ý
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QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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COLORADO
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|
90-0224471
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(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer
Identification No.)
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Large accelerated filer
|
¨
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Accelerated filer
|
ý
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Non-accelerated filer
|
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
|
•
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Inability to strengthen our business and properly manage distractions among our distributors in Japan;
|
•
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Inability to manage existing markets, open new international markets or expand our operations;
|
•
|
Inability of new products to gain distributor or market acceptance;
|
•
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Our inability to execute our product launch process due to increased pressure on our supply chain, information systems and management;
|
•
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Disruptions in our information technology systems;
|
•
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Inability to comply with financial covenants imposed by our credit facility;
|
•
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Inability to protect against cyber security risks and to maintain the integrity of data;
|
•
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The impact of our debt service obligations and restrictive debt covenants;
|
•
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Claims against us as a result of our independent distributors failing to comply with applicable legal requirements or our policies and procedures;
|
•
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International trade or foreign exchange restrictions, increased tariffs, foreign currency exchange;
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•
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Deterioration of global economic conditions;
|
•
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Inability to maintain appropriate level of internal control over financial reporting;
|
•
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Inability to raise additional capital if needed;
|
•
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Exposure to environmental liabilities stemming from past operations and property ownership;
|
•
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Dependence upon a few products for revenue;
|
•
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Inability to retain independent distributors or to attract new independent distributors on an ongoing basis;
|
•
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High quality material for our products may become difficult to obtain or expensive;
|
•
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Improper actions by our independent distributors that violate laws or regulations;
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•
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Dependence on third parties to manufacture our products;
|
•
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Disruptions to the transportation channels used to distribute our products;
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•
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We may be subject to a product recall;
|
•
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Government regulations on direct selling activities in our various markets may prohibit or severely restrict our business model;
|
•
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Unfavorable publicity on our business or products;
|
•
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Our direct selling program could be found to not be in compliance with current or newly adopted laws or regulations in various markets;
|
•
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Legal proceedings may be expensive and time consuming;
|
•
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Strict government regulations on our business;
|
•
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Regulations governing the production or marketing of our products;
|
•
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Risk of investigatory and enforcement action by the federal trade commission;
|
•
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Government authorities may question our tax positions or transfer pricing policies or change their laws in a manner that could increase our effective tax rate or otherwise harm our business;
|
•
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Failure to comply with anti-corruption laws;
|
•
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Inability to build and integrate our new management team could harm our business;
|
•
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Loss of, or inability to attract, key personnel;
|
•
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We could be held responsible for certain taxes or assessments relating to the activity of our independent distributors;
|
•
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Competition in the dietary supplement market;
|
•
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Third party claims that we infringe on their intellectual property;
|
•
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Product liability claims against us;
|
•
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Economic, political, foreign exchange and other risks associated with international operations;
|
•
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Volatility of the market price of our common stock;
|
•
|
Substantial sales of shares may negatively impact the market price of our common stock;
|
•
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Significant dilution of outstanding voting shares if holders of our existing warrants and options exercise their securities for shares of common stock;
|
•
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We have not paid dividends on our capital stock, and we do not currently anticipate paying dividends in the foreseeable future; and
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•
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Other factors not specifically described above, including the other risks, uncertainties, and contingencies described under “Business”, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Items 1, 1A and 7 of our Annual Report on Form 10-K for the year ended June 30, 2015.
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PAGE
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Item 1.
|
||
|
||
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||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
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||
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Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
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||
Item 5.
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||
Item 6.
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||
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As of,
|
||||||
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March 31, 2016
|
|
June 30, 2015
|
||||
(In thousands, except per share data)
|
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
8,494
|
|
|
$
|
13,905
|
|
Accounts receivable
|
2,042
|
|
|
1,031
|
|
||
Income tax receivable
|
2,226
|
|
|
2,179
|
|
||
Inventory
|
17,002
|
|
|
9,248
|
|
||
Current deferred income tax asset
|
1,086
|
|
|
1,117
|
|
||
Prepaid expenses and deposits
|
4,855
|
|
|
2,995
|
|
||
Total current assets
|
35,705
|
|
|
30,475
|
|
||
|
|
|
|
||||
Property and equipment, net
|
4,981
|
|
|
5,759
|
|
||
Intangible assets, net
|
1,778
|
|
|
1,879
|
|
||
Long-term deferred income tax asset
|
229
|
|
|
235
|
|
||
Other long-term assets
|
1,427
|
|
|
1,433
|
|
||
TOTAL ASSETS
|
$
|
44,120
|
|
|
$
|
39,781
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
5,938
|
|
|
$
|
2,614
|
|
Commissions payable
|
8,291
|
|
|
6,505
|
|
||
Other accrued expenses
|
9,067
|
|
|
5,600
|
|
||
Current portion of long-term debt
|
2,000
|
|
|
11,141
|
|
||
Total current liabilities
|
25,296
|
|
|
25,860
|
|
||
|
|
|
|
||||
Long-term debt
|
|
|
|
||||
Principal amount
|
8,000
|
|
|
10,484
|
|
||
Less: unamortized discount and deferred offering costs
|
(99
|
)
|
|
(1,951
|
)
|
||
Long-term debt, net of unamortized discount and deferred offering costs
|
7,901
|
|
|
8,533
|
|
||
Other long-term liabilities
|
2,084
|
|
|
2,063
|
|
||
Total liabilities
|
35,281
|
|
|
36,456
|
|
||
Commitments and contingencies - Note 6
|
|
|
|
||||
Stockholders’ equity
|
|
|
|
||||
Preferred stock — par value $0.001 per share, 50,000 shares authorized, no shares issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock — par value $0.001 per share, 250,000 shares authorized and 14,008 and 13,958 issued and outstanding as of March 31, 2016 and June 30, 2015, respectively
|
14
|
|
|
14
|
|
||
Additional paid-in capital
|
119,374
|
|
|
117,657
|
|
||
Accumulated deficit
|
(110,426
|
)
|
|
(114,095
|
)
|
||
Accumulated other comprehensive loss
|
(123
|
)
|
|
(251
|
)
|
||
Total stockholders’ equity
|
8,839
|
|
|
3,325
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
44,120
|
|
|
$
|
39,781
|
|
|
For the Three Months Ended March 31,
|
|
For the Nine Months Ended March 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
(In thousands, except per share data)
|
|
|
|
|
|
|
|
||||||||
Revenue, net
|
$
|
56,160
|
|
|
$
|
45,155
|
|
|
$
|
153,507
|
|
|
$
|
145,035
|
|
Cost of sales
|
9,714
|
|
|
7,552
|
|
|
24,531
|
|
|
20,717
|
|
||||
Gross profit
|
46,446
|
|
|
37,603
|
|
|
128,976
|
|
|
124,318
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Commissions and incentives
|
28,185
|
|
|
21,637
|
|
|
77,525
|
|
|
69,406
|
|
||||
Selling, general and administrative
|
14,630
|
|
|
14,481
|
|
|
42,117
|
|
|
42,572
|
|
||||
Total operating expenses
|
42,815
|
|
|
36,118
|
|
|
119,642
|
|
|
111,978
|
|
||||
Operating income
|
3,631
|
|
|
1,485
|
|
|
9,334
|
|
|
12,340
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(1,808
|
)
|
|
(748
|
)
|
|
(3,176
|
)
|
|
(2,341
|
)
|
||||
Other income (expense), net
|
(46
|
)
|
|
(13
|
)
|
|
(256
|
)
|
|
(56
|
)
|
||||
Total other income (expense)
|
(1,854
|
)
|
|
(761
|
)
|
|
(3,432
|
)
|
|
(2,397
|
)
|
||||
Income before income taxes
|
1,777
|
|
|
724
|
|
|
5,902
|
|
|
9,943
|
|
||||
Income tax expense
|
(774
|
)
|
|
(151
|
)
|
|
(2,233
|
)
|
|
(3,182
|
)
|
||||
Net income
|
$
|
1,003
|
|
|
$
|
573
|
|
|
$
|
3,669
|
|
|
$
|
6,761
|
|
Net income per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.07
|
|
|
$
|
0.04
|
|
|
$
|
0.27
|
|
|
$
|
0.48
|
|
Diluted
|
$
|
0.07
|
|
|
$
|
0.04
|
|
|
$
|
0.26
|
|
|
$
|
0.47
|
|
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
13,734
|
|
|
13,724
|
|
|
13,721
|
|
|
13,969
|
|
||||
Diluted
|
14,128
|
|
|
13,961
|
|
|
14,072
|
|
|
14,256
|
|
||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
102
|
|
|
1
|
|
|
128
|
|
|
(78
|
)
|
||||
Other comprehensive income (loss), net of tax
|
$
|
102
|
|
|
$
|
1
|
|
|
$
|
128
|
|
|
$
|
(78
|
)
|
Comprehensive income
|
$
|
1,105
|
|
|
$
|
574
|
|
|
$
|
3,797
|
|
|
$
|
6,683
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
|
|||||||||||||
|
Shares
|
|
Amount
|
|
||||||||||||||||||
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balances, June 30, 2015
|
13,958
|
|
|
$
|
14
|
|
|
$
|
117,657
|
|
|
$
|
(114,095
|
)
|
|
$
|
(251
|
)
|
|
$
|
3,325
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
1,249
|
|
|
—
|
|
|
—
|
|
|
1,249
|
|
|||||
Exercise of options and warrants
|
22
|
|
|
—
|
|
|
468
|
|
|
—
|
|
|
—
|
|
|
468
|
|
|||||
Issuance of shares related to restricted stock
|
76
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Shares canceled or surrendered as payment of tax withholding
|
(48
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
128
|
|
|
128
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
3,669
|
|
|
—
|
|
|
3,669
|
|
|||||
Balances, March 31, 2016
|
14,008
|
|
|
$
|
14
|
|
|
$
|
119,374
|
|
|
$
|
(110,426
|
)
|
|
$
|
(123
|
)
|
|
$
|
8,839
|
|
|
For the Nine Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
(In thousands)
|
|
|
|
||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net income
|
$
|
3,669
|
|
|
$
|
6,761
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
1,424
|
|
|
1,738
|
|
||
Stock-based compensation
|
1,577
|
|
|
1,505
|
|
||
Amortization of deferred financing fees
|
229
|
|
|
189
|
|
||
Amortization of debt discount
|
178
|
|
|
147
|
|
||
Write-off of capitalized debt transaction costs pursuant to debt refinance
|
1,544
|
|
|
—
|
|
||
Deferred income tax
|
37
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
(Increase) / decrease in receivables
|
(1,006
|
)
|
|
1,130
|
|
||
Increase in inventory
|
(7,683
|
)
|
|
(2,502
|
)
|
||
Decrease in prepaid expenses and deposits
|
570
|
|
|
793
|
|
||
Decrease in long-term assets
|
250
|
|
|
813
|
|
||
Increase / (decrease) in accounts payable
|
737
|
|
|
(67
|
)
|
||
Increase / (decrease) in accrued expenses
|
3,955
|
|
|
(1,488
|
)
|
||
Increase / (decrease) in other long-term liabilities
|
717
|
|
|
(58
|
)
|
||
Net Cash Provided by Operating Activities
|
6,198
|
|
|
8,961
|
|
||
Cash Flows from Investing Activities:
|
|
|
|
||||
Purchase of equipment
|
(499
|
)
|
|
(1,103
|
)
|
||
Net Cash Used in Investing Activities
|
(499
|
)
|
|
(1,103
|
)
|
||
Cash Flows from Financing Activities:
|
|
|
|
||||
Proceeds from term loan
|
10,000
|
|
|
—
|
|
||
Payment of deferred financing fees
|
(99
|
)
|
|
—
|
|
||
Excess tax benefit from stock-based compensation
|
361
|
|
|
148
|
|
||
Repurchase of company stock
|
—
|
|
|
(9,850
|
)
|
||
Payment on term loan
|
(21,625
|
)
|
|
(3,525
|
)
|
||
Exercise of options and warrants
|
108
|
|
|
428
|
|
||
Net Cash Used in Financing Activities
|
(11,255
|
)
|
|
(12,799
|
)
|
||
Foreign Currency Effect on Cash
|
145
|
|
|
(93
|
)
|
||
Decrease in Cash and Cash Equivalents:
|
(5,411
|
)
|
|
(5,034
|
)
|
||
Cash and Cash Equivalents — beginning of period
|
13,905
|
|
|
20,387
|
|
||
Cash and Cash Equivalents — end of period
|
$
|
8,494
|
|
|
$
|
15,353
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
|
|
|
|
||||
Cash paid for interest
|
$
|
1,216
|
|
|
$
|
2,004
|
|
Cash paid for income taxes
|
$
|
1,373
|
|
|
$
|
1,816
|
|
|
March 31,
2016 |
|
June 30,
2015 |
||||
Finished goods
|
$
|
8,913
|
|
|
$
|
5,783
|
|
Raw materials
|
8,089
|
|
|
3,465
|
|
||
Total inventory
|
$
|
17,002
|
|
|
$
|
9,248
|
|
|
For the Three Months Ended March 31,
|
|
For the Nine Months Ended March 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
1,003
|
|
|
$
|
573
|
|
|
$
|
3,669
|
|
|
$
|
6,761
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Basic weighted-average common shares outstanding
|
13,734
|
|
|
13,724
|
|
|
13,721
|
|
|
13,969
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Stock awards and options
|
321
|
|
|
167
|
|
|
281
|
|
|
214
|
|
||||
Warrants
|
73
|
|
|
70
|
|
|
70
|
|
|
73
|
|
||||
Diluted weighted-average common shares outstanding
|
14,128
|
|
|
13,961
|
|
|
14,072
|
|
|
14,256
|
|
||||
Net income per share, basic
|
$
|
0.07
|
|
|
$
|
0.04
|
|
|
$
|
0.27
|
|
|
$
|
0.48
|
|
Net income per share, diluted
|
$
|
0.07
|
|
|
$
|
0.04
|
|
|
$
|
0.26
|
|
|
$
|
0.47
|
|
|
For the Three Months Ended March 31,
|
|
For the Nine Months Ended March 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Americas
|
$
|
44,012
|
|
|
$
|
32,901
|
|
|
$
|
118,793
|
|
|
$
|
104,397
|
|
Asia/Pacific & Europe
|
12,148
|
|
|
12,254
|
|
|
34,714
|
|
|
40,638
|
|
||||
Total revenues
|
$
|
56,160
|
|
|
$
|
45,155
|
|
|
$
|
153,507
|
|
|
$
|
145,035
|
|
|
For the Three Months Ended March 31,
|
|
For the Nine Months Ended March 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
United States
|
$
|
42,565
|
|
|
$
|
31,715
|
|
|
$
|
114,822
|
|
|
$
|
100,428
|
|
Japan
|
$
|
9,023
|
|
|
$
|
9,678
|
|
|
$
|
26,836
|
|
|
$
|
32,313
|
|
Fiscal Year Ending June 30,
|
Amount
|
||
2016 (remaining three months ending June 30, 2016)
|
$
|
500
|
|
2017
|
2,000
|
|
|
2018
|
2,000
|
|
|
2019
|
5,500
|
|
|
|
$
|
10,000
|
|
•
|
Our scientifically-validated products, including Protandim®, LifeVantage TrueScience®, Canine Health®, Axio® and PhysIQ™;
|
|
Active Preferred Customers By Region
|
|
|
|
|
||||||||||||
|
March 31,
|
|
|
|
|
||||||||||||
|
2016
|
|
2015
|
|
Change from Prior Year
|
|
Percent Change
|
||||||||||
Americas
|
97,000
|
|
|
82.2
|
%
|
|
93,000
|
|
|
81.6
|
%
|
|
4,000
|
|
|
4.3
|
%
|
Asia/Pacific & Europe
|
21,000
|
|
|
17.8
|
%
|
|
21,000
|
|
|
18.4
|
%
|
|
—
|
|
|
—
|
%
|
|
118,000
|
|
|
100.0
|
%
|
|
114,000
|
|
|
100.0
|
%
|
|
4,000
|
|
|
3.5
|
%
|
|
Active Independent Distributors By Region
|
|
|
|
|
||||||||||||
|
March 31,
|
|
|
|
|
||||||||||||
|
2016
|
|
2015
|
|
Change from Prior Year
|
|
Percent Change
|
||||||||||
Americas
|
49,000
|
|
|
69.0
|
%
|
|
44,000
|
|
|
66.7
|
%
|
|
5,000
|
|
|
11.4
|
%
|
Asia/Pacific & Europe
|
22,000
|
|
|
31.0
|
%
|
|
22,000
|
|
|
33.3
|
%
|
|
—
|
|
|
—
|
%
|
|
71,000
|
|
|
100.0
|
%
|
|
66,000
|
|
|
100.0
|
%
|
|
5,000
|
|
|
7.6
|
%
|
|
For the Three Months Ended March 31,
|
|
|
|
For the Nine Months Ended March 31,
|
|
|
||||||||||||||
|
2016
|
|
2015
|
|
% Change
|
|
2016
|
|
2015
|
|
% Change
|
||||||||||
United States
|
$
|
42,565
|
|
|
$
|
31,715
|
|
|
34.2
|
%
|
|
$
|
114,822
|
|
|
$
|
100,428
|
|
|
14.3
|
%
|
Other
|
1,447
|
|
|
1,186
|
|
|
22.0
|
%
|
|
3,971
|
|
|
3,969
|
|
|
0.1
|
%
|
||||
Americas Total
|
$
|
44,012
|
|
|
$
|
32,901
|
|
|
33.8
|
%
|
|
$
|
118,793
|
|
|
$
|
104,397
|
|
|
13.8
|
%
|
|
For the Three Months Ended March 31,
|
|
|
|
For the Nine Months Ended March 31,
|
|
|
||||||||||||||
|
2016
|
|
2015
|
|
% Change
|
|
2016
|
|
2015
|
|
% Change
|
||||||||||
Japan
|
$
|
9,023
|
|
|
$
|
9,678
|
|
|
(6.8
|
)%
|
|
$
|
26,836
|
|
|
$
|
32,313
|
|
|
(16.9
|
)%
|
Hong Kong
|
2,160
|
|
|
1,469
|
|
|
47.0
|
%
|
|
5,339
|
|
|
4,546
|
|
|
17.4
|
%
|
||||
Other
|
965
|
|
|
1,107
|
|
|
(12.8
|
)%
|
|
2,539
|
|
|
3,779
|
|
|
(32.8
|
)%
|
||||
Asia/Pacific & Europe Total
|
$
|
12,148
|
|
|
$
|
12,254
|
|
|
(0.9
|
)%
|
|
$
|
34,714
|
|
|
$
|
40,638
|
|
|
(14.6
|
)%
|
|
For the Three Months Ended March 31,
|
|
For the Nine Months Ended March 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Contractual interest expense:
|
|
|
|
|
|
|
|
||||||||
2013 Term Loan
|
$
|
262
|
|
|
$
|
632
|
|
|
$
|
1,216
|
|
|
$
|
2,004
|
|
Amortization of deferred financing fees:
|
|
|
|
|
|
|
|
||||||||
2013 Term Loan
|
869
|
|
|
65
|
|
|
1,098
|
|
|
189
|
|
||||
Amortization of debt discount:
|
|
|
|
|
|
|
|
||||||||
2013 Term Loan
|
676
|
|
|
50
|
|
|
854
|
|
|
147
|
|
||||
Other
|
1
|
|
|
1
|
|
|
8
|
|
|
1
|
|
||||
Total interest expense
|
$
|
1,808
|
|
|
$
|
748
|
|
|
$
|
3,176
|
|
|
$
|
2,341
|
|
•
|
Maintain a minimum fixed charge coverage ratio (as defined in the March 2016 Loan Agreement) of at least
1.50
to
1.00
at the end of each fiscal quarter, measured on a trailing twelve month basis;
|
•
|
Maintain minimum consolidated working capital (as defined in the March 2016 Loan Agreement) at the end of each fiscal quarter of at least
$5.0 million
;
|
•
|
Maintain a ratio of funded debt to EBITDA (as defined in the March 2016 Loan Agreement) of not greater than
2.00
to
1.00
at the end of each quarter, measured on a trailing twelve month basis; and
|
•
|
Have a tangible net worth (as defined in the March 2016 Loan Agreement) of at least
$4.0 million
by the end of our 2016 fiscal year and maintain that minimum tangible net worth thereafter, measured annually at fiscal year-end.
|
|
|
|
Payments due by period
|
||||||||||||||||
Contractual Obligations
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
Thereafter
|
||||||||||
Long-term debt obligations
|
$
|
10,000
|
|
|
$
|
2,000
|
|
|
$
|
8,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest on long-term debt obligations
|
1,089
|
|
|
464
|
|
|
625
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease obligations
|
12,117
|
|
|
2,510
|
|
|
4,172
|
|
|
4,103
|
|
|
1,332
|
|
|||||
Total
|
$
|
23,206
|
|
|
$
|
4,974
|
|
|
$
|
12,797
|
|
|
$
|
4,103
|
|
|
$
|
1,332
|
|
|
LIFEVANTAGE CORPORATION
|
|
|
Date: May 4, 2016
|
/s/
Darren Jensen
|
|
Darren Jensen
Chief Executive Officer
(Principal Executive Officer)
|
|
|
Date: May 4, 2016
|
/s/
Mark Jaggi
|
|
Mark Jaggi
Chief Financial Officer
(Principal Financial Officer)
|
Exhibit No.
|
|
Document Description
|
|
Filed Herewith or Incorporate by Reference From
|
|
|
|
|
|
10.1
|
|
Loan Agreement, dated March 30, 2016, by and between Z.B., N.A., LifeVantage Corporation and Lifeline Nutraceuticals Corporation
|
|
Exhibit 10.1 to Form 8-K filed on April 4, 2016
|
|
|
|
|
|
10.2
|
|
Security Agreement, dated March 30, 2016, by and between Z.B., N.A., LifeVantage Corporation, and Lifeline Nutraceuticals Corporation
|
|
Exhibit 10.2 to Form 8-K filed on April 4, 2016
|
|
|
|
|
|
10.3#
|
|
Form of Amended and Restated Stock Unit Agreement for the LifeVantage Corporation 2010 Long-Term Incentive Plan
|
|
Filed herewith
|
|
|
|
|
|
31.1
|
|
Certification of principal executive officer pursuant to Rule 13a-14(a)/15d-14(a)
|
|
Filed herewith
|
|
|
|
|
|
31.2
|
|
Certification of principal financial officer pursuant to Rule 13a-14(a)/15d-14(a)
|
|
Filed herewith
|
|
|
|
|
|
32.1*
|
|
Certification of principal executive officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
|
|
|
|
|
32.2*
|
|
Certification of principal financial officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
|
|
|
|
|
101
|
|
The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2015 formatted in XBRL (extensible Business Reporting Language): (i) Unaudited Condensed Consolidated Balance Sheets at March 31, 2016 and June 30, 2015; (ii) Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Income for the three and nine months ended March 31, 2016 and 2015; (iii) Unaudited Condensed Consolidated Statement of Stockholders’ Equity for the nine months ended March 31, 2016; (iv) Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2016 and 2015; and (v) Notes to Unaudited Condensed Consolidated Financial Statements, tagged as blocks of text
|
|
Filed herewith
|
#
|
Management contract or compensatory plan
|
*
|
This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. 1350, and is not being filed for purposes of Section 18 of the Exchange Act and is not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing
|
Participant:
|
|
|
|
|
|
(Signature
|
|||
|
|
|
|
|
Company:
|
|
|
|
|
|
(Signature
|
|||
|
|
|
|
|
Title:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
The Plan, Other Agreements and Definitions
|
The text of the Plan is incorporated in this Restated Agreement by reference. You and the Company agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Restated Agreement. Unless otherwise defined in this Restated Agreement, certain capitalized terms used in this Restated Agreement are defined in the Plan.
This Restated Agreement and the Plan constitute the entire understanding between you and the Company regarding this Award of Stock Units. Any prior agreements, commitments or negotiations are superseded.
For purposes of this Restated Agreement, the following terms have the below defined meanings:
“
Absolute Value Goal
” means, for the Performance Period, a comparison of the Company TSR for the Performance Period to the numbers specified in the left column of the below matrix with the portion of the Target Stock Units that are subject to achievement of the Absolute Value Goal for the Performance Period becoming Vested Performance Units (rounded down to the nearest whole number) in accordance with the right column of the below matrix (with straight line interpolation for any Company TSR falling between the below measurements):
|
||
|
|
|
|
|
|
|
Company TSR
For Performance Period
|
|
Percentage of Target Stock Units that
become Vested Performance Units
|
|
|
1.50 or above
|
|
200%
|
|
|
1.25
|
|
150%
|
|
|
1.00
|
|
100%
|
|
|
0.95
|
|
50%
|
|
|
0.90 or less
|
|
0%
|
|
|
|
|
|
|
|
“
Begin Company Price
” means the volume weighted average closing price per Share for the last twenty (20) market trading days immediately prior to the commencement of the Performance Period.
“
Begin ETF Price
” means the volume weighted average closing price per ETF share for the last twenty (20) market trading days immediately prior to the commencement of the Performance Period.
“
Company TSR
” means the quotient of the End Company Price divided by the Begin Company Price.
“
End Company Price
” means the volume weighted average closing price per Share for the last twenty (20) market trading days in the Performance Period. The End Company Price shall also be adjusted to reflect the reinvestment of any dividends issued by the Company during the Performance Period (which are assumed to be reinvested as of the applicable ex-dividend date), as well as other adjustments contemplated by Section 11(a) of the Plan.
“
End ETF Price
” means the volume weighted average closing price per ETF share for the last twenty (20) market trading days in the Performance Period. The End ETF Price shall also be adjusted to reflect the reinvestment of any dividends issued by the ETF during the Performance Period (which are assumed to be reinvested as of the applicable ex-dividend date).
“
ETF
”
means the Vanguard Russell 2000 exchange traded fund (or such successor fund or such replacement exchange traded fund as selected by the Committee in the event that the Vanguard Russell 2000 exchange traded fund is no longer publicly traded).
“
ETF TSR
” means the quotient of the End ETF Price divided by the Begin ETF Price.
“
Performance Period
” means the time period commencing on January 1, 2016 and extending through December 31, 2018 provided however that the Performance Period shall end earlier upon the date of any Change in Control occurring prior to December 31, 2018.
“
Qualifying Termination
” means that Participant’s Service was terminated after December 31, 2016 due to one of the following events: (i) Participant’s death, (ii) Participant’s Disability or (iii) Participant’s experiencing a Separation due to termination by the Company of Participant’s employment without Cause.
“
Relative TSR Multiple
” means the quotient of the Company TSR divided by the ETF TSR.
|
2.
|
Award of Stock Units
|
The number of Target Stock Units awarded by the Company to Participant is shown on the cover sheet of this Restated Agreement. The Award is subject to the terms and conditions of this Restated Agreement and the Plan.
|
2.
|
Vesting
|
As of the Date of this Restated Agreement, none of the Stock Units subject to this Restated Agreement are vested and it is substantially uncertain as of such date whether the Award would vest under the terms of either the Prior Agreement or this Restated Agreement. Only Vested Performance Units are eligible to be exchanged for Shares. For any Stock Unit to become a Vested Performance Unit, two separate vesting requirements (i.e., Service-Based vesting and Performance-Based vesting) must each be satisfied as specified below.
Service-Based Vested Requirement:
Subject to the next sentence, the Service-Based Vested requirements will be satisfied upon the end of the Performance Period only if Participant has continuously remained in Service from the Date of Award through the end of the Performance Period. If there is a Qualifying Termination after December 31, 2016 and before the end of the Performance Period, then the following number of Stock Units (rounded to the nearest whole number) shall become Service-Based Vested at the end of the Performance Period (and those Stock Units that do not become Service-Based Vested shall be forfeited without consideration): (i) the quotient of the number of days elapsed during the period beginning January 1, 2016 and ending on the date of the Qualifying Termination (determined as of the Termination Date) divided by 1,096, which is the total number of days in the 2016, 2017 and 2018 calendar years (provided that if the Performance Period ends before December 31, 2018 then only the total number of days that occurred from January 1, 2016 through the end of the Performance Period shall be used in the denominator), multiplied by (ii) the number of Target Stock Units. No unvested Stock Units can become Service-Based Vested after Participant’s Service has terminated for any reason and any Stock Units that are not Service-Based Vested shall be forfeited without consideration on the Participant’s Termination Date.
|
|
|
Performance-Based Vested Requirement:
The Performance-Based Vested requirements are described in this section. There are two separate Performance Goals for the Performance Period. Fifty percent of the Target Stock Units shall be subject to the Absolute Value Goal for the Performance Period. The other fifty percent of the Target Stock Units shall be subject to the Relative Value Goal for the Performance Period. As soon as practicable but in any event within thirty (30) days after the end of the Performance Period, the Committee will determine the degree of satisfaction for the Performance Period’s respective Performance Goals and will determine what number of the Stock Units subject to that Performance Period’s Performance Goals will no longer be eligible to become Performance-Based Vested and which are therefore forfeited without consideration upon such Committee determination. Notwithstanding the foregoing, the Committee will make all such performance vesting determinations no later than immediately before the occurrence of any Change in Control, with the Performance Period being deemed to end on the effective date of the Change in Control. The number of remaining Stock Units (if any) that have not been forfeited after the Committee’s final determinations under this section shall then become Performance-Based Vested.
In the event that your Service ceases prior to Stock Units becoming Vested Performance Units, you will upon your Termination Date forfeit to the Company without consideration all of the then-unvested Stock Units subject to this Award; provided however that, if you experience a Qualifying Termination, then upon your Termination Date you will forfeit to the Company without consideration only those then-unvested Stock Units that cannot become Vested Performance Units at the end of the Performance Period.
See Appendix A to this Restated Agreement for examples of
how the vesting formula applies to the Target Stock Units to determine the number of Stock Units earned based on achievement levels.
|
4.
|
Settlement
|
To the extent a Stock Unit becomes a Vested Performance Unit and subject to your satisfaction of any tax withholding obligations as discussed below, each Vested Performance Unit will entitle you to receive one Share which will be distributed to you within thirty days after the vesting date (or upon any earlier Change in Control) in exchange for such Vested Performance Unit. Issuance of such Shares shall be in complete satisfaction of such Vested Performance Units. Such settled Stock Units shall be immediately cancelled and no longer outstanding and you shall have no further rights or entitlements related to those settled Stock Units.
|
5.
|
Leaves of Absence
|
For purposes of this Award, your Service does not terminate when you go on a
bona fide
leave of absence that was approved by the Company in writing, if the terms of the leave provide for Service crediting, or when Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends unless you immediately return to active work.
The Company determines which leaves count for this purpose (along with determining the effect of a leave of absence on vesting of the Award), and when your Service terminates for all purposes under the Plan.
|
6.
|
Restrictions on
Issuance |
The Company will not issue any Shares if the issuance of such Shares at that time would violate any law or regulation.
|
7.
|
Withholding Taxes
|
You will be solely responsible for payment of any and all applicable taxes, including without limitation any penalties or interest based upon such tax obligations, associated with this Award.
The delivery to you of any Shares underlying Vested Performance Units will not be permitted unless and until you have satisfied any withholding or other taxes that may be due as prescribed in the following sentences. Any such tax withholding obligations shall be settled by the Company withholding and retaining a portion of the Shares from the Shares that would otherwise be deliverable to you under the Vested Performance Units as provided in the next two sentences. Such withheld Shares will be applied to pay the withholding obligation by using the aggregate fair market value of the withheld Shares measured as of the date of vesting of the underlying Stock Units. You will be delivered the net amount of vested Shares after the Share withholding has been effected and you will not receive the withheld Shares. The Company will not deliver any fractional number of Shares and to the extent needed, you will need to timely provide the Company with cash or the Company will in its discretion withhold or offset from your other compensation to cover any tax withholding not satisfied by the foregoing share withholding process.
|
8.
|
Code Section 409A
|
This Award is intended to be exempt from Code Section 409A and will be interpreted to the maximum extent possible in a manner consistent with that intention. If the Award is determined not to be exempt, then it is intended to comply with Code Section 409A and will be interpreted to the maximum extent possible in a manner consistent with that intention. Section 4(i) of the Plan will apply to this Award to the extent needed.
|
9.
|
Restrictions on Resale
|
By signing this Restated Agreement, you agree not to sell, transfer, dispose of, pledge, hypothecate, make any short sale of, or otherwise effect a similar transaction of any Shares acquired under this Award at a time when applicable laws, regulations or Company or underwriter trading policies prohibit the sale or disposition of Shares.
If the sale of Shares acquired under this Award is not registered under the Securities Act, but an exemption is available which requires an investment representation or other representation and warranty, you shall represent and agree that the Shares being acquired are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations and warranties as are deemed necessary or appropriate by the Company and its counsel.
You may also be required, as a condition of this Award, to enter into any Company shareholder agreement or other agreements that are applicable to shareholders.
|
10.
|
Transfer of Award
|
You cannot gift, transfer, assign, alienate, pledge, hypothecate, attach, sell, or encumber this Award. If you attempt to do any of these things, this Award will immediately become invalid. You may, however, dispose of this Award in your will or it may be transferred by the laws of descent and distribution. Regardless of any marital property settlement agreement, the Company is not obligated to recognize your spouse’s interest in your Award in any other way.
|
11.
|
Retention Rights
|
Your Award or this Restated Agreement does not give you the right to be retained by the Company (or any Parent or any Subsidiaries or Affiliates) in any capacity. The Company (or any Parent and any Subsidiaries or Affiliates) reserves the right to terminate your Service at any time and for any reason.
This Award and the Shares subject to the Award are not intended to constitute or replace any pension rights or compensation and are not to be considered compensation of a continuing or recurring nature, or part of your normal or expected compensation, and in no way represent any portion of your salary, compensation or other remuneration for any purpose, including but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.
|
12.
|
Shareholder Rights
|
As a holder of Stock Units, you shall have no rights other than those of a general creditor of the Company. Subject to the terms of this Restated Agreement, a holder of outstanding Stock Units has none of the rights and privileges of a shareholder of the Company, including no right to vote or to receive dividends (if any). Subject to the terms and conditions of this Restated Agreement, Stock Units create no fiduciary duty of the Company to you and only represent an unfunded and unsecured contractual obligation of the Company. The Stock Units shall not be treated as property or as a trust fund of any kind.
You, or your estate, shall have no rights as a shareholder of the Company with regard to the Award until you have been issued the applicable Shares by the Company and have satisfied all other conditions specified in Section 4(g) of the Plan. No adjustment shall be made for cash or stock dividends or other rights for which the record date is prior to the date when such applicable Shares are issued, except as provided in the Plan.
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13.
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Adjustments
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In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of outstanding Stock Units covered by this Award may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. Your Stock Units shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity.
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14.
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Legends
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All certificates representing the Shares issued under this Award (if any) may, where applicable, have endorsed thereon the following legends and any other legends the Company determines appropriate:
“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.”
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|
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“THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”
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24.
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Other Information
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You agree to receive shareholder information, including copies of any annual report, proxy statement and periodic report, from the Company’s website at www.lifevantage.com, if the Company wishes to provide such information through its website. You acknowledge that copies of the Plan, Plan prospectus, Plan information and shareholder information are also available upon written or telephonic request to the Committee and/or the Board.
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25.
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Further Assistance
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You agree to provide assistance reasonably requested by the Company in connection with actions taken by you while providing services to the Company, including but not limited to assistance in connection with any lawsuits or other claims against the Company arising from events during the period in which you rendered service to the Company.
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26.
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Notice
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All notices, requests, demands, claims, and other communications under this Restated Agreement shall be in writing. Any notice, request, demand, claim, or other communication under this Restated Agreement shall be deemed duly given if (and then two business days after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient at the address set forth below the recipient’s signature to this Restated Agreement. Either party to this Restated Agreement may send any notice, request, demand, claim, or other communication under this Restated Agreement to the intended recipient at such address using any other means (including personal delivery, expedited courier, messenger service, telecopy, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient. Either party to this Restated Agreement may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other party notice in the manner set forth in this section.
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•
|
Per the Restated Agreement, 50,000 of the Target Stock Units (50%) relate to the Absolute Value Goal and 50,000 to the Relative Value Goal (50%).
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•
|
The Maximum Number of Stock Units under the Award is 200,000 (or 100,000 for each of the Absolute Value and Relative Value Goals).
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•
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This is determined by applying the following formula: the sum of (A) 100% (which is the Absolute Value Goal matrix percentage that corresponds to a Company TSR of 1.00) plus (B) the result obtained from ((1.20 – 1.00) divided by 0.25) with such quotient multiplied by 50%. This produces a result of 40% for clause (B) which, when added to the 100% from clause (A), generates the total percentage of 140%.
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•
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Thus, the number of Stock Units for the Performance Period that are subject to the Absolute Value Goal vesting condition (50,000) is multiplied by 140% (and then rounded down to the nearest whole number) in order to determine how many of such Stock Units could become Performance-Based Vested.
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•
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This is determined by applying the following formula: the sum of (A) 150% (which is the Relative Value Goal matrix percentage that corresponds to a Relative TSR Multiple of 1.125) plus (B) the result obtained from ((1.130 – 1.125) divided by 0.125) with such quotient multiplied by 50%. This produces a result of 2% for clause (B) which when added to the 150% from clause (A) generates the total percentage of 152%.
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•
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Thus, the number of Stock Units for the Performance Period that are subject to the Relative Value Goal vesting condition (50,000) is multiplied by 152% (and then rounded down to the nearest whole number) in order to determine how many of such Stock Units could become Performance-Based Vested.
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1.
|
I have reviewed this quarterly report on Form 10-Q of LifeVantage Corporation;
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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;
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3.
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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;
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4.
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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:
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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;
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b.
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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;
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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
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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
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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 registrant’s internal control over financial reporting.
|
/s/
Darren Jensen
|
Darren Jensen
|
President and Chief Executive Officer
|
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of LifeVantage Corporation;
|
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 registrant’s internal control over financial reporting.
|
/s/
Mark Jaggi
|
Mark Jaggi
|
Chief Financial Officer
|
(Principal Financial Officer)
|
1)
|
The report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2)
|
The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/
Darren Jensen
|
Darren Jensen
|
President and Chief Executive Officer
|
(Principal Executive Officer)
|
1)
|
The report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2)
|
The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/
Mark Jaggi
|
Mark Jaggi
|
Chief Financial Officer
|
(Principal Financial Officer)
|