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Table of Contents

 

 

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 March 28, 2020

or

¨  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) (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 ¨

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 ¨

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 ¨

Non-accelerated filer ¨

Smaller reporting company ¨

Emerging growth company ¨

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.  ¨

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of May 1, 2020, 21,014,330 shares of common stock, $.001 par value, of the registrant were outstanding.


Table of Contents

 

USANA HEALTH SCIENCES, INC.

FORM 10-Q

For the Quarterly Period Ended March 28, 2020

TABLE OF CONTENTS

Page

Cautionary Note Regarding Forward-Looking Statements and Certain Risks

1

PART I. FINANCIAL INFORMATION

Item 1

Financial Statements (unaudited)

2

Condensed Consolidated Balance Sheets

2

Condensed Consolidated Statements of Comprehensive Income

3

Condensed Consolidated Statements of Stockholders’ Equity

4

Condensed Consolidated Statements of Cash Flows

5

Notes to Condensed Consolidated Financial Statements

6 - 12

Item 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

13 - 19

Item 3

Quantitative and Qualitative Disclosures About Market Risk

19

Item 4

Controls and Procedures

19

PART II. OTHER INFORMATION

Item 1

Legal Proceedings

20

Item 1A

Risk Factors

20

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

21

Item 3

Defaults Upon Senior Securities

21

Item 4

Mine Safety Disclosures

21

Item 5

Other Information

21

Item 6

Exhibits

21

Signatures

23

 



Table of Contents

 

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 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.

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. 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 include, among others, 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, particularly in the United States and China;

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, and (iv) changes in the Chinese economy, marketplace or consumer environment;

Unanticipated effects of changes to our Compensation Plan;

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;

Uncertainty related to the magnitude, scope and duration of the impact of the novel strain coronavirus COVID-19 pandemic (“COVID-19” or the “COVID-19 pandemic”) to our business, operations and financial results, including, for example, additional regulatory measures or voluntary actions that may be put in place to limit the spread of COVID-19 in the markets where we operate, such as restrictions on business operations, shelter at home, or social distancing requirements;

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 to 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;

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

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, and;

The outcome of the internal investigation into our China operations.

 

1


Table of Contents

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

As of

March 28,

December 28,

2020

2019

ASSETS

Current assets

Cash and cash equivalents

$

194,098

$

234,830

Inventories

60,568

68,905

Prepaid expenses and other current assets

32,097

25,544

Total current assets

286,763

329,279

Property and equipment, net

97,246

95,233

Goodwill

16,493

16,636

Intangible assets, net

29,071

29,840

Deferred tax assets

2,756

3,090

Other assets

41,421

42,856

$

473,750

$

516,934

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities

Accounts payable

$

11,824

$

12,525

Other current liabilities

112,680

123,573

Total current liabilities

124,504

136,098

Deferred tax liabilities

13,730

10,282

Other long-term liabilities

17,908

18,842

Stockholders' equity

Common stock, $0.001 par value; Authorized -- 50,000 shares,

issued and outstanding 20,995 as of March 28, 2020

and 21,655 as of December 28, 2019

21

22

Additional paid-in capital

52,004

59,445

Retained earnings

284,682

306,146

Accumulated other comprehensive income (loss)

(19,099)

(13,901)

Total stockholders' equity

317,608

351,712

$

473,750

$

516,934

The accompanying notes are an integral part of these statements.


2


Table of Contents

USANA HEALTH SCIENCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands, except per share data)

(unaudited)

Quarter Ended

March 28,

March 30,

2020

2019

Net sales

$

266,619

$

272,990

Cost of sales

46,059

45,901

Gross profit

220,560

227,089

Operating expenses:

Associate incentives

116,069

122,530

Selling, general and administrative

65,479

69,555

Total operating expenses

181,548

192,085

Earnings from operations

39,012

35,004

Other income (expense):

Interest income

984

1,484

Interest expense

(21)

(12)

Other, net

(812)

(182)

Other income (expense), net

151

1,290

Earnings before income taxes

39,163

36,294

Income taxes

12,611

12,122

Net earnings

$

26,552

$

24,172

Earnings per common share

Basic

$

1.24

$

1.03

Diluted

$

1.23

$

1.01

Weighted average common shares outstanding

Basic

21,497

23,484

Diluted

21,551

23,927

Comprehensive income:

Net earnings

$

26,552

$

24,172

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustment

(6,237)

4,774

Tax benefit (expense) related to foreign currency

translation adjustment

1,039

(1,294)

Other comprehensive income (loss), net of tax

(5,198)

3,480

Comprehensive income

$

21,354

$

27,652

The accompanying notes are an integral part of these statements.


3


Table of Contents

USANA HEALTH SCIENCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(in thousands)

(unaudited)

For the three months ended March 30, 2019

Accumulated

Additional

Other

Common Stock

Paid-in

Retained

Comprehensive

Shares

Value

Capital

Earnings

Income (Loss)

Total

Balance at December 29, 2018

23,567

$

24

$

72,008

$

329,501

$

(10,387)

$

391,146

Net earnings

24,172

24,172

Other comprehensive income (loss), net of tax

3,480

3,480

Equity-based compensation expense

3,832

3,832

Common stock repurchased and retired

(284)

(1)

(5,327)

(24,672)

(30,000)

Common stock issued under equity award plans

52

Tax withholding for net-share settled equity awards

(1,413)

(1,413)

Balance at March 30, 2019

23,335

$

23

$

69,100

$

329,001

$

(6,907)

$

391,217

For the three months ended March 28, 2020

Accumulated

Additional

Other

Common Stock

Paid-in

Retained

Comprehensive

Shares

Value

Capital

Earnings

Income (Loss)

Total

Balance at December 28, 2019

21,655

$

22

$

59,445

$

306,146

$

(13,901)

$

351,712

Net earnings

26,552

26,552

Other comprehensive income (loss), net of tax

(5,198)

(5,198)

Equity-based compensation expense

3,394

3,394

Common stock repurchased and retired

(785)

(1)

(9,012)

(48,016)

(57,029)

Common stock issued under equity award plans

125

Tax withholding for net-share settled equity awards

(1,823)

(1,823)

Balance at March 28, 2020

20,995

$

21

$

52,004

$

284,682

$

(19,099)

$

317,608

The accompanying notes are an integral part of these statements.


4


Table of Contents

USANA HEALTH SCIENCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

Three Months Ended

March 28,

March 30,

2020

2019

Cash flows from operating activities

Net earnings

$

26,552 

$

24,172 

Adjustments to reconcile net earnings to net cash provided by (used in) operating activities

Depreciation and amortization

3,494

3,866 

Right-of-use asset amortization

2,255

2,023 

(Gain) loss on sale of property and equipment

23 

Equity-based compensation expense

3,394 

3,832 

Deferred income taxes

4,611 

3,048 

Changes in operating assets and liabilities:

Inventories

5,153 

(3,630)

Prepaid expenses and other assets

(4,262)

1,480 

Accounts payable

(174)

1,750 

Other liabilities

(10,237)

(31,043)

Net cash provided by (used in) operating activities

30,786 

5,521 

Cash flows from investing activities

Receipts on notes receivable

85 

55 

Payments for net investment hedge

(1,089)

(1,660)

Maturities of investment securities held-to-maturity

36,685 

Proceeds from sale of property and equipment

6 

Purchases of property and equipment

(7,266)

(2,577)

Net cash provided by (used in) investing activities

(8,270)

32,509 

Cash flows from financing activities

Repurchase of common stock

(57,029)

(30,000)

Borrowings on line of credit

5,000 

Payments on line of credit

(5,000)

Payments related to tax withholding for net-share settled equity awards

(1,823)

(1,413)

Net cash provided by (used in) financing activities

(58,852)

(31,413)

Effect of exchange rate changes on cash, cash equivalents, and restricted cash

(4,436)

4,170 

Net increase (decrease) in cash, cash equivalents, and restricted cash

(40,772)

10,787 

Cash, cash equivalents, and restricted cash at beginning of period

237,688 

217,234 

Cash, cash equivalents, and restricted cash at end of period

$

196,916 

$

228,021 

Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets

Cash and cash equivalents

$

194,098 

$

225,041 

Restricted cash included in other assets

2,818 

2,980 

Total cash, cash equivalents, and restricted cash

$

196,916 

$

228,021 

Supplemental disclosures of cash flow information

Cash paid during the period for:

Interest

$

2 

$

5 

Income taxes

9,694 

10,163 

Cash received during the period for:

Income tax refund

5,095 

Non-cash investing and financing activities:

Right-of-use assets obtained in exchange for lease obligations

1,914

20,286 

Accrued purchases of property and equipment

608 

251 

The accompanying notes are an integral part of these statements.

5


Table of Contents

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. develops and manufactures high-quality, science-based nutritional and personal care products that are sold internationally through a network marketing system, which is a form of direct selling. The Condensed Consolidated Financial Statements (the “Financial Statements”) include the accounts and operations of USANA Health Sciences, Inc. and its wholly-owned subsidiaries (collectively, the “Company” or “USANA”) 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. All intercompany accounts and transactions have been eliminated in consolidation. The countries included in these regions and sub-regions are as follows:

(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 and Indonesia.

(iii)North Asia – Japan and South Korea.

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

The condensed consolidated balance sheet as of December 28, 2019, 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 footnote 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 March 28, 2020 and results of operations for the three months ended March 28, 2020 and March 30, 2019.

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 28, 2019. The results of operations for the three months ended March 28, 2020, are not necessarily indicative of the results that may be expected for the fiscal year ending January 2, 2021.

The Company considered the current and expected future economic and market conditions surrounding the global pandemic involving the novel strain of coronavirus known as COVID-19 to assess whether a triggering event had occurred that would result in a potential impairment of goodwill, indefinite-lived intangible assets, and long-lived assets. Based on this assessment, the Company concluded that a triggering event has not occurred which would require further impairment testing to be performed. The Company’s operations were not materially affected by COVID-19 for the three months ended March 28, 2020. While the Company did not incur significant disruptions to its operations during the first quarter of 2020 from COVID-19, it is unable at this time to predict the impact that COVID-19 will have on its business, financial position and operating results in future periods due to numerous uncertainties and is closely monitoring the impact of the pandemic on all aspects of its business.


6


Table of Contents

USANA HEALTH SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands, except per share data)

(unaudited)

 

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

Recent Accounting Pronouncements

Adopted accounting pronouncements

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement.” ASU 2018-13 modifies the disclosure requirements for fair value measurements. The modifications removed the following disclosure requirements: (i) the amount of, and reasons for, transfers between Level 1 and Level 2 of the fair value hierarchy; (ii) the policy for timing of transfers between levels; and (iii) the valuation processes for Level 3 fair value measurements. This ASU added the following disclosure requirements: (i) the changes in unrealized gains and losses for the period included in other comprehensive income (“OCI”) for recurring Level 3 fair value measurements held at the end of the reporting period; and (ii) the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses,the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The Company adopted ASU 2018-13 during the quarter ended March 28, 2020 and the adoption of the standard did not have an impact on its condensed consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, “Intangibles - Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The capitalized implementation costs of a hosting arrangement that is a service contract will be expensed over the term of the hosting arrangement. For public business entities, the amendments in this ASU are effective for annual and interim periods beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period. The amendments can be applied either retrospectively or prospectively to all implementation costs incurred after the adoption date. The Company adopted ASU 2018-15 during the quarter ended March 28, 2020 and the adoption of the standard did not have an impact on its condensed consolidated financial statements.

No other new accounting pronouncement issued or effective during the quarter had, or is 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 (Continued)

(in thousands, except per share data)

(unaudited)

 

NOTE B – FAIR VALUE MEASURES - CONTINUED

As of the dates indicated, the following financial assets and liabilities were measured at fair value on a recurring basis using the type of inputs shown: