Annual report [Section 13 and 15(d), not S-K Item 405]

BUSINESS COMBINATIONS

v3.26.1
BUSINESS COMBINATIONS
 12 Months Ended
Jan. 03, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
BUSINESS COMBINATIONS BUSINESS COMBINATIONS
On December 23, 2024, the Company entered into a merger agreement with Hiya, a leading direct-to-consumer provider of high-quality children's health and wellness products, by which the Company acquired a 78.85% controlling ownership interest. The primary reasons for the acquisition was to broaden USANA's reach into the highly attractive direct-to-consumer channel driven by Hiya's powerful subscription model with runway for sustainable future growth. The total purchase price consideration for Hiya was $206,161 in cash, which was inclusive of a working capital adjustment relative to a targeted working capital amount in the merger agreement. The Company incurred acquisition-related costs of approximately $8,243 for the year ended December 28, 2024, which are included in the "Selling, general and administrative" line item in the consolidated statements of comprehensive income. During the quarter ended June 28, 2025, per the merger agreement, the Company finalized the working capital adjustment, which resulted in a final purchase price consideration of $206,074.
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 as of June 28, 2025:

 Amounts Recognized as of the Acquisition Date Measurement Period Adjustments Amount Recognized as of Acquisition Date (as Adjusted)
Fair value of consideration transferred
Cash consideration $ 206,161  $ (87) $ 206,074 
Recognized amounts of identifiable assets acquired and liabilities assumed
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  —  31 
Total assets acquired $ 141,267  $ —  $ 141,267 
Accounts payable (3,313) —  (3,313)
Other current liabilities (4,566) —  (4,566)
Operating lease liabilities (408) —  (408)
Total liabilities assumed (8,287) —  (8,287)
Total identifiable net assets $ 132,980  $ —  $ 132,980 
Redeemable noncontrolling interest
 54,193  (23) 54,170 
Goodwill $ 127,374  $ (110) $ 127,264 
The fair value of the noncontrolling interest of 21.15% was determined using the implied enterprise value based on the purchase price less a discount for lack of control. The Company recognized goodwill of $127,264, which reflects the expected future benefits of certain synergies and acquired assembled workforce and is expected to be deductible for income tax purposes. All of the goodwill was assigned to our Hiya direct-to-consumer segment. The revenue and earnings of the acquired business, since the acquisition date, have been included in the Hiya direct-to-consumer segment. Revenues and earnings in 2024 were not material to the consolidated results since the acquisition occurred near year end.
The following unaudited supplemental pro forma data presents consolidated information as if the Hiya Acquisition had been completed on January 1, 2023. The unaudited pro forma financial information includes adjustments to give effect to pro forma events that are directly attributable to the acquisition. The pro forma financial information includes adjustments to amortization for intangible assets acquired and acquisition costs. The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations of future periods. The unaudited pro forma financial information does not give effect to the potential impact of current financial conditions, future revenues, regulatory matters, or any anticipated synergies, operating efficiencies, or cost savings that may be associated with the acquisition. Consequently, actual results will differ from the unaudited pro forma financial information presented below:
Fiscal Year
(Unaudited)
2024
2023
Pro forma net sales
 $ 964,792  $ 989,408 
Pro forma net income attributable to USANA
 31,308  40,385