10-Q/A
USANA HEALTH SCIENCES INC (USNA)
--12-28 Q3 2020
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 10-Q/A
Amendment No. 1
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 26, 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 ☒ 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 ☒ 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 ☒ | 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 ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of October 30, 2020, 21,037,938 shares of common stock, $.001 par value, of the registrant were outstanding.
Explanatory Note
USANA Health Sciences, Inc. (the “Company,” “we”, “us”, “our”) is filing this amendment (this “Form 10-Q/A”) to our Quarterly Report on Form 10-Q for the quarter ended September 26, 2020 (the “Form 10-Q”), filed with the U.S. Securities and Exchange Commission (“the Commission”) on November 3, 2020, solely to correct a typographical error in a table inserted in Part I - Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations on page 15 that incorrectly presents the percentage of total product revenue contributed by our USANA® Nutritionals and USANA Foods product lines, and our top-selling products as follows: “Optimizers” is corrected to read “63%” instead of “64%”, “Essentials/CellSentials” is corrected to read “20%” instead of “21%”, “USANA Foods” is corrected to read “11%” instead of “9%”, “USANA® Essentials/CellSentials” is corrected to read “13%” instead of “14%”, “Proflavanol®” is corrected to read “11%” instead of “9%, and ‘Probiotic” is corrected to read “10%” instead of “9”. No other corrections or changes were required to be made to the table on page 15. The corrected table is below, and replaces in its entirety the table originally included on page 15 of the Form 10-Q:
The following table summarizes the approximate percentage of total product revenue that has been contributed by our major product lines and our top-selling products for the current and prior-year periods as indicated:
| Nine Months Ended | ||||
|---|---|---|---|---|
| September 26, | September 28, | |||
| 2020 | 2019 | |||
| Product Line | ||||
| USANA® Nutritionals | ||||
| Optimizers | 63% | 64% | ||
| Essentials/CellSentials* | 20% | 19% | ||
| USANA Foods | 11% | 8% | ||
| Personal care and Skincare | 5% | 8% | ||
| All Other | 1% | 1% | ||
| Key Product | ||||
| USANA® Essentials/CellSentials | 13% | 12% | ||
| Proflavanol® | 11% | 11% | ||
| Probiotic | 10% | 10% |
*Represents a product line consisting of multiple products, as opposed to the actual USANA® Essentials / CellSentials product.
In connection with the filing of this Form 10-Q/A and pursuant to the rules of the Commission, the Company is including with this Form 10-Q/A new certifications by its Chief Executive Officer and Chief Financial Officer, which are filed as exhibits hereto. Accordingly, this Form 10-Q/A amends Part II, Item 6 in the Form 10-Q to reflect the filing of the new certifications, and to reflect that the other exhibits filed with the Form 10-Q are incorporated by reference in this Amendment to such exhibits as filed with the Form 10-Q.
This Form 10-Q/A should be read in conjunction with the Form 10-Q, which remains in effect as of its date. Except as specifically noted above, this Form 10-Q/A does not modify or update disclosures in the Form 10-Q. This Form 10-Q/A does not reflect events occurring after the filing of the Form 10-Q or modify or update any related or other disclosures.
Item 6. Exhibits
Exhibits marked with an asterisk (*) are filed herewith.
1
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 thereunto duly authorized.
Date: November 5, 2020
| USANA HEALTH SCIENCES, INC. |
|---|
| /s/ G. Douglas Hekking |
| G. Douglas Hekking |
| Chief Financial Officer<br><br> <br>(Principal Financial Officer) |
2
ex_207069.htm
EXHIBIT 31.1
CHIEF EXECUTIVE OFFICER CERTIFICATION
I, Kevin G. Guest, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q/A of USANA Health Sciences, Inc. (the “Registrant”); |
|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
| 4. | The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| --- | --- |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
| 5. | The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
| --- | --- |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and |
| --- | --- |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the the Registrant’s internal control over financial reporting. |
| Date: November 5, 2020 | /s/ Kevin G. Guest |
| --- | --- |
| Kevin G. Guest | |
| Chief Executive Officer<br><br> <br>(Principal Executive Officer) |
ex_207070.htm
EXHIBIT 31.2
CHIEF FINANCIAL OFFICER CERTIFICATION
I, G. Douglas Hekking, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q/A of USANA Health Sciences, Inc. (the “Registrant”); |
|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| --- | --- |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
| --- | --- |
| 4. | The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
| --- | --- |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| --- | --- |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| --- | --- |
| c) | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| --- | --- |
| d) | Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
| --- | --- |
| 5. | The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
| --- | --- |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and |
| --- | --- |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the the Registrant’s internal control over financial reporting. |
| --- | --- |
| Date: November 5, 2020 | /s/ G. Douglas Hekking |
| --- | --- |
| G. Douglas Hekking | |
| Chief Financial Officer<br><br> <br>(Principal Accounting and Financial Officer) |
ex_207071.htm
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
The undersigned hereby certifies that the Quarterly Report on Form 10-Q/A of USANA Health Sciences, Inc. for the period ended September 26, 2020 as filed November 5, 2020 with the Securities and Exchange Commission, fully complies with the requirements of Section 13(a) or 15(d) of The Securities Exchange Act of 1934 (15 U.S.C. 78m) and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of USANA Health Sciences, Inc.
| Date: November 5, 2020 | /s/ Kevin G. Guest |
|---|---|
| Kevin G. Guest | |
| Chief Executive Officer<br><br> <br>(Principal Executive Officer) |
ex_207072.htm
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
The undersigned hereby certifies that the Quarterly Report on Form 10-Q/A of USANA Health Sciences, Inc. for the period ended September 26, 2020 as filed November 5, 2020 with the Securities and Exchange Commission, fully complies with the requirements of Section 13(a) or 15(d) of The Securities Exchange Act of 1934 (15 U.S.C. 78m) and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of USANA Health Sciences, Inc.
| Date: November 5, 2020 | /s/ G. Douglas Hekking |
|---|---|
| G. Douglas Hekking | |
| Chief Financial Officer<br><br> <br>(Principal Accounting and Financial Officer) |