, and included in the annual report on Form 10-K on file with the SEC.

Leases (Tables)

3 Months Ended

Sep. 30, 2022

Leases [Abstract]

Schedule of Lease, Cost

Supplemental cash flow information related to operating leases was as follows (in thousands):


	Three Months Ended September 30,
	2022		2021
Operating cash outflows from operating leases	$	755	$	768

Schedule of Maturity of Lease Liabilities

Maturity of lease liabilities at September 30, 2022 are as follows (in thousands):


Year ended June 30,	Amount
2023 (remaining nine months ending June 30, 2023)	$	2,366
2024	2,111
2025	1,606
2026	1,646
2027	1,687
Thereafter	8,123
Total	17,539
Less: imputed interest	(2,500)
Present value of lease liabilities	$	15,039

Stockholders' Equity (Details) - USD ($) $ / shares in Units, shares in Thousands		1 Months Ended	3 Months Ended
	Sep. 15, 2022	Aug. 31, 2022	Sep. 30, 2022	Sep. 30, 2021	Feb. 17, 2022	Aug. 27, 2020	Feb. 01, 2019	Nov. 27, 2017
Class of Stock [Line Items]
Repurchase common stock amount authorized (up to)					$ 60,000,000	$ 35,000,000	$ 15,000,000	$ 5,000,000
Stock repurchase program shares repurchased (in shares)				500
Repurchase of company stock			$ 0	$ 3,492,000
Remaining authorized repurchase amount			$ 27,700,000
Cash dividend, common stock declared (in dollars per share)		$ 0.03
Cash dividend paid (in dollars per share)	$ 0.03		$ 0.03
Dividends, common stock, cash			$ 400,000
Common Stock
Class of Stock [Line Items]
Shares canceled or surrendered as payment of tax withholding (in shares)			17	19
Exercise of options (in shares)				30

Long-Term Debt	3 Months Ended
Long-Term Debt	Sep. 30, 2022
Debt Disclosure [Abstract]
Long-Term Debt	Long-Term DebtOn March 30, 2016, the Company entered into a loan agreement (the “2016 Loan Agreement”) to refinance its outstanding debt. In connection with the 2016 Loan Agreement and on the same date, the Company entered into a security agreement (the “Security Agreement”). The 2016 Loan Agreement provides for a term loan in an aggregate principal amount of $10.0 million (the “2016 Term Loan") and a revolving loan facility in an aggregate principal amount not to exceed $2.0 million (the “2016 Revolving Loan,” and collectively with the 2016 Term Loan, the 2016 Loan Agreement and the Security Agreement, the “2016 Credit Facility”). The principal amount of the 2016 Term Loan is payable in consecutive quarterly installments in the amount of $0.5 million plus accrued interest beginning with the fiscal quarter ended June 30, 2016. If the Company borrows under the 2016 Revolving Loan, interest will be payable quarterly in arrears on the last day of each fiscal quarter. On May 4, 2018, the Company entered into a loan modification agreement, which amended the 2016 Credit Facility (“Amendment No. 1”). Amendment No. 1 revised the maturity date from March 30, 2019 to March 31, 2021 and increased the fixed interest rate for the term loan from 4.93% to 5.68%. Amendment No. 1 also revised certain financial covenants. The minimum fixed charge coverage ratio (as defined in Amendment No. 1) was revised from a minimum of 1.50 to 1.00 to 1.25 to 1.00, measured on a trailing twelve-month basis, at the end of each fiscal quarter. The minimum working capital was increased from $5.0 million to $8.0 million. The funded debt to EBITDA ratio was replaced with the total liabilities to tangible net worth ratio (as defined in Amendment No. 1) of not greater than 3.00 to 1.00 at the end of each quarter. The minimum tangible net worth measure was removed from the financial covenants. The Company’s obligations under the 2016 Credit Facility, as amended, are secured by a security interest in substantially all of the Company’s assets. Loans outstanding under the 2016 Credit Facility, as amended, may be prepaid in whole or in part at any time without premium or penalty. In addition, if, at any time, the aggregate principal amount outstanding under the 2016 Revolving Loan exceeds $2.0 million, the Company must prepay an amount equal to such excess. Any principal amount of the 2016 Term Loan which is prepaid or repaid may not be re-borrowed. On February 1, 2019, the Company entered into a loan modification agreement, which further amended the 2016 Credit Facility ("Amendment No. 2"). Under Amendment No. 2, the Company made a principal payment of $2.0 million and increased the revolving loan facility from $2.0 million to $5.0 million. Amendment No. 2 also revised certain financial covenants. The minimum fixed charge coverage ratio (as defined in Amendment No. 2) was revised from a minimum of 1.25 to 1.00 to 1.10 to 1.00, measured on a trailing twelve-month basis, at the end of each fiscal quarter. The minimum working capital was decreased from $8.0 million to $6.0 million. On April 1, 2021, the Company entered into a loan modification agreement ("Amendment No. 3"), which amended the 2016 Credit Facility, as previously amended. Amendment No. 3 revised the maturity date from March 31, 2021 to March 31, 2024 and modified the variable interest rate based on the one-month United States Treasury Rate, plus a margin of 3.00%, with an interest rate floor of 4.00%. Amendment No. 3 also revised the debt (total liabilities) to tangible net worth ratio (as defined in Amendment No. 3) covenant to require that the Company maintain this ratio not in excess of 2.00 to 1.00, measured as of the end of each fiscal quarter, and revised the definition and calculation of the minimum fixed charge coverage ratio (as defined in Amendment No. 3). The Company entered into a loan modification agreement ("Amendment No. 4"), effective September 30, 2022, which amended the 2016 Credit Facility, as previously amended. Amendment No. 4 revised the calculation of the minimum fixed charge coverage ratio (as defined in Amendment No. 4) and allows the Company to declare and pay dividends, up to $500,000 per quarter, through September 30, 2023. There were no other changes to the covenants or revolving loan facility as set forth in Amendment No. 3. The 2016 Credit Facility, as amended, contains customary covenants, including affirmative and negative covenants that, among other things, restrict the Company’s ability to create certain types of liens, incur additional indebtedness, declare or pay dividends on or redeem capital stock, make other payments to holders of equity interests in the Company, make certain investments, purchase or otherwise acquire all or substantially all the assets or equity interests of other companies, sell assets or enter into consolidations, mergers or transfers of all or any substantial part of the Company’s assets. The 2016 Credit Facility, as amended, also contains various financial covenants that require the Company to maintain certain consolidated working capital amounts, total liabilities to tangible net worth ratios and fixed charge coverage ratios. Additionally, the 2016 Credit Facility, as amended, contains cross-default provisions, whereby a default under the terms of certain indebtedness or an uncured default of a payment or other material obligation of the Company under a material contract of the Company will cause a default on the remaining indebtedness under the 2016 Credit Facility, as amended. As of September 30, 2022, the Company was in compliance with all applicable covenants under the 2016 Credit Facility, as amended. The Company’s book value for the 2016 Credit Facility, as amended, approximates the fair value. During the fiscal year ended June 30, 2020, the Company repaid, in full, the remaining balance of the 2016 Term Loan in accordance with the terms of the 2016 Credit Facility, as amended.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Summary of Significant Accounting Policies

3 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation.

Use of Estimates

The Company prepares the condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (GAAP). In preparing these statements, the Company is required to use estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates and assumptions. On an ongoing basis, the Company reviews its estimates, including, but not limited to, those related to inventory valuation and obsolescence, sales returns, income taxes and tax valuation reserves, transfer pricing methodology and positions, impairment of assets, share-based compensation, and loss contingencies.

Foreign Currency Translation

A portion of the Company’s business operations occurs outside the United States. The local currency of each of the Company’s subsidiaries is generally its functional currency. All assets and liabilities are translated into U.S. dollars at exchange rates existing at the balance sheet dates, revenue and expenses are translated at weighted-average exchange rates and stockholders’ equity is recorded at historical exchange rates. The resulting foreign currency translation adjustments are recorded

as a separate component of stockholders’ equity in the condensed consolidated balance sheets and as a component of comprehensive income. Transaction gains and losses are included in other expense, net in the condensed consolidated statements of operations and comprehensive income. For the three months ended September 30, 2022 and 2021, net foreign currency losses of $0.4 million and $0.2 million, respectively, are recorded in other expense, net.

Derivative Instruments and Hedging Activities

The Company's subsidiaries enter into transactions with each other which may not be denominated in the respective subsidiaries' functional currencies. The Company seeks to reduce its exposure to fluctuations in foreign exchange rates through the use of derivatives. The Company does not use such derivative financial instruments for trading or speculative purposes.

To hedge risks associated with the foreign-currency-denominated intercompany transactions, the Company entered into forward foreign exchange contracts which were all settled by the end of December 2021 and were not designated for hedge accounting. There were no realized gains or losses for three months ended September 30, 2022. For the three months ended September 30, 2021 realized losses of $30,000 related to forward contracts, are recorded in other expense, net. The Company did not hold any derivative instruments at September 30, 2022.

Cash and Cash Equivalents

The Company considers only its monetary liquid assets with original maturities of three months or less as cash and cash equivalents.

Concentration of Credit Risk

Accounting guidance for financial instruments requires disclosure of significant concentrations of credit risk regardless of the degree of such risk. Financial instruments with significant credit risk include cash and investments. At September 30, 2022, the Company had $12.2 million in cash accounts at one financial institution and $5.4 million in accounts at other financial institutions. At June 30, 2022, the Company had $15.4 million in cash accounts at one financial institution and $4.8 million in accounts at other financial institutions. As of September 30, 2022 and June 30, 2022, and during the periods then ended, the Company’s cash balances exceeded federally insured limits.

Accounts Receivable

The Company’s accounts receivable as of September 30, 2022 and June 30, 2022 consist primarily of credit card receivables. Based on the Company’s verification process for customer credit cards and historical information available, management has determined that an allowance for doubtful accounts on credit card sales related to its customer sales as of September 30, 2022 and June 30, 2022 is not necessary. No bad debt expense was recorded during the three months ended September 30, 2022 and 2021.

Inventory

As of September 30, 2022 and June 30, 2022, inventory consisted of (in thousands):


	September 30, 2022				June 30, 2022
Finished goods	$	14,571	78.2	%	$	12,674	76.9	%
Raw materials	4,065		21.8	%	3,798		23.1	%
Total inventory	$	18,636	100.0	%	$	16,472	100.0	%

Inventories are carried at the lower of cost or net realizable value, using the first-in, first-out method, which includes a reduction in inventory values of $1.2 million and $1.3 million at September 30, 2022 and June 30, 2022, respectively, related to obsolete and slow-moving inventory.

Fair Value of Financial Instruments

The Company accounts for assets and liabilities using a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions. These two types of inputs have created the fair-value hierarchy below. This hierarchy requires the Company to minimize the use of unobservable inputs and to use observable market data, if available, when determining fair value.

•Level 1—Quoted 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 significant inputs and significant value drivers are observable in active markets; and

•Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Equity securities held by the Company are measured at fair value on a nonrecurring basis; that is, the assets are not measured at fair value on an ongoing basis, but are subject to fair value adjustments using fair value measurements with unobservable inputs (level 3), in certain circumstances (e.g., when there is evidence of impairment).

Revenue Recognition

Revenue is recognized when control of the promised goods or services are transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Sales, value-added, and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue.

The Company generates the majority of its revenue through product sales to customers. These products include the Protandim® line of dietary supplements, LifeVantage® Omega+™, ProBio™, IC Bright®, and Daily Wellness™ dietary supplements, TrueScience® skin, hair, bath & body and targeted relief, Petandim®, Axio® nootropic energy drink mixes, and the PhysIQ™ smart weight management system. The Company ships most of its product directly to the consumer and receives substantially all payment for product sales in the form of credit card receipts. Revenue from direct product sales to customers is recognized upon shipment, which is when passage of title and risk of loss occurs. For items sold in packs and bundles, the Company determines the standalone selling price at contract inception for each distinct good, and then allocates the transaction price on a relative standalone selling price basis. Any discounts are accounted for as a direct reduction to the transaction price. Shipping and handling revenue is recognized upon shipment when the performance obligation is completed.

The Company also charges independent distributors to attend certain events that it holds. Tickets to events are sold as standalone items or included within packs. For event tickets sold in packs, the Company allocates a portion of the transaction price to the ticket on a relative standalone selling price basis. Any discounts are accounted for as a direct reduction to the transaction price. Fee revenue associated with ticket sales is recorded in the month that the event is held, which is when the Company has performed its obligations under the contract.

Estimated returns are recorded when product is shipped. Subject to some exceptions based on local regulations, the Company’s return policy is to provide a full refund for product returned within 30 days. After 30 days of purchase, only unopened product that is in a resalable and restockable condition may be returned within twelve months of purchase and shall receive a 100% refund, less a 10% handling and restocking fee and any shipping and handling costs. The Company establishes a refund liability reserve, and an asset reserve for its right to recover products, based on historical experience. The returns asset reserve and returns liability reserve are evaluated on a quarterly basis. As of September 30, 2022 and June 30, 2022, the returns liability reserve, net was $0.2 million and $0.1 million, respectively.

Shipping and Handling

Shipping and handling costs associated with inbound freight and freight out to customers and independent distributors are included in cost of sales. Shipping and handling fees charged to customers and independent distributors are included in revenue.

Research and Development Costs

The Company expenses all costs related to research and development activities, as incurred. Research and development expenses for the three months ended September 30, 2022 and 2021 were $0.1 million and $0.2 million, respectively.

Leases

The Company accounts for leases in accordance with Accounting Standards Codification ("ASC") 842. The Company reviews all contracts and determines if the arrangement is or contains a lease, at inception. Operating leases are included in right-of-use (“ROU”) assets, current lease liabilities and long-term lease liabilities on the condensed consolidated balance sheets. The Company does not have any finance leases.

Operating lease ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The Company uses its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any upfront lease payments

made and excludes lease incentives and initial direct costs incurred. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with a term of 12 months or less are not recorded on the balance sheet. The Company’s lease agreements do not contain any residual value guarantees.

Stock-Based Compensation

The Company recognizes stock-based compensation by measuring the cost of services to be rendered based on the grant date fair value of the equity award. The Company recognizes stock-based compensation, net of any estimated forfeitures, over the period an employee is required to provide service in exchange for the award, generally referred to as the requisite service period. For awards with market-based performance conditions, the cost of the awards is recognized as the requisite service is rendered by employees, regardless of when, if ever, the market-based performance conditions are satisfied.

The Black-Scholes option pricing model is used to estimate the fair value of stock options and options under the Company's 2019 Employee Stock Purchase Plan. The determination of the fair value of options is affected by the Company's stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. The Company uses historical data for estimating the expected volatility and expected life of stock options required in the Black-Scholes model. The risk-free interest rate assumption is based on observed interest rates appropriate for the expected terms of the stock options.

The fair value of restricted stock grants is based on the closing market price of the Company's stock on the date of grant less the Company's expected dividend yield. The Company recognizes compensation costs for awards with performance conditions when it concludes it is probable that the performance conditions will be achieved. The Company reassesses the probability of vesting at each balance sheet date and adjusts compensation costs accordingly.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using statutory tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled, updated as needed for changes in corporate tax rates. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in income in the period that includes the effective date of the change. The Company recognizes tax liabilities or benefits from an uncertain position only if it is more likely than not that the position will be sustained upon examination by taxing authorities based on the technical merits of the issue. The amount recognized would be the largest liability or benefit that the Company believes has greater than a 50% likelihood of being realized upon settlement.

For the three months ended September 30, 2022 and 2021, the Company recognized income tax expense of $0.2 million and $1.1 million, respectively, which is reflective of the Company’s current estimated federal, state and foreign effective tax rate. Realization of deferred tax assets is dependent upon future earnings in specific tax jurisdictions, the timing and amount of which are uncertain.

Income Per Share

Basic income per common share is computed by dividing the net income by the weighted-average number of common shares outstanding during the period, less unvested restricted stock awards. Diluted income per common share is computed by dividing net income by the weighted-average common shares and potentially dilutive common share equivalents using the treasury stock method.

For the three months ended September 30, 2022 and 2021, the effects of approximately 0.6 million and 0.2 million common shares, respectively, issuable upon exercise of options and non-vested shares of restricted stock are not included in computations as their effect was anti-dilutive.

The following is a reconciliation of net income per share and the weighted-average common shares outstanding for purposes of computing basic and diluted net income per share (in thousands, except per share amounts):


	Three Months Ended September 30,
	2022		2021
Numerator:
Net income	$	610	$	3,316
Denominator:
Basic weighted-average common shares outstanding	12,457		13,394
Effect of dilutive securities:
Stock awards and options	38		75

Diluted weighted-average common shares outstanding	12,495		13,469
Net income per share, basic	$	0.05	$	0.25
Net income per share, diluted	$	0.05	$	0.25

Segment Information

The Company operates in a single operating segment by selling products directly to customers and through an international network of independent distributors that operates in an integrated manner from market to market. Commissions and incentives expenses are the Company’s largest expense comprised of the commissions paid to its independent distributors. The Company manages its business primarily by managing its international network of independent distributors. The Company disaggregates revenue in two geographic regions: the Americas region and the Asia/Pacific & Europe region.

The following table presents the Company's revenue disaggregated by these two geographic regions (in thousands):


	Three Months Ended September 30,
	2022		2021
Americas	$	36,369	$	36,449
Asia/Pacific & Europe	15,405		16,775
Total revenue	$	51,774	$	53,224

Additional information as to the Company’s revenue from operations in the most significant geographical areas is set forth below (in thousands):


	Three Months Ended September 30,
	2022		2021
United States	$	34,658	$	34,297
Japan	$	8,168	$	9,844

The following table presents the Company's long-lived assets for its most significant geographic markets (in thousands):


	September 30, 2022		June 30, 2022
United States	$	21,305	$	19,790
Japan	$	1,549	$	1,869

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss
Beginning balance (in shares) at Jun. 30, 2021		13,609
Beginning balance at Jun. 30, 2021	$ 36,807	$ 1	$ 129,048	$ (92,346)	$ 104
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	645		645
Exercise of options (in shares)		30
Exercise of options	133		133
Common stock issued under equity award plans (in shares)		49
Common stock issued under equity award plans	0
Shares canceled or surrendered as payment of tax withholding and other (in shares)		(19)
Shares canceled or surrendered as payment of tax withholding and other	$ (139)		(139)
Repurchase of company stock (in shares)	(500)	(460)
Repurchase of company stock	$ (3,492)			(3,492)
Common stock issued under employee stock purchase plan (in shares)	27	27
Common stock issued under employee stock purchase plan	$ 175		175
Currency translation adjustment	(135)				(135)
Net income	3,316			3,316
Ending balance (in shares) at Sep. 30, 2021		13,236
Ending balance at Sep. 30, 2021	$ 37,310	$ 1	129,862	(92,522)	(31)
Beginning balance (in shares) at Jun. 30, 2022	12,493	12,493
Beginning balance at Jun. 30, 2022	$ 31,516	$ 1	131,075	(98,437)	(1,123)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	602		602
Common stock issued under equity award plans (in shares)		48
Common stock issued under equity award plans	0
Shares canceled or surrendered as payment of tax withholding and other (in shares)		(17)
Shares canceled or surrendered as payment of tax withholding and other	$ (72)		(72)
Common stock issued under employee stock purchase plan (in shares)	36	36
Common stock issued under employee stock purchase plan	$ 121		121
Cash dividends	(377)			(377)
Currency translation adjustment	(510)				(510)
Net income	$ 610			610
Ending balance (in shares) at Sep. 30, 2022	12,560	12,560
Ending balance at Sep. 30, 2022	$ 31,890	$ 1	$ 131,726	$ (98,204)	$ (1,633)

Leases - Schedule of Maturity of Lease Liabilities (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Leases [Abstract]
2023 (remaining nine months ending June 30, 2023)	$ 2,366
2024	2,111
2025	1,606
2026	1,646
2027	1,687
Thereafter	8,123
Total	17,539
Less: imputed interest	(2,500)
Present value of lease liabilities	$ 15,039

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash Flows from Operating Activities:
Net income	$ 610	$ 3,316
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization	841	793
Stock-based compensation	602	645
Amortization of right-of-use assets	143	558
Deferred income tax	(1,755)	(1,082)
Changes in operating assets and liabilities:
Accounts receivable	1,326	(366)
Income tax receivable	1,751	1,039
Inventory, net	(2,568)	(45)
Prepaid expenses and other	415	(877)
Other long-term assets	1	13
Accounts payable	429	(1,891)
Income tax payable	(346)	640
Other accrued expenses	(2,248)	(1,873)
Lease liabilities	(235)	(384)
Other long-term liabilities	(311)	(21)
Net Cash (Used in) Provided by Operating Activities	(1,345)	465
Cash Flows from Investing Activities:
Purchase of property and equipment	(727)	(378)
Net Cash Used in Investing Activities	(727)	(378)
Cash Flows from Financing Activities:
Repurchase of company stock	0	(3,492)
Payment of cash dividends	(377)	0
Shares canceled or surrendered as payment of tax withholding and other	(72)	(139)
Proceeds from common stock issued under employee stock purchase plan	121	175
Exercise of options	0	133
Net Cash Used in Financing Activities	(328)	(3,323)
Foreign Currency Effect on Cash	(171)	(9)
Decrease in Cash and Cash Equivalents:	(2,571)	(3,245)
Cash and Cash Equivalents — beginning of period	20,190	23,174
Cash and Cash Equivalents — end of period	17,619	19,929
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	0	3
Cash paid for income taxes	$ 439	$ 468

Leases - Schedule of Lease, Cost (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Leases [Abstract]
Operating cash outflows from operating leases	$ 755	$ 768

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Contingencies The Company accounts for contingent liabilities in accordance with ASC 450, Contingencies. This guidance requires management to assess potential contingent liabilities that may exist as of the date of the financial statements to determine the probability and amount of loss that may have occurred, which inherently involves an exercise of judgment. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. For loss contingencies considered remote, no accrual or disclosures are generally made. Management has assessed potential contingent liabilities as of September 30, 2022, and based on the assessment, there are no probable loss contingencies requiring accrual or disclosures within its financial statements. Legal Accruals In addition to commitments and obligations in the ordinary course of business, from time to time, the Company is subject to various claims, pending and potential legal actions, investigations relating to governmental laws and regulations and other matters arising out of the normal conduct of its business. Management assesses contingencies to determine the degree of probability and range of possible loss for potential accrual in the consolidated financial statements. An estimated loss contingency is accrued in the consolidated financial statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Because evaluating legal claims and litigation results are inherently unpredictable and unfavorable results could occur, assessing contingencies is highly subjective and requires judgments about future events. When evaluating contingencies, management may be unable to provide a meaningful estimate due to a number of factors, including the procedural status of the matter in question, the presence of complex or novel legal theories, and/or the ongoing discovery and development of information important to the matters. In addition, damage amounts claimed or asserted against the Company may be unsupported, exaggerated or unrelated to possible outcomes, and as such are not meaningful indicators of a potential liability. Management regularly reviews contingencies to determine the adequacy of financial statement accruals and related disclosures. The amount of ultimate loss may differ from these estimates. It is possible that cash flows or results of operations could be materially affected in any particular period by the unfavorable publicity or resolution of one or more of these contingencies. Whether any losses finally determined in any claim, action, investigation or proceeding or publicity related to such could reasonably have a material effect on the Company's business, financial condition, results of operations or cash flows will depend on a number of variables, including: the timing and amount of such losses; the structure and type of any remedies; the significance of the impact of any such losses, damages or remedies may have on the consolidated financial statements; and the unique facts and circumstances of the particular matter that may give rise to additional factors. Class Action Lawsuit (Smith v. LifeVantage Corp.): On January 24, 2018, a purported class action was filed in the United States District Court for the District of Connecticut, entitled Smith v. LifeVantage Corp., Case No. 3:18-cv-a35 (D. Connecticut filed Jan. 24, 2018). In this action, Plaintiffs alleged that the Company, its Chief Executive Officer, Chief Sales Officer and Chief Marketing Officer operated a pyramid scheme in violation of a variety of federal and state statutes, including RICO and the Connecticut Unfair Trade Practices Act. On April 16, 2018, the Company filed motions with the court to dismiss the complaint against LifeVantage, dismiss the complaint against the Company's executives, transfer the venue of the case from the State of Connecticut to the State of Utah, and contest class certification. On July 23, 2018, the parties filed a stipulation with the Court agreeing to transfer the case to the Federal District Court for Utah. On September 20, 2018, Plaintiffs filed an amended complaint in Utah. As per the parties stipulated agreement, Plaintiffs' amended complaint dropped the RICO and Connecticut state law claims and removed the Company's Chief Sales Officer and Chief Marketing Officer as individual defendants (the former Chief Executive Officer remains a defendant in the case). The Plaintiffs' amended complaint added an antitrust claim, alleging that the Company fraudulently obtained patents for its products and is attempting to use those patents in an anti-competitive manner. The Company filed a Motion to Dismiss the amended complaint on November 5, 2018, Plaintiffs filed a response to the Company’s Motion to Dismiss on December 17, 2018, and the Company filed a reply brief on January 10, 2019. The Court ruled on the motion on December 5, 2019, dismissing three of the Plaintiff's four claims, including the antitrust claim, unjust enrichment claim, and the securities claim for the sale of unregistered securities. On December 19, 2019, Plaintiffs filed a second amended complaint which included three causes of action, including a 10(b)(5) securities fraud claim, and renewed claims relating to the sale of unregistered securities and unjust enrichment. LifeVantage filed a Motion to Dismiss the Second Amended Complaint on January 28, 2020, and with the Motion fully briefed by the parties as of March 17, 2020, the Court decided the matter on the parties’ briefs only on November 25, 2020. In its decision, the Court dismissed with prejudice the Plaintiffs’ Section 12(1) claim (sale of an unregistered security), because the Court concluded the claim is time barred. The Court also dismissed the Plaintiffs’ claim for unjust enrichment against LifeVantage without prejudice, and the Plaintiffs did not amend their complaint following the Court’s order to re-plead unjust enrichment. The court found that the Plaintiffs had sufficiently pled their claim under Section 12(2) (offer to sell a security that misstates or omits a material fact by means of a prospectus or oral communication). LifeVantage filed its Answer to the Second Amended Complaint on December 23, 2020, responding to the Plaintiffs’ remaining securities claims. On February 2, 2021, the Court issued an amended scheduling order that reflects the parties’ agreement on a schedule for discovery and other litigation matters. On June 15, 2021, the plaintiffs filed their motion for class certification, and on July 13, 2021, the defendants, including LifeVantage Corporation, filed their opposition brief that opposed class certification. On July 27, 2021, the Plaintiffs filed their reply to LifeVantage’s opposition brief. The court held a hearing for the motion for class certification on March 28, 2022. On April 19, 2022, the court issued an order denying the Plaintiff’s motion for class certification. This case has been stayed by the Court until November 25, 2022. The Company has not established a loss contingency accrual for this lawsuit as it believes liability is not probable or estimable, and the Company plans to vigorously defend against this lawsuit. Nonetheless, an unfavorable resolution of this matter could have a material adverse effect on the Company's business, results of operations or financial condition. Other Matters. In addition to the matters described above, the Company also may become involved in other litigation and regulatory matters incidental to its business and the matters disclosed in this quarterly report on Form 10-Q, including, but not limited to, product liability claims, regulatory actions, employment matters and commercial disputes. The Company intends to defend itself in any such matters and does not currently believe that the outcome of any such matters will have a material adverse effect on the Company's business, financial condition, results of operations and cash flows.

- Definition

The entire disclosure for loss and gain contingencies. Describes any existing condition, situation, or set of circumstances involving uncertainty as of the balance sheet date (or prior to issuance of the financial statements) as to a probable or reasonably possible loss incurred by an entity that will ultimately be resolved when one or more future events occur or fail to occur, and typically discloses the amount of loss recorded or a range of possible loss, or an assertion that no reasonable estimate can be made.

+ References + Details

Stock-Based Compensation	3 Months Ended
Stock-Based Compensation	Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]
Stock-Based Compensation	Stock-Based Compensation Long-Term Incentive Plans Equity-Settled Plans The Company adopted, and the stockholders approved, the 2007 Long-Term Incentive Plan (the “2007 Plan”), effective November 21, 2006, to provide incentives to eligible employees, directors and consultants. A maximum of 1.4 million shares of the Company's common stock can be issued under the 2007 Plan in connection with the grant of awards. Effective November 21, 2016, no new awards can be granted under the 2007 Plan. As of September 30, 2022, there were no stock option awards outstanding under the 2007 Plan. The Company adopted, and the stockholders approved, the 2010 Long-Term Incentive Plan (the “2010 Plan”), effective September 27, 2010, as amended on August 21, 2014, to provide incentives to certain employees, directors and consultants. A maximum of 1.0 million shares of the Company's common stock can be issued under the 2010 Plan in connection with the grant of awards. Awards to purchase common stock have been granted pursuant to the 2010 Plan and are outstanding to various employees, officers and directors. Outstanding stock options awarded under the 2010 Plan have exercise prices of $9.31 per share, and vest over one to four year vesting periods. Awards expire in accordance with the terms of each award and, upon expiration of the award, the shares subject to the award will be added to the 2017 Plan pool as described below. The contractual term of stock options granted is generally ten years. No new awards will be granted under the 2010 Plan and forfeited or terminated shares may be added to the 2017 Plan pool as described below. As of September 30, 2022, under the 2010 Plan, there were stock option awards outstanding, net of awards expired, for an aggregate of approximately 14,000 shares of the Company's common stock. The Company adopted, and the stockholders approved, the 2017 Long-Term Incentive Plan (the “2017 Plan”), effective February 16, 2017, to provide incentives to eligible employees, directors and consultants. On February 2, 2018, November 15, 2018, and November 12, 2020, the stockholders approved amendments to the 2017 Plan to increase by 425,000 shares, 715,000 shares and 650,000 shares, respectively, the number of shares of the Company's common stock that are available for issuance under the 2017 Plan. As of September 30, 2022, a maximum of 2.9 million shares of the Company's common stock can be issued under the 2017 Plan in connection with the grant of awards which is calculated as the sum of (i) 2,440,000 shares and (ii) up to 475,000 shares previously reserved for issuance under the 2010 Plan, including shares returned upon cancellation, termination or forfeiture of awards that were previously granted under that plan. Outstanding stock options awarded under the 2017 Plan have exercise prices of $4.44 per share, and vest over a three year vesting period. Awards expire in accordance with the terms of each award and, upon expiration of the award, the shares subject to the award are added back to the 2017 Plan. The contractual term of stock options granted are substantially the same as described above for the 2010 Plan. As of September 30, 2022, under the 2017 Plan, there were stock option awards outstanding, net of awards expired, for an aggregate of 0.1 million shares of the Company's common stock. Employee Stock Purchase Plan General. The Company's 2019 Employee Stock Purchase Plan ("ESPP") was adopted by the board of directors in September 2018 and the Company's stockholders approved it in November 2018. The ESPP is intended to qualify under Section 423 of the Internal Revenue Code. Share Reserve. The Company has reserved 0.4 million shares of its common stock for issuance under the ESPP. As of September 30, 2022, 0.2 million shares were available for issuance. The number of shares reserved under the ESPP will automatically be adjusted in the event of a stock split, stock dividend or a reverse stock split (including an adjustment to the per-purchase period share limit). Purchase Price. Employees may purchase each share of common stock under the ESPP at a price equal to 85% of the lower of the fair market values of the stock as of the beginning or the end of the six-month offering periods. An employee's contributions to the ESPP are limited to 15% of their regular hourly or salary compensation, and up to a maximum of 3,000 shares may be purchased during any offering period. A participant shall not be granted an option under the ESPP if such option would permit the participant's rights to purchase stock to accrue at a rate exceeding $25,000 grant date fair market value of stock for each calendar year in which such option is outstanding at any time. Offering Periods. Unless otherwise determined by the compensation committee, the ESPP will be operated through a series of successive six-month offering periods, which will begin each year on March 1 and September 1. During the three months ended September 30, 2022 and 2021, approximately 36,000 and 27,000 shares of common stock were issued under the ESPP, respectively. Stock-Based Compensation In accordance with accounting guidance for stock-based compensation, payments in equity instruments for goods or services are accounted for by the fair value method. For the three months ended September 30, 2022 and 2021, compensation of $0.6 million and $0.6 million, respectively. was reflected as an increase to additional paid-in capital, all of which was employee related.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2022	Jun. 30, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value (in USD per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	5,000,000	5,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in USD per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	40,000,000	40,000,000
Common stock, shares issued (in shares)	12,560,000	12,493,000
Common stock, shares outstanding (in shares)	12,560,000	12,493,000

Leases - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
Leases - Narrative (Details) - USD ($) $ in Millions	Sep. 30, 2022	Sep. 30, 2021
Lessee, Lease, Description [Line Items]
Weighted average remaining lease term	8 years 5 months 15 days
Weighted average discount rate (as a percent)	3.27%
Operating lease expense	$ 0.7	$ 0.8
Minimum
Lessee, Lease, Description [Line Items]
Lease term	1 year
Maximum
Lessee, Lease, Description [Line Items]
Lease term	9 years

Gig Economy Group Investment	3 Months Ended
Gig Economy Group Investment	Sep. 30, 2022
Investments, All Other Investments [Abstract]
Gig Economy Group Investment	Gig Economy Group Investment Convertible Note Receivable The Company entered into a convertible promissory note agreement with Gig Economy Group, Inc. ("GEG") pursuant to which the Company agreed to loan to GEG up to an aggregate of $2.0 million in a series of loan installments, evidenced by a convertible promissory note having a maturity date of May 31, 2019 ("Convertible Note"). The Convertible Note accrued interest at a rate of 8% per annum, compounded annually. On May 17, 2019, the Company and GEG entered into an amendment agreement to extend the maturity date of the Convertible Note to December 31, 2019. In all other aspects, the Convertible Note remained unchanged from the original agreement. Pursuant to a Common Stock Purchase Agreement between the Company and GEG dated December 16, 2019, GEG issued to the Company 1,000,000 shares of GEG’s common stock in consideration for conversion and cancellation of all principal, interest and other amounts due under the Convertible Note (representing $0.0 million in aggregate consideration). Equity Securities under ASC 321 Upon conversion of the convertible promissory note receivable with GEG, the Company held a minority interest (less than 20%) in GEG, accounted for under ASC 321, Investments - Equity Securities ("ASC 321"), which is included in equity securities in the condensed consolidated balance sheets. Dividends received are reported in earnings if and when received. The Company reviews securities individually for impairment by evaluating if events or circumstances have occurred that may indicate the fair value of the investment is less than its carrying value. If such events or circumstances have occurred, the Company estimates the fair value of the investment and recognizes an impairment loss in other expense, net on the condensed consolidated statements of operations and comprehensive income equal to the difference between the fair value of the investment and its carrying value. In such cases, the estimated fair value of the investment is determined using unobservable inputs including assumptions by GEG's management and quantitative information such as lower valuations in recently completed or proposed financings. These inputs are classified as Level 3. Because GEG is in the early startup stage, GEG is subject to potential changes in cash flows and valuation, and may be unable to raise additional capital necessary to support its ongoing operations, which may result in future impairment. Equity securities held by the Company lack readily determinable fair values and therefore the securities are measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar equity securities of the same issuer. During the fourth quarter of the fiscal year ended June 30, 2022, the Company determined its investment in GEG had declined significantly as a result of the business failing to achieve profitability due to weak market conditions for its products. The Company determined the book value of its investment exceeded its fair value and concluded this decline in value was other than temporary. The Company recorded a non-cash impairment charge of $2.2 million related to these equity securities. The was no carrying amount of equity securities held by the Company without readily determinable fair values at September 30, 2022 and June 30, 2022. During the three months ended September 30, 2022 and 2021, there were no impairments recognized.

Long-Term Debt - Narrative (Details)				3 Months Ended
Long-Term Debt - Narrative (Details)	Apr. 01, 2021	Feb. 01, 2019 USD ($)	May 04, 2018 USD ($)	Sep. 30, 2022 USD ($)	May 03, 2018 USD ($)	Mar. 30, 2016 USD ($)
Revolving Credit Facility \| Line of Credit
Line of Credit Facility [Line Items]
Debt instrument, covenant, total liabilities to tangible net worth ratio (not greater than)	2.00
Floor interest rate (as a percent)	4.00%
Revolving Credit Facility \| US Treasury (UST) Interest Rate \| Line of Credit
Line of Credit Facility [Line Items]
Basis spread on variable rate (as a percent)	3.00%
March 2016 Term Loan \| Secured Debt
Line of Credit Facility [Line Items]
Maximum capacity on draw						$ 10,000,000
Quarterly installments				$ 500,000
Fixed rate interest on debt (as a percent)			5.68%		4.93%
Debt instrument, covenant, fixed charge coverage ratio			1.25		1.50
Trailing period		12 months	12 months
Debt instrument, covenant, required minimum working capital			$ 8,000,000		$ 5,000,000
Debt instrument, covenant, total liabilities to tangible net worth ratio (not greater than)			3.00
March 2016 Revolving Loan \| Secured Debt
Line of Credit Facility [Line Items]
Debt instrument, covenant, fixed charge coverage ratio		1.10
Debt instrument, covenant, required minimum working capital		$ 6,000,000	$ 8,000,000
Payment of cash dividends		2,000,000
March 2016 Revolving Loan \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Maximum capacity on draw		$ 5,000,000				$ 2,000,000
Debt instrument, covenant, maximum allowed dividends				$ 500,000

Summary of Significant Accounting Policies - Segment Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Jun. 30, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue, net	$ 51,774	$ 53,224
Americas
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue, net	36,369	36,449
Asia/Pacific & Europe
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue, net	15,405	16,775
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue, net	34,658	34,297
Long-lived assets	21,305		$ 19,790
Japan
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue, net	8,168	$ 9,844
Long-lived assets	$ 1,549		$ 1,869

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 40
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Paragraph 41
-Subparagraph (a)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Section 50
-Paragraph 32
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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 280
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-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2022	Jun. 30, 2022
Current assets
Cash and cash equivalents	$ 17,619	$ 20,190
Accounts receivable	1,916	3,338
Income tax receivable	0	1,752
Inventory, net	18,636	16,472
Prepaid expenses and other	4,752	5,205
Total current assets	42,923	46,957
Long-term assets
Property and equipment, net	9,403	9,500
Right-of-use assets	10,410	11,040
Intangible assets, net	554	587
Deferred income tax asset	3,044	1,289
Other long-term assets	1,266	1,333
TOTAL ASSETS	67,600	70,706
Current liabilities
Accounts payable	7,846	7,462
Commissions payable	7,367	7,285
Income tax payable	107	453
Lease liabilities	2,397	2,601
Other accrued expenses	5,052	7,927
Total current liabilities	22,769	25,728
Long-term lease liabilities	12,642	13,154
Other long-term liabilities	299	308
Total liabilities	35,710	39,190
Commitments and contingencies - Note 8
Stockholders’ equity
Preferred stock — par value $0.0001 per share, 5,000 shares authorized, no shares issued or outstanding	0	0
Common stock — par value $0.0001 per share, 40,000 shares authorized and 12,560 and 12,493 issued and outstanding as of September 30, 2022 and June 30, 2022, respectively	1	1
Additional paid-in capital	131,726	131,075
Accumulated deficit	(98,204)	(98,437)
Accumulated other comprehensive loss	(1,633)	(1,123)
Total stockholders’ equity	31,890	31,516
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 67,600	$ 70,706

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2022
Accounting Policies [Abstract]
Consolidation	ConsolidationThe condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation.
Use of Estimates	Use of Estimates The Company prepares the condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (GAAP). In preparing these statements, the Company is required to use estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates and assumptions. On an ongoing basis, the Company reviews its estimates, including, but not limited to, those related to inventory valuation and obsolescence, sales returns, income taxes and tax valuation reserves, transfer pricing methodology and positions, impairment of assets, share-based compensation, and loss contingencies.
Foreign Currency Translation	Foreign Currency Translation A portion of the Company’s business operations occurs outside the United States. The local currency of each of the Company’s subsidiaries is generally its functional currency. All assets and liabilities are translated into U.S. dollars at exchange rates existing at the balance sheet dates, revenue and expenses are translated at weighted-average exchange rates and stockholders’ equity is recorded at historical exchange rates. The resulting foreign currency translation adjustments are recorded as a separate component of stockholders’ equity in the condensed consolidated balance sheets and as a component of comprehensive income. Transaction gains and losses are included in other expense, net in the condensed consolidated statements of operations and comprehensive income.
Derivative Instruments and Hedging Activities	Derivative Instruments and Hedging Activities The Company's subsidiaries enter into transactions with each other which may not be denominated in the respective subsidiaries' functional currencies. The Company seeks to reduce its exposure to fluctuations in foreign exchange rates through the use of derivatives. The Company does not use such derivative financial instruments for trading or speculative purposes. To hedge risks associated with the foreign-currency-denominated intercompany transactions, the Company entered into forward foreign exchange contracts which were all settled by the end of December 2021 and were not designated for hedge accounting.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers only its monetary liquid assets with original maturities of three months or less as cash and cash equivalents.
Concentration of Credit Risk	Concentration of Credit RiskAccounting guidance for financial instruments requires disclosure of significant concentrations of credit risk regardless of the degree of such risk. Financial instruments with significant credit risk include cash and investments.
Accounts Receivable	Accounts ReceivableThe Company’s accounts receivable as of September 30, 2022 and June 30, 2022 consist primarily of credit card receivables. Based on the Company’s verification process for customer credit cards and historical information available, management has determined that an allowance for doubtful accounts on credit card sales related to its customer sales as of September 30, 2022 and June 30, 2022 is not necessary.
Inventory	Inventories are carried at the lower of cost or net realizable value, using the first-in, first-out method
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company accounts for assets and liabilities using a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions. These two types of inputs have created the fair-value hierarchy below. This hierarchy requires the Company to minimize the use of unobservable inputs and to use observable market data, if available, when determining fair value. •Level 1—Quoted 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 significant inputs and significant value drivers are observable in active markets; and •Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Equity securities held by the Company are measured at fair value on a nonrecurring basis; that is, the assets are not measured at fair value on an ongoing basis, but are subject to fair value adjustments using fair value measurements with unobservable inputs (level 3), in certain circumstances (e.g., when there is evidence of impairment).
Revenue Recognition And Shipping and Handling	Revenue Recognition Revenue is recognized when control of the promised goods or services are transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Sales, value-added, and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. The Company generates the majority of its revenue through product sales to customers. These products include the Protandim® line of dietary supplements, LifeVantage® Omega+™, ProBio™, IC Bright®, and Daily Wellness™ dietary supplements, TrueScience® skin, hair, bath & body and targeted relief, Petandim®, Axio® nootropic energy drink mixes, and the PhysIQ™ smart weight management system. The Company ships most of its product directly to the consumer and receives substantially all payment for product sales in the form of credit card receipts. Revenue from direct product sales to customers is recognized upon shipment, which is when passage of title and risk of loss occurs. For items sold in packs and bundles, the Company determines the standalone selling price at contract inception for each distinct good, and then allocates the transaction price on a relative standalone selling price basis. Any discounts are accounted for as a direct reduction to the transaction price. Shipping and handling revenue is recognized upon shipment when the performance obligation is completed. The Company also charges independent distributors to attend certain events that it holds. Tickets to events are sold as standalone items or included within packs. For event tickets sold in packs, the Company allocates a portion of the transaction price to the ticket on a relative standalone selling price basis. Any discounts are accounted for as a direct reduction to the transaction price. Fee revenue associated with ticket sales is recorded in the month that the event is held, which is when the Company has performed its obligations under the contract. Estimated returns are recorded when product is shipped. Subject to some exceptions based on local regulations, the Company’s return policy is to provide a full refund for product returned within 30 days. After 30 days of purchase, only unopened product that is in a resalable and restockable condition may be returned within twelve months of purchase and shall receive a 100% refund, less a 10% handling and restocking fee and any shipping and handling costs. The Company establishes a refund liability reserve, and an asset reserve for its right to recover products, based on historical experience. The returns asset reserve and returns liability reserve are evaluated on a quarterly basis. Shipping and Handling Shipping and handling costs associated with inbound freight and freight out to customers and independent distributors are included in cost of sales. Shipping and handling fees charged to customers and independent distributors are included in revenue.
Research and Development Costs	Research and Development CostsThe Company expenses all costs related to research and development activities, as incurred.
Leases	Leases The Company accounts for leases in accordance with Accounting Standards Codification ("ASC") 842. The Company reviews all contracts and determines if the arrangement is or contains a lease, at inception. Operating leases are included in right-of-use (“ROU”) assets, current lease liabilities and long-term lease liabilities on the condensed consolidated balance sheets. The Company does not have any finance leases. Operating lease ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The Company uses its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any upfront lease payments made and excludes lease incentives and initial direct costs incurred. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with a term of 12 months or less are not recorded on the balance sheet. The Company’s lease agreements do not contain any residual value guarantees.
Stock-Based Compensation	Stock-Based Compensation The Company recognizes stock-based compensation by measuring the cost of services to be rendered based on the grant date fair value of the equity award. The Company recognizes stock-based compensation, net of any estimated forfeitures, over the period an employee is required to provide service in exchange for the award, generally referred to as the requisite service period. For awards with market-based performance conditions, the cost of the awards is recognized as the requisite service is rendered by employees, regardless of when, if ever, the market-based performance conditions are satisfied. The Black-Scholes option pricing model is used to estimate the fair value of stock options and options under the Company's 2019 Employee Stock Purchase Plan. The determination of the fair value of options is affected by the Company's stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. The Company uses historical data for estimating the expected volatility and expected life of stock options required in the Black-Scholes model. The risk-free interest rate assumption is based on observed interest rates appropriate for the expected terms of the stock options. The fair value of restricted stock grants is based on the closing market price of the Company's stock on the date of grant less the Company's expected dividend yield. The Company recognizes compensation costs for awards with performance conditions when it concludes it is probable that the performance conditions will be achieved. The Company reassesses the probability of vesting at each balance sheet date and adjusts compensation costs accordingly.
Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using statutory tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled, updated as needed for changes in corporate tax rates. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in income in the period that includes the effective date of the change. The Company recognizes tax liabilities or benefits from an uncertain position only if it is more likely than not that the position will be sustained upon examination by taxing authorities based on the technical merits of the issue. The amount recognized would be the largest liability or benefit that the Company believes has greater than a 50% likelihood of being realized upon settlement.
Income Per Share	Income Per Share Basic income per common share is computed by dividing the net income by the weighted-average number of common shares outstanding during the period, less unvested restricted stock awards. Diluted income per common share is computed by dividing net income by the weighted-average common shares and potentially dilutive common share equivalents using the treasury stock method.
Segment Information	Segment Information The Company operates in a single operating segment by selling products directly to customers and through an international network of independent distributors that operates in an integrated manner from market to market. Commissions and incentives expenses are the Company’s largest expense comprised of the commissions paid to its independent distributors. The Company manages its business primarily by managing its international network of independent distributors. The Company disaggregates revenue in two geographic regions: the Americas region and the Asia/Pacific & Europe region.

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Schedule of Components of Inventory

As of September 30, 2022 and June 30, 2022, inventory consisted of (in thousands):


	September 30, 2022				June 30, 2022
Finished goods	$	14,571	78.2	%	$	12,674	76.9	%
Raw materials	4,065		21.8	%	3,798		23.1	%
Total inventory	$	18,636	100.0	%	$	16,472	100.0	%

Schedule of Computation of Net Income Per Share


	Three Months Ended September 30,
	2022		2021
Numerator:
Net income	$	610	$	3,316
Denominator:
Basic weighted-average common shares outstanding	12,457		13,394
Effect of dilutive securities:
Stock awards and options	38		75

Diluted weighted-average common shares outstanding	12,495		13,469
Net income per share, basic	$	0.05	$	0.25
Net income per share, diluted	$	0.05	$	0.25

Schedule of Revenue Disaggregated by Geographic Regions

The following table presents the Company's revenue disaggregated by these two geographic regions (in thousands):


	Three Months Ended September 30,
	2022		2021
Americas	$	36,369	$	36,449
Asia/Pacific & Europe	15,405		16,775
Total revenue	$	51,774	$	53,224

Additional information as to the Company’s revenue from operations in the most significant geographical areas is set forth below (in thousands):


	Three Months Ended September 30,
	2022		2021
United States	$	34,658	$	34,297
Japan	$	8,168	$	9,844

Schedule of Long-lived Assets by Geographic Areas

The following table presents the Company's long-lived assets for its most significant geographic markets (in thousands):


	September 30, 2022		June 30, 2022
United States	$	21,305	$	19,790
Japan	$	1,549	$	1,869

Summary of Significant Accounting Policies - Components of Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Jun. 30, 2022
Inventory Disclosure [Abstract]
Finished goods	$ 14,571	$ 12,674
Raw materials	4,065	3,798
Total inventory	$ 18,636	$ 16,472
Finished goods, percent of inventory (in percentage)	78.20%	76.90%
Raw materials, percent of inventory (in percentage)	21.80%	23.10%
Percent of total inventory (in percentage)	100.00%	100.00%

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Revenue, net	$ 51,774	$ 53,224
Cost of sales	9,942	9,431
Gross profit	41,832	43,793
Operating expenses:
Commissions and incentives	23,813	24,105
Selling, general and administrative	16,729	15,076
Total operating expenses	40,542	39,181
Operating income	1,290	4,612
Other expense:
Interest expense, net	0	(3)
Other expense, net	(438)	(177)
Total other expense	(438)	(180)
Income before income taxes	852	4,432
Income tax expense	(242)	(1,116)
Net income	$ 610	$ 3,316
Net income per share:
Basic (in USD per share)	$ 0.05	$ 0.25
Diluted (in USD per share)	$ 0.05	$ 0.25
Weighted-average shares outstanding:
Basic (in shares)	12,457	13,394
Diluted (in shares)	12,495	13,469
Other comprehensive loss, net of tax:
Foreign currency translation adjustment	$ (510)	$ (135)
Other comprehensive loss, net of tax	(510)	(135)
Comprehensive income	$ 100	$ 3,181

Gig Economy Group Investment (Details) - USD ($)	Dec. 16, 2019	May 31, 2019	Jun. 30, 2022
Related Party Transaction [Line Items]
Equity securities held without readily determinable value			$ 2,200,000
GEG
Related Party Transaction [Line Items]
Notes receivable, related party, maximum commitment		$ 2,000,000
Debt conversion, original debt, interest rate of debt (as a percent)		8.00%
GEG \| Common Stock
Related Party Transaction [Line Items]
Debt conversion, converted instrument, shares issued (in shares)	1,000,000
Debt conversion, converted instrument, amount	$ 0

Stockholders' Equity	3 Months Ended
Stockholders' Equity	Sep. 30, 2022
Equity [Abstract]
Stockholders' Equity	Stockholders’ Equity During the three months ended September 30, 2022, the company issued no shares of common stock upon the exercise of stock options and 17,000 shares of restricted stock were canceled or surrendered as payment of tax withholding upon vesting. During the three months ended September 30, 2021 the company issued 30,000 shares of common stock upon the exercise of stock options and approximately 19,000 shares of restricted stock were canceled or surrendered as payment of tax withholding upon vesting. On November 27, 2017, the Company announced a share repurchase program authorizing it to repurchase up to $5 million in shares of the Company's common stock. The repurchase program permits the Company to purchase shares through a variety of methods, including in the open market, through privately negotiated transactions or other means as determined by the Company's management. As part of the repurchase program, the Company has entered into a pre-arranged stock repurchase plan which operates in accordance with guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. Accordingly, any transactions under such stock repurchase plan will be completed in accordance with the terms of the plan, including specified price, volume and timing conditions. The authorization may be suspended or discontinued at any time. On February 1, 2019, the Board of Directors approved an amendment to the share repurchase program to increase the authorized share repurchase amount from $5 million to $15 million. On August 27, 2020, the Board of Directors approved an amendment to the share repurchase program to increase the authorized share repurchase amount from $15 million to $35 million and to extend the duration of the program through November 30, 2023 and, on February 17, 2022, the Board of Directors approved an amendment to the share repurchase program to increase the authorized share repurchase amount from $35 million to $60 million. During the three months ended September 30, 2022, the Company purchased no shares of common stock under this repurchase program. During the three months ended September 30, 2021, the Company purchased 0.5 million shares of common stock at an aggregate price of $3.5 million under this repurchase program. At September 30, 2022, there is $27.7 million remaining under this repurchase program. The Company’s Certificate of Incorporation authorizes the issuance of preferred stock. However, as of September 30, 2022, none have been issued nor have any rights or preferences been assigned to the preferred stock by the Company’s board of directors. Dividends In August 2022, the board of directors declared a quarterly cash dividend of $0.03 per share of common stock to be paid on September 15, 2022, to stockholders of record on September 2, 2022. Quarterly cash dividend for the three months ended September 30, 2022 totaled $0.4 million, or $0.03 per share. The declaration of dividends is subject to the discretion of the Company's board of directors and will depend upon various factors, including our earnings, financial condition, restrictions imposed by any indebtedness that may be outstanding, cash requirements, future prospects and other factors deemed relevant by the Company's board of directors.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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+ Details

Commitment and Contingencies (Details)	Dec. 05, 2019 claim
Commitments and Contingencies Disclosure [Abstract]
Claims dismissed	3
Pending claims	4