UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
______________
FORM 8-K
______________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported):
July
29, 2014
USANA HEALTH
SCIENCES, INC.
(Exact
name of registrant as specified in its charter)
Utah
(State
or other jurisdiction of incorporation)
0-21116
|
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87-0500306
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(Commission File No.)
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|
(IRS Employer Identification
|
|
|
Number)
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3838 West Parkway Boulevard Salt Lake City, Utah 84120
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(Address
of principal executive offices, Zip
Code)
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Registrant’s
telephone number, including area code: (801)
954-7100
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Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 2.02
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Results of Operations and Financial Condition.
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On July 29, 2014, USANA Health Sciences, Inc. issued a press release
announcing its financial results for the second quarter ended June 28,
2014. The release also announced that executives of the company would
discuss these results with investors on a conference call broadcast over
the World Wide Web and by telephone and provided access information,
date and time for the conference call. A copy of the press release is
furnished herewith as Exhibit 99 to this Current Report on Form 8-K and
is incorporated herein by reference. The company will also post this
document on its corporate website, www.usanahealthsciences.com.
The information in Item 2.02 of this Current Report is being furnished
and shall not be deemed “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section. The information in this Current Report
shall not be incorporated by reference into any registration statement
or other document pursuant to the Securities Act of 1933, as amended.
The furnishing of the information in this Current Report is not intended
to, and does not, constitute a representation that such furnishing is
required by Regulation FD or that the information this Current Report
contains is material investor information that is not otherwise publicly
available.
Item 5.02
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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(c)
On July 29, 2014, USANA Health Sciences, Inc. (the “Company”) announced
that the Board of Directors promoted Kevin G. Guest to President of
USANA world-wide effective August 1, 2014. Mr. Guest, 51, joined USANA
on a part-time basis in April 2003, as Executive Director of Media and
Events. Following the Company’s acquisition of FMG Productions, a
media, video, and event productions company that was founded by Mr.
Guest, he became a full-time employee of the Company and was promoted to
Vice President of Media and Events in February 2004. In January 2006,
he was appointed as the Company’s Executive Vice President of Marketing
and served in that role until July 2008, when he was appointed Chief
Marketing Officer. Mr. Guest served in this role until May 2011, when
he was appointed as President of North America. In October 2012, he was
appointed as President of the Americas, Europe and South Pacific and
served in this capacity until his promotion to President. Prior to
joining USANA full-time, from 1992 to February 2004, Mr. Guest served as
the Managing Partner of FMG Productions. Mr. Guest has been part of the
media production arena for more than 20 years and has received numerous
awards for producing, directing, and writing. He has overseen USANA’s
audio, video, and event productions worldwide since the Company’s
inception. Mr. Guest earned a B.A. in Communications from Brigham Young
University.
Mr. Guest will focus his efforts as President on world-wide sales
growth, customer growth and sales force development. He will receive an
annual salary of $600,000 and a one-year cash bonus of $100,000, which
will be paid quarterly. He will also continue to be eligible to
participate in the Company’s Executive Bonus Plan and receive equity
grants under the Company’s 2006 Equity Incentive Award Plan. Mr. Guest
will also be eligible to participate in the Company’s 401K plan and to
receive medical and other benefits coverage, which is generally
available to the Company’s other employees.
Beginning August 3, 2014, David A. Wentz, Chief Executive Officer, will
reduce his time in the office for one year to spend more time with his
family. During this time, Mr. Wentz will focus his efforts primarily on
strategic initiatives, business development, the True Health Foundation
and customer events, including the Company’s international and regional
conventions. He intends to return to his full-time role on August 3,
2015. For this period of time, Mr. Wentz recommended, and the Board of
Directors approved, an adjustment to his base salary to $300,000, as
well as an adjustment to his eligibility to receive compensation under
the Company’s Executive Bonus Plan to 50% of the actual payout, if any,
under the plan. Mr. Wentz will continue to be eligible to receive
equity grants under the Company’s 2006 Equity Incentive Award Plan. He
will also continue to be eligible to participate in the Company’s 401K
plan and to receive medical and other benefits coverage, which is
generally available to the Company’s other employees.
The information set forth in Item 5.02 of this report is incorporated
herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit 99
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Press release issued by USANA Health Sciences, Inc. dated July 29,
2014 (furnished herewith).
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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 hereunto duly authorized.
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USANA HEALTH SCIENCES, INC.
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By: /s/ Paul A. Jones
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Paul A. Jones, Chief Financial Officer
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Date:
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July 29, 2014
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Exhibit 99
USANA
Health Sciences Announces Second Quarter 2014 Financial Results
-
Second
quarter net sales of $188.3 million; EPS of $1.36
-
Associate
growth of 11.4%
-
Company
repurchases 682,000 shares under program during second quarter
-
Company
reiterates 2014 net sales and earnings outlook
-
Company
announces promotion of Kevin Guest to President
SALT LAKE CITY--(BUSINESS WIRE)--July 29, 2014--USANA Health Sciences,
Inc. (NYSE: USNA) today announced financial results for its fiscal
second quarter ended June 28, 2014. The Company also reiterated net
sales and earnings guidance for 2014.
Financial Performance
For the second quarter of 2014, net sales decreased slightly to $188.3
million, compared with $189.1 million in the prior-year period. Net
sales, on a comparative basis, were negatively impacted by: (i) $7.0
million of incremental sales in the second quarter of 2013 that occurred
ahead of policy changes, which included restricting Associate purchases
to their country of residence; (ii) $3.3 million from unfavorable
changes in currency exchange rates, and (iii) price discounts that the
Company implemented in 2013. The number of active Associates for the
second quarter increased 11.4% year-over-year, and 6.8% sequentially,
largely as a result of the initiatives implemented by the Company in
2013.
Net earnings for the second quarter were $19.3 million, compared with
$24.2 million during the prior-year period. This decrease resulted from
lower gross margins and higher operating expenses, which were due
largely to the pricing and compensation plan initiatives implemented by
the Company in 2013. Earnings per share for the quarter were $1.36,
compared with $1.72 in the second quarter of the prior year. Weighted
average diluted shares outstanding were 14.2 million in the second
quarter of 2014, compared with 14.1 million in the prior-year period.
During the quarter, the Company accelerated its share repurchase
activity by repurchasing approximately 682,000 shares under its
authorized repurchase program for a total investment of $49.1 million.
Additionally, as of July 25, 2014, the Company has spent $21.4 million
during the month of July to repurchase approximately 285,000 shares
pursuant to a Rule 10b5-1 trading plan. As of July 25, 2014, there was
$129.5 million remaining under the current share repurchase
authorization. The Company ended the quarter debt–free with
approximately $118.3 million in cash and cash equivalents.
“USANA generated solid results during the second quarter,
notwithstanding several factors that created a challenging
year-over-year comparable,” said Dave Wentz, USANA’s Chief Executive
Officer. “In 2013, we made a number of important changes to our
business, including world-wide policy changes, enhancements to our
Associate compensation plan and pricing initiatives. These changes have
improved our core business by generating double digit year-over-year
increases in our customer counts, Auto Order sales and check earners. As
we anticipated and previously communicated, these changes have also
created tough year-over-year comparables in 2014 and have caused our
financial results to trail our operational progress. As we execute our
2014 strategies, we are confident that our performance will continue to
accelerate during the second half of the year and we will deliver
another year of record results in 2014. We are also committed to
returning value to shareholders through our share repurchase program.”
Regional Results
Net sales in the Asia Pacific region increased by 1.8% to $124.6
million, compared with $122.4 million for the second quarter of the
prior year. This improvement was due to nearly 14% sales growth in the
Southeast Asia Pacific region, which was driven by sales and customer
growth in every market in the region. Net sales in the Greater China
region decreased 4.3% on a year-over-year basis, due to nearly $7.0
million in incremental sales during the second quarter of 2013 that
occurred ahead of policy changes, which included restricting Associate
purchases to their country of residence. Sequentially, net sales in the
Greater China region increased 4.6% due to double-digit sales and
customer growth in China. The number of active Associates in the Asia
Pacific region increased by 16.9% year-over-year, due to double-digit
Associate growth in the Greater China and Southeast Asia Pacific regions.
Net sales in the Americas/Europe region declined 4.7% to $63.7 million,
due primarily to a sales decline in the U.S., which was partially offset
by net sales growth in other markets in the region. The number of active
Associates in this region was flat.
“Our business continues to produce strong results in Asia Pacific, as
nearly every market in this region delivered sales and customer growth
during the quarter. As we anticipated, our performance in China
accelerated during the quarter and produced double-digit sales and
customer growth compared to the prior quarter. We expect our results in
China to continue to accelerate as the year progresses and remain
confident in our long-term growth potential in this important market. We
also have initiatives planned for the second-half of 2014 that are
designed to drive sales and customer growth in each of our regions, with
an emphasis on North America and the United States in particular. We
look forward to hosting our 22nd Annual International
Convention in August, where we will make several exciting
announcements,” concluded Mr. Wentz.
Outlook
The Company reiterated the following financial outlook for 2014:
-
Consolidated net sales between $770 million and $790 million
-
Earnings per share between $5.50 and $5.65
Chief Financial Officer, Paul Jones, commented, “During the second
quarter, we faced difficult year-over-year comparables, yet generated
strong results. We expect our financial performance to accelerate during
the second half of 2014, as we execute initiatives to produce world-wide
growth and operational efficiency, and we are reiterating our previously
issued guidance. We also believe that these initiatives will provide
sustainable growth for the Company over the long-term.”
Kevin Guest Named Company President
Kevin G. Guest, 51, has been promoted to President of USANA world-wide
effective August 1, 2014. Mr. Guest will focus his efforts on sales
growth, customer growth and sales force development. Mr. Guest has been
with the Company since 2003 and has served in a variety of leadership
positions within the Company over the last 11 years. Most recently, he
has served as President of the Americas, Europe and South Pacific since
October 2012, where he has designed and executed initiatives that have
generated growth in these regions.
“Kevin has been extensively involved with USANA since the Company was
founded more than 20 years ago,” said Dave Wentz. “His vision for the
business, dedication to customers and employees, and overall integrity
and leadership have been and will continue to be invaluable to our
organization,” concluded Wentz.
Beginning August 3, 2014, Dave Wentz will reduce his time in the office
for one year to spend more time with his family. During this time, Mr.
Wentz will focus his efforts on strategic initiatives, business
development, the True Health Foundation and customer events, including
the Company’s international and regional conventions. He intends to
return to his full-time role on August 3, 2015.
Conference Call
USANA will hold a conference call and webcast to discuss this
announcement with investors on Wednesday, July 30, 2014 at 11:00 AM
Eastern Time. Investors may listen to the call by accessing USANA’s
website at http://www.usanahealthsciences.com.
About USANA
USANA develops and manufactures high-quality nutritional, personal care,
and weight-management products that are sold directly to Associates and
Preferred Customers throughout the United States, Canada, Australia, New
Zealand, Hong Kong, China, Japan, Taiwan, South Korea, Singapore,
Mexico, Malaysia, the Philippines, the Netherlands, the United Kingdom,
Thailand, France, Belgium and Colombia. More information on USANA can be
found at http://www.usanahealthsciences.com.
Safe Harbor
This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act. Our actual results could differ materially from
those projected in these forward-looking statements, which involve a
number of risks and uncertainties, including global economic conditions
generally, reliance upon our network of independent Associates, the
governmental regulation of our products, manufacturing and marketing
risks, adverse publicity risks, and risks associated with our
international expansion. The contents of this release should be
considered in conjunction with the risk factors, warnings, and
cautionary statements that are contained in our most recent filings with
the Securities and Exchange Commission.
|
USANA Health Sciences, Inc.
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Consolidated Statements of Earnings
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(In thousands, except per share data)
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(Unaudited)
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Quarter Ended
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Six Months Ended
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29-Jun-13
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28-Jun-14
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29-Jun-13
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28-Jun-14
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|
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Net sales
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$
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189,136
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$
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188,256
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$
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358,218
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$
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370,657
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Cost of sales
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|
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31,905
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|
|
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34,865
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|
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62,166
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|
|
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68,693
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Gross profit
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|
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157,231
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|
|
|
153,391
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|
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296,052
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|
|
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301,964
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|
|
|
|
|
|
|
|
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Operating expenses
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|
|
|
|
|
|
|
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Associate incentives
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|
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77,801
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|
|
|
81,098
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|
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147,656
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|
|
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159,972
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Selling, general and administrative
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|
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42,978
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|
|
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43,206
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85,382
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|
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87,783
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|
|
|
|
|
|
|
|
|
Earnings from operations
|
|
|
36,452
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|
|
|
29,087
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|
63,014
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|
|
|
54,209
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|
|
|
|
|
|
|
|
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Other income (expense)
|
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(83
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)
|
|
|
297
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|
|
(109
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)
|
|
|
422
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Earnings before income taxes
|
|
|
36,369
|
|
|
|
29,384
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|
|
62,905
|
|
|
|
54,631
|
|
|
|
|
|
|
|
|
|
Income taxes
|
|
|
12,159
|
|
|
|
10,083
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|
|
20,916
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|
|
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18,793
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|
|
|
|
|
|
|
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NET EARNINGS
|
|
$
|
24,210
|
|
|
$
|
19,301
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|
$
|
41,989
|
|
|
$
|
35,838
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share - diluted
|
|
$
|
1.72
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|
|
$
|
1.36
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$
|
2.99
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|
|
$
|
2.50
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Weighted average shares outstanding - diluted
|
|
|
14,099
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|
|
|
14,235
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|
|
14,034
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|
|
|
14,315
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
USANA Health Sciences, Inc.
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Consolidated Balance Sheets
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(In thousands)
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(Unaudited)
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|
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As of
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As of
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ASSETS
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28-Dec-13
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28-Jun-14
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Current Assets
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|
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Cash and cash equivalents
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$
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137,343
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$
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118,267
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Securities held-to-maturity, net
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|
|
8,642
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|
|
3,374
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Inventories
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|
|
47,242
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|
|
44,528
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Prepaid Expenses and Other current assets
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|
|
35,818
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|
|
35,756
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Total current assets
|
|
|
229,045
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|
|
201,925
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|
|
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Property and equipment, net
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|
|
59,180
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65,859
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Goodwill
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|
|
18,243
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|
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17,919
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Intangible assets, net
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42,329
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|
41,015
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Deferred income taxes
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|
|
5,519
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|
|
5,515
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Other assets
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14,154
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|
|
22,688
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Total assets
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|
$
|
368,470
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|
$
|
354,921
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|
|
|
|
|
|
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LIABILITIES AND STOCKHOLDERS' EQUITY
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|
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Current Liabilities
|
|
|
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Accounts payable
|
|
$
|
9,502
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$
|
6,408
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Other current liabilities
|
|
|
86,369
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|
|
82,297
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Total current liabilities
|
|
|
95,871
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|
|
88,705
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|
|
|
|
|
|
|
|
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Other long-term liabilities
|
|
|
1,211
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|
|
1,290
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Deferred income taxes
|
|
|
10,866
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|
|
10,672
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Stockholders' equity
|
|
|
260,522
|
|
|
254,254
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Total liabilities and stockholders' equity
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|
$
|
368,470
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|
$
|
354,921
|
|
|
|
|
|
|
|
|
USANA Health Sciences, Inc.
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Sales by Region
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(Unaudited)
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(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
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Quarter Ended
|
|
|
|
29-Jun-13
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|
28-Jun-14
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Region
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas and Europe
|
|
$
|
66,769
|
|
35.3
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%
|
|
$
|
63,661
|
|
33.8
|
%
|
|
|
|
|
|
|
|
|
|
Asia Pacific
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Southeast Asia Pacific
|
|
|
37,475
|
|
19.8
|
%
|
|
|
42,689
|
|
22.7
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%
|
|
|
|
|
|
|
|
|
|
Greater China
|
|
|
77,388
|
|
40.9
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%
|
|
|
74,091
|
|
39.4
|
%
|
|
|
|
|
|
|
|
|
|
North Asia
|
|
|
7,504
|
|
4.0
|
%
|
|
|
7,815
|
|
4.1
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%
|
|
|
|
|
|
|
|
|
|
Asia Pacific Total
|
|
|
122,367
|
|
64.7
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%
|
|
|
124,595
|
|
66.2
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%
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
189,136
|
|
100.0
|
%
|
|
$
|
188,256
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Active Associates by Region (1)
|
(Unaudited)
|
|
|
|
As of
|
|
|
29-Jun-13
|
|
28-Jun-14
|
Region
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas and Europe
|
|
82,000
|
|
32.3
|
%
|
|
82,000
|
|
29.0
|
%
|
|
|
|
|
|
|
|
|
|
Asia Pacific
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Southeast Asia Pacific
|
|
60,000
|
|
23.6
|
%
|
|
67,000
|
|
23.7
|
%
|
|
|
|
|
|
|
|
|
|
Greater China
|
|
103,000
|
|
40.6
|
%
|
|
125,000
|
|
44.1
|
%
|
|
|
|
|
|
|
|
|
|
North Asia
|
|
9,000
|
|
3.5
|
%
|
|
9,000
|
|
3.2
|
%
|
|
|
|
|
|
|
|
|
|
Asia Pacific Total
|
|
172,000
|
|
67.7
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%
|
|
201,000
|
|
71.0
|
%
|
|
|
|
|
|
|
|
|
|
Total
|
|
254,000
|
|
100.0
|
%
|
|
283,000
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
(1) Associates are independent distributors of our products who also
purchase our products for their personal use. We only count as
active those Associates who have purchased from us any time during
the most recent three-month period, either for personal use or for
resale.
|
|
Active Preferred Customers by Region (2)
|
(Unaudited)
|
|
|
|
As of
|
|
|
29-Jun-13
|
|
28-Jun-14
|
Region
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas and Europe
|
|
57,000
|
|
81.4
|
%
|
|
60,000
|
|
75.9
|
%
|
|
|
|
|
|
|
|
|
|
Asia Pacific
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Southeast Asia Pacific
|
|
7,000
|
|
10.0
|
%
|
|
11,000
|
|
13.9
|
%
|
|
|
|
|
|
|
|
|
|
Greater China
|
|
4,000
|
|
5.7
|
%
|
|
3,000
|
|
3.8
|
%
|
|
|
|
|
|
|
|
|
|
North Asia
|
|
2,000
|
|
2.9
|
%
|
|
5,000
|
|
6.4
|
%
|
|
|
|
|
|
|
|
|
|
Asia Pacific Total
|
|
13,000
|
|
18.6
|
%
|
|
19,000
|
|
24.1
|
%
|
|
|
|
|
|
|
|
|
|
Total
|
|
70,000
|
|
100.0
|
%
|
|
79,000
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
(2) Preferred Customers purchase our products strictly for their
personal use and are not permitted to resell or to distribute the
products. We only count as active those Preferred Customers who have
purchased from us any time during the most recent three-month period.
|
CONTACT:
USANA Health Sciences, Inc.
Investors contact:
Patrique
Richards, 801-954-7961
Investor Relations
investor.relations@us.usana.com
Media
contact:
Dan Macuga, 801-954-7280
Public Relations
USANA Health Sciences (NYSE:USNA)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024
USANA Health Sciences (NYSE:USNA)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024