USANA Health Sciences, Inc. Annual report [Section 13 and 15(d), not S-K Item 405]

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

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS

12 Months Ended

Jan. 03, 2026

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

The Company’s reporting units for goodwill purposes are tied to its reportable segments: Core nutritional and Hiya direct-to-consumer. The core nutritional segment consists of three individual reporting units that are determined based on the operational nature of the business: Buy-Sell, China, and India. Buy-Sell consists of the U.S. manufacturing entity that supplies and supports all markets within the core nutritional segment, with the exception of China and India. As both

China and India manufacture and source locally, operations are contained within market, and represent separate reporting units.

The Company performed its annual goodwill impairment test during the third quarter of 2025. 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. During the three months ended January 3, 2026, the Company determined that a triggering event occurred within its Buy-Sell reporting unit in relation to a significant and sustained decline in the Company’s stock price and corresponding decrease in market capitalization that required the performance of a quantitative impairment analysis.

Based on the results of this analysis, the Company concluded that the estimated fair value of its Buy-Sell reporting unit was less than its carrying value. The fair value of the Buy-Sell reporting unit was determined using a combination of an income approach, which estimates fair value based upon projected future revenues, expenses, and cash flows discounted to their respective present values, and a market approach.

These methods involve the use of significant estimates, assumptions, and judgments by management. The principal assumptions used in this analysis consisted of management’s best estimates of future financial results including revenue growth rates and profitability margins, an appropriate discount rate to apply to projected cash flows, guideline public companies, selection of market multiples and weightings, and control premium. Impairment resulted primarily from lower projected revenues and operating margins within the reporting unit.

The Company recorded a non-cash goodwill impairment charge of $6,390 in the fourth quarter of 2025 in the Buy-Sell reporting unit and $137 in the other category. For all other reporting units, the Company identified no indicators that it was more likely than not that their fair values were less than their carrying values. No impairments of goodwill were recognized in 2024 and 2023.

The changes in the carrying amount of goodwill, including by reportable segment and the other category are as follows:


	Core nutritional		Hiya direct-to-consumer		Other		Total
Balance as of December 30, 2023
Gross goodwill	$	16,521	$	—	$	581	$	17,102
Accumulated impairment losses	—		—		—		—
Net goodwill as of December 30, 2023	16,521		—		581		17,102

Goodwill acquired during the year	—		127,374		—		127,374
Currency translation adjustment	(308)		—		—		(308)

Balance as of December 28, 2024
Gross goodwill	16,213		127,374		581		144,168
Accumulated impairment losses	—		—		—		—
Net goodwill as of December 28, 2024	16,213		127,374		581		144,168

Impairment	(6,390)		—		(137)		(6,527)
Currency translation adjustment	321		—		—		321

Balance as of January 3, 2026
Gross goodwill	16,534		127,374		581		144,489
Accumulated impairment losses	(6,390)		—		(137)		(6,527)
Net goodwill as of January 3, 2026	$	10,144	$	127,374	$	444	$	137,962

Intangibles

The Company performed its annual indefinite-lived intangible asset impairment test during the third quarter of 2025. The Company performed a qualitative assessment of the indefinite-lived intangible assets and determined that it was not more-likely-than-not that the fair value of any indefinite-lived intangible asset was less than the carrying amount. Indefinite-lived intangible assets consist solely of a direct selling license in China. During 2025, 2024, and 2023, there was no impairment of indefinite-lived intangible assets.

Intangible assets consist of the following:


	As of January 3, 2026
	Gross carrying amount		Accumulated amortization		Net carrying amount		Weighted-average amortization period (years)
Amortized intangible assets
Trade name and trademarks	$	71,270	$	(7,790)	$	63,480	10
Product formulas	8,582		(8,582)		—		8
Customer relationships	57,166		(13,445)		43,721		5
Non-compete agreements	247		(173)		74		5
	137,265		(29,990)		107,275
Indefinite-lived intangible assets
Direct selling license	25,876				25,876
	$	163,141			$	133,151


Estimated Amortization Expense:
2026	$	18,356
2027	18,023
2028	17,999
2029	17,819
2030	7,234
Thereafter	27,844
	$	107,275


	As of December 28, 2024
	Gross carrying amount		Accumulated amortization		Net carrying amount		Weighted-average amortization period (years)
Amortized intangible assets
Trade name and trademarks	$	71,785	$	(685)	$	71,100	10
Product formulas	8,222		(8,211)		11		8
Customer relationships	58,014		(2,251)		55,763		5
Non-compete agreements	466		(307)		159		4
	138,487		(11,454)		127,033
Indefinite-lived intangible assets
Direct selling license	24,790				24,790
	$	163,277			$	151,823

Aggregate amortization of intangible assets was $19,318, $1,516, and $1,835 for the years ended 2025, 2024, and 2023, respectively.