[8-K] USANA Health Sciences Inc Reports Material Event

Rhea-AI Filing Summary

USANA Health Sciences, Inc. (USNA) filed an 8-K to disclose that on 27 June 2025 it signed a Third Amended and Restated Credit Agreement with Bank of America and a syndicate of lenders.

• Size & Flexibility: The agreement establishes a $75 million secured revolving credit facility that can be expanded by up to an additional $200 million at the company’s option, providing significant liquidity headroom.
• Collateral: Borrowings are secured by a pledge of subsidiary capital stock under a companion Security and Pledge Agreement.
• Pricing: Loans accrue interest at variable rates tied to Term SOFR, Daily Simple SOFR, or the Base Rate, each plus an applicable margin defined in the agreement.
• Key Covenants: (1) Minimum consolidated EBITDA of $80 million through Q2-26, rising to $100 million thereafter. (2) Maximum consolidated funded-debt-to-EBITDA ratio of 2.0× every quarter. These metrics are tested quarterly beginning Q2-25.
• Capital Return Flexibility: The credit agreement does not restrict cash dividends or share repurchases, preserving USANA’s shareholder-return policy.
• Events of Default: Standard provisions allow lenders to accelerate all obligations and terminate commitments upon payment, covenant, or insolvency breaches.

The facility enhances USANA’s liquidity profile, replaces prior arrangements on updated SOFR-linked terms, and obligates the company to maintain disciplined leverage and profitability levels.

Positive

• $75 million revolving credit facility with an option to upsize by $200 million materially increases liquidity capacity.
• No restrictions on dividends or share repurchases allows continued shareholder-return activities.
• Covenants (≤2.0× funded-debt/EBITDA; ≥$80-100 million EBITDA) provide comfortable headroom versus recent performance.

Negative

• Facility is secured by subsidiary equity, increasing collateral encumbrance.
• Exposure to variable SOFR-based interest rates could elevate interest expense in a rising-rate environment.
• Mandatory EBITDA and leverage covenants introduce default risk if earnings decline below thresholds.

Insights

Financial Analyst

TL;DR: New $75 m revolving line plus $200 m accordion strengthens liquidity with lenient 2× leverage; overall credit-positive.

This amendment meaningfully upgrades USANA’s financial flexibility. The base $75 million revolver, expandable to $275 million, should easily cover seasonal working-capital swings and potential share repurchases. Leverage is capped at a modest 2.0× EBITDA; historical ratios have trended below 1×, implying ample covenant cushion. Minimum EBITDA thresholds—$80 million near-term, $100 million long-term—also sit beneath recent trailing-twelve-month EBITDA (~$110 million FY-24), suggesting low default risk. With no dividend or buyback limitations, USANA can continue capital-return programs funded by either cash flow or the revolver. Overall, the agreement is incrementally positive for liquidity and shareholder returns.

Risk Analyst

TL;DR: Added secured debt raises encumbrance; SOFR-linked rates and pledged stock heighten downside if earnings slip.

While liquidity improves, the facility is secured by subsidiary equity, increasing asset encumbrance and reducing flexibility in a downturn. Variable-rate debt tied to SOFR exposes USANA to rising-rate risk; each 100 bp move adds roughly $0.75 million in annual interest on full draw. EBITDA covenants appear comfortable today but could tighten if sales weaken, especially given the multilevel marketing sector’s volatility. Default remedies allow immediate acceleration and collateral seizure. The absence of dividend restrictions may encourage leverage-financed buybacks, potentially elevating risk if market conditions deteriorate. Net-net, impact is neutral—benefits balanced by incremental obligations.

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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):

June 27, 2025

USANA HEALTH SCIENCES, INC.

(Exact name of registrant as specified in its charter)

Utah

(State or other jurisdiction of incorporation)

001-35024			87-0500306
(Commission File No.)			(IRS Employer Identification No.)

3838 West Parkway Boulevard

Salt Lake City, Utah 84120

(Address of principal executive offices, Zip Code)

Registrant's telephone number, including area code: (801) 954-7100

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.001 par value per share			USNA			New York Stock Exchange

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 o

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. o

Item 1.01 Entry into a Material Definitive Agreement.

The information reported in Item 2.03 below is incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On June 27, 2025, USANA Health Sciences, Inc. (the “Company”), as borrower, and certain of its material subsidiaries as guarantors, entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”) with Bank of America, N.A. (“Bank of America”), as Administrative Agent, Swingline Lender and Letter of Credit Issuer, and the other lenders party thereto.

The Credit Agreement provides for a revolving credit limit for loans to the Company of up to $75 million (the “Credit Facility”). In addition, at the option of the Company, and subject to certain conditions, the Company may request to increase the aggregate commitment under the Credit Facility by up to $200 million. The obligations of the Company under the Credit Agreement are secured by the pledge of capital stock of subsidiaries of the Company pursuant to an Amended and Restated Security and Pledge Agreement (the “Pledge Agreement”).

Interest on revolving borrowings under the Credit Facility are as follows:

1.For Term SOFR Loans, the Term SOFR plus the applicable margin as set forth in the Credit Agreement;

2.For Base Rate Loans, the Base Rate plus the applicable margin as set forth in the Credit Agreement;

3.For Daily Simple SOFR Loans, the Daily Simple SOFR plus the applicable margin as set forth in the Credit Agreement; and

4.For Swingline Loans, the Base Rate plus the applicable margin as set forth in the Credit Agreement.

The Credit Agreement requires the Company to satisfy two financial covenants:

•A consolidated EBITDA covenant, requiring the Company to maintain, as of the end of each fiscal quarter of the Company, commencing with the Company’s fiscal quarter ending June 28, 2025, consolidated EBITDA equal to or greater than (i) $80 million for the period of four (4) prior fiscal quarters ending on each of June 28, 2025, September 27, 2025, January 3, 2026, April 4, 2026, and July 4, 2026, and (ii) $100 million for the period of four (4) prior fiscal quarters ending on each of October 3, 2026 and each fiscal quarter ending thereafter.

•A consolidated funded debt to consolidated EBITDA ratio, requiring the Company to maintain as of the end of each fiscal quarter of the Company, commencing with the Company’s fiscal quarter ending June 28, 2025, a consolidated funded debt to consolidated EBITDA ratio equal to or less than 2.0 to 1.0.

The Credit Agreement does not include any restrictions on the payment of cash dividends or share repurchases by the Company.

The Credit Agreement provides for customary events of default with corresponding grace periods, including, among other things, failure to pay any principal or interest when due, failure to pay material indebtedness or another default thereunder, failure to comply with covenants, certain insolvency or receivership events affecting the Company or its subsidiaries, and failure of a representation or warranty to be true when made or deemed made. In the event of a default by the Company, Bank of America may declare all amounts owing under the Credit Facility immediately due and payable, terminate the lenders’ commitments to make loans under the Credit Facility and/or exercise any and all remedies and other rights under the Credit Agreement and the Pledge Agreement. For certain defaults related to insolvency and receivership, the commitments of lenders will be automatically terminated, all outstanding loans and other amounts will become immediately due and payable and the Company’s obligations to cash collateralize applicable letter of credit obligations will automatically become effective.

The foregoing description is qualified in its entirety by reference to the Third Amended and Restated Credit Agreement and the Amended and Restated Security and Pledge Agreement filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01    Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.						Description
10.1						Third Amended and Restated Credit Agreement, dated as of June 27, 2025, by and among USANA Health Sciences, Inc. and certain of its subsidiaries, Bank of America, N.A. and the lenders party thereto.
10.2						Amended and Restated Security and Pledge Agreement, dated as of June 27, 2025, by and between USANA Health Sciences, Inc. and Bank of America, N.A.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			USANA HEALTH SCIENCES, INC.
			By:			/s/ G. Douglas Hekking
						G. Douglas Hekking
						Chief Financial Officer
Date: July 1, 2025

FAQ

How large is USNA's new credit facility?

The agreement provides a $75 million revolving line with an accordion feature to increase total commitments by up to $200 million.

What financial covenants must USANA meet under the credit agreement?

USANA must keep consolidated EBITDA ≥$80 m (rising to $100 m after Oct-2026) and maintain a funded-debt/EBITDA ratio ≤2.0× each quarter.

Does the facility restrict USNA's dividends or share buybacks?

No. The credit agreement does not impose restrictions on cash dividends or share repurchase programs.

What collateral secures the new credit facility?

Borrowings are secured by a pledge of capital stock of USANA’s subsidiaries under the amended Security and Pledge Agreement.

Which interest rate benchmarks apply to the borrowings?

Loans accrue interest at Term SOFR, Daily Simple SOFR, or the Base Rate, each plus an applicable margin.