usna-20240928

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 28, 2024

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ____________

Commission file number: 001-35024

______________________

USANA HEALTH SCIENCES, INC.

(Exact name of registrant as specified in its charter)


Utah			87-0500306
(State or other jurisdiction			(I.R.S. Employer
of incorporation or organization)			Identification No.)

______________________

3838 West Parkway Blvd., Salt Lake City, Utah 84120

(Address of principal executive offices, including zip code)

______________________

(801) 954-7100

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

USNA

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o
		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of November 1, 2024, there were 19,059,572 outstanding shares of the registrant’s common stock, $0.001 par value.


Auditor Name: KPMG LLP			Auditor Location: Salt Lake City, Utah			Auditor Firm ID: 185

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USANA HEALTH SCIENCES, INC.

FORM 10-Q

For the Quarterly Period Ended September 28, 2024

TABLE OF CONTENTS


		Page
Cautionary Note Regarding Forward-Looking Statements and Certain Risks		1
PART I. FINANCIAL INFORMATION
Item 1	Financial Statements (unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Comprehensive Income	4
	Condensed Consolidated Statements of Stockholders’ Equity	5
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	8 - 16
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17 - 23
Item 3	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4	Controls and Procedures	24
PART II. OTHER INFORMATION
Item 1	Legal Proceedings	25
Item 1A	Risk Factors	25
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 5	Other Information	25
Item 6	Exhibits	25
Signatures		26

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Cautionary Note Regarding Forward-Looking Statements and Certain Risks

This report contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new products; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include, but are not limited to, statements regarding future financial results, long-term value creation goals, productivity, raw material prices and related costs, supply chain, asset impairment, litigation, sustainability and environmental, social and governance (“ESG”) efforts, compliance with current and proposed international laws and regulations, the impact of COVID-19, or other pandemics, or geopolitical tensions, conflicts, or wars on our operations. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely unduly on forward-looking statements.

Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those we project or assume in our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such as those disclosed or incorporated by reference in our filings with the Securities and Exchange Commission (“SEC”). Any forward-looking statement made by us in this report is based only on information currently available to us and speaks only as of the date hereof. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments, the occurrence of unanticipated events or otherwise. Among the important factors that could cause our actual results, performance and achievements to differ materially from estimates or projections contained in our forward-looking statements in this report are the following:

•Our dependence upon the direct selling business model to distribute our products and the activities of our independent Associates;

•Extensive regulation of our business model and uncertainties relating to the interpretation and enforcement of applicable laws and regulations governing direct selling and anti-pyramiding in the United States, China and other markets where we have operations;

•The operation and expansion of our business in China through our subsidiary, BabyCare Holdings, Ltd. (“BabyCare”), including risks related to (i) operating in China in general, (ii) engaging in direct selling in China, (iii) BabyCare’s business model in China, (iv) new and expanded data privacy and security laws and regulations in China, and (v) changes in the Chinese economy, marketplace or consumer environment;

•Our Associate compensation plan, or changes we may make to it, may be viewed negatively by some Associates, could fail to achieve our desired objectives, and could have a negative impact on our business;

•Product liability claims, litigation or other liability associated with our products or the manufacturing of our products by us or third parties;

•Challenges associated with our planned expansion into new international markets, delays in commencement of sales or product offerings in such markets, delays in compliance with local marketing or other regulatory requirements, or changes in target markets;

•Macroeconomic conditions and other factors, including inflationary pressures, slower economic growth or recession, general conditions affecting consumer spending or discretionary income, or disruptions to our supply chain;

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•Political events, natural disasters, pandemics, epidemics or other health crises including, and in addition to, COVID-19, or other events that may negatively affect economic conditions, consumer spending or consumer behavior;

•Changes in the legal and regulatory environment including environmental, health and safety regulations, data security and privacy, anti-corruption laws, trade policies and tariffs, the impact of customs, duties, taxation, and transfer pricing regulations, as well as regulations governing distinctions between and our responsibilities to employees and independent contractors;

•Geopolitical tensions or conflicts, including impacts from the conflicts involving Russia and Ukraine, and Israel and Palestine, deterioration in foreign relations, as well as disputes or tensions among other countries around the world in general or among the United States, China, and other countries;

•Volatile fluctuation in the value of foreign currencies against the U.S. dollar;

•Noncompliance by us or our Associates with any data privacy or security laws or any security breach by us or a third party involving the misappropriation, loss, destruction or other unauthorized use or disclosure of confidential information;

•Shortages of raw materials, disruptions in the business of our contract manufacturers, significant price increases of key raw materials, and other disruptions to our supply chain;

•Our continued compliance with debt covenants in our Credit Facility;

•Litigation, tax, and legal compliance risk and costs, especially if materially different from the amount we expect to incur or have accrued for, and any disruptions caused by the same;

•Information technology system failures, data security breaches, data security and privacy compliance, network disruptions, and cybersecurity attacks;

•Acquisition, divestiture, and investment-related risks, including risks associated with past or future acquisitions; and

•Human capital risks associated with our business, including if we are unable to attract or retain Associate leaders to sell our products or if we lose key management personnel or employees in our business.

Unless otherwise indicated or otherwise required by the context, the terms “we,” “our,” “it,” “its,” “Company,” and “USANA” refer to USANA Health Sciences, Inc. and its wholly owned subsidiaries.

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PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

USANA HEALTH SCIENCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value)

(unaudited)


	As of September 28, 2024		As of December 30, 2023
ASSETS
Current assets
Cash and cash equivalents	$	364,889	$	330,420
Inventories	63,984		61,454
Prepaid expenses and other current assets	22,318		25,872
Total current assets	451,191		417,746
Property and equipment, net	98,033		99,814
Goodwill	17,196		17,102
Intangible assets, net	29,237		29,919
Deferred tax assets	16,823		13,284
Other assets	58,828		54,892
	$	671,308	$	632,757
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	7,041	$	10,070
Line of credit - short term	—		786
Other current liabilities	107,738		107,989
Total current liabilities	114,779		118,845
Deferred tax liabilities	4,727		4,552
Other long-term liabilities	18,715		12,158
Stockholders' equity
Common stock, $0.001 par value; Authorized -- 50,000 shares, issued and outstanding 19,056 as of September 28, 2024 and 19,130 as of December 30, 2023	19		19
Additional paid-in capital	72,277		65,661
Retained earnings	474,490		445,217
Accumulated other comprehensive income (loss)	(13,699)		(13,695)
Total stockholders' equity	533,087		497,202
	$	671,308	$	632,757

The accompanying notes are an integral part of these statements.

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USANA HEALTH SCIENCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands, except per share data)

(unaudited)


	Three Months Ended				Nine Months Ended
	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
Net sales	$	200,221	$	213,365	$	640,890	$	699,927
Cost of sales	39,257		42,529		122,659		134,374
Gross profit	160,964		170,836		518,231		565,553
Operating expenses:
Associate incentives	84,068		89,926		270,197		298,376
Selling, general and administrative	61,295		63,303		189,920		198,325
Total operating expenses	145,363		153,229		460,117		496,701
Earnings from operations	15,601		17,607		58,114		68,852
Other income (expense):
Interest income	3,142		2,733		8,581		6,732
Interest expense	(49)		(43)		(152)		(117)
Other, net	(86)		234		(621)		375
Other income (expense), net	3,007		2,924		7,808		6,990
Earnings before income taxes	18,608		20,531		65,922		75,842
Income taxes	8,001		9,184		28,346		28,820
Net earnings	$	10,607	$	11,347	$	37,576	$	47,022

Earnings per common share
Basic	$	0.56	$	0.59	$	1.97	$	2.44
Diluted	$	0.56	$	0.59	$	1.96	$	2.43

Weighted average common shares outstanding
Basic	19,078		19,245		19,108		19,283
Diluted	19,083		19,372		19,181		19,376

Comprehensive income:
Net earnings	$	10,607	$	11,347	$	37,576	$	47,022
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment	7,654		(1,933)		706		(8,236)
Tax benefit (expense) related to foreign currency translation adjustment	(845)		185		(710)		799
Other comprehensive income (loss), net of tax	6,809		(1,748)		(4)		(7,437)
Comprehensive income	$	17,416	$	9,599	$	37,572	$	39,585

The accompanying notes are an integral part of these statements.

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USANA HEALTH SCIENCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(unaudited)

For the nine months ended September 30, 2023


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total
	Shares	Value
Balance at December 31, 2022	19,206	$	19	$	55,604	$	391,636	$	(12,787)	$	434,472
Net earnings						47,022				47,022
Other comprehensive income (loss), net of tax								(7,437)		(7,437)
Equity-based compensation expense				10,952						10,952
Common stock repurchased and retired	(180)	—		(1,446)		(10,211)				(11,657)
Common stock issued under equity award plans	96	—								—
Tax withholding for net-share settled equity awards				(2,958)						(2,958)
Balance at September 30, 2023	19,122	$	19	$	62,152	$	428,447	$	(20,224)	$	470,394

For the nine months ended September 28, 2024


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total
	Shares	Value
Balance at December 30, 2023	19,130	$	19	$	65,661	$	445,217	$	(13,695)	$	497,202
Net earnings						37,576				37,576
Other comprehensive income (loss), net of tax								(4)		(4)
Equity-based compensation expense				10,945						10,945
Common stock repurchased and retired	(194)	—		(1,180)		(8,303)				(9,483)
Common stock issued under equity award plans	120	—								—
Tax withholding for net-share settled equity awards				(3,149)						(3,149)
Balance at September 28, 2024	19,056	$	19	$	72,277	$	474,490	$	(13,699)	$	533,087

The accompanying notes are an integral part of these statements.

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USANA HEALTH SCIENCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(unaudited)

For the three months ended September 30, 2023


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total
	Shares	Value
Balance at July 1, 2023	19,298	$	19	$	59,970	$	427,311	$	(18,476)	$	468,824
Net earnings						11,347				11,347
Other comprehensive income (loss), net of tax								(1,748)		(1,748)
Equity-based compensation expense				3,670						3,670
Common stock repurchased and retired	(180)	—		(1,446)		(10,211)				(11,657)
Common stock issued under equity award plans	4	—								—
Tax withholding for net-share settled equity awards				(42)						(42)
Balance at September 30, 2023	19,122	$	19	$	62,152	$	428,447	$	(20,224)	$	470,394

For the three months ended September 28, 2024


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total
	Shares	Value
Balance at June 29, 2024	19,051	$	19	$	68,814	$	463,883	$	(20,508)	$	512,208
Net earnings						10,607				10,607
Other comprehensive income (loss), net of tax								6,809		6,809
Equity-based compensation expense				3,542						3,542

Common stock issued under equity award plans	5	—								—
Tax withholding for net-share settled equity awards				(79)						(79)
Balance at September 28, 2024	19,056	$	19	$	72,277	$	474,490	$	(13,699)	$	533,087

The accompanying notes are an integral part of these statements.

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USANA HEALTH SCIENCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Nine Months Ended
	September 28, 2024		September 30, 2023
Cash flows from operating activities
Net earnings	$	37,576	$	47,022
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities
Depreciation and amortization	10,540		9,790
Right-of-use asset amortization	5,805		5,734
(Gain) loss on sale of property and equipment	1		12
Equity-based compensation expense	10,945		10,952
Deferred income taxes	(4,047)		(4,218)
Inventory write-down	1,889		3,107
Changes in operating assets and liabilities:
Inventories	(3,794)		296
Prepaid expenses and other assets	1,247		5,116
Accounts payable	(3,044)		(2,357)
Other liabilities	(1,911)		(30,836)
Net cash provided by (used in) operating activities	55,207		44,618
Cash flows from investing activities
Proceeds from the settlement of net investment hedges	1,125		3,775
Payments for net investment hedge	(870)		(1,271)
Proceeds from sale of property and equipment	64		13
Purchases of property and equipment	(8,271)		(7,170)
Net cash provided by (used in) investing activities	(7,952)		(4,653)
Cash flows from financing activities
Repurchase of common stock	(9,444)		(11,599)
Borrowings on line of credit	689		750
Payments on line of credit	(1,473)		(750)
Payments related to tax withholding for net-share settled equity awards	(3,149)		(2,958)
Payments for contingent consideration	—		(338)
Net cash provided by (used in) financing activities	(13,377)		(14,895)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	617		(6,567)
Net increase (decrease) in cash, cash equivalents, and restricted cash	34,495		18,503
Cash, cash equivalents, and restricted cash at beginning of period	333,246		291,320
Cash, cash equivalents, and restricted cash at end of period	$	367,741	$	309,823
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets
Cash and cash equivalents	$	364,889	$	307,081

Restricted cash included in other assets	2,852		2,742
Total cash, cash equivalents, and restricted cash	$	367,741	$	309,823

Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	73	$	5
Income taxes	33,265		35,958
Cash received during the period for:
Income tax refund	7		1,164
Non-cash investing and financing activities:
Right-of-use assets obtained in exchange for lease obligations	9,915		4,963
Accrued purchases of property and equipment	101		1,384
Accrued excise tax for repurchase of common stock	39		58

The accompanying notes are an integral part of these statements.

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USANA HEALTH SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share data)

(unaudited)

NOTE A – ORGANIZATION, CONSOLIDATION, AND BASIS OF PRESENTATION

USANA Health Sciences, Inc. is a global direct-selling, personal health and wellness company that develops and manufactures high quality, science-based nutritional and personal care products. The Condensed Consolidated Financial Statements (the “Financial Statements”) include the accounts and operations of the Company, which are grouped and presented in two geographic regions: (1) Asia Pacific, and (2) Americas and Europe. Asia Pacific is further divided into three sub-regions: (i) Greater China, (ii) Southeast Asia Pacific, and (iii) North Asia. The markets included in these regions and sub-regions are described below:

(1)Asia Pacific -

(i)Greater China – Hong Kong, Taiwan, and China. The Company’s business in China is conducted by BabyCare Holdings, Ltd., the Company’s wholly-owned subsidiary.

(ii)Southeast Asia Pacific – Australia, New Zealand, Singapore, Malaysia, the Philippines, Thailand, Indonesia and India(1).

(iii)North Asia – Japan and South Korea.

(2)Americas and Europe – United States, Canada, Mexico, Colombia, and Europe (the United Kingdom, France, Germany, Spain, Italy, Romania, Belgium, and the Netherlands).

(1) We commenced operations in this market near the end of the fourth quarter of 2023.

The Condensed Consolidated Balance Sheet as of December 30, 2023, derived from audited consolidated financial statements, and the unaudited interim condensed consolidated financial information of the Company have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X promulgated by the SEC. Accordingly, certain information and disclosures that are normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. The preparation of Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. In the opinion of the Company’s management, the accompanying interim condensed consolidated financial information contains all adjustments, consisting only of normal recurring adjustments, that are necessary to state fairly the Company’s financial position as of September 28, 2024, and results of operations and cash flows for the three and nine months ended September 28, 2024 and September 30, 2023.

The interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto that are included in the Company’s Annual Report on Form 10-K for the year ended December 30, 2023. The results of operations for the three and nine months ended September 28, 2024, are not necessarily indicative of the results that may be expected for the fiscal year ending December 28, 2024.

Certain reclassifications have been made to prior period amounts to conform to current period presentation. These reclassifications relate to the disaggregation of inventory write-downs from changes in inventories within operating activities of the Condensed Consolidated Statements of Cash Flows.

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USANA HEALTH SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share data)

(unaudited)

NOTE A – ORGANIZATION, CONSOLIDATION, AND BASIS OF PRESENTATION - CONTINUED

Recent Accounting Pronouncements

Issued Accounting Pronouncements Not Yet Adopted

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The standard is intended to provide financial statement users with more disaggregated expense information about a public entity’s reportable segments. ASU 2023-07 requires incremental disclosures related to a public entity’s reportable segments including allowing the disclosure of multiple measures of segment profit or loss, requiring the disclosure of significant segment expenses, and requiring the qualitative disclosure of other segment items. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods within annual periods beginning after December 15, 2024, and should be adopted retrospectively unless impracticable. Early adoption is permitted. The Company is currently evaluating the impact adoption of the standard will have on its consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The standard is intended to benefit investors by providing more detailed income tax disclosures. ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating the impact adoption of the standard will have on its consolidated financial statements.

No other recent accounting pronouncements had, or are expected to have, a material impact on the Company's Condensed Consolidated Financial Statements.

NOTE B – FAIR VALUE MEASURES

The Company measures, at fair value, certain of its financial and non-financial assets and liabilities by using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price, based on the highest and best use of the asset or liability. The levels of the fair value hierarchy are:

•Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that are accessible at the measurement date.

•Level 2 inputs are from other than quoted market prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.

•Level 3 inputs are unobservable and are used to measure fair value in situations where there is little, if any, market activity for the asset or liability at the measurement date.

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USANA HEALTH SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share data)

(unaudited)

NOTE B – FAIR VALUE MEASURES - CONTINUED

As of September 28, 2024, and December 30, 2023, the following financial assets and liabilities were measured at fair value on a recurring basis using the type of inputs shown:


	September 28, 2024		Fair Value Measurements Using
			Inputs
			Level 1		Level 2		Level 3
Money market funds included in cash equivalents	$	294,702	$	294,702	$	—	$	—
Foreign currency contracts included in other current liabilities	(101)		—		(101)		—
Deferred compensation liabilities included in other long-term liabilities	(4,465)		—		(4,465)		—


	December 30, 2023		Fair Value Measurements Using
			Inputs
			Level 1		Level 2		Level 3
Money market funds included in cash equivalents	$	258,319	$	258,319	$	—	$	—
Foreign currency contracts included in other current liabilities	(62)		—		(62)		—
Deferred compensation liabilities included in other long-term liabilities	(3,137)		—		(3,137)		—

There were no transfers of financial assets or liabilities between levels of the fair value hierarchy for the periods indicated.

The majority of the Company’s non-financial assets, which include long-lived assets, are not required to be carried at fair value on a recurring basis. However, if an impairment charge is required, a non-financial asset would be written down to fair value. As of September 28, 2024 and December 30, 2023, none of the Company's non-financial assets were measured at fair value.

As of September 28, 2024 and December 30, 2023, the Company’s financial instruments include cash equivalents and restricted cash. The recorded values of cash equivalents and restricted cash approximate their fair values, based on their short-term nature.

NOTE C – INVENTORIES

Inventories consist of the following:


	September 28, 2024		December 30, 2023
Raw materials	$	22,225	$	19,848
Work in progress	3,709		4,707
Finished goods	38,050		36,899
Inventories	$	63,984	$	61,454
Noncurrent inventories	$	2,938	$	3,128

As of September 28, 2024, noncurrent inventories consisted of $2,246 of raw materials and $692 of finished goods inventory. As of December 30, 2023, noncurrent inventories consisted of $2,051 of raw materials and $1,077 of finished goods inventory. Noncurrent inventories are included in the “Other assets” line item on the Company’s Condensed Consolidated Balance Sheets. Noncurrent inventory is anticipated to be consumed beyond our normal operating cycle, but prior to obsolescence.

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USANA HEALTH SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share data)

(unaudited)

NOTE D – INVESTMENT IN EQUITY SECURITIES

As of September 28, 2024 and December 30, 2023, the carrying amount of equity securities without readily determinable fair values was $20,000 and is included in the “Other assets” line item on the Company’s Condensed Consolidated Balance Sheets.

During the three and nine months ended September 28, 2024, no observable price changes occurred and no adjustment to the carrying value of the securities was recorded. During the three months ended September 30, 2023, no observable price changes occurred. During the nine months ended September 30, 2023, the Company evaluated an observable price change related to equity securities without readily determinable fair values. No adjustment to the carrying value of the securities was necessary based on the observable price change. Additionally, no impairment of securities was recorded for the three and nine months ended September 28, 2024, and September 30, 2023.

NOTE E – REVENUE AND CONTRACT LIABILITIES

Revenue is recognized when, or as, control of a promised product or service transfers to a customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring those products or services. A majority of the Company’s sales are for products sold at a point in time and shipped to customers, for which control is transferred as goods are delivered to the third-party carrier for shipment. The Company receives payment, primarily via credit card, for the sale of products at the time customers place orders and payment is required prior to shipment. Contract liabilities, which are recorded within the “Other current liabilities” line item in the Condensed Consolidated Balance Sheets, primarily relate to deferred revenue for product sales for customer payments received in advance of shipment, for outstanding material rights under the initial order program, and for services where control is transferred over time as services are delivered.

Other revenue includes fees, which are paid by the customer at the beginning of the service period, for access to online customer service applications and annual account renewal fees for Associates, for which control is transferred over time as services are delivered and are recognized as revenue on a straight-line basis over the term of the respective contracts.

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USANA HEALTH SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share data)

(unaudited)

NOTE E – REVENUE AND CONTRACT LIABILITIES - CONTINUED

The following table presents Other revenue for the periods indicated:


	Three Months Ended				Nine Months Ended
	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
Other revenue	$	512	$	715	$	1,874	$	2,196

Disaggregation of revenue by geographic region and major product line is included in Segment Information in Note K.

The following table provides information about contract liabilities from contracts with customers, including significant changes in the contract liabilities balances during the period:


	September 28, 2024		December 30, 2023
Contract liabilities at beginning of period	$	13,910	$	20,875
Increase due to deferral of revenue at end of period	11,188		13,910
Decrease due to beginning contract liabilities recognized as revenue	(13,009)		(20,875)
Contract liabilities at end of period	$	12,089	$	13,910

NOTE F - INTANGIBLE ASSETS

The Company performed its annual goodwill impairment test during the third quarter of 2024. The Company performed a qualitative assessment of each reporting unit and determined that it was not more-likely-than-not that the fair value of any reporting unit was less than its carrying amount. As a result, no impairment of goodwill was recognized.

The Company also performed its annual indefinite-lived intangible asset impairment test during the third quarter of 2024. The Company performed a qualitative assessment of the indefinite-lived intangible asset and determined that it was not more-likely-than-not that the fair value of the indefinite-lived intangible asset was less than the carrying amount. As a result, no impairment of the indefinite-lived intangible asset was recognized.

NOTE G – LINE OF CREDIT

On August 25, 2020, the Company as borrower, and certain of its material subsidiaries as guarantors, entered into the Second Amended and Restated Credit Agreement (the “Credit Agreement”) with Bank of America, N.A. (“Bank of America”) as Administrative Agent, Swingline Lender and Letter of Credit Issuer, and the other lenders party thereto. On August 28, 2024, the Company entered into the Third Amendment to the Second Amended and Restated Credit Agreement ("Restated Credit Agreement"), which replaces the Bloomberg Short-Term Bank Yield Index rate with the Secured Overnight Financing Rate ("SOFR") and amends certain other defined terms.

The Credit Agreement provides for a revolving credit limit for loans to the Company up to $75,000 (the “Credit Facility”). In addition, at the option of the Company, and subject to certain conditions, the Company may request to increase the aggregate commitment under the Credit Facility up to an additional $200,000.

There was no outstanding debt balance on the Credit Facility as of September 28, 2024 and December 30, 2023. The obligations of the Company under the Credit Agreement are secured by the pledge of the capital stock of certain subsidiaries of the Company, pursuant to a Security and Pledge Agreement.

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USANA HEALTH SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share data)

(unaudited)

NOTE G – LINE OF CREDIT - CONTINUED

Interest on revolving borrowings under the Credit Facility is computed at SOFR, adjusted by features specified in the Credit Agreement. The covenants require the Company’s rolling four-quarter consolidated EBITDA (as defined in the Credit Agreement) to be $100,000 or greater and its ratio of consolidated funded debt to consolidated EBITDA to be equal to or less than 2.0 to 1.0 at the end of each quarter. The Credit Agreement does not include any restrictions on the payment of cash dividends or share repurchases by the Company. Consolidated EBITDA and consolidated funded debt are non-GAAP terms.

The Company will be required to pay any balance on this Credit Facility in full at the time of maturity in August 2025.

The Company maintains local lines of credit across different markets to secure sufficient working capital. As of September 28, 2024, there was no balance on the local lines of credit. As of December 30, 2023, the balance on the local lines of credit was $786.

NOTE H – CONTINGENCIES

The Company is involved in various lawsuits, claims, and other legal matters from time to time that arise in the ordinary course of conducting business, including matters involving its products, intellectual property, supplier relationships, distributors, competitor relationships, employees and other matters. The Company records a liability when a particular contingency is probable and estimable. The Company faces contingencies that are reasonably possible to occur; however, they cannot currently be estimated. While complete assurance cannot be given as to the outcome of these proceedings, management does not currently believe that any of these matters, individually or in the aggregate, will have a material adverse effect on the Company’s financial condition, liquidity or results of operations. It is reasonably possible that a change in the contingencies could result in a change in the amount recorded by the Company in the future.

NOTE I – DERIVATIVE FINANCIAL INSTRUMENTS

The Company’s risk management strategy includes the select use of derivative instruments to reduce the effects of volatility in foreign currency exchange exposure on operating results and cash flows. In accordance with the Company’s risk management policies, the Company does not hold or issue derivative instruments for trading or speculative purposes. The Company recognizes all derivative instruments as either assets or liabilities in the balance sheet at their respective fair values. When the Company becomes a party to a derivative instrument and intends to apply hedge accounting, the Company formally documents the hedge relationship and the risk management objective for undertaking the hedge, the nature of risk being hedged, and the hedged transaction, which includes designating the instrument for financial reporting purposes as a fair value hedge, a cash flow hedge, or a net investment hedge. The Company also documents how the hedging instrument’s effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method used to measure ineffectiveness.

The Company periodically uses derivative instruments to hedge the foreign currency exposure of its net investment in foreign subsidiaries into U.S. dollars. Initially, the Company records derivative assets on a gross basis in its Condensed Consolidated Balance Sheets. Subsequently the fair value of derivatives is measured for each reporting period. The effective portion of gains and losses attributable to these net investment hedges is recorded to foreign currency translation adjustment (“FCTA”) within accumulated other comprehensive income (loss) (“AOCI”) to offset the change in the carrying value of the net investment being hedged and will subsequently be reclassified to net earnings in the period in which the investment in the subsidiary is either sold or substantially liquidated.

During the nine months ended September 28, 2024 and September 30, 2023, the Company entered into and settled European options designated as net investment hedges with notional amounts of $77,345 and $81,343, respectively. For the nine months ended September 28, 2024 and September 30, 2023, the Company realized gains of $255 and $2,504, respectively, recorded to FCTA within AOCI. The Company assessed the hedge effectiveness under the forward rate method, determining the hedging instruments were highly effective.

As of September 28, 2024, there were no derivatives outstanding for which the Company has applied hedge accounting.

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USANA HEALTH SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share data)

(unaudited)

NOTE J – COMMON STOCK AND EARNINGS PER SHARE

Basic earnings per share (“EPS”) is based on the weighted-average number of shares outstanding for each period. Shares that have been repurchased and retired during the periods specified below have been included in the calculation of the number of weighted-average shares that are outstanding for the calculation of basic EPS based on the time they were outstanding in any period. Diluted EPS is based on shares that are outstanding (computed under basic EPS) and on potentially dilutive shares. Shares that are included in the diluted EPS calculations under the treasury stock method include equity awards that are in-the-money but have not yet been exercised.

The following is a reconciliation of the numerator and denominator used to calculate basic EPS and diluted EPS for the periods indicated:


	Three Months Ended				Nine Months Ended
	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
Net earnings available to common shareholders	$	10,607	$	11,347	$	37,576	$	47,022
Weighted average common shares outstanding - basic	19,078		19,245		19,108		19,283
Dilutive effect of in-the-money equity awards	5		127		73		93
Weighted average common shares outstanding - diluted	19,083		19,372		19,181		19,376
Earnings per common share from net earnings - basic	$	0.56	$	0.59	$	1.97	$	2.44
Earnings per common share from net earnings - diluted	$	0.56	$	0.59	$	1.96	$	2.43

Equity awards excluded as the impact was anti-dilutive	628		315		570		322

There were no shares repurchased during the three months ended September 28, 2024. During the three months ended September 30, 2023, the Company repurchased and retired 180 shares for $11,657, inclusive of accrued excise tax of $58. During the nine months ended September 28, 2024 and September 30, 2023, the Company repurchased and retired 194 and 180 shares for $9,483 and $11,657, inclusive of accrued excise tax of $39 and $58 respectively, under the Company's share repurchase plan.

The excess of the repurchase price over par value is allocated between additional paid-in capital and retained earnings on a pro-rata basis. The purchase of shares under this plan reduces the number of shares outstanding in the above calculations.

As of September 28, 2024, the remaining authorized repurchase amount under the stock repurchase plan was $61,703, inclusive of accrued excise tax. There is no expiration date on the remaining approved repurchase amount and no requirement for future share repurchases.

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USANA HEALTH SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share data)

(unaudited)

NOTE K – SEGMENT INFORMATION

The Company primarily operates as a global direct-selling nutrition, personal health and wellness company that develops and manufactures high quality, science-based nutritional, and personal care products.

The Company’s operating segments are identified according to how business activities are managed and evaluated by the chief operating decision maker (“CODM”), our CEO. The CODM manages the business, allocates resources, makes operating decisions, and evaluates performance for a geographic region or market based on net sales. The Company aggregates its direct-selling operating segments (“Direct-selling”) into one reportable segment, as management believes that the Company’s Direct-selling segments exhibit similar long-term financial performance and have similar economic characteristics. The CODM does not evaluate operating segments using asset information; accordingly, the Company does not report asset information by segment.

The Company has operating segments, resulting from acquisitions, that are not material to the Company’s net sales. These operating segments are included as a component of “All other” and are included for purposes of reconciliation of net sales to the Company's Condensed Consolidated Statements of Comprehensive Income.


	Three Months Ended				Nine Months Ended
	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
Net sales:
Direct-selling	$	198,467	$	211,932	$	635,823	$	695,607
All other	1,754		1,433		5,067		4,320
Consolidated total	$	200,221	$	213,365	$	640,890	$	699,927

No single Associate accounted for 10% or more of net sales for the periods presented. The table below summarizes the approximate percentage of total product revenue for our Direct-selling segment that has been contributed by the Company’s nutritionals, food, and personal care and skincare products for the periods indicated.


	Three Months Ended				Nine Months Ended
	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
USANA® Nutritionals	86	%	86	%	87	%	87	%
USANA Foods(1)	7	%	7	%	6	%	7	%
Personal care and Skincare	6	%	6	%	6	%	5	%
All other	1	%	1	%	1	%	1	%

(1)Includes the Company’s Active Nutrition line.

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USANA HEALTH SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share data)

(unaudited)

NOTE K – SEGMENT INFORMATION - CONTINUED

Selected Financial Information

Financial information, presented by geographic region is listed below:


	Three Months Ended				Nine Months Ended
	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
Net sales to external customers
Asia Pacific
Greater China	$	102,261	$	106,609	$	345,389	$	359,178
Southeast Asia Pacific	37,267		39,151		108,734		124,774
North Asia	20,541		24,244		61,672		79,381
Asia Pacific total	160,069		170,004		515,795		563,333
Americas and Europe	40,152		43,361		125,095		136,594
Consolidated total	$	200,221	$	213,365	$	640,890	$	699,927

The following table provides further information on markets representing ten percent or more of consolidated net sales and long-lived assets, respectively:


	Three Months Ended				Nine Months Ended
	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
Net sales:
China	$	91,278	$	94,674	$	312,147	$	322,589
United States	21,463		22,981		65,267		72,647
South Korea	20,077		23,745		60,339		77,537


	As of
	September 28, 2024		December 30, 2023
Long-lived assets:
United States	$	91,491	$	93,181
China	75,388		77,767

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide an understanding of USANA’s financial condition, results of operations and cash flows by reviewing certain key indicators and measures of performance.

The MD&A is presented in six sections as follows:

•Overview

•Products

•Customers

•Non-GAAP Financial Measures

•Results of Operations

•Liquidity and Capital Resources

This discussion and analysis from management's perspective should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements and Notes thereto that are contained in this quarterly report, as well as Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 30, 2023 (“2023 Form 10-K”), filed with the SEC on February 27, 2024, and our other filings, including the Current Reports on Form 8-K, that have been filed with the SEC through the date of this report. Forward-looking statements in Part I, Item 2 may involve risks and uncertainties that could cause results to differ materially from those projected (refer to the section entitled “Cautionary Note Regarding Forward-Looking Statements and Certain Risks” on page 1 and the risk factors provided in Part II, Item 1A for discussion of these risks and uncertainties).

Overview

We develop and manufacture high quality, science-based nutritional and personal care and skincare products that are distributed internationally primarily through direct selling. We use this distribution method because we believe it is more conducive to meeting our vision as a company, which is to improve the overall health and nutrition of individuals and families around the world. Our customer base is primarily comprised of two types of customers: “Associates” and “Preferred Customers,” referred to together as “active Customers.” Our Associates also sell our products to retail customers. Associates share in our company vision by acting as independent distributors of our products in addition to purchasing our products for their personal use. In 2023, we launched our Affiliate program in the United States, Canada, and Mexico and are evaluating introducing the program in other markets. This program offers another sales and compensation opportunity to individuals who are interested in selling USANA products. Affiliates are discussed and reported in the report as part of our Associates. Preferred Customers purchase our products strictly for personal use and are not permitted to resell or to distribute the products. We only count as active Customers those Associates and Preferred Customers who have purchased from us at any time during the most recent three-month period. As of September 28, 2024, we had approximately 452,000 active Customers worldwide.

We have operations in multiple markets, with sales and expenses being generated and incurred in multiple currencies. Our reported U.S. dollar sales and earnings can be significantly affected by fluctuations in currency exchange rates. In general, our operating results are affected positively by a weakening of the U.S. dollar and negatively by a strengthening of the U.S. dollar. During the nine months ended September 28, 2024, net sales outside of the United States represented 89.8% of consolidated net sales. In our net sales discussions that follow, we approximate the impact of currency fluctuations on net sales by translating current year sales at the average exchange rates in effect during the comparable periods of the prior year.

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Products

The following table summarizes the approximate percentage of total product revenue for our Direct-selling segment that has been contributed by our major product lines and our top-selling products for the current and prior-year periods as indicated:


	Nine Months Ended
	September 28, 2024	September 30, 2023
Product Line
USANA® Nutritionals
Optimizers	71%	71%
Essentials/CellSentials(1)	16%	16%
USANA Foods(2)	6%	7%
Personal care and Skincare	6%	5%
All other	1%	1%
Key Product
USANA® Essentials/CellSentials	10%	10%
Proflavanol®	9%	10%
Probiotic	8%	10%

(1)Represents a product line consisting of multiple products, as opposed to the actual USANA® Essentials / CellSentials product.

(2)Includes our Active Nutrition line.

Customers

Because we sell our products to a customer base of independent Associates and Preferred Customers, we increase our sales by increasing the number of our active Customers, the amount they spend on average, or both. Our primary focus continues to be increasing the number of active Customers. We believe this focus is consistent with our vision of improving the overall health and nutrition of individuals and families around the world. Sales to Associates accounted for approximately 52% of Direct-selling segment sales during the nine months ended September 28, 2024, with the remainder of our sales generated from Preferred Customers. Increases or decreases in product sales are typically the result of variations in the volume of product sold relating to fluctuations in the number of active Customers purchasing our products. The number of active Associates and Preferred Customers is, therefore, used by management as a key non-financial indicator to evaluate our operational performance.

The table below summarizes the changes in our active Customer base by geographic region, rounded to the nearest thousand as of the dates indicated:


	Total Active Customers by Region						Change from Prior Year	Percent Change
	As of September 28, 2024			As of September 30, 2023
Asia Pacific:
Greater China	243,000	53.7	%	230,000	49.6	%	13,000	5.7	%
Southeast Asia Pacific	76,000	16.8	%	83,000	17.9	%	(7,000)	(8.4	%)
North Asia	41,000	9.1	%	49,000	10.5	%	(8,000)	(16.3	%)
Asia Pacific total	360,000	79.6	%	362,000	78.0	%	(2,000)	(0.6	%)
Americas and Europe	92,000	20.4	%	102,000	22.0	%	(10,000)	(9.8	%)
	452,000	100.0	%	464,000	100.0	%	(12,000)	(2.6	%)

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Non-GAAP Financial Measures

We believe that presentation of certain non-GAAP financial information is meaningful and useful in understanding the activities and business metrics of our operations. Management believes these measures reflect an additional way of viewing aspects of our business that, when viewed with our U.S. GAAP results, provide a more complete understanding of factors and trends affecting our business. This non-GAAP financial information may be determined or calculated differently by other companies, limiting the usefulness of those measures for comparative purposes. We provide such non-GAAP financial information for informational purposes only. Readers should consider the information in addition but not instead of or superior to, our Consolidated Financial Statements prepared in accordance with U.S. GAAP, accompanying this report.

In analyzing business trends and performance, management uses “constant currency” net sales, “local currency” net sales, and other currency-related financial information terms to discuss our financial results in a way we believe is helpful in understanding the impact of fluctuations in foreign-currency exchange rates and facilitating period-to-period comparisons of results of operations and providing investors an additional perspective on trends and underlying business results. Changes in our reported revenue and profits in this report include the impacts of changes in foreign currency exchange rates. As additional information to the reader, we provide constant currency assessments in the tables and the narrative information in this MD&A to remove or quantify the impact of the fluctuation in foreign exchange rates and utilize constant currency results in our analysis of performance. Our constant currency financial results are calculated by translating the current period’s financial results at the same average exchange rates in effect during the applicable prior-year period and then comparing this amount to the prior-year period’s financial results.

Results of Operations

Summary of Financial Results

Net sales for the third quarter of 2024 decreased 6.2% to $200.2 million, a decrease of $13.1 million, compared with the prior-year quarter. The decrease in net sales was primarily the result of a decrease in active Customers and a decrease in average spend per Customer, due to a challenging economic environment in many of our key markets, which had varying degrees of impact on attracting new customers. This was partially offset by modest price increases compared to the prior-year quarter. While we've experienced an unfavorable impact from changes in currency exchange rates over the past several quarters, the impact was minimal on the current quarter.

Net earnings for the third quarter of 2024 were $10.6 million, a decrease of 6.5% compared with $11.3 million during the prior-year quarter. The decrease in net earnings was the result of decreased sales and higher relative operating expenses, partially offset by a decrease in effective tax rate during the quarter.

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Three Months Ended September 28, 2024 and September 30, 2023

Net Sales

The following table summarizes the changes in net sales by geographic region for the fiscal quarters ended as of the dates indicated:


	Net Sales by Region (in thousands)								Change from prior year		Percent change		Currency impact on sales		Percent change excluding currency impact
	Three Months Ended
	September 28, 2024				September 30, 2023
Asia Pacific
Greater China	$	102,261	51.1	%	$	106,609	50.0	%	$	(4,348)	(4.1	%)	$	865	(4.9	%)
Southeast Asia Pacific	37,267		18.6	%	39,151		18.3	%	(1,884)		(4.8	%)	561		(6.2	%)
North Asia	20,541		10.2	%	24,244		11.4	%	(3,703)		(15.3	%)	(721)		(12.3	%)
Asia Pacific total	160,069		79.9	%	170,004		79.7	%	(9,935)		(5.8	%)	705		(6.3	%)
Americas and Europe	40,152		20.1	%	43,361		20.3	%	(3,209)		(7.4	%)	(727)		(5.7	%)
	$	200,221	100.0	%	$	213,365	100.0	%	$	(13,144)	(6.2	%)	$	(22)	(6.2	%)

Asia Pacific: The constant currency decline in this region was primarily the result of lower sales per active Customer and lower active Customer counts, partially offset by modest price increases throughout the region. This decline was primarily concentrated in China, South Korea and Singapore. A local currency net sales decline of 4.7% in China was due to a decrease of 10.6% in average spend per customer, largely due to the challenging economic environment within China, partially offset by a 6.6% increase in active Customers. A local currency net sales decline of 12.5% in South Korea was primarily due to a 16.7% decrease in active Customers partially offset by a 5.0% increase in average spend per customer. A local currency net sales decline of 22.2% in Singapore was primarily due to an 11.1% decrease in active Customers and a 12.6% decrease in average spend per customer.

Americas and Europe: The decrease in this region was primarily the result of lower active Customer counts and lower average spend per customer, partially offset by modest price increases. The decrease in constant currency net sales is largely the result of a sales decline in the United States, which had a net sales decline of 8.5% due to a 9.3% decrease in active Customers partially offset by a 0.8% increase in average spend per customer, and Canada, which had a net sales decline of 4.2% due to a 6.3% decrease in active Customers partially offset by a 2.4% increase in average spend per customer.

Gross Profit

Gross profit increased 30 basis points to 80.4% of net sales, up from 80.1% in the prior-year quarter. The increase can primarily be attributed to lower material costs in China, favorable changes in market mix, price increases, and lower freight expense, which was partially offset by unfavorable changes in currency exchange rates.

Associate Incentives

Associate incentives decreased 10 basis points to 42.0% of net sales, down from 42.1% in the prior-year quarter. The relative decrease can primarily be attributed to benefits from price increases and a favorable shift in market sales mix.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased 90 basis points relative to net sales and decreased $2.0 million in absolute terms. The relative increase is largely due to a loss of leverage on lower year-over-year net sales. The lower expense in absolute terms can be primarily attributed to a decrease in spending for employee related costs, legal costs and meeting and events.

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Income Taxes

Income taxes decreased to 43.0% of pre-tax earnings from the 44.7% reported in the comparable period of 2023 or 37.7% for fiscal 2023. The higher effective tax rate in 2023 can be attributed to an increase in the year-to-date effective tax rate estimate due to an unfavorable change in the mix of taxable income by market. There was no effective tax rate increase in the third quarter of 2024.

Diluted Earnings per Share

Diluted EPS decreased 5.1% to $0.56 as compared to $0.59 reported in the prior-year quarter. This decrease can be attributed to lower net earnings.

Nine Months Ended September 28, 2024 and September 30, 2023

Net Sales

The following table summarizes the changes in net sales by geographic region for the nine months ended as of the dates indicated:


	Net Sales by Region (in thousands)								Change from prior year		Percent change		Currency impact on sales		Percent change excluding currency impact
	Nine Months Ended
	September 28, 2024				September 30, 2023
Asia Pacific
Greater China	$	345,389	53.9	%	$	359,178	51.3	%	$	(13,789)	(3.8	%)	$	(7,616)	(1.7	%)
Southeast Asia Pacific	108,734		17.0	%	124,774		17.8	%	(16,040)		(12.9	%)	(2,155)		(11.1	%)
North Asia	61,672		9.6	%	79,381		11.4	%	(17,709)		(22.3	%)	(2,578)		(19.1	%)
Asia Pacific total	515,795		80.5	%	563,333		80.5	%	(47,538)		(8.4	%)	(12,349)		(6.2	%)
Americas and Europe	125,095		19.5	%	136,594		19.5	%	(11,499)		(8.4	%)	(186)		(8.3	%)
	$	640,890	100.0	%	$	699,927	100.0	%	$	(59,037)	(8.4	%)	$	(12,535)	(6.6	%)

Asia Pacific: The constant currency decline in this region was primarily the result of a sales decline in North Asia and Southeast Asia Pacific. The decrease in constant currency net sales in North Asia was primarily concentrated in South Korea, which had a local currency sales decline of 18.9%. The decrease in local currency net sales in South Korea was primarily due to a 16.8% decrease in active Customers and a 2.5% decrease in average spend per customer. There were local currency declines in nearly all markets in the Southeast Asia Pacific sub-region, most notably in the Philippines, Singapore, and Malaysia which had local currency net sales declines of 22.1%, 14.9%, and 7.4%, respectively. The decrease in local currency net sales in the Philippines was primarily the result of a 17.9% decrease in active Customers and a 5.1% decrease in average spend per customer. The decrease in local currency net sales in Singapore was primarily due to a 13.8% decrease in active Customers and a 1.0% decrease in average spend per customer. The decrease in local currency net sales in Malaysia was primarily due to a 13.1% decrease in active Customers, partially offset by a 6.9% increase in average spend per customer.

Americas and Europe: There were local currency sales declines in most of the markets in this region. The decrease in constant currency net sales was primarily concentrated in the United States and Canada, which had local currency net sales declines of 11.9%, and 8.4%, respectively. The decrease in net sales in the United States was primarily due to a 6.9% decrease in active Customers and a 5.4% decrease in average spend per customer. The decrease in net sales in Canada was primarily due to a 4.0% decrease in active Customers and a 4.3% decrease in average spend per customer.

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Gross Profit

Gross profit increased 10 basis points to 80.9% of net sales, up from 80.8% for the nine months ended September 30, 2023. The increase in gross profit margin can be attributed to favorable changes in market and product sales mix, decreased scrap charges, price increases, and lower freight expense, partially offset by unfavorable changes in currency exchange rates and loss of leverage on lower sales.

Associate Incentives

Associate incentives decreased 40 basis points to 42.2% of net sales, down from 42.6% for the nine months ended September 30, 2023. The relative decrease can primarily be attributed to benefits from price increases and decreased spending on promotional incentives. These improvements were partially offset by an unfavorable shift in market sales mix.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased 120 basis points relative to net sales and decreased $8.4 million in absolute terms. The relative increase can be attributed to leverage lost on lower net sales. The lower expense in absolute terms can be primarily attributed to a decrease in spending for employee related costs, meetings and events, advertising, legal and other professional services.

Income Taxes

Income taxes increased to 43.0% of pre-tax earnings, up from 38.0% of pre-tax earnings for the nine months ended September 30, 2023. The higher effective tax rate can be attributed to: i) China’s increased relative share of taxable income, ii) a concentration of infrastructure costs in our corporate headquarters, and iii) generally softer operating performance, including the impact of unfavorable exchange rates in our other markets around the world.

Diluted Earnings per Share

Diluted EPS decreased 19.3% to $1.96 as compared to $2.43 reported for the nine months ended September 30, 2023. This decrease can be attributed to lower net earnings.

Liquidity and Capital Resources

We have historically met our working capital and capital expenditure requirements by using net cash flow from operations and by drawing on our line of credit. Our principal source of liquidity is our operating cash flow. Although we are required to maintain cash deposits with banks in certain of our markets, there are currently no material restrictions on our ability to transfer and remit funds among our international markets. In China, however, our compliance with Chinese accounting and tax regulations promulgated by the State Administration of Foreign Exchange (“SAFE”) results in transfer and remittance of our profits and dividends from China to the United States on a delayed basis. If SAFE or other Chinese regulators introduce new regulations or change existing regulations which allow foreign investors to remit profits and dividends earned in China to other countries, our ability to remit profits or pay dividends from China to the United States may be limited in the future.

Cash and Cash Equivalents

Cash and cash equivalents increased to $364.9 million as of September 28, 2024, from $330.4 million as of December 30, 2023. Cash flow provided by operating activities was $55.2 million partially offset by cash used in financing activities of $13.4 million, and cash used in investing activities of $8.0 million. Additionally, favorable changes in currency exchange rates have impacted cash and cash equivalents, and restricted cash by $0.6 million.

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The table below presents concentrations of cash and cash equivalents by market for the periods indicated:


	Cash and cash equivalents (in millions)
	As of September 28, 2024		As of December 30, 2023
United States	$	229.7	$	169.9
China	90.9		111.0
All other markets	44.3		49.5
Total cash and cash equivalents	$	364.9	$	330.4

During the nine months ended September 28, 2024, our China subsidiary remitted profits through an annual dividend of $75.8 million to the United States, inclusive of net proceeds from a dividend hedge and net of applicable taxes.

Cash Flows Provided by Operations

As discussed above, our principal source of liquidity comes from our net cash flow from operations.

Net cash flow provided by operating activities was $55.2 million for the first nine months of 2024. Net earnings combined with adjustments of non-cash items contributed positively to our net cash flow provided by operating activities, partially offset by cash used to pay accounts payable, accrued associate incentives, and the 2023 annual employee bonus and the purchase of inventories.

Net cash flow provided by operating activities was $44.6 million for the first nine months of 2023. Net earnings combined with adjustments of non-cash items contributed positively to our net cash flow provided by operating activities, partially offset by cash used to pay accrued associate incentives and the 2022 annual employee bonus.

Line of Credit

Information with respect to our line of credit may be found in Not e G to the Condensed Consolidated Financial Statements included in Item 1 of Part I of this report.

Share Repurchase

Information with respect to share repurchases may be found in Note J to the Condensed Consolidated Financial Statements included in Item 1 of Part I of this report.

Summary

We believe our current cash balances, future cash provided by operations, and amounts available under our line of credit will be sufficient to cover our operating and capital needs in the ordinary course of business for the foreseeable future. If we experience an adverse operating environment or unanticipated and unusual capital expenditure requirements, additional financing may be required. No assurance can be given, however, that additional financing, if required, would be available to us at all or on favorable terms. We might also require or seek additional financing for the purpose of expanding into new markets, growing our existing markets, mergers and acquisitions, share repurchase, or for other reasons. Such financing may include the use of debt or the sale of additional equity securities. Any financing which involves the sale of equity securities or instruments that are convertible into equity securities could result in immediate and possibly significant dilution to our existing shareholders.

Critical Accounting Policies

There were no changes during the quarter to our critical accounting policies as disclosed in our 2023 Form 10-K. Our significant accounting policies are disclosed in Note A to our Consolidated Financial Statements filed with our 2023 Form 10-K.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

We have no material changes to the disclosures on this matter made in our 2023 Form 10-K. For a discussion of our exposure to market risk, refer to our market risk disclosures set forth in the section entitled “Quantitative and Qualitative Disclosures About Market Risk” in the 2023 Form 10-K.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information that is required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods that are specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer), as appropriate, to allow timely decisions regarding any required disclosure. In designing and evaluating these disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

As of the end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a- 15(e) under the Exchange Act). Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as a result of material weaknesses in internal control over financial reporting related to information technology general controls (ITGCs) as described in Part II, Item 9A of our Form 10-K for the fiscal year ended December 30, 2023 (the “2023 Form 10-K”), the disclosure controls and procedures were not effective as of September 28, 2024.

Changes in Internal Control Over Financial Reporting

Other than with respect to the remediation efforts addressed below, there were no changes in our internal control over financial reporting during the three months ended September 28, 2024, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Remediation Efforts to Address Material Weaknesses

As previously disclosed in Part II, Item 9A of the 2023 Form 10-K, we are implementing measures designed to ensure that the control deficiencies contributing to the material weaknesses are remediated, such that the relevant controls are designed, implemented, and operating effectively. The remediation actions are ongoing and include:

•Enhancing our IT organization that is responsible for the development, monitoring, and testing of the ITGCs to ensure sufficiency of resources with the appropriate knowledge, experience, and training; and

•Developing a training program addressing ITGCs and related policies, to educate control owners on the principles and requirements of internal control activities, including maintaining adequate evidence of the controls’ operation, and ensuring timely and consistent performance of the controls as designed.

We are executing our remediation plan to address each control deficiency, including advising with a third-party consultant with expertise in ITGCs to assist with risk assessment and control design, educating and training ITGC control owners, advising on relevant IT policies, and providing guidance with regard to sufficient control documentation to support the controls’ operation. Additionally, we have reviewed and updated IT policies, analyzed current processes and control documentation, and established the appropriate level of responsibility and ownership of ITGCs. We will continue our efforts to ensure that the control deficiencies contributing to the material weaknesses are remediated. The material weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We expect that the remediation of these material weaknesses will be completed prior to the end of fiscal year 2024.

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PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

We are a party to litigation and other proceedings that arise in the ordinary course of conducting business, including matters involving our products, intellectual property, supplier relationships, distributors, competitor relationships, employees, and other matters.

Information with respect to our legal proceedings may be found in Note H to the Condensed Consolidated Financial Statements included in Item 1 Part I of this report.

Item 1A. RISK FACTORS

Our business, results of operations, and financial condition are subject to various risks. Our material risk factors are disclosed in Part I, Item 1A of our 2023 Form 10-K. The risk factors identified in our 2023 Form 10-K have not changed in any material respect.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Our share repurchase plan has been ongoing since the fourth quarter of 2000, with the Board of Directors periodically approving additional dollar amounts for share repurchases under the plan. At September 28, 2024, the authorized amount available for repurchases under the plan was $61.7 million.

Repurchases are made from time to time at management’s discretion in accordance with applicable federal securities laws. Repurchases may occur through open market purchases, pursuant to a Rule 10b5-1 trading plan, or in other transactions as permitted by the rules of the SEC. There is no requirement for future share repurchases, and there is no expiration date of the repurchase plan.

Item 5. OTHER INFORMATION

During the three months ended September 28, 2024, none of our directors or officers informed us of the adoption, modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.

Item 6. Exhibits

Exhibits marked with an asterisk (*) are filed herewith.


Exhibit Number						Description
10.23						*Third Amendment to Second Amended and Restated Credit Agreement, dated as of August 28, 2024
31.1						*Certification of Principal Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002
31.2						*Certification of Principal Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002
32.1						*Certification of Principal Executive Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
32.2						*Certification of Principal Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
101.INS						Inline XBRL Instance Document
101.SCH						Inline XBRL Taxonomy Extension Schema Document
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data file (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Date: November 5, 2024			USANA HEALTH SCIENCES, INC.

			/s/ G. Douglas Hekking
			G. Douglas Hekking
			Chief Financial Officer (Principal Financial Officer)