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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 ______________________________
 FORM 8-K
 ______________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 2, 2023
 ______________________________
LIFEVANTAGE CORPORATION
(Exact name of registrant as specified in its charter)
______________________________
Delaware 001-35647 90-0224471
(State or other jurisdiction of
incorporation or organization)
(Commission File Number) (IRS Employer
Identification No.)
3300 Triumph Blvd, Suite 700
Lehi, Utah 84043
(Address of principal executive offices, including zip code)
(801) 432-9000
(Registrant's telephone number)
_____________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $0.0001 LFVN The Nasdaq Stock Market LLC
Title of each class Trading Symbol(s) Name of each exchange on which registered
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02.    Results of Operations and Financial Condition.
On February 2, 2023, the Company issued a press release announcing its financial results for the three and six months ended December 31, 2022. A copy of the Company’s press release is attached as Exhibit 99.1 to this report and incorporated by reference.
The information furnished in this Item 2.02 and the exhibit hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01.    Financial Statements and Exhibits.
(d)    Exhibits
Exhibit No.
Description

99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)





SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: February 2, 2023 By: LIFEVANTAGE CORPORATION

/s/ Carl A. Aure
Name: Carl A. Aure
Title: Chief Financial Officer

EX-99.1 2 earningsrelease_q2fy23.htm EX-99.1 Document
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LifeVantage Announces Financial Results for the
Second Quarter of Fiscal 2023

Salt Lake City, UT, February 2, 2023, LifeVantage Corporation (Nasdaq: LFVN) today reported financial results for its second fiscal quarter ended December 31, 2022.
Second Quarter Fiscal 2023 Summary*:
•Revenue of $53.7 million, an increase of 2.8% from the prior year period. Excluding the negative impact of foreign currency fluctuations, second quarter revenue was up approximately 7.4%;
•Revenue in the Americas increased 14.4% including a 15.4% increase in the United States. Revenue in Asia/Pacific & Europe decreased 20.2% and was down approximately 7.0% excluding the negative impact of foreign currency fluctuations;
•Total active accounts declined 8.6% from the prior year period to 149,000, reflecting a decline of 7.1% in the Americas and a 12.0% decline in Asia/Pacific & Europe;
•Net loss per diluted share were $0.08, versus net income of $0.01 per diluted share a year ago;
•Adjusted loss per diluted share were $0.07, versus adjusted earnings per diluted share of $0.05 a year ago;
•Adjusted EBITDA of $0.8 million, compared to $1.9 million a year ago; and
•Strong balance sheet with $17.4 million of cash and no debt.
* All comparisons are on a year over year basis and compare the second quarter of fiscal 2023 to the second quarter of fiscal 2022, unless otherwise noted.
“We reached a positive inflection point in the second quarter, delivering year-over-year revenue growth of 7.4% on a constant currency basis including a 15.4% increase in the U.S.,” said Steve Fife, President and Chief Executive Officer of LifeVantage. “Our latest results reflect strong execution against our key priorities along with the continuation of robust sales from our innovative Liquid Collagen product that launched in June. LV360, the strategic transformation we recently announced, will help us build on this momentum by strengthening the alignment between Consultants and Customers with a new compensation plan and customer loyalty program that will go live on March 1st. Coupled with our strong innovation pipeline, including three new products launching concurrently, along with our expanding international distribution across core products and markets, our LV360 strategy solidifies our leadership as an Activation company and positions us for growth and improved profitability.”
Second Quarter Fiscal 2023 Results
For the second quarter of fiscal 2023, the Company reported revenue of $53.7 million, a 2.8% increase over the second quarter of fiscal 2022. Excluding the negative impact of foreign currency fluctuations, second quarter revenue was up 7.4%. Revenue in the Americas region for the second quarter of fiscal 2023 increased 14.4%, including a 15.4% increase in the United States. Revenue in the Asia/Pacific & Europe region decreased 20.2% and was negatively impacted by foreign currency fluctuations. On a constant currency basis, revenue in Asia/Pacific & Europe decreased approximately 7.0% for the three months ended December 31, 2022.
Gross profit for the second quarter of fiscal 2023 was $41.9 million, or 78.1% of revenue, compared to $42.5 million, or 81.5% of revenue, for the same period in fiscal 2022. The decline in gross profit margin was primarily driven by increased shipping expenses as well as shifts in geographic and product sales mix during the quarter.



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Commissions and incentives expense for the second quarter of fiscal 2023 was $23.6 million, or 43.9% of revenue, compared to $25.4 million, or 48.8% of revenue, for the same period in fiscal 2022. The decrease in commissions and incentives expense as a percentage of revenue was due to price increases during the quarter as well as impacts related to the timing and magnitude of promotional and incentive programs.
Selling, general and administrative (SG&A) expense for the second quarter of fiscal 2023 was $19.6 million, or 36.5% of revenue, compared to $17.4 million, or 33.4% of revenue, for the same period in fiscal 2022. Adjusted for nonrecurring expenses, which are detailed in the GAAP to non-GAAP reconciliation tables included at the end of this press release, adjusted non-GAAP SG&A expenses for the second quarter of fiscal 2023 were $19.4 million, or 36.1% of revenue, compared to adjusted non-GAAP SG&A expenses for the second quarter of fiscal 2022 of $16.7 million, or 32.0% of revenue. The increase in adjusted non-GAAP SG&A expense was primarily attributable to increased event and travel expenses, higher employee compensation related expenses, and increases in outside professional services related to upcoming initiatives launching in the second half of fiscal 2023 partially offset by decreases in legal, accounting, and tax services.
Operating loss for the second quarter of fiscal 2023 was $1.2 million compared to $0.4 million for the second quarter of fiscal 2022. Accounting for non-GAAP adjustments noted previously, adjusted non-GAAP operating loss for the second quarter of fiscal 2023 was $0.9 million compared to adjusted non-GAAP operating income of $0.3 million for the second quarter of fiscal 2022.
Net loss for the second quarter of fiscal 2023 was $1.1 million, or $0.08 per diluted share, which compares to net income of $0.1 million, or $0.01 per diluted share for the second quarter of fiscal 2022. Accounting for non-GAAP adjustments noted previously, net of tax, adjusted non-GAAP net loss for the second quarter of fiscal 2023 was $0.8 million, or $0.07 per diluted share, compared to adjusted non-GAAP income of $0.6 million, or $0.05 per diluted share for the second quarter of fiscal 2022.
Adjusted EBITDA was $0.8 million for the second quarter of fiscal 2023, versus $1.9 million for the comparable period in fiscal 2022.
Balance Sheet & Liquidity
The Company used $0.4 million of cash from operations during the first six months of fiscal 2023 compared to generating $4.5 million in the same period in fiscal 2022. Cash and cash equivalents at December 31, 2022 were $17.4 million, compared to $20.2 million at June 30, 2022, and there was no debt outstanding.
Dividend Announcement
Today the Company announced the declaration of a cash dividend of $0.03 per common share. The dividend will be paid on March 15, 2023 to all stockholders of record at the close of business on March 1, 2023.
Fiscal Year 2023 Guidance
The Company expects to generate revenue in the range of $202 million to $212 million in fiscal year 2023 and adjusted EBITDA of $11 million to $13 million, with adjusted earnings per share in the range of $0.22 to $0.28, which assumes a full year tax rate of approximately 31%. This guidance reflects the current trends in the business. The Company's guidance for adjusted non-GAAP EBITDA and adjusted non-GAAP earnings per diluted share excludes any non-operating or non-recurring expenses that may materialize during fiscal 2023. The Company is not providing guidance for GAAP earnings per diluted share for fiscal 2023 due to the potential occurrence of one or more non-operating, one-time expenses, which the Company does not believe it can reliably predict.
Conference Call Information
The Company will hold an investor conference call today at 2:30 p.m. MST (4:30 p.m. EST). Investors interested in participating in the live call can dial (877) 704-4453 from the U.S. International callers can dial (201) 389-0920. A telephone replay will be available approximately two hours after the call concludes and will be available through Thursday, February 9, 2023, by dialing (844) 512-2921 from the U.S. and entering confirmation code 13735667, or (412) 317-6671 from international locations, and entering confirmation code 13735667.


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There will also be a simultaneous, live webcast available on the Investor Relations section of the Company's web site at http://investor.lifevantage.com/events-and-presentations or directly at https://viavid.webcasts.com/starthere.jsp?ei=1594115&tp_key=921deb41f0.The webcast will be archived for approximately 30 days.
About LifeVantage Corporation
LifeVantage Corporation (Nasdaq: LFVN) is a pioneer in nutrigenomics, the study of how nutrition and naturally occurring compounds affect human genes to support good health. The Company engages in the identification, research, development, formulation and sale of advanced nutrigenomic activators, dietary supplements, nootropics, pre- and pro-biotics, weight management, skin and hair care, bath & body, and targeted relief products. The Company’s line of scientifically-validated dietary supplements includes its flagship Protandim® family of products, LifeVantage® Omega+™, ProBio™, IC Bright®, and Daily Wellness™ dietary supplements, the TrueScience® line of skin, hair, bath & body, and targeted relief products. The Company also markets and sells Petandim®, its companion pet supplement formulated to combat oxidative stress in dogs, Axio® its nootropic energy drink mixes, and PhysIQ™, its smart weight management system. LifeVantage was founded in 2003 and is headquartered in Lehi, Utah. For more information, visit www.lifevantage.com.
Cautionary Note Regarding Forward Looking Statements
This document contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words and expressions reflecting optimism, satisfaction or disappointment with current prospects, as well as words such as "believe," "will," "hopes," "intends," "estimates," "expects," "projects," "plans," "anticipates," "look forward to," "goal," “may be,” and variations thereof, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. The declaration and/or payment of a dividend during any quarter provides no assurance as to future dividends, and the timing and amount of future dividends, if any, could vary significantly in comparison both to past dividends and to current expectations. Examples of forward-looking statements include, but are not limited to, statements we make regarding executing against and the benefits of our key initiatives, future growth, including geographic and product expansion, the impact of COVID-19 on our business, expected financial performance, and expected dividend payments in future quarters. Such forward-looking statements are not guarantees of performance and the Company's actual results could differ materially from those contained in such statements. These forward-looking statements are based on the Company's current expectations and beliefs concerning future events affecting the Company and involve known and unknown risks and uncertainties that may cause the Company's actual results or outcomes to be materially different from those anticipated and discussed herein. These risks and uncertainties include, among others, further deterioration to the global economic and operating environments as a result of future COVID-19 developments, as well as those discussed in greater detail in the Company's Annual Report on Form 10-K and the Company's Quarterly Report on Form 10-Q under the caption "Risk Factors," and in other documents filed by the Company from time to time with the Securities and Exchange Commission. The Company cautions investors not to place undue reliance on the forward-looking statements contained in this document. All forward-looking statements are based on information currently available to the Company on the date hereof, and the Company undertakes no obligation to revise or update these forward-looking statements to reflect events or circumstances after the date of this document, except as required by law.
About Non-GAAP Financial Measures
We define Non-GAAP EBITDA as earnings before interest expense, income taxes, depreciation and amortization and Non-GAAP Adjusted EBITDA as earnings before interest expense, income taxes, depreciation and amortization, stock compensation expense, other income, net, and certain other adjustments. Non-GAAP EBITDA and Non-GAAP Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. We define Non-GAAP Net Income as GAAP net income less certain tax adjusted non-recurring one-time expenses incurred during the period and Non-GAAP Earnings per Share as Non-GAAP Net Income divided by weighted-average shares outstanding.
We are presenting Non-GAAP EBITDA, Non-GAAP Adjusted EBITDA, Non-GAAP Net Income and Non-GAAP Earnings Per Share because management believes that they provide additional ways to view our operations when considered with both our GAAP results and the reconciliation to net income, which we believe provides a more complete understanding of our business than could be obtained absent this disclosure.


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Non-GAAP EBITDA, Non-GAAP Adjusted EBITDA, Non-GAAP Net Income and Non-GAAP Earnings Per Share are presented solely as supplemental disclosure because: (i) we believe these measures are a useful tool for investors to assess the operating performance of the business without the effect of these items; (ii) we believe that investors will find this data useful in assessing shareholder value; and (iii) we use Non-GAAP EBITDA, Non-GAAP Adjusted EBITDA, Non-GAAP Net Income and Non-GAAP Earnings Per Share internally as benchmarks to evaluate our operating performance or compare our performance to that of our competitors. The use of Non-GAAP EBITDA, Non-GAAP Adjusted EBITDA, Non-GAAP Net Income and Non-GAAP Earnings per Share has limitations and you should not consider these measures in isolation from or as an alternative to the relevant GAAP measure of net income prepared in accordance with GAAP, or as a measure of profitability or liquidity.
The tables set forth below present reconciliations of Non-GAAP EBITDA, Non-GAAP Adjusted EBITDA, Non-GAAP Net Income and Non-GAAP Earnings per Share, which are non-GAAP financial measures to Net Income and Earnings per Share, our most directly comparable financial measures presented in accordance with GAAP.
Investor Relations Contacts:
Reed Anderson, ICR
(646) 277-1260
reed.anderson@icrinc.com


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LIFEVANTAGE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except per share data) December 31, 2022 June 30, 2022
ASSETS
Current assets
Cash and cash equivalents $ 17,370  $ 20,190 
Accounts receivable 2,407  3,338 
Income tax receivable 891  1,752 
Inventory, net 20,435  16,472 
Prepaid expenses and other 3,254  5,205 
Total current assets 44,357  46,957 
Property and equipment, net 9,315  9,500 
Right-of-use assets 9,744  11,040 
Intangible assets, net 521  587 
Deferred income tax asset 2,519  1,289 
Other long-term assets 1,376  1,333 
TOTAL ASSETS $ 67,832  $ 70,706 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 8,228  $ 7,462 
Commissions payable 6,691  7,285 
Income tax payable —  453 
Lease liabilities 2,010  2,601 
Other accrued expenses 6,405  7,927 
Total current liabilities 23,334  25,728 
Long-term lease liabilities 12,282  13,154 
Other long-term liabilities 321  308 
Total liabilities 35,937  39,190 
Commitments and contingencies
Stockholders' equity
Preferred stock — par value $0.0001 per share, 5,000 shares authorized, no shares issued or outstanding —  — 
Common stock — par value $0.0001 per share, 40,000 shares authorized and 12,707 and 12,493 issued and outstanding as of December 31, 2022 and June 30, 2022, respectively
Additional paid-in capital 132,530  131,075 
Accumulated deficit (99,643) (98,437)
Accumulated other comprehensive loss (993) (1,123)
Total stockholders’ equity 31,895  31,516 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 67,832  $ 70,706 



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LIFEVANTAGE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended December 31, Six Months Ended December 31,
(In thousands, except per share data) 2022 2021 2022 2021
Revenue, net $ 53,662  $ 52,189  $ 105,436  $ 105,414 
Cost of sales 11,758  9,677  21,700  19,108 
Gross profit 41,904  42,512  83,736  86,306 
Operating expenses:
Commissions and incentives 23,556  25,449  47,369  49,555 
Selling, general and administrative 19,580  17,421  36,310  32,497 
Total operating expenses 43,136  42,870  83,679  82,052 
Operating (loss) income (1,232) (358) 57  4,254 
Other income (expense):
Interest income (expense), net 32  (1) 32  (4)
Other income (expense), net 125  (139) (312) (316)
Total other income (expense) 157  (140) (280) (320)
(Loss) income before income taxes (1,075) (498) (223) 3,934 
Income tax benefit (expense) 17  577  (225) (539)
Net (loss) income $ (1,058) $ 79  $ (448) $ 3,395 
Net (loss) income per share:
Basic $ (0.08) $ 0.01  $ (0.04) $ 0.26 
Diluted $ (0.08) $ 0.01  $ (0.04) $ 0.25 
Weighted-average shares outstanding:
Basic 12,543  13,195  12,500  13,294 
Diluted 12,543  13,285  12,500  13,359 



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LIFEVANTAGE CORPORATION AND SUBSIDIARIES
Revenue by Region
(Unaudited)
Three Months Ended December 31, Six Months Ended December 31,
(In thousands) 2022 2021 2022 2021
Americas $ 39,705  74  % $ 34,708  67  % $ 76,074  72  % $ 71,157  68  %
Asia/Pacific & Europe 13,957  26  % 17,481  33  % 29,362  28  % 34,257  32  %
Total $ 53,662  100  % $ 52,189  100  % $ 105,436  100  % $ 105,414  100  %
Active Accounts
(Unaudited)
As of December 31,
2022 2021 Change from Prior Year Percent Change
Active Independent Distributors (1)
    Americas 36,000  60  % 38,000  61  % (2,000) (5.3) %
    Asia/Pacific & Europe 24,000  40  % 24,000  39  % —  —  %
        Total Active Independent Distributors 60,000  100  % 62,000  100  % (2,000) (3.2) %
Active Customers (2)
    Americas 69,000  78  % 75,000  74  % (6,000) (8.0) %
    Asia/Pacific & Europe 20,000  22  % 26,000  26  % (6,000) (23.1) %
        Total Active Customers 89,000  100  % 101,000  100  % (12,000) (11.9) %
Active Accounts (3)
    Americas 105,000  70  % 113,000  69  % (8,000) (7.1) %
    Asia/Pacific & Europe 44,000  30  % 50,000  31  % (6,000) (12.0) %
        Total Active Accounts 149,000  100  % 163,000  100  % (14,000) (8.6) %
(1) Active Independent Distributors have purchased product in the prior three months for retail or personal consumption.
(2) Active Customers have purchased product in the prior three months for personal consumption only.
(3) Total Active Accounts is the sum of Active Independent Distributor accounts and Active Customer accounts.



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LIFEVANTAGE CORPORATION AND SUBSIDIARIES
Reconciliation of GAAP Net Income to Non-GAAP EBITDA and Non-GAAP Adjusted EBITDA
(Unaudited)
Three Months Ended December 31, Six Months Ended December 31,
(In thousands) 2022 2021 2022 2021
GAAP Net (loss) income $ (1,058) $ 79  $ (448) $ 3,395 
Interest (income) expense (32) (32)
Provision for income taxes (17) (577) 225  539 
Depreciation and amortization(1)
968  811  1,809  1,605 
Non-GAAP EBITDA: (139) 314  1,554  5,543 
Adjustments:
Stock compensation expense 824  755  1,425  1,400 
Other expense, net (125) 139  312  316 
Other adjustments(2)
234  695  322  447 
Total adjustments 933  1,589  2,059  2,163 
Non-GAAP Adjusted EBITDA $ 794  $ 1,903  $ 3,613  $ 7,706 
(1) Includes $116,000 of accelerated depreciation related to a change in lease term for the three and six months ended December 31, 2022.
(2) Other adjustments breakout:
      Class-action lawsuit expenses, net of recoveries (84) 198  $ $ (50)
      Executive team litigation and severance expenses, net —  466  —  466 
      Executive team recruiting and transition expenses —  31  —  31 
      Lease abandonment 318  —  318  — 
Total adjustments $ 234  $ 695  $ 322  $ 447 



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LIFEVANTAGE CORPORATION AND SUBSIDIARIES
Reconciliation of GAAP Net Income to Non-GAAP Net Income and Non-GAAP Adjusted EPS
(Unaudited)
Three Months Ended December 31, Six Months Ended December 31,
(In thousands) 2022 2021 2022 2021
GAAP Net (loss) income $ (1,058) $ 79  $ (448) $ 3,395 
Adjustments:
Class-action lawsuit expenses, net of recoveries (84) 198  (50)
Executive team litigation and severance expenses —  466  —  466 
Executive team recruiting and transition expenses —  31  —  31 
Accelerated depreciation related to change in lease term 116  —  116  — 
Lease abandonment(1)
318  —  318  — 
Tax impact of adjustments(2)
(115) (151) (117) (88)
Total adjustments, net of tax 235  544  321  359 
Non-GAAP Net (loss) income: $ (823) $ 623  $ (127) $ 3,754 
Three Months Ended December 31, Six Months Ended December 31,
2022 2021 2022 2021
Diluted earnings per share, as reported $ (0.08) $ 0.01  $ (0.04) $ 0.25 
Total adjustments, net of tax 0.02  0.04  0.03  0.03 
Non-GAAP adjusted diluted earnings per share(3)
$ (0.07) $ 0.05  $ (0.01) $ 0.28 
(1) Includes remaining lease payments and other termination costs associated with lease abandonments
(2) Tax impact is based on the estimated annual tax rate for the years ended June 30, 2023 and 2022, respectively
(3) May not add due to rounding.