lfvn-20220201
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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 1, 2022
 ______________________________
LIFEVANTAGE CORPORATION
(Exact name of registrant as specified in its charter)
______________________________
Delaware001-3564790-0224471
(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 $0.0001LFVNThe Nasdaq Stock Market LLC
Title of each classTrading 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 1, 2022, the Company issued a press release announcing its financial results for the three and six months ended December 31, 2021. 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
104Cover 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 1, 2022By:LIFEVANTAGE CORPORATION

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

Document
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LifeVantage Announces Financial Results for the
Second Quarter of Fiscal 2022

Salt Lake City, UT, February 1, 2022, LifeVantage Corporation (Nasdaq: LFVN) today reported financial results for its second fiscal quarter ended December 31, 2021.
Second Quarter Fiscal 2022 Summary*:
Revenue of $52.2 million, a decrease of 11.6% from the prior year period and down 1.9% sequentially;
Total active accounts declined 6.3% to 163,000 as growth of 6.4% in Asia/Pacific & Europe was more than offset by declines of 11.0% in the Americas. On a sequential basis, total active accounts were fractionally lower;
Earnings per diluted share were $0.01, versus $0.26 a year ago;
Adjusted earnings per diluted share were $0.05, versus $0.25 a year ago;
Adjusted EBITDA of $1.9 million, a decrease of 71.6%;
Repurchased approximately 0.5 million shares; and
Strong balance sheet with $20.2 million of cash and no debt.
* All comparisons are on a year over year basis and compare the second quarter of fiscal 2022 to the second quarter of fiscal 2021, unless otherwise noted.

“The second quarter proved to be more challenging than we anticipated as COVID factors caused our early momentum to stall by limiting in-person activity. We also encountered unexpected, but related, delays with our recent Philippines launch that pushed the initial revenue ramp into January,” said Steve Fife, Chief Executive Officer of LifeVantage. “While we are disappointed that revenue and earnings results did not meet our expectations, we still made meaningful progress on several initiatives to position the Company for its next stage of growth. Most notable was the recent appointment of two new executives, a Chief Marketing Officer and a Chief Digital Officer, effectively completing our senior leadership team and providing LifeVantage with additional depth in the key areas necessary to transform our business and accelerate growth. Despite tempering our fiscal 2022 outlook to reflect recent results, the Company’s financial position remains strong and I’m confident in our ability to drive long-term value for all stakeholders.”
Second Quarter Fiscal 2022 Results
For the second fiscal quarter, the Company reported revenue of $52.2 million, a 11.6% decrease compared to the second quarter of fiscal 2021. Revenue in the Americas decreased 17.1% compared to the prior year period and was partially offset by gains in Asia/Pacific & Europe where revenue increased 2.1%. Hosting in-person meetings proved more challenging in the second quarter as Delta and Omicron variants led to additional restrictions and unexpected delays across many of our markets.
Gross profit for the second quarter of fiscal 2022 was $42.5 million, or 81.5% of revenue, compared to $48.8 million, or 82.7% of revenue, for the same period in fiscal 2021. The decline in gross profit margin was due to increased inventory obsolescence costs, higher shipping expenses and mix shifts related to product and geography.
Commissions and incentives expense for the second quarter of fiscal 2022 was $25.4 million, or 48.8% of revenue, compared to $27.2 million, or 46.0% of revenue, for the same period in fiscal 2021. The increase in commissions and incentives expense as a percentage of revenue reflects the timing and magnitude of incentive and promotional programs.


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Selling, general and administrative (SG&A) expense for the second quarter of fiscal 2022 was $17.4 million, or 33.4% of revenue, compared to $16.2 million, or 27.5% of revenue, for the same period in fiscal 2021. 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 2022 were $16.7 million, or 32.0% of revenue, compared to adjusted non-GAAP SG&A expenses for the second quarter of fiscal 2021 of $16.6 million, or 28.1% of revenue. .
Operating loss for the second quarter of fiscal 2022 was $0.4 million compared to operating income of $5.4 million for the second quarter of fiscal 2021. Accounting for non-GAAP adjustments noted previously, adjusted non-GAAP operating income for the second quarter of fiscal 2022 was $0.3 million compared to $5.1 million, in the second quarter of fiscal 2021.
Net income for the second quarter of fiscal 2022 was $0.1 million, or $0.01 per diluted share, which compares to net income of $3.8 million, or $0.26 per diluted share for the second quarter of fiscal 2021. Accounting for non-GAAP adjustments noted previously, net of tax, adjusted non-GAAP net income for the second quarter of fiscal 2022 was $0.6 million, or $0.05 per diluted share, compared to $3.6 million, or $0.25 per diluted share for the second quarter of fiscal 2021.
Adjusted EBITDA was $1.9 million for the second quarter of fiscal 2022, compared to $6.7 million for the comparable period in fiscal 2021.
Balance Sheet & Liquidity
The Company generated $4.5 million of cash from operations during the first six months of fiscal 2022 compared to $4.8 million in the same period in fiscal 2021. Cash and cash equivalents at December 31, 2021 were $20.2 million, compared to $23.2 million at June 30, 2021 and there was no debt outstanding. During the second quarter of fiscal 2022, the Company repurchased approximately 0.5 million common shares for $3.2 million under its share repurchase program. During the six months ended December 31, 2021, the Company repurchased 0.9 million common shares for $6.6 million under its share repurchase program.
Fiscal Year 2022 Guidance
The Company is reducing its guidance for fiscal 2022, primarily to reflect results in the second quarter. Revenues for fiscal 2022 are now expected to be in the range of $212 million to $220 million compared to previous guidance of $225 million to $235 million. Adjusted EBITDA for fiscal 2022 is now expected to be in the range of $18 million to $20 million compared to previous guidance of $22 million to $24 million. Adjusted earnings per share are now expected to be in the range of $0.67 to $0.71 compared to previous guidance of $0.83 to $0.87, which assumes a full year tax rate of approximately 22%. This guidance reflects the current trends in the business and the Company’s current view as to the impact of the COVID-19 pandemic on its 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 2022. The Company is not providing guidance for GAAP earnings per diluted share for fiscal 2022 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) 705-6003 from the U.S. International callers can dial (201) 493-6725. A telephone replay will be available approximately two hours after the call concludes and will be available through Tuesday, February 15, 2022, by dialing (844) 512-2921 from the U.S. and entering confirmation code 13726365, or (412) 317-6671 from international locations, and entering the confirmation code.

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 here. The webcast will be archived for approximately 30 days.


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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, TrueScience® is the Company's 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.
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. 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 and expected financial performance. 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. 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


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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, 2021June 30, 2021
ASSETS
Current assets
Cash and cash equivalents$20,174 $23,174 
Accounts receivable2,417 2,925 
Income tax receivable897 1,038 
Inventory, net15,433 16,145 
Prepaid expenses and other3,865 4,772 
Total current assets42,786 48,054 
Property and equipment, net10,480 11,123 
Right-of-use assets12,433 13,700 
Intangible assets, net653 719 
Deferred income tax asset2,033 1,208 
Equity securities2,205 2,205 
Other long-term assets1,658 1,723 
TOTAL ASSETS$72,248 $78,732 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable$4,867 $6,744 
Commissions payable7,514 8,138 
Income tax payable369 830 
Lease liabilities2,714 2,151 
Other accrued expenses6,702 7,336 
Total current liabilities22,166 25,199 
Long-term lease liabilities14,608 16,032 
Other long-term liabilities694 694 
Total liabilities37,468 41,925 
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 12,844 and 13,609 issued and outstanding as of December 31, 2021 and June 30, 2021, respectively
Additional paid-in capital130,586 129,048 
Accumulated deficit(95,597)(92,346)
Accumulated other comprehensive (loss) income(210)104 
Total stockholders’ equity34,780 36,807 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY$72,248 $78,732 



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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)2021202020212020
Revenue, net$52,189 $59,007 $105,414 $113,835 
Cost of sales9,677 10,189 19,108 19,587 
Gross profit42,512 48,818 86,306 94,248 
Operating expenses:
Commissions and incentives25,449 27,151 49,555 52,785 
Selling, general and administrative17,421 16,218 32,497 32,517 
Total operating expenses42,870 43,369 82,052 85,302 
Operating income (loss)(358)5,449 4,254 8,946 
Other (expense) income:
Interest expense, net(1)(9)(4)(15)
Other (expense) income, net(139)133 (316)(8)
Total other (expense) income(140)124 (320)(23)
Income (loss) before income taxes(498)5,573 3,934 8,923 
Income tax benefit (expense)577 (1,761)(539)(2,660)
Net income$79 $3,812 $3,395 $6,263 
Net income per share:
Basic$0.01 $0.27 $0.26 $0.44 
Diluted$0.01 $0.26 $0.25 $0.43 
Weighted-average shares outstanding:
Basic13,195 14,193 13,294 14,225 
Diluted13,285 14,439 13,359 14,547 



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LIFEVANTAGE CORPORATION AND SUBSIDIARIES
Revenue by Region
(unaudited)
Three Months Ended December 31,Six Months Ended December 31,
(In thousands)2021202020212020
Americas$34,708 67 %$41,883 71 %$71,157 68 %$80,559 71 %
Asia/Pacific & Europe17,481 33 %17,124 29 %34,257 32 %33,276 29 %
Total$52,189 100 %$59,007 100 %$105,414 100 %$113,835 100 %
Active Accounts
(unaudited)
As of December 31,
20212020Change from Prior YearPercent Change
Active Independent Distributors (1)
    Americas38,000 61 %45,000 67 %(7,000)(15.6)%
    Asia/Pacific & Europe24,000 39 %22,000 33 %2,000 %
        Total Active Independent Distributors62,000 100 %67,000 100 %(5,000)(7.5)%
Active Customers (2)
    Americas75,000 74 %82,000 77 %(7,000)(8.5)%
    Asia/Pacific & Europe26,000 26 %25,000 23 %1,000 4.0 %
        Total Active Customers101,000 100 %107,000 100 %(6,000)(5.6)%
Active Accounts (3)
    Americas113,000 69 %127,000 73 %(14,000)(11.0)%
    Asia/Pacific & Europe50,000 31 %47,000 27 %3,000 6.4 %
        Total Active Accounts163,000 100 %174,000 100 %(11,000)(6.3)%
(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)2021202020212020
GAAP Net income$79 $3,812 $3,395 $6,263 
Interest Expense15 
Provision for income taxes(577)1,761 539 2,660 
Depreciation and amortization(1)
811 651 1,605 1,782 
Non-GAAP EBITDA:314 6,233 5,543 10,720 
Adjustments:
Stock compensation expense755 983 1,400 1,447 
Other expense, net139 (133)316 
Other adjustments(2)
695 (377)447 1,253 
Total adjustments1,589 473 2,163 2,708 
Non-GAAP Adjusted EBITDA$1,903 $6,706 $7,706 $13,428 
(1) Includes $101,000 of accelerated depreciation related to a change in lease term and $335,000 leasehold depreciation for the six months ended December 31, 2020.
(2) Other adjustments breakout:
      Class-action lawsuit expenses, net of recoveries$198 $(396)$(50)$213 
      Executive team litigation and severance expenses, net466 19 466 524 
      Executive team recruiting and transition expenses31 — 31 21 
      Lease abandonment— — — 495 
Total adjustments$695 $(377)$447 $1,253 



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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)2021202020212020
GAAP Net income$79 $3,812 $3,395 $6,263 
Adjustments:
Class-action lawsuit expenses, net of recoveries198 (396)(50)213 
Executive team litigation and severance expenses, net(1)
466 19 466 74 
Executive team recruiting and transition expenses31 — 31 21 
Accelerated depreciation related to change in lease term— — — 101 
Lease abandonment(2)
— — — 830 
Tax impact of adjustments(3)
(151)119 (88)(314)
Total adjustments, net of tax544 (258)359 925 
Non-GAAP Net Income:$623 $3,554 $3,754 $7,188 
Three Months Ended December 31,Six Months Ended December 31,
2021202020212020
Diluted earnings per share, as reported$0.01 $0.26 $0.25 $0.43 
Total adjustments, net of tax0.04 (0.02)0.03 0.06 
Non-GAAP adjusted diluted earnings per share(4)
$0.05 $0.25 $0.28 $0.49 
(1) Net of $450,000 of compensation expense benefit related to unvested stock award reversals during the six months ended December 31, 2020.
(2) Includes remaining lease rent expense of $495,000 and leasehold depreciation of $335,000 for the six months ended December 31, 2020.
(3) Three and six months ended December 31, 2021 tax impact is based on projected annual tax rate for the year ended June 30, 2022.
(4) May not add due to rounding.