<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended April 3, 1999
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: 0-21116
USANA, 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)
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 [X] No [_]
The number of shares outstanding of the registrant's common stock as of May
10, 1999 was 13,073,238.
[Note: On July 21, 1998, the registrant declared a two-for-one stock split
of its common stock, no par value, that was distributed in the form of a stock
dividend on August 3, 1998 to shareholders of record as of July 31, 1998.
Outstanding common stock data in this report for periods prior to August 3, 1998
have been adjusted to reflect the stock split.]
================================================================================
<PAGE>
USANA, INC.
FORM 10-Q
For the Quarterly Period Ended April 3, 1999
INDEX
<TABLE>
<CAPTION>
Page
--------
PART I . FINANCIAL INFORMATION
<S> <C> <C>
Item 1 Financial Statements
Consolidated Balance Sheets......................................................................... 3
Consolidated Statements of Earnings................................................................. 4
Consolidated Statements of Stockholders' Equity..................................................... 5
Consolidated Statements of Cash Flows............................................................... 6
Notes to Consolidated Financial Statements.......................................................... 7-9
Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations................. 10-16
Item 3 Quantitative and Qualitative Disclosures About Market Risk............................................ 17
PART II. OTHER INFORMATION
Item 1 Legal Proceedings..................................................................................... 17
Item 5 Other Information..................................................................................... 17-18
Item 6 Exhibits and Reports on Form 8-K...................................................................... 19
Signatures....................................................................................................... 20
</TABLE>
2
<PAGE>
USANA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
Unaudited
----------
January 2, April 3,
1999 1999
-----------------------------
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents........................................................................ $ 2,617 $ 3,376
Accounts receivable, net......................................................................... 294 481
Current maturities of notes receivable........................................................... 547 979
Inventories, net (Note A)....................................................................... 10,543 10,629
Prepaid expenses and other current assets........................................................ 1,912 2,128
Deferred income taxes............................................................................ 1,233 1,268
------- -------
Total current assets... ...................................................................... 17,146 18,861
Property and Equipment, net (Note B)............................................................... 22,751 22,411
Notes Receivable, less current maturities.......................................................... 5 5
Other Assets....................................................................................... 55 56
------- -------
$39,957 $41,333
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable................................................................................. $ 4,211 $ 1,565
Other current liabilities (Note C)............................................................... 4,505 6,260
------- -------
Total current liabilities..................................................................... 8,716 7,825
Deferred Income Taxes.............................................................................. 624 661
Stockholders' Equity
Common stock, no par value; authorized 50,000 shares; issued and outstanding
13,047 shares at January 2, 1999 and 13,051 shares at April 3, 1999............................ 9,131 9,183
Accumulated other comprehensive loss............................................................. (182) (132)
Retained earnings................................................................................ 21,668 23,796
------- -------
Total stockholders' equity.................................................................... 30,617 32,847
------- -------
$39,957 $41,333
======= =======
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE>
USANA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Unaudited
------------------------
March 28, April 3,
1998 1999
--------- --------
<S> <C> <C>
Net sales................................................................................... $26,164 $31,323
Cost of sales............................................................................... 5,486 6,383
------- -------
Gross profit.............................................................................. 20,678 24,940
Operating expenses
Distributor incentives.................................................................... 11,762 13,909
Selling, general and administrative....................................................... 5,432 7,244
Research and development.................................................................. 355 356
------- -------
Total operating expenses............................................................... 17,549 21,509
------- -------
Earnings from operations.................................................................... 3,129 3,431
Other income (expense)
Interest income........................................................................... 55 47
Interest expense.......................................................................... (13) (6)
Other, net................................................................................ 4 (7)
------- -------
Total other income (expense)........................................................... 46 34
------- -------
Earnings before income taxes................................................................ 3,175 3,465
Income taxes................................................................................ 1,239 1,337
------- -------
NET EARNINGS.............................................................................. $ 1,936 $ 2,128
======= =======
Earnings per share (Note D).................................................................
Earnings per share--basic................................................................. $0.15 $0.16
======= =======
Weighted average shares outstanding--basic................................................ 12,827 13,050
======= =======
Earnings per share--diluted............................................................... $0.14 $0.16
======= =======
Weighted average shares outstanding--diluted.............................................. 13,771 13,557
======= =======
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
USANA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Quarters ended March 28, 1998 and April 3, 1999
(in thousands)
<TABLE>
<CAPTION>
Accumulated
Common stock other
---------------- Retained comprehensive
Shares Amount Earnings income/loss Total
------ ------- -------- -------------- --------
<S> <C> <C> <C> <C> <C>
For the quarter ended March 28, 1998
Balance at December 27, 1997................................... 12,812 $7,167 $12,171 $ (80) $19,258
Comprehensive income
Net earnings for the quarter................................. -- -- 1,936 -- 1,936
Foreign currency translation adjustment...................... -- -- -- 35 35
-------
Comprehensive income...................................... -- -- -- -- 1,971
Common stock issued under stock option plan.................... 22 80 -- -- 80
------ ------ ------- ----- -------
Balance at March 28, 1998...................................... 12,834 $7,247 $14,107 $ (45) $21,309
====== ====== ======= ===== =======
For the quarter ended April 3, 1999
Balance at January 2, 1999..................................... 13,047 $9,131 $21,668 $(182) $30,617
Comprehensive income
Net earnings for the year.................................... -- -- 2,128 -- 2,128
Foreign currency translation adjustment...................... -- -- -- 50 50
-------
Comprehensive income...................................... -- -- -- -- 2,178
Common stock issued under stock option plan, including
tax benefit of $13............................................ 4 52 -- -- 52
------ ------ ------- ----- -------
Balance at April 3, 1999....................................... 13,051 $9,183 $23,796 $(132) $32,847
====== ====== ======= ===== =======
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE>
USANA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
Unaudited
-------------------------
March 28, April 3,
1998 1999
-------------------------
<S> <C> <C>
Increase in cash and cash equivalents
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings........................................................................... $ 1,936 $ 2,128
Adjustments to reconcile net earnings to net cash provided by
Operating activities
Depreciation and amortization....................................................... 713 1,109
Deferred income taxes............................................................... (130) 3
Provision for inventory obsolescence................................................ (170) 87
Provision for doubtful accounts..................................................... -- 122
Changes in assets and liabilities
Accounts receivables............................................................. (6) (344)
Inventories...................................................................... (1,872) (76)
Prepaid expenses and other assets................................................ 189 (81)
Accounts payable................................................................. 1,362 (2,617)
Other current liabilities........................................................ 1,722 1,782
------- -------
Total adjustments............................................................. 1,808 (15)
------- -------
Net cash provided by operating activities..................................... 3,744 2,113
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Receipts on notes receivable........................................................... 7 8
Increase in notes receivable........................................................... (152) (440)
Purchase of property and equipment..................................................... (2,338) (785)
Proceeds from sale of property and equipment........................................... -- 22
------- -------
Net cash used in investing activities......................................... (2,483) (1,195)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from sale of common stock................................................. 81 38
------- -------
Net cash provided by financing activities..................................... 81 38
Effect of exchange rate changes on cash..................................................... 35 (197)
------- -------
Net increase in cash and cash equivalents..................................... 1,377 759
Cash and cash equivalents at beginning of year.............................................. 2,608 2,617
------- -------
Cash and cash equivalents at end of year.................................................... $ 3,985 $ 3,376
======= =======
Supplemental disclosures of cash flow information
Cash paid during the year for
Interest............................................................................... $ 13 $ 6
Income taxes........................................................................... 1,337 535
</TABLE>
The accompanying notes are an integral part of these statements.
6
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data)
Basis of Presentation
The unaudited interim consolidated financial information of USANA, Inc. and
Subsidiaries (the "Company" or "USANA") has been prepared in accordance with
Article 10 of Regulation S-X promulgated by the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations. In the opinion of management, the accompanying interim
consolidated financial information contains all adjustments, consisting of
normal recurring adjustments, necessary to present fairly the Company's
financial position as of April 3, 1999, and results of operations for the
quarters ended April 3, 1999 and March 28, 1998. These financial statements
should be read in conjunction with the audited consolidated financial statements
and notes thereto included in the Company's Annual Report on Form 10-K for the
year ended January 2, 1999. The results of operations for the quarter ended
April 3, 1999 may not be indicative of the results that may be expected for the
fiscal year ending January 1, 2000.
NOTE A - INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
January 2, April 3,
1999 1999
--------- ---------
(in thousands)
<S> <C> <C>
Raw materials........................................................ $ 3,043 $ 2,390
Work in process...................................................... 1,534 2,029
sFinished goods...................................................... 6,592 6,919
--------- ---------
11,169 11,338
Less allowance for inventory obsolescence............................ 626 709
--------- ---------
$10,543 $10,629
========= =========
</TABLE>
NOTE B - PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
<TABLE>
<CAPTION>
January 2, April 3,
1999 1999
----------- ----------
(in thousands)
<S> <C> <C>
Buildings............................................................ $ 7,414 $ 7,414
Laboratory and production equipment.................................. 2,697 2,759
Computer equipment and software...................................... 11,075 11,444
Furniture and fixtures............................................... 2,024 2,062
Automobiles.......................................................... 320 321
Leasehold improvements............................................... 461 472
Land improvements.................................................... 542 542
----------- ----------
24,533 25,014
Less accumulated depreciation and amortization....................... 5,681 6,802
----------- ----------
18,852 18,212
Land................................................................. 2,548 2,548
Deposits and projects in process..................................... 1,351 1,651
----------- ----------
$22,751 $22,411
=========== ==========
</TABLE>
7
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
(In thousands, except per share data)
NOTE C - OTHER CURRENT LIABILITIES
Other current liabilities consist of the following:
<TABLE>
<CAPTION>
January 2, April 3,
1999 1999
--------- ---------
(in thousands)
<S> <C> <C>
Accrued compensation and related items............................... $ 964 $ 822
Distributor incentives............................................... 1,140 1,327
Income taxes......................................................... 429 1,225
Sales taxes.......................................................... 845 960
Deferred revenue..................................................... 34 80
All other............................................................ 1,093 1,846
--------- ---------
$4,505 $6,260
========= =========
</TABLE>
NOTE D - EARNINGS PER SHARE
On July 21, 1998, the Company announced that its Board of Directors
approved a 2-for-1 stock split effected in the form of a stock dividend that was
distributed on August 3, 1998 to all shareholders of record on July 31, 1998.
All stock option agreements and commitments of the Company payable in stock
provide for the issuance of additional shares in the event of a stock split or
similar event. This action did not change the par value of the common stock or
the total number of shares the Company is authorized to issue. No amendment to
the Company's Articles of Incorporation was required.
Basic earnings per share are based on the weighted average number of shares
outstanding for each period. Diluted earnings per common share are based on
shares outstanding (computed under basic EPS) and potentially dilutive shares.
Potential shares included in dilutive earnings per share calculations include
stock options granted but not exercised.
<TABLE>
<CAPTION>
For the Quarter Ended March 28, 1998
-----------------------------------------------------------------------
Earnings (000's) Shares (000's) Earnings
(Numerator) (Denominator) Per Share
------------------- ------------------ ---------------
<S> <C> <C> <C>
Basic EPS
Net earnings.................................... $1,936 12,827 $0.15
===============
Effect of dilutive securities
Stock options................................... - 944
------------------- ------------------
Diluted EPS
Net earnings.................................... $1,936 13,771 $0.14
=================== ================== ===============
</TABLE>
<TABLE>
<CAPTION>
For the Quarter Ended April 3, 1999
-----------------------------------------------------------------------
Earnings (000's) Shares (000's) Earnings
(Numerator) (Denominator) Per Share
------------------- ------------------ ----------------
<S> <C> <C> <C>
Basic EPS
Net earnings.................................... $2,128 13,050 $0.16
================
Effect of dilutive securities
Stock options................................... - 507
------------------- ------------------
Diluted EPS
Net earnings.................................... $2,128 13,557 $0.16
=================== ================== ================
</TABLE>
During the first quarter of 1999, options to purchase 90 shares of stock
were not included in the computation of EPS, because their exercise price was
greater than the average market price of the shares.
8
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
(In thousands, except per share data)
NOTE E - SEGMENT INFORMATION
The Company's chief operating decision makers utilize information about
geographic operations in determining the allocation of resources and in
assessing the performance of the Company. Management considers the geographic
segments of the Company to be the only reportable operating segments.
Segment profit or loss is based on profit or loss from operations before
income taxes and includes a management fee charged by the domestic operation to
each of the foreign entities. All other intersegment transactions are eliminated
from the following segment information.
Interest revenues and expenses, income taxes, and equity in the earnings of
subsidiaries, while significant, are not included in the Company's determination
of segment profit or loss in assessing the performance of a segment.
Financial information summarized by geographic segment for the quarters ended
March 28, 1998 and April 3, 1999 is listed below:
<TABLE>
<CAPTION>
Australia/
Quarter ended New United All
March 28, 1998 Domestic Canada Zealand Kingdom Others Totals
-------------- -------- ------- ---------- ------- ------ --------
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
Revenues from external customers......................... $16,619 $7,969 $1,576 $ -- $ -- $26,164
Earnings before income taxes............................. $ 2,087 $ 898 $ 190 $ -- $ -- $ 3,175
Long-lived assets........................................ $15,132 $ 144 $ 823 $ -- $ -- $16,099
Total assets............................................. $27,019 $1,051 $3,434 $ -- $ -- $31,504
</TABLE>
<TABLE>
<CAPTION>
Australia/
Quarter ended New United All
April 3, 1999 Domestic Canada Zealand Kingdom Others Totals
------------- -------- ------- ---------- -------- ------- ------
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
Revenues from external customers......................... $17,059 $7,099 $6,473 $ 692 $ -- $31,323
Earnings before income taxes............................. $ 1,623 $1,361 $1,083 $ (600) $ (2) $ 3,465
Long-lived assets........................................ $20,285 $ 243 $1,020 $ 924 $ -- $22,472
Total assets............................................. $32,509 $2,289 $4,067 $2,462 $ 6 $41,333
</TABLE>
9
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis of the Company's financial condition
and results of operations should be read in conjunction with the Consolidated
Financial Statements and Notes thereto appearing elsewhere in this Form 10-Q.
General
USANA develops and manufactures high-quality nutritional, personal care and
weight management products. The Company distributes its products through a
network marketing system. As of April 3, 1999, the Company had approximately
118,000 current distributors in the United States, Canada, Australia, New
Zealand and the United Kingdom. The Australia/New Zealand and the United Kingdom
markets initiated operations on February 12, 1998 and November 30, 1998,
respectively. The Company defines a current distributor as a distributor who has
made a purchase in the most recent twelve-month period.
The Company has experienced significant growth since its inception. From
1993 to 1998, net sales of the Company grew from $3.9 million to $121.6 million,
while net earnings increased from a loss of $312,000 to net earnings of $9.5
million.
The Company's three primary product lines consist of nutritional, personal
care and weight management products. Nutritional products accounted for
approximately 78% of the Company's net sales for the quarter ended April 3,
1999. The Company's top selling products, USANA Essentials and Proflavanol,
represented approximately 41% and 17%, respectively, of net sales for the
quarter ended April 3, 1999. No other products accounted for more than 10% of
net sales during the quarter. USANA's personal care line includes skin, hair and
body, and dental care products. The Company's weight management line includes a
dietary supplement tablet, food bars, meal entrees, instructional videos and
other products developed to provide a comprehensive approach to weight
management, proper diet, nutrition and healthy living. The Company introduced
its weight management line in its Australia/New Zealand market in February 1999.
In addition to its primary product lines, the Company also sells distributor
kits and sales aids, which accounted for approximately 3% of the Company's net
sales for the quarter ended April 3, 1999.
Net sales of the Company are primarily dependent upon the efforts of a
network of independent distributors who purchase products and sales materials.
The Company also offers a Preferred Customer program specifically designed for
customers who desire to purchase USANA's products for personal consumption,
while choosing not to become independent distributors. As of April 3, 1999, the
Company had approximately 30,000 Preferred Customers. The Company recognizes
revenue when products are shipped and title passes to independent distributors
and Preferred Customers. During the first quarter of 1999, sales in the
Company's four primary markets, the United States, Canada, Australia/New Zealand
and the United Kingdom, were 54.5%, 22.6%, 20.7% and 2.2%, respectively, of net
sales of the Company. As the Company expands into additional international
markets, the Company expects international operations to account for an
increasing percentage of its net sales.
Cost of sales primarily consists of expenses related to raw materials,
labor, quality assurance and overhead directly associated with the procurement
and production of USANA's products and sales materials as well as duties and
taxes associated with product exports. In the first quarter of 1999, products
manufactured by the Company accounted for approximately 75% of its net sales. As
international sales increase as a percentage of net sales, the Company expects
that its overall cost of sales could increase slightly, reflecting additional
duties, freight and other expenses associated with international expansion.
Distributor incentives are the Company's most significant expense and
represented 44.4% of net sales for the quarter ended April 3, 1999. Distributor
incentives include commissions and leadership bonuses, and are paid weekly based
on sales volume points. Each product sold by the Company is assigned a sales
volume point value independent of the product's price. Distributors earn
commissions based on sales volume points generated in their downline. Generally,
10
<PAGE>
distributor kits, sales aids and logo merchandise, such as items of clothing and
luggage, have no sales volume point value and therefore the Company pays no
commissions on the sale of these items.
The Company closely monitors the amount of distributor incentives paid as a
percentage of net sales and may from time to time adjust its distributor
compensation plan to prevent distributor incentives from having a significant
adverse effect on earnings, while continuing to maintain an appropriate
incentive for its distributors.
Selling, general and administrative expenses include wages and benefits,
depreciation and amortization, rents and utilities, distributor events,
promotion and advertising, and professional fees along with other marketing and
administrative expenses. Wages and benefits represent the largest component of
selling, general and administrative expenses. The Company expects to add human
resources and associated infrastructure as operations expand. The President,
Chief Executive Officer and Chairman of the Board of Directors of the Company,
Myron W. Wentz, PhD, does not receive a salary, and the Company does not
anticipate that Dr. Wentz will take a salary for the foreseeable future.
However, if Dr. Wentz were to take a salary, selling, general and administrative
expenses would increase. Depreciation and amortization expense has increased as
a result of substantial investments in computer and telecommunications equipment
and systems to support international expansion. The Company anticipates that
additional capital investments will be required in future periods to promote and
support growth in sales and the increasing size of the distributor and Preferred
Customer base.
Research and development expenses include costs incurred in developing new
products, supporting and enhancing existing products and reformulating products
for introduction in international markets. The Company capitalizes product
development costs after market feasibility is established. These costs are
amortized as cost of sales over an average of 12 months, beginning with the
month the products become available for sale.
The fiscal year end of the Company is the Saturday closest to December 31 of
each year.
Results Of Operations
Quarters Ended April 3, 1999 and March 28, 1998
Net Sales. Net sales increased 19.7% to $31.3 million for the quarter
ended April 3, 1999, an increase of $5.1 million from the $26.2 million reported
in the comparable quarter in 1998. The increase in net sales is primarily the
result of a 42.3% increase in the Company's customer base. Customers of the
Company include both independent distributors and Preferred Customers. The
Company's current distributor base increased 28.3% to 118,000 at April 3, 1999
compared to 92,000 at March 28, 1998. Preferred Customers grew 150.0% to 30,000
at April 3, 1999 compared to 12,000 at March 28, 1998. Successful distributor
events and new product introductions also contributed to sales growth in the
first quarter of 1999.
The following tables illustrate the growth in sales and customers by market
for the quarters ended March 28, 1998 and April 3, 1999:
<TABLE>
<CAPTION>
Sales By Market
(in millions)
Quarter Ended
---------------------------------------------------------
Growth over %
Market March 28, 1998 April 3, 1999 Prior Year Growth
- ------ --------------------- ---------------------- -------------- ----------
<S> <C> <C> <C> <C> <C> <C>
United States.................. $16.6 63.5% $17.0 54.5% $ 0.4 2.6%
Canada......................... 8.0 30.5 7.1 22.6 (0.9) (10.9%)
Australia/New Zealand.......... 1.6 6.0 6.5 20.7 4.9 310.7%
United Kingdom................. - - 0.7 2.2 0.7 -
------- -------- ------- ------- ----------
Consolidated................... $26.2 100.0% $31.3 100.0% $ 5.1 19.7%
======= ======== ======= ======= ==========
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
Current Distributors By Market
As of As of Growth over %
Market March 28, 1998 April 3, 1999 Prior Year Growth
- ------ -------------------------- ------------------------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
United States.................. 57,000 62.0% 58,000 49.1% 1,000 1.8%
Canada......................... 30,000 32.6 31,000 26.3 1,000 3.3%
Australia/New Zealand.......... 5,000 5.4 27,000 22.9 22,000 440.0%
United Kingdom................. - - 2,000 1.7 2,000 -
------------- ----------- --------- --------- ------------
Consolidated................... 92,000 100.0% 118,000 100.0% 26,000 28.3%
============= =========== ========= ========= ============
</TABLE>
<TABLE>
<CAPTION>
Preferred Customers By Market
As of As of Growth over %
Market March 28, 1998 April 3, 1999 Prior Year Growth
- ------ -------------- ------------- ---------- ------
<S> <C> <C> <C> <C> <C> <C>
United States.................. 8,000 66.7% 18,000 60.0% 10,000 125.0%
Canada......................... 4,000 33.3 8,000 26.7 4,000 100.0%
Australia/New Zealand.......... - - 4,000 13.3 4,000 -
United Kingdom................. - - - - - -
--------- ---------- --------- -------- -----------
Consolidated................... 12,000 100.0% 30,000 100.0% 18,000 150.0%
========= ========== ========= ======== ===========
</TABLE>
<TABLE>
<CAPTION>
Total Customers By Market
As of As of Growth over %
Market March 28, 1998 April 3, 1999 Prior Year Growth
- ------ ------------------ ---------------- ----------- -------
<S> <C> <C> <C> <C> <C> <C>
United States.................. 65,000 62.5% 76,000 51.4% 11,000 16.9%
Canada......................... 34,000 32.7 39,000 26.4 5,000 14.7%
Australia/New Zealand.......... 5,000 4.8 31,000 20.9 26,000 520.0%
United Kingdom................. - - 2,000 1.3 2,000 -
--------- --------- --------- --------- -----------
Consolidated................... 104,000 100.0% 148,000 100.0% 44,000 42.3%
========= ========= ========= ========= ===========
</TABLE>
Cost of Sales. Cost of sales increased 16.4% to $6.4 million for the first
quarter ended April 3, 1999, an increase of $0.9 million from the $5.5 million
reported in the comparable quarter for 1998. This increase is primarily due to
the increase in net sales. As a percentage of net sales, cost of sales
decreased to 20.4% for the first quarter ended April 3, 1999 from 21.0% in the
comparable quarter for 1998. The decrease in cost of sales as a percentage of
net sales can be primarily attributed to volume-based efficiencies in production
and procurement activities. This decrease in cost of sales as a percentage of
net sales was partially offset by additional costs such as freight and duties
associated with exporting products to the Company's Australia/New Zealand and
United Kingdom markets and also an increase in the sale of distributor kits.
Distributor kits have a significantly lower gross profit margin than other
products sold by the Company. When a new market is opened, the Company
initially experiences a higher demand for distributor kits in that market.
12
<PAGE>
Distributor Incentives. Distributor incentives increased 18.3% to $13.9
million for the first quarter ended April 3, 1999, an increase of $2.1 million
from the $11.8 million reported in the comparable quarter in 1998. The increase
in distributor incentives for the first quarter of 1999 can be attributed to the
increase in commissionable sales. As a percentage of net sales, distributor
incentives decreased to 44.4% in the first quarter of 1999 from 45.0% in the
comparable quarter of 1998. The decrease in distributor incentives as a
percentage of net sales can primarily be attributed to three factors:
. The introduction of a new level in the distributor compensation plan,
. An increase in the proportion of distributor kits sold on which no
distributor incentives are paid and
. The implementation of the Company's repricing strategy in the third
quarter of 1997, which was not fully implemented throughout the first
quarter of 1998.
The new level in the distributor compensation plan is now the lowest compensated
level in the Company's network marketing system. The Company believes this new
level will assist in distributor retention efforts by paying these distributors
earlier on reduced downline requirements; however, this level does pay at a
lower rate than other levels in the Company's network marketing system.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased 33.4% to $7.2 million for the quarter ended
April 3, 1999, an increase of $1.8 million from the $5.4 million reported in the
comparable quarter of 1998. As a percentage of net sales, selling, general and
administrative expenses increased to 23.1% in the first quarter of 1999 from
20.8% in the comparable quarter of 1998. The increase in selling, general and
administrative expenses can be attributed to several factors:
. Higher relative costs associated with international expansion, primarily
related to commencing operations in the United Kingdom,
. Increased depreciation and amortization expense as a result of
substantial investments in current and prior periods in computer and
telecommunications equipment to support growth and international
expansion,
. Increased costs including, but not limited to, employee compensation as
a result of building a Company infrastructure to meet strategic
objectives and
. Higher variable expenses such as increases in customer service staffing
levels and discount fees on credit cards in association with growth in
sales and the increased number of distributors and Preferred Customers.
The Company expects to see continued pressure on selling, general and
administrative expenses as a percentage of net sales throughout 1999.
Research and Development. Research and development expenses remained flat
totaling $356,000 for the quarter ended April 3, 1999 compared to $355,000 for
the comparable quarter in 1998. The Company continues to keep abreast of the
latest research in nutrition and degenerative diseases and is committed to
developing new products, reformulating existing products and maintaining its
involvement in numerous clinical studies.
Net Earnings. Net earnings increased 9.9% to $2.1 million for the quarter
ended April 3, 1999, an increase of $0.2 million from the $1.9 million reported
in the comparable quarter of 1998. The increase in net earnings is primarily the
result of higher sales. Net earnings reflect the combined effect of decreased
cost of sales, decreased distributor incentives, and increased selling, general
and administrative expenses relative to net sales, which resulted in a 6.8%
profit margin in the first quarter of 1999 compared to 7.4% in the comparable
quarter of 1998. Diluted earnings per share increased 14.3% to $0.16 for the
quarter ended April 3, 1999, an increase of $0.02 from $0.14 in the comparable
quarter of 1998.
13
<PAGE>
Liquidity and Capital Resources
The Company has financed its growth primarily from cash flows from operations.
In the first quarter of 1999, the Company generated net cash from operations of
$2.1 million compared to $3.7 million in the comparable quarter of 1998. Cash
and cash equivalents increased to $3.4 million at April 3, 1999 from $2.6
million at January 2, 1999. Working capital was $11.0 million at April 3, 1999
compared to $8.4 million at January 2, 1999. The Company does not extend credit
to its customers, but requires payment prior to shipping, which eliminates
significant receivables.
The Company invested $0.8 million in property and equipment for the quarter
ended April 3, 1999 compared to $2.3 million for the comparable period in 1998.
Inventory increased modestly to $10.6 million at April 3, 1999 from $10.5
million at fiscal year end 1998.
At April 3, 1999 the Company had $5.0 million available under its line of
credit which expires May 31, 1999. The interest rate is computed at the bank's
prime rate, or at the option of the Company, the LIBOR base rate plus 2.25%.
Certain receivables, inventories, and equipment collateralize the line of
credit. The line-of-credit agreement also contains restrictive covenants
requiring the Company to maintain certain financial ratios. As of April 3, 1999,
the Company was in compliance with these covenants. There was no outstanding
balance on the line of credit as of April 3, 1999. The Company is in the
process of negotiating the extension of this line of credit through May 31,
2000.
A significant percentage of the Company's net sales is generated from the
sale of products outside the United States. The Company intends to continue to
expand its foreign operations. The foreign operations of the Company expose it
to risks associated with changes in social, political and economic conditions
inherent in foreign operations, including changes in the laws and policies that
govern foreign investment in countries where it has operations as well as, to a
lesser extent, changes in U.S. laws and regulations relating to foreign trade
and investment. In addition, the Company's results of operations and the value
of its foreign assets are affected by fluctuations in foreign currency exchange
rates, which may favorably or adversely affect reported earnings and,
accordingly, the comparability of period-to-period results of operations.
Changes in currency exchange rates may affect the relative prices at which the
Company and foreign competitors sell their products in the same market. Sales
outside the United States represented 21.1%, 30.8%, 42.5% and 45.5% of the
Company's net sales in 1996, 1997, 1998 and for the quarter ended April 3, 1999,
respectively. As additional foreign markets are opened, the Company expects
foreign sales to represent an increasing percentage of net sales in future
periods. The Company enters into forward and option contracts to hedge certain
commitments denominated in foreign currencies, including intercompany cash
transfers. Transaction hedging activities seek to protect operating results and
cash flows from the potentially adverse effects of currency exchange
fluctuations.
During 1998 and the first quarter of 1999, the Company advanced funds to its
President, CEO and Chairman, Dr. Wentz. On April 28, 1999, the Company entered
into an arrangement with Dr. Wentz to provide him up to $5.0 million, including
all amounts advanced to date. A total of $1.9 million has been advanced to Dr.
Wentz through April 30, 1999. The obligation is evidenced by the Promissory
Note and Redemption Agreement and shares of stock have been pledged to secure
the payment of amounts provided under the agreement. The Company expects
additional advances up to the $5.0 million maximum to be made in the second and
third quarters of 1999. The arrangement calls for repayment of the borrowed
amounts to be made by redemption of shares of common stock beneficially owned by
Dr. Wentz. All shares redeemed through this arrangement will be cancelled. The
Company's redemption of these shares pursuant to the agreement will reduce the
number of shares outstanding, resulting in higher earnings per share than would
have otherwise been achieved. This arrangement also allows Dr. Wentz to achieve
some liquidity in his ownership interest in the Company without creating an
oversupply of available shares in the market. See Item 5, Other Information,
below.
The Company believes that its current cash balance, the available line of
credit and cash provided by operations will be sufficient to cover its needs in
the ordinary course of business for the next 12 months. The Company believes it
may draw on its line of credit to advance funds to Dr. Wentz under its agreement
with him. The Company also believes cash flows from operations will enable the
line to be fully retired by fiscal year end 1999. In the event the Company
experiences an adverse operating environment or unusual capital expenditure
requirements, additional financing may be required. However, no assurance can
be given that additional financing, if required, would be available on favorable
terms. The
14
<PAGE>
Company may also require or seek additional financing, including through the
sale of its equity securities to finance future expansion into new markets,
capital acquisitions associated with the growth of the Company, and for other
reasons. Any financing which involves the sale of equity securities or
instruments convertible into such securities could result in immediate and
possibly significant dilution to existing shareholders.
Year 2000 Issues
The Company is aware of the risks associated with the operation of information
technology and non-information technology systems as the millennium (year 2000)
approaches. The "Year 2000 problem" is pervasive and complex, with the
possibility that it will affect many technology systems and is the result of the
rollover of the two digit year value from "99" to "00". Systems that have date-
sensitive software may recognize a date using "00" as the year 1900 rather than
the year 2000. This could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a temporary inability
to process transactions, send invoices, or engage in similar normal business
activities.
The Company is in the process of assessing its state of readiness, including
the readiness of third parties with which the Company interacts, with respect to
the Year 2000 problem. The assessment will also include an evaluation of the
costs to the Company to correct Year 2000 problems related to its own systems,
which, if uncorrected, could have a material adverse effect on the business,
financial condition or results of operations of the Company. As a part of this
assessment, the Company will also determine the known risks related to the
consequences of failure to correct any Year 2000 problems identified by the
Company and contingency plans, if any, that should be adopted by the Company
should any identified Year 2000 problems not be corrected. The Company will use,
if necessary, both internal and external resources to reprogram, or replace and
test its software for Year 2000 acceptability. However, if such modifications or
conversions are not made, or are not completed timely, the Year 2000 problem
could have a material impact on the operations of the Company. The Company has
initiated formal communications with all of its significant suppliers to
determine the extent to which the Company is vulnerable to those third parties'
failure to remediate their own Year 2000 problems.
Independent of the Year 2000 problem, the Company determined in late 1997 that
the purchase and installation of an Enterprise Resource Planning system (ERP
system) could assist in achieving overall efficiencies. The ERP system will
replace all of the Company's existing resource planning systems except for the
Distribution System. The Company has begun installing the ERP system and expects
the installation to be complete during the third quarter of 1999. The third-
party vendor of the ERP system has certified that its software is Year 2000
compliant according to the Information Technology Association of America.
Therefore, assuming the successful installation of the ERP system, the Company
does not expect any material Year 2000 compliance issues related to its primary
internal business information systems. The Company intends to replace the
Distribution System with two new systems in 1999 and to integrate it with the
ERP system. With respect to third-party providers whose services are critical to
the Company, the Company intends to monitor the efforts of such providers as
they become Year 2000 compliant.
The Company is presently not aware of any Year 2000 issues that have been
encountered by any such third party, which could materially affect the Company's
operations. Based on the most recent assessment, the Company believes that with
modifications to existing software and conversions to new software, any Year
2000 problems that it may have with its own systems can be mitigated.
Notwithstanding the foregoing, there can be no assurance that the Company will
not experience operational difficulties as a result of Year 2000 issues, either
arising out of internal operations, or caused by third-party service providers,
which individually or collectively could have an adverse impact on business
operations or require the Company to incur unanticipated expenses to remedy any
problems.
Inflation
The Company does not believe that inflation has had a material impact on
its historical operations or profitability.
15
<PAGE>
Seasonality
The Company believes that the impact of seasonality on its results of
operations is not material, although historically, growth has been slower in the
fourth quarter of each year. This could change as new markets are opened and
become a more significant part of the Company's business. In addition, the
significant growth experienced by the Company since its inception may make it
difficult to accurately determine seasonal trends.
Forward-Looking Statements
The statements contained in this Report on Form 10-Q that are not purely
historical are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 and Section 21E of the Securities
Exchange Act. These statements represent the Company's expectations, hopes,
beliefs, anticipations, commitments, intentions and strategies regarding the
future. They may be identified by the use of words or phrases such as
"believes," "expects," "anticipates," "should," "plans," "estimates," and
"potential," among others. Forward-looking statements include, but are not
limited to, statements contained in Management's Discussion and Analysis of
Financial Condition and Results of Operations regarding the Company's financial
performance, revenue and expense levels in the future and the sufficiency of its
existing assets to fund future operations and capital spending needs. Readers
are cautioned that actual results could differ materially from the anticipated
results or other expectations expressed in such forward-looking statements for
the reasons detailed in the Company's Annual Report on Form 10-K under the
headings "Description of Business" and "Risk Factors." The fact that some of
the risk factors may be the same or similar to the Company's past reports filed
with the Securities and Exchange Commission means only that the risks are
present in multiple periods. The Company believes that many of the risks
detailed here and in the Company's SEC filings are part of doing business in the
industry in which the Company operates and competes and will likely be present
in all periods reported. The fact that certain risks are endemic to the
industry does not lessen their significance. The forward-looking statements
contained in this Report are made as of the date of this Report and the Company
assumes no obligation to update them or to update the reasons why actual results
could differ from those projected in such forward-looking statements. Among
others, risks and uncertainties that may affect the business, financial
condition, performance, development, and results of operations of the Company
include:
. The Company's dependence upon a network marketing system to distribute
its products;
. Activities of its independent distributors;
. Rigorous government scrutiny of network marketing practices;
. Potential effects of adverse publicity regarding nutritional supplements
or the network marketing industry;
. Reliance on key management personnel, including the Company's President,
Chief Executive Officer and Chairman of the Board of Directors, Dr.
Wentz;
. Extensive government regulation of the Company's products and
manufacturing;
. Risks related to the Company's expansion into international markets;
. Failure of the Company to sustain or manage growth including the failure
to continue to develop new products;
. The possible adverse effects of increased distributor incentives as a
percentage of net sales;
. The Company's reliance on information technology;
. The adverse effect of the Company's loss of a high level sponsoring
distributor together with a group of leading distributors in that
person's downline;
. The loss of product market share or distributors to competitors;
. Potential adverse effect of taxation and transfer pricing regulation or
exchange rate fluctuations or
. The Company's inability or failure to identify and to manage its Year
2000 risks.
16
<PAGE>
Quantitative and Qualitative Disclosures About Market Risk
The Company conducts its business in several countries and intends to continue
to expand its foreign operations. The net sales are affected by fluctuations in
interest rates, currency exchange rates and other uncertainties inherent in
doing business and selling product in more than one currency. In addition, the
operations of the Company are exposed to significant risks associated with
changes in social, political and economic conditions inherent in foreign
operations, including changes in the laws and policies that govern foreign
investment in countries where it has operations as well as, to a lesser extent,
changes in U.S. laws and regulations relating to foreign trade and investment.
Fluctuations in foreign currency exchange rates may favorably or adversely
affect the Company's reported earnings and, accordingly, the comparability of
its period-to-period results of operations. Changes in currency exchange rates
may affect the relative prices at which the Company and foreign competitors sell
their products in the same market. When the value of the U.S. dollar is high in
comparison with the other currencies in which sales are made, this will have a
negative impact on net sales.
To protect against these risks, the Company enters into forward and option
contracts to hedge certain commitments denominated in foreign currency,
including intercompany cash transfers. Transaction hedging activities seek to
protect operating results and cash flows from the potentially adverse effects of
currency exchange fluctuations. The Company believes that its cash management
and investment policies have minimized these risks. However, there can be no
assurance that these practices will be successful in eliminating all or
substantially all of the risks encountered by the Company in connection with its
foreign currency transactions.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is party to certain litigation in the United States Federal
District Court for the District of Connecticut involving the Company's rights to
continue to sell is popular Proflavanol product. These actions have been
disclosed by the Company it its reports filed with the SEC in prior periods.
After the various motions to dismiss had been pending for some time, the
U.S. District Court for the District of Connecticut ordered that the motions be
re-filed as motions for summary judgment, together with statements of
uncontested facts. All parties, including USANA, have re-filed their motions to
dismiss as motions for summary judgment, and International Nutrition Company has
opposed those motions. The motions are now fully briefed and awaiting ruling by
the Court. USANA intends to vigorously defend its right to continue to provide
the Proflavanol brand product to its customers.
Item 5. Other Information
Transactions with the President and CEO
On April 28, 1999, the Company agreed to provide up to $5.0 million to its
President, CEO and Chairman, Dr. Wentz, pursuant to a Promissory Note and
Redemption Agreement ("Agreement"). As of April 30, 1999, the Company had
advanced $1.9 million under this arrangement. Repayment of amounts advanced
under the Agreement, together with interest at prime rate, will be made through
the surrender and redemption of shares of the Company's common stock
beneficially owned by Dr. Wentz, held by Gull Holdings Ltd. ("Gull"). Dr. Wentz
is the sole shareholder of Gull. Gull has pledged shares to secure the payment
and redemption as contemplated by the Agreement. Payment must be made by
redemption of shares on August 31, 1999 in the amount of $2.5 million. The
balance of unpaid principal and accrued interest will be paid by redemption on
December 31, 1999. Dr. Wentz may make up to two interim payments by redemption
of shares prior to August 31, 1999. Up to two additional interim payments may
also be made during the period from September1, 1999 to December 31, 1999. The
number of shares subject to redemption at the time of each payment will be
determined by the
17
<PAGE>
average closing price of the Company's common stock as reported by NASDAQ for
the five trading days preceding a payment date.
Redemption of shares in satisfaction of the Agreement will be anti-dilutive to
other shareholders, reducing the total number of issued and outstanding shares
by the number of shares redeemed. This arrangement also provides some liquidity
of Dr. Wentz's investment in the Company without creating an overhang in the
market and without increasing the supply of available shares when such an act
may otherwise drive down the market price of the Company's common stock. This
arrangement also permits Dr. Wentz to continue toward completion of his Sanoviv
project.
The interest rate charged to Dr. Wentz is the same rate applicable under the
Company's line of credit agreement with its bank. The Company expects that
amounts, if any, drawn under the line of credit for this purpose, will be repaid
in full by the end of fiscal year 1999.
The arrangement was reviewed by the Audit Committee and approved by the
independent directors of the Company. A copy of the Agreement and the related
Stock Pledge Agreement are filed with this Report as exhibits.
18
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
Form 10-Q
For The Quarter Ended April 3, 1999
Exhibit Index
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
3.1 Articles of Incorporation [Incorporated by reference to the Company's Registration Statement on Form 10, File No.
0-21116, effective April 16, 1993]
3.2 Bylaws [Incorporated by reference to the Company's Registration Statement on Form 10, File No. 0-21116, effective
April 16, 1993]
4.1 Specimen Stock Certificate for Common Stock, no par value [Incorporated by reference to the Company's Registration
Statement on Form 10, File No. 0-21116, effective April 16, 1993]
10.1 Business Loan Agreement by and between Bank of America National Trust and Savings Association, d/b/a Seafirst Bank
("Seafirst Bank") and the Company [Incorporated by reference to the Company's Report on Form 10-Q for the period
ended June 27, 1998]
10.2 Loan Modification Agreement by and between Seafirst Bank and the Company [Incorporated by reference to the
Company's Report on Form 10-Q for the period ended June 27, 1998]
10.3 Employment Agreement dated June 1, 1997 by and between the Company and Gilbert A. Fuller [Incorporated by
reference to the Company's Report on Form 10-Q for the period ended June 27, 1998]
10.4 Amended and Restated Long-Term Stock Investment and Incentive Plan [Incorporated by reference to the Company's
Report on Form 10-Q for the period ended June 27, 1998]
10.5 Promissory Note and Redemption Agreement dated April 28, 1999
10.6 Stock Pledge Agreement dated April 28, 1999
11.1 Computation of Net Income per Share (included in Notes to Consolidated Financial Statements)
22.1 Subsidiaries of the Company [Incorporated by reference to the Company's Annual Report on Form 10-K for fiscal year
1998]
27.1 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K.
The Company filed no current reports on Form 8-K during the
quarter ended April 3, 1999.
19
<PAGE>
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.
USANA, INC.
Date: May 17, 1999 By: /s/ Gilbert A. Fuller
------------ ------------------------------
Gilbert A. Fuller
Vice President and Chief
Financial Officer
20
<PAGE>
EXHIBIT 10.5
PROMISSORY NOTE AND REDEMPTION AGREEMENT
Principal: $5,000,000 Date: April 28, 1999
1. Promise to Pay. For value received, Myron W. Wentz ("Borrower"), promises
--------
to pay to the order of USANA, Inc. ("Holder") at 3838 West Parkway Blvd.,
------
Salt Lake City, Utah or such other place as the Holder hereof from time to
time may designate in writing, the principal sum of up to FIVE MILLION
DOLLARS ($5,000,000), plus interest and such other sums as are payable
under the terms of this Note.
2. Payments. All unpaid principal, interest and other sums owing under this
Note shall be due and payable as follows: (a) $2,500,000 on or before
August 31, 1999; and (b) the balance of principal and accrued interest on
or before December 31, 1999 (each of August 31, 1999 and December 31, 1999,
a "Due Date"). Borrower may completely or partially prepay this Note at any
--- ----
time or from time to time without penalty. Payments shall be applied first
to accrued interest, costs and expenses payable under this Note and then to
principal.
3. Interest. Interest shall accrue on the unpaid principal balance from and
after the date hereof at "Prime Rate" as that term is defined in Holder's
----- ----
bank line of credit agreement until this Note is paid in full. At the date
of this Note, the Prime Rate is 7.75% per annum. Upon occurrence of an
Event of Default under that certain Stock Pledge Agreement of even date
herewith ("Stock Pledge Agreement") executed by Gull Holdings Ltd.
----------------------
("Gull"), which prevents the delivery of securities having a Market Value
----
sufficient to make payment in full of any installment or amount when due
hereunder, the unpaid balance of principal then due will bear interest at
the rate of Prime Rate plus 5% until payment of such delinquent amount is
made in full.
4. Method of Payment; Default. Unless prepayment is made by Borrower, amounts
due and owing hereunder will be paid by the immediate and automatic
redemption on each Due Date of shares of common stock of USANA, Inc.
("Shares") beneficially owned by Borrower in the name of Gull having a
------
Market Value (as defined below) equal to the principal and interest then
owing on such Due Date(s). For purposes of this Note and the Stock Pledge
Agreement, the Market Value of Shares surrendered or cancelled in payment
of amounts owing hereunder will be determined by the average closing price
of USANA, Inc. common stock as reported by the Nasdaq Stock Market for the
five trading days preceding the date payment is made. Payment will be made
from the Shares pledged by Gull pursuant to the Stock Pledge Agreement.
Borrower's failure to surrender or cause the surrender of such Shares as
may be required to make a payment when due will not prevent Holder from
instructing its transfer agent to cancel Shares having the Market Value of
the payment then due. Holder may instruct its transfer agent to stop
transfer of Shares held by Gull or to cancel such Shares as may be
necessary to make the payments required hereunder. Borrower consents to
such action by Holder and waives any objection or right to notice of such
action. No additional instruction to the transfer agent will be necessary
other than a copy of this Note and the Holder's notice that payment is due
and the Shares have not been surrendered as contemplated hereunder.
<PAGE>
5. Prepayment. Borrower may make interim payments prior to the Due Dates in
cash or by surrendering Shares or instructing USANA to cancel Shares
pledged by Gull as provided herein. However, not more than two (2) interim
payments by the surrender of Shares may be made from the date hereof
through August 31, 1999, and not more than two (2) such payments may be
made from September 1, 1999 through December 31, 1999.
6. Attorneys' Fees and Costs. If any action, judicial or nonjudicial, is
brought on this Note, or if it is placed in the hands of an attorney for
collection, Borrower promises to pay all of Holder's costs and expenses in
connection therewith, including without limitation the reasonable
attorneys' fees incurred and paid by holder in connection herewith through
any appeal or in bankruptcy.
7. Waivers. The undersigned, all endorsers, and all persons liable or to
become liable on this Note hereby waive presentment, demand, protest and
notice of demand, protest and nonpayment, and any defense or claim that
resort must first be had to any security or to any other person, and
authorize the holder of this Note, without affecting his, her or its
liability hereunder, from time to time, to renew, extend, or change the
time for payment or the other terms of this Note, to take and hold security
for the payment of this Note, to release or exchange the security therefor,
to apply any such security to such obligations as the holder may determine
in its sole discretion, and to release, substitute, or add to those liable
or to become liable on this Note.
8. Governing Law. This Note shall be governed by and construed in accordance
with the laws of the State of Utah, United States of America, without
regard for conflict of law rules, and the parties consent and stipulate to
the jurisdiction and venue in all appropriate courts located in Salt Lake
County, Utah.
BORROWER:
/s/ Myron W. Wentz
-------------------------------
Myron W. Wentz
2
<PAGE>
EXHIBIT 10.6
STOCK PLEDGE AGREEMENT
STOCK PLEDGE AGREEMENT ("Agreement") entered into as of the 28th day of
---------
April 1999, by USANA, Inc., a Utah corporation ("USANA"), Myron W. Wentz, an
-----
individual ("Borrower") and Gull Holdings, Ltd., an Isle of Man corporation
--------
("Pledgor").
- ---------
RECITALS
A. Pledgor, has agreed to pledge certain securities to guarantee the
performance and obligations of Borrower under that certain Promissory Note and
Redemption Agreement of even date hereof in the aggregate principal amount of
$5,000,000, payable to USANA (the "Note"), by this reference incorporated in and
----
made a part of this Agreement. Capitalized terms in this Agreement that are not
identified herein will have the meanings given such terms in the Note.
B. USANA was willing to accept the Note from Borrower only upon receiving
adequate security for the performance of Borrower in the form of Pledgor's
pledge of certain shares of the common stock of USANA, Inc. (the "Shares"), as
------
set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises, the mutual covenants and
conditions contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. Grant of Security Interest. Pledgor grants, pledges, hypothecates,
--------------------------
transfers and assigns to USANA, as collateral and security for the obligations
and performance of Borrower under the Note, the Shares set forth on the attached
Schedule 1 of this Agreement. Pledgor is the sole owner of the Shares.
2. Obligations Secured. During the term hereof, the Shares shall secure
-------------------
all obligations of Borrower to USANA arising under or in connection with the
Note, including the requirement to surrender shares of USANA, Inc. common stock
upon the Due Dates in payment of amounts owing under the Note (all such
obligations, the "Secured Obligations").
-------------------
3. Perfection of Security Interests. Upon execution of this Agreement by
--------------------------------
Pledgor, Pledgor shall deliver and transfer possession of the stock certificates
identified on the signature page of this Agreement (the "Certificates"),
------------
together with stock transfer powers duly executed in blank, with appropriate
Medallion signature guaranty ("Stock Powers"), to USANA or its counsel to be
------------
held until payment is made on the Due Dates under the Note. Pledgor shall also
execute all documents and perform all acts as USANA may reasonably request in
order to perfect and maintain a valid security interest for USANA in the Shares.
USANA and its counsel, as the case may be, shall be bound by the rules of the
Uniform Commercial Code of Utah, as the same may from time to time be amended,
to preserve the Shares and to deliver the same in payment of amounts due under
the Note or as otherwise directed by this Agreement.
4. Pledgor's Warranty of Title. Pledgor represents and warrants to USANA
---------------------------
as follows: (i) that there are no restrictions upon Pledgor's transfer and
pledge of any of the Shares pursuant to the provisions of this Agreement; and
this Agreement constitutes a legal, valid and binding obligation of the Pledgor
enforceable in accordance with its terms, and (ii) that the
<PAGE>
Shares are free and clear of any encumbrances of every nature whatsoever,
Pledgor is the sole owner of the Shares, and such shares are duly authorized,
validly issued, fully paid and non-assessable. Pledgor further agrees not to
grant or create, any security interest, claim, lien, pledge or other encumbrance
with respect to the Shares or attempt to sell, transfer or otherwise dispose of
any of the Shares until the Secured Obligations have been paid in full.
5. Collection of Dividends and Interest. During the term of this
------------------------------------
Agreement, Pledgor is authorized to collect all dividends, distributions,
interest payments, and other amounts that may be, or may become, due on any of
the Shares.
6. Voting Rights. During the term of this Agreement and until such time
-------------
as this Agreement has terminated, Pledgor shall have the right to exercise any
voting rights evidenced by, or relating to, the Shares.
7. Warrants and Options. In the event that, during the term of this
--------------------
Agreement, subscription warrants, dividends, or any other rights or options
shall be issued in connection with the Shares, such warrants, dividends, rights
and options shall be immediately delivered to USANA to be held under the terms
hereof in the same manner as the Shares.
8. Preservation of the Value of the Shares and Reimbursement of USANA.
------------------------------------------------------------------
Pledgor shall pay all taxes, charges, and assessments against the Shares and do
all acts necessary to preserve and maintain the value thereof. On failure of
Pledgor, so to do, USANA may make such payments on account thereof as it deems
desirable, and Pledgor shall reimburse USANA immediately on demand for any and
all such payments expended by USANA in enforcing, collecting, and exercising its
remedies hereunder. The Market Value of the Shares initially delivered upon
execution of this Agreement will be $15,000,000. If at any time during the term
hereof the Market Value of the Shares shall be less than two (2) times the
amounts then due and owing under the Note (as determined in accordance with the
terms of the Note), then at the request of USANA Pledgor will deliver additional
shares of USANA, Inc. common stock such that the aggregate Market Value of all
Shares then held by USANA (including such additional shares) will be at least
three (3) times the amounts then due and owing under the Note and such
additional shares shall be held and used to pay the Secured Obligations in
accordance with this Agreement.
9. Default and Remedies.
--------------------
(a) For purposes of this Agreement, "Event of Default" shall mean
----------------
(i) default in or under any of the Secured Obligations after the
expiration, without cure, of any applicable cure period; and
(ii) a breach by a Pledgor of any of its representations,
warranties, covenants or agreements in this Agreement.
(b) During the term of this Agreement, USANA shall have the following
rights after any Event of Default and for so long as the Secured Obligations are
not satisfied in full to the extent then due:
2
<PAGE>
(i) the rights and remedies provided by the Uniform Commercial Code
as adopted by the State of Utah (as said law may at any time be amended);
(ii) the right to receive and retain all dividends, payments and
other distributions of any kind upon any or all of the Shares;
(iii) the right to cancel or cause to be canceled any or all of the
Shares having a Market Value sufficient to cover the amounts then due and owing.
10. Waiver. Pledgor waives any right that it may have to require USANA to
------
proceed against any other person, or proceed against or exhaust any other
security, or pursue any other remedy USANA may have.
11. Term of Agreement. This Agreement shall continue in full force and
-----------------
effect until the payment in full of all Secured Obligations through the
cancellation of Shares as contemplated by the Note and release of the security
interest as to any Shares not required to satisfy such Secured Obligations.
Upon termination of this Agreement, the Shares then remaining and not canceled
under the Note shall be returned within five (5) business days to Pledgor or its
counsel.
12. General Provisions.
------------------
12.1 Binding Agreement. This Agreement shall be binding upon and shall
-----------------
inure to the benefit of the successors and assigns of the respective parties
hereto.
12.2 Captions. The headings used in this Agreement are inserted for
--------
reference purposes only and shall not be deemed to define, limit, extend,
describe, or affect in any way the meaning, scope or interpretation of any of
the terms or provisions of this Agreement or the intent hereof.
12.3 Counterparts. This Agreement may be signed in any number of
------------
counterparts with the same effect as if the signatures upon any counterpart were
upon the same instrument. All signed counterparts shall be deemed to be one
original.
12.4 Further Assurances. The parties hereto agree that, from time to
------------------
time upon the written request of any party hereto, they will execute and deliver
such further documents and do such other acts and things as such party may
reasonably request, including notification of USANA's stock transfer agent, in
order fully to effect the purposes of this Agreement.
12.5 Waiver of Breach. Any waiver by any party of any breach of any
----------------
kind or character whatsoever by another party hereto, whether such be direct or
implied, shall not be construed as a continuing waiver of or consent to any
subsequent breach of this Agreement.
12.6 Cumulative Remedies. The rights and remedies of the parties
-------------------
hereto shall be construed cumulatively, and none of such rights and remedies
shall be exclusive of, or in lieu or limitation of any other right, remedy, or
priority allowed by applicable law.
3
<PAGE>
12.7 Amendment. This Agreement may be modified only in a written document
---------
that refers to this Agreement and is executed by USANA and by Pledgor.
12.8 Interpretation. This Agreement shall be interpreted, construed, and
--------------
enforced according to the substantive laws of the State of Utah.
12.9 Attorneys' Fees. In the event any action or proceeding is brought by
---------------
any party hereto to enforce the provisions of this Agreement, the prevailing
party in such action shall be entitled to recover its costs and reasonable
attorneys' fees, whether such sums are expended with or without suit, at trial,
or on appeal.
12.10 Notice. Any notice or other communication required or permitted to
------
be given hereunder shall be effective upon receipt. Such notices may be sent
(i) in the United States mail, postage prepaid and certified, (ii) by express
courier with receipt, (iii) by facsimile transmission, with a copy subsequently
delivered as in (i) or (ii) above. Any such notice shall be addressed or
transmitted as follows:
If to Pledgor: Gull Holdings, Ltd.
----------------------------------
Unit 1300 Summerhill Business Park
----------------------------------
Victoria Road, Douglas
----------------------------------
Isle of Man
----------------------------------
If to USANA: USANA, Inc.
3838 West Parkway Blvd.
Salt Lake City, Utah 84120-6336
Attn. Gilbert A. Fuller, CFO
or such other address as may be designated in writing hereafter, in the same
manner, by such Person.
12.11 Acknowledgement by Pledgor. In the event that any provision of the
--------------------------
Note or this Agreement as applied to any party or circumstances shall be
adjudged by a court to be invalid or unenforceable, Pledgor acknowledges and
agrees that this Agreement shall remain valid and enforceable in all respects
against Pledgor.
[The remainder of this page is intentionally left blank. The signatures of the
parties appear on the following page.]
4
<PAGE>
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day,
month and year first above written.
USANA, Inc.
By: /s/ Gilbert A. Fuller
--------------------------------------------
Its: Vice President and Chief Financial Officer
-------------------------------------------
GULL HOLDINGS, LTD.
By: /s/ Iain Gardiner
-------------------------------------------
Its: Director
------------------------------------------
By: /s/ Stephen M. Eppleston
-------------------------------------------
Its: Director
------------------------------------------
- ------------------------------------
Borrower
5
<PAGE>
SCHEDULE 1
The following shares are pledged hereunder as the Shares, each certificate
in the name of Gull Holdings, Ltd.:
Certificate No. No. of Shares
---------------- -------------
6
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0000896264
<NAME> USANA, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-01-2000
<PERIOD-START> JAN-03-1999
<PERIOD-END> APR-03-1999
<CASH> 3,376
<SECURITIES> 0
<RECEIVABLES> 1,679
<ALLOWANCES> 219
<INVENTORY> 10,629
<CURRENT-ASSETS> 18,861
<PP&E> 29,213
<DEPRECIATION> 6,802
<TOTAL-ASSETS> 41,333
<CURRENT-LIABILITIES> 7,825
<BONDS> 0
0
0
<COMMON> 9,183
<OTHER-SE> 23,664
<TOTAL-LIABILITY-AND-EQUITY> 41,333
<SALES> 31,323
<TOTAL-REVENUES> 31,323
<CGS> 6,383
<TOTAL-COSTS> 21,509
<OTHER-EXPENSES> (34)
<LOSS-PROVISION> 82
<INTEREST-EXPENSE> 6
<INCOME-PRETAX> 3,465
<INCOME-TAX> 1,337
<INCOME-CONTINUING> 2,128
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,128
<EPS-PRIMARY> .16
<EPS-DILUTED> .16
</TABLE>
