| Business Combination, Recognized Asset Acquired and Liability Assumed |
The following table summarizes the consideration transferred to acquire the 78.85% controlling ownership interest in Hiya and the estimated fair value of the assets acquired, liabilities assumed, and noncontrolling interest at the acquisition date, including measurement period adjustments for the working capital adjustment finalized during the three months ended June 28, 2025:
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Amounts Recognized as of the Acquisition Date |
|
Measurement Period Adjustments |
|
Amount Recognized as of Acquisition Date (as Adjusted) |
| Fair value of consideration transferred |
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|
|
|
|
| Cash consideration |
$ |
206,161 |
|
|
$ |
(87) |
|
|
$ |
206,074 |
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|
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|
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| Recognized amounts of identifiable assets acquired and liabilities assumed |
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|
|
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| Cash and cash equivalents |
$ |
3,603 |
|
|
$ |
— |
|
|
$ |
3,603 |
|
| Inventories |
11,050 |
|
|
— |
|
|
11,050 |
|
| Other current assets |
1,753 |
|
|
— |
|
|
1,753 |
|
| Intangibles |
124,200 |
|
|
— |
|
|
124,200 |
|
| Operating lease right-of-use assets |
383 |
|
|
— |
|
|
383 |
|
Property and equipment |
247 |
|
|
— |
|
|
247 |
|
Other long-term assets |
31 |
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|
|
|
31 |
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| Total assets acquired |
$ |
141,267 |
|
|
$ |
— |
|
|
$ |
141,267 |
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|
|
|
|
|
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| Accounts payable |
(3,313) |
|
|
— |
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|
(3,313) |
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| Other current liabilities |
(4,566) |
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|
— |
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|
(4,566) |
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| Operating lease liabilities |
(408) |
|
|
— |
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|
(408) |
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| Total liabilities assumed |
(8,287) |
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— |
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|
(8,287) |
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| Total identifiable net assets |
$ |
132,980 |
|
|
$ |
— |
|
|
$ |
132,980 |
|
Redeemable noncontrolling interest |
54,193 |
|
|
(23) |
|
|
54,170 |
|
| Goodwill |
$ |
127,374 |
|
|
$ |
(110) |
|
|
$ |
127,264 |
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| Business Combination, Pro Forma Information |
Consequently, actual results will differ from the unaudited pro forma financial information presented below:
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Three Months Ended |
|
Six Months Ended |
(Unaudited) |
|
June 29, 2024 |
|
June 29, 2024 |
Pro forma net sales |
|
$ |
238,678 |
|
|
$ |
491,830 |
|
Pro forma net earnings attributable to USANA |
|
9,429 |
|
|
23,939 |
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