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
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging Growth Company
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¨
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•
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Matters relating to our audit committee's independent review into sales of our products in certain international markets;
|
•
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Non-compliance by our independent distributors with applicable legal requirements or our policies and procedures;
|
•
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Potential adverse effects on our business and stock price due to ineffective internal controls;
|
•
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Inability to manage financial reporting and internal control systems and processes and maintain appropriate level of internal control over financial reporting;
|
•
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Inability to properly manage, motivate and retain our independent distributors or to attract new independent distributors on an ongoing basis;
|
•
|
Inability to manage existing markets, open new international markets or expand our operations;
|
•
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Inability of new products and technological innovations to gain distributor or market acceptance;
|
•
|
Inability to execute our product launch process due to increased pressure on our supply chain, information systems and management;
|
•
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Inability to appropriately manage our inventory;
|
•
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Disruptions in our information technology systems;
|
•
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Inability to protect against cyber security risks and to maintain the integrity of data;
|
•
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Inability to comply with financial covenants imposed by our credit facility and the impact of debt service obligations and restrictive debt covenants;
|
•
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International trade or foreign exchange restrictions, increased tariffs, foreign currency exchange fluctuations;
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•
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Deterioration of global economic conditions;
|
•
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Exposure to environmental liabilities stemming from past operations and property ownership;
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•
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Dependence upon a few products for revenue;
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•
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High quality materials for our products may become difficult to obtain or expensive;
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•
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Dependence on third parties to manufacture our products;
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•
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Disruptions to the transportation channels used to distribute our products;
|
•
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We may be subject to a product recall;
|
•
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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 skin care 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 management team could harm our business;
|
•
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Loss of, or inability to attract, key personnel;
|
•
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We may 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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Our inability to protect our intellectual property rights;
|
•
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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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Potential delisting of our common stock due to non-compliance with Nasdaq's continued listing requirements;
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•
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Inability to raise future capital when needed or complete desired acquisitions;
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•
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Volatility of the market price of our common stock;
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•
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Substantial sales of shares may negatively impact the market price of our common stock; and
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•
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Dilution of outstanding voting shares if holders of our existing warrants and options exercise their securities for shares of common stock and future vesting of Performance Stock Units.
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PAGE
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Item 1.
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||
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||
|
||
|
||
|
||
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||
Item 2.
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Item 3.
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||
Item 4.
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||
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Item 1.
|
||
Item 1A.
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||
Item 2.
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||
Item 3.
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||
Item 4.
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||
Item 5.
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||
Item 6.
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||
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As of,
|
||||||
|
March 31, 2017
|
|
June 30, 2016
|
||||
(In thousands, except per share data)
|
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
9,202
|
|
|
$
|
7,883
|
|
Accounts receivable
|
1,151
|
|
|
1,552
|
|
||
Income tax receivable
|
2,631
|
|
|
—
|
|
||
Inventory, net
|
19,145
|
|
|
25,116
|
|
||
Current deferred income tax asset
|
—
|
|
|
2,776
|
|
||
Prepaid expenses and deposits
|
5,718
|
|
|
5,082
|
|
||
Total current assets
|
37,847
|
|
|
42,409
|
|
||
|
|
|
|
||||
Property and equipment, net
|
2,878
|
|
|
3,456
|
|
||
Intangible assets, net
|
1,665
|
|
|
1,744
|
|
||
Long-term deferred income tax asset
|
3,018
|
|
|
1,130
|
|
||
Other long-term assets
|
1,335
|
|
|
1,520
|
|
||
TOTAL ASSETS
|
$
|
46,743
|
|
|
$
|
50,259
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
6,493
|
|
|
$
|
8,891
|
|
Commissions payable
|
6,851
|
|
|
7,719
|
|
||
Income tax payable
|
—
|
|
|
1,206
|
|
||
Other accrued expenses
|
9,567
|
|
|
8,734
|
|
||
Current portion of long-term debt
|
2,000
|
|
|
2,000
|
|
||
Total current liabilities
|
24,911
|
|
|
28,550
|
|
||
|
|
|
|
||||
Long-term debt
|
|
|
|
||||
Principal amount
|
6,000
|
|
|
7,500
|
|
||
Less: unamortized discount and deferred offering costs
|
(68
|
)
|
|
(91
|
)
|
||
Long-term debt, net of unamortized discount and deferred offering costs
|
5,932
|
|
|
7,409
|
|
||
Other long-term liabilities
|
2,005
|
|
|
2,169
|
|
||
Total liabilities
|
32,848
|
|
|
38,128
|
|
||
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 14,232 and 14,028 issued and outstanding as of March 31, 2017 and June 30, 2016, respectively
|
14
|
|
|
14
|
|
||
Additional paid-in capital
|
120,462
|
|
|
120,150
|
|
||
Accumulated deficit
|
(106,552
|
)
|
|
(108,076
|
)
|
||
Accumulated other comprehensive income (loss)
|
(29
|
)
|
|
43
|
|
||
Total stockholders’ equity
|
13,895
|
|
|
12,131
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
46,743
|
|
|
$
|
50,259
|
|
|
For the Three Months Ended March 31,
|
|
For the Nine Months Ended March 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
(In thousands, except per share data)
|
|
|
|
|
|
|
|
||||||||
Revenue, net
|
$
|
45,007
|
|
|
$
|
56,160
|
|
|
$
|
148,848
|
|
|
$
|
153,507
|
|
Cost of sales
|
8,233
|
|
|
9,714
|
|
|
24,565
|
|
|
24,531
|
|
||||
Gross profit
|
36,774
|
|
|
46,446
|
|
|
124,283
|
|
|
128,976
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Commissions and incentives
|
22,843
|
|
|
28,185
|
|
|
72,679
|
|
|
77,525
|
|
||||
Selling, general and administrative
|
13,708
|
|
|
14,630
|
|
|
48,695
|
|
|
42,117
|
|
||||
Total operating expenses
|
36,551
|
|
|
42,815
|
|
|
121,374
|
|
|
119,642
|
|
||||
Operating income
|
223
|
|
|
3,631
|
|
|
2,909
|
|
|
9,334
|
|
||||
Other expense:
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(131
|
)
|
|
(1,808
|
)
|
|
(406
|
)
|
|
(3,176
|
)
|
||||
Other expense, net
|
(32
|
)
|
|
(46
|
)
|
|
(353
|
)
|
|
(256
|
)
|
||||
Total other expense
|
(163
|
)
|
|
(1,854
|
)
|
|
(759
|
)
|
|
(3,432
|
)
|
||||
Income before income taxes
|
60
|
|
|
1,777
|
|
|
2,150
|
|
|
5,902
|
|
||||
Income tax (expense) benefit
|
1
|
|
|
(774
|
)
|
|
(626
|
)
|
|
(2,233
|
)
|
||||
Net income
|
$
|
61
|
|
|
$
|
1,003
|
|
|
$
|
1,524
|
|
|
$
|
3,669
|
|
Net income per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.00
|
|
|
$
|
0.07
|
|
|
$
|
0.11
|
|
|
$
|
0.27
|
|
Diluted
|
$
|
0.00
|
|
|
$
|
0.07
|
|
|
$
|
0.11
|
|
|
$
|
0.26
|
|
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
13,915
|
|
|
13,734
|
|
|
13,858
|
|
|
13,721
|
|
||||
Diluted
|
14,105
|
|
|
14,128
|
|
|
14,122
|
|
|
14,072
|
|
||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
26
|
|
|
102
|
|
|
(72
|
)
|
|
128
|
|
||||
Other comprehensive income (loss), net of tax
|
$
|
26
|
|
|
$
|
102
|
|
|
$
|
(72
|
)
|
|
$
|
128
|
|
Comprehensive income
|
$
|
87
|
|
|
$
|
1,105
|
|
|
$
|
1,452
|
|
|
$
|
3,797
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive Income (Loss)
|
|
Total
|
|||||||||||||
|
Shares
|
|
Amount
|
|
||||||||||||||||||
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balances, June 30, 2016
|
14,028
|
|
|
$
|
14
|
|
|
$
|
120,150
|
|
|
$
|
(108,076
|
)
|
|
$
|
43
|
|
|
$
|
12,131
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
1,653
|
|
|
—
|
|
|
—
|
|
|
1,653
|
|
|||||
Exercise of options and warrants
|
75
|
|
|
—
|
|
|
(1,341
|
)
|
|
—
|
|
|
—
|
|
|
(1,341
|
)
|
|||||
Issuance of shares related to restricted stock
|
166
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Shares canceled or surrendered as payment of tax withholding
|
(37
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(72
|
)
|
|
(72
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
1,524
|
|
|
—
|
|
|
1,524
|
|
|||||
Balances, March 31, 2017
|
14,232
|
|
|
$
|
14
|
|
|
$
|
120,462
|
|
|
$
|
(106,552
|
)
|
|
$
|
(29
|
)
|
|
$
|
13,895
|
|
|
For the Nine Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
(In thousands)
|
|
|
|
||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net income
|
$
|
1,524
|
|
|
$
|
3,669
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
1,224
|
|
|
1,424
|
|
||
Stock-based compensation
|
1,792
|
|
|
1,577
|
|
||
Amortization of deferred financing fees
|
9
|
|
|
229
|
|
||
Amortization of debt discount
|
14
|
|
|
178
|
|
||
Write-off of capitalized debt transaction costs pursuant to debt refinance
|
—
|
|
|
1,544
|
|
||
Deferred income tax
|
888
|
|
|
37
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Increase in receivables
|
(2,287
|
)
|
|
(1,006
|
)
|
||
Decrease / (increase) in inventory
|
5,724
|
|
|
(7,683
|
)
|
||
Decrease in prepaid expenses and deposits
|
1,564
|
|
|
570
|
|
||
Decrease in long-term assets
|
90
|
|
|
250
|
|
||
(Decrease) / increase in accounts payable
|
(4,561
|
)
|
|
737
|
|
||
(Decrease) / increase in accrued expenses
|
(796
|
)
|
|
3,955
|
|
||
(Decrease) / increase in other long-term liabilities
|
(564
|
)
|
|
717
|
|
||
Net Cash Provided by Operating Activities
|
4,621
|
|
|
6,198
|
|
||
Cash Flows from Investing Activities:
|
|
|
|
||||
Purchase of equipment
|
(464
|
)
|
|
(499
|
)
|
||
Net Cash Used in Investing Activities
|
(464
|
)
|
|
(499
|
)
|
||
Cash Flows from Financing Activities:
|
|
|
|
||||
Proceeds from term loan
|
—
|
|
|
10,000
|
|
||
Payment of deferred financing fees
|
—
|
|
|
(99
|
)
|
||
Excess tax benefit from stock-based compensation
|
(1,380
|
)
|
|
361
|
|
||
Payment on term loan
|
(1,500
|
)
|
|
(21,625
|
)
|
||
Exercise of options and warrants
|
40
|
|
|
108
|
|
||
Net Cash Used in Financing Activities
|
(2,840
|
)
|
|
(11,255
|
)
|
||
Foreign Currency Effect on Cash
|
2
|
|
|
145
|
|
||
Increase (decrease) in Cash and Cash Equivalents:
|
1,319
|
|
|
(5,411
|
)
|
||
Cash and Cash Equivalents — beginning of period
|
7,883
|
|
|
13,905
|
|
||
Cash and Cash Equivalents — end of period
|
$
|
9,202
|
|
|
$
|
8,494
|
|
Non Cash Investing and Financing Activities:
|
|
|
|
||||
Increase in property and equipment/other long-term liabilities
|
$
|
116
|
|
|
$
|
—
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
|
|
|
|
||||
Cash paid for interest
|
$
|
338
|
|
|
$
|
1,216
|
|
Cash paid for income taxes
|
$
|
4,455
|
|
|
$
|
1,373
|
|
|
March 31,
2017 |
|
June 30,
2016 |
||||
Finished goods
|
$
|
9,459
|
|
|
$
|
14,852
|
|
Raw materials
|
9,686
|
|
|
10,264
|
|
||
Total inventory
|
$
|
19,145
|
|
|
$
|
25,116
|
|
|
For the Three Months Ended March 31,
|
|
For the Nine Months Ended March 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
61
|
|
|
$
|
1,003
|
|
|
$
|
1,524
|
|
|
$
|
3,669
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Basic weighted-average common shares outstanding
|
13,915
|
|
|
13,734
|
|
|
13,858
|
|
|
13,721
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Stock awards and options
|
190
|
|
|
321
|
|
|
264
|
|
|
281
|
|
||||
Warrants
|
—
|
|
|
73
|
|
|
—
|
|
|
70
|
|
||||
Diluted weighted-average common shares outstanding
|
14,105
|
|
|
14,128
|
|
|
14,122
|
|
|
14,072
|
|
||||
Net income per share, basic
|
$
|
0.00
|
|
|
$
|
0.07
|
|
|
$
|
0.11
|
|
|
$
|
0.27
|
|
Net income per share, diluted
|
$
|
0.00
|
|
|
$
|
0.07
|
|
|
$
|
0.11
|
|
|
$
|
0.26
|
|
|
For the Three Months Ended March 31,
|
|
For the Nine Months Ended March 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Americas
|
$
|
34,379
|
|
|
$
|
44,012
|
|
|
$
|
112,127
|
|
|
$
|
118,793
|
|
Asia/Pacific & Europe
|
10,628
|
|
|
12,148
|
|
|
36,721
|
|
|
34,714
|
|
||||
Total revenues
|
$
|
45,007
|
|
|
$
|
56,160
|
|
|
$
|
148,848
|
|
|
$
|
153,507
|
|
|
For the Three Months Ended March 31,
|
|
For the Nine Months Ended March 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
United States
|
$
|
33,681
|
|
|
$
|
42,565
|
|
|
$
|
107,834
|
|
|
$
|
114,822
|
|
Japan
|
$
|
9,141
|
|
|
$
|
9,023
|
|
|
$
|
29,246
|
|
|
$
|
26,836
|
|
Fiscal Year Ending June 30,
|
Amount
|
||
2017 (remaining three months ending June 30, 2017)
|
$
|
500
|
|
2018
|
2,000
|
|
|
2019
|
5,500
|
|
|
|
$
|
8,000
|
|
•
|
Our scientifically-validated products, including our Protandim
®
product line, LifeVantage TrueScience
®
, Petandim™, Axio
®
and PhysIQ™;
|
|
Active Preferred Customers By Region
|
|
|
|
|
||||||||||||
|
March 31,
|
|
|
|
|
||||||||||||
|
2017
|
|
2016
|
|
Change from Prior Year
|
|
Percent Change
|
||||||||||
Americas
|
89,000
|
|
|
80.2
|
%
|
|
97,000
|
|
|
82.2
|
%
|
|
(8,000
|
)
|
|
(8.2
|
)%
|
Asia/Pacific & Europe
|
22,000
|
|
|
19.8
|
%
|
|
21,000
|
|
|
17.8
|
%
|
|
1,000
|
|
|
4.8
|
%
|
|
111,000
|
|
|
100.0
|
%
|
|
118,000
|
|
|
100.0
|
%
|
|
(7,000
|
)
|
|
(5.9
|
)%
|
|
Active Independent Distributors By Region
|
|
|
|
|
||||||||||||
|
March 31,
|
|
|
|
|
||||||||||||
|
2017
|
|
2016
|
|
Change from Prior Year
|
|
Percent Change
|
||||||||||
Americas
|
46,000
|
|
|
73.0
|
%
|
|
49,000
|
|
|
69.0
|
%
|
|
(3,000
|
)
|
|
(6.1
|
)%
|
Asia/Pacific & Europe
|
17,000
|
|
|
27.0
|
%
|
|
22,000
|
|
|
31.0
|
%
|
|
(5,000
|
)
|
|
(22.7
|
)%
|
|
63,000
|
|
|
100.0
|
%
|
|
71,000
|
|
|
100.0
|
%
|
|
(8,000
|
)
|
|
(11.3
|
)%
|
|
For the Three Months Ended March 31,
|
|
|
|
For the Nine Months Ended March 31,
|
|
|
||||||||||||||
|
2017
|
|
2016
|
|
% Change
|
|
2017
|
|
2016
|
|
% Change
|
||||||||||
United States
|
$
|
33,681
|
|
|
$
|
42,565
|
|
|
(20.9
|
)%
|
|
$
|
107,834
|
|
|
$
|
114,822
|
|
|
(6.1
|
)%
|
Other
|
698
|
|
|
1,447
|
|
|
(51.8
|
)%
|
|
4,293
|
|
|
3,971
|
|
|
8.1
|
%
|
||||
Americas Total
|
$
|
34,379
|
|
|
$
|
44,012
|
|
|
(21.9
|
)%
|
|
$
|
112,127
|
|
|
$
|
118,793
|
|
|
(5.6
|
)%
|
|
For the Three Months Ended March 31,
|
|
|
|
For the Nine Months Ended March 31,
|
|
|
||||||||||||||
|
2017
|
|
2016
|
|
% Change
|
|
2017
|
|
2016
|
|
% Change
|
||||||||||
Japan
|
$
|
9,141
|
|
|
$
|
9,023
|
|
|
1.3
|
%
|
|
$
|
29,246
|
|
|
$
|
26,836
|
|
|
9.0
|
%
|
Hong Kong
|
286
|
|
|
2,160
|
|
|
(86.8
|
)%
|
|
3,630
|
|
|
5,339
|
|
|
(32.0
|
)%
|
||||
Other
|
1,201
|
|
|
965
|
|
|
24.5
|
%
|
|
3,845
|
|
|
2,539
|
|
|
51.4
|
%
|
||||
Asia/Pacific & Europe Total
|
$
|
10,628
|
|
|
$
|
12,148
|
|
|
(12.5
|
)%
|
|
$
|
36,721
|
|
|
$
|
34,714
|
|
|
5.8
|
%
|
|
For the Three Months Ended March 31,
|
|
For the Nine Months Ended March 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Contractual interest expense:
|
|
|
|
|
|
|
|
||||||||
2013 Term Loan
|
$
|
—
|
|
|
$
|
262
|
|
|
$
|
—
|
|
|
$
|
1,216
|
|
2016 Term Loan
|
105
|
|
|
—
|
|
|
338
|
|
|
—
|
|
||||
Amortization of deferred financing fees:
|
|
|
|
|
|
|
|
||||||||
2013 Term Loan
|
—
|
|
|
869
|
|
|
—
|
|
|
1,098
|
|
||||
2016 Term Loan
|
4
|
|
|
—
|
|
|
10
|
|
|
—
|
|
||||
Amortization of debt discount:
|
|
|
|
|
|
|
|
||||||||
2013 Term Loan
|
—
|
|
|
676
|
|
|
—
|
|
|
854
|
|
||||
2016 Term Loan
|
4
|
|
|
—
|
|
|
14
|
|
|
—
|
|
||||
Other
|
18
|
|
|
1
|
|
|
44
|
|
|
8
|
|
||||
Total interest expense
|
$
|
131
|
|
|
$
|
1,808
|
|
|
$
|
406
|
|
|
$
|
3,176
|
|
•
|
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
|
$
|
8,000
|
|
|
$
|
2,000
|
|
|
$
|
6,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest on long-term debt obligations
|
625
|
|
|
362
|
|
|
263
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease obligations
|
9,724
|
|
|
1,701
|
|
|
3,911
|
|
|
4,112
|
|
|
—
|
|
|||||
Total
|
$
|
18,349
|
|
|
$
|
4,063
|
|
|
$
|
10,174
|
|
|
$
|
4,112
|
|
|
$
|
—
|
|
•
|
distributor enrollment requirements by country, including the requirement of sufficient and appropriate oversight and senior management approvals for any changes to such country-specific policies;
|
•
|
approved distributor payment and collection policies by country, including the requirement of sufficient and appropriate oversight and senior management approvals for any changes to such country-specific policies;
|
•
|
approved shipping, order fulfillment and customs import policies by country, including the requirement of sufficient and appropriate oversight and senior management approvals for any changes to such country-specific policies; and
|
•
|
approval requirements for transactions between us and independent distributors outside of our approved compensation plans.
|
|
LIFEVANTAGE CORPORATION
|
|
|
Date: May 10, 2017
|
/s/
Darren Jensen
|
|
Darren Jensen
Chief Executive Officer
(Principal Executive Officer)
|
|
|
Date: May 10, 2017
|
/s/
Steven R. Fife
|
|
Steven R. Fife
Chief Financial Officer
(Principal Financial Officer)
|
Exhibit No.
|
|
Document Description
|
|
Filed Herewith or Incorporate by Reference From
|
|
|
|
|
|
10.1
|
|
Separation Agreement and General Release between Mark Jaggi and the Company
|
|
Filed herewith
|
|
|
|
|
|
10.2
|
|
Service Agreement, by and between Cerius Interim Executive Solutions and the Company, dated January 18, 2017
|
|
Exhibit 10.1 to Form 8-K filed on January 18, 2017
|
|
|
|
|
|
10.3+
|
|
Offer Letter, by and between Charles J. Wach and the Company, dated February 22, 2017
|
|
Exhibit 10.1 to Form 8-K filed on March 9, 2017
|
|
|
|
|
|
10.4+
|
|
Key Employee Benefits Package by and between Charles J. Wach and the Company, dated February 27, 2017
|
|
Exhibit 10.2 to Form 8-K filed on March 9, 2017
|
|
|
|
|
|
10.5+
|
|
Offer Letter, by and between Steven R. Fife and the Company, dated March 6, 2017
|
|
Filed herewith
|
|
|
|
|
|
10.6+
|
|
Key Employee Benefits Package by and between Steven R. Fife and the Company, dated March 6, 2017
|
|
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 March 31, 2017 formatted in XBRL (extensible Business Reporting Language): (i) Unaudited Condensed Consolidated Balance Sheets at March 31, 2017 and June 30, 2016; (ii) Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Income for the three and nine months ended March 31, 2017 and 2016; (iii) Unaudited Condensed Consolidated Statement of Stockholders’ Equity for the nine months ended March 31, 2017; (iv) Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2017 and 2016; and (v) Notes to Unaudited Condensed Consolidated Financial Statements, tagged as blocks of text
|
|
Filed herewith
|
*
|
|
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
|
+
|
|
Management contract or compensatory plan or arrangement.
|
•
|
Salary:
Annual gross starting salary of $330,000 paid in installments by direct deposit.
|
•
|
Performance Bonuses:
Subject to approval by the Board of Directors each fiscal year and beginning in FY18, participation in the Employee Bonus Plan at the Executive level with a target bonus of 50% of your annual base pay. If your start date is in March 2017, you will also be eligible for the FY17 Q4 personal goal.
|
•
|
Signing Bonus:
On your first regular paycheck, you will receive an additional $25,000 as a signing bonus. Should you voluntarily leave your employment with LifeVantage within your first year of employment, you will be responsible to repay this to LifeVantage.
|
•
|
Equity:
Upon approval of the Board of Directors, an equity grant in the amount of 90,000 restricted stock units vesting 30,000 at year one, 30,000 at year two and 30,000 at year three. After the initial new hire grant, participation annually in the executive equity plan beginning in FY18.
|
•
|
Benefits:
Executive benefits as described in the attached Key Executive Benefits Agreement.
|
•
|
Moving Expenses:
The Company will assist you with relocation expenses:
|
o
|
Reasonable moving costs as outlined in the relocation package with receipts;
|
o
|
Closing and associated realtor costs on your home in Texas and on a new home in Utah;
|
o
|
Temporary living expenses up to six months;
|
o
|
Commutation expenses during the interim- we prefer you use our travel agency to book travel; and
|
o
|
Two house hunting trips with your wife.
|
Sincerely,
Michelle Oborn
Vice President Human Resources
|
Agreed to and accepted this ___ day of March, 2017.
Steven Fife
|
a.
|
Life Insurance
|
b.
|
Long Term Disability
|
c.
|
Short Term Disability
|
d.
|
Health Insurance
|
e.
|
Dental Insurance
|
f.
|
Vision Insurance
|
Name
|
|
Title
|
|
Target Annual Incentive
|
Steve Fife
|
|
Chief Financial Officer
|
|
50%
|
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/
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/ Steven R. Fife
|
Steven R. Fife
|
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
/ Steven R. Fife
|
Steven R. Fife
|
Chief Financial Officer
|
(Principal Financial Officer)
|