USANA HEALTH SCIENCES INCUSNA
USANA HEALTH SCIENCES INC Goodwill & Intangibles Disclosure
GOODWILL AND INTANGIBLE ASSETS
Goodwill
The Company’s reporting units for goodwill purposes are tied to its reportable segments: Core nutritional and Hiya direct-to-consumer. The core nutritional segment consists of three individual reporting units that are determined based on the operational nature of the business: Buy-Sell, China, and India. Buy-Sell consists of the U.S. manufacturing entity that supplies and supports all markets within the core nutritional segment, with the exception of China and India. As both
China and India manufacture and source locally, operations are contained within market, and represent separate reporting units.
The Company performed its annual goodwill impairment test during the third quarter of 2025. The Company performed a qualitative assessment of each reporting unit and determined that it was not more-likely-than-not that the fair value of any reporting unit was less than its carrying amount. During the three months ended January 3, 2026, the Company determined that a triggering event occurred within its Buy-Sell reporting unit in relation to a significant and sustained decline in the Company’s stock price and corresponding decrease in market capitalization that required the performance of a quantitative impairment analysis.
Based on the results of this analysis, the Company concluded that the estimated fair value of its Buy-Sell reporting unit was less than its carrying value. The fair value of the Buy-Sell reporting unit was determined using a combination of an income approach, which estimates fair value based upon projected future revenues, expenses, and cash flows discounted to their respective present values, and a market approach.
These methods involve the use of significant estimates, assumptions, and judgments by management. The principal assumptions used in this analysis consisted of management’s best estimates of future financial results including revenue growth rates and profitability margins, an appropriate discount rate to apply to projected cash flows, guideline public companies, selection of market multiples and weightings, and control premium. Impairment resulted primarily from lower projected revenues and operating margins within the reporting unit.
The Company recorded a non-cash goodwill impairment charge of $6,390 in the fourth quarter of 2025 in the Buy-Sell reporting unit and $137 in the other category. For all other reporting units, the Company identified no indicators that it was more likely than not that their fair values were less than their carrying values. No impairments of goodwill were recognized in 2024 and 2023.
The changes in the carrying amount of goodwill, including by reportable segment and the other category are as follows:
| Core nutritional | Hiya direct-to-consumer | Other | Total | |||||||||||||||||||||||
Balance as of December 30, 2023 | ||||||||||||||||||||||||||
| Gross goodwill | $ | 16,521 | $ | — | $ | 581 | $ | 17,102 | ||||||||||||||||||
| Accumulated impairment losses | — | — | — | — | ||||||||||||||||||||||
| Net goodwill as of December 30, 2023 | 16,521 | — | 581 | 17,102 | ||||||||||||||||||||||
| Goodwill acquired during the year | — | 127,374 | — | 127,374 | ||||||||||||||||||||||
| Currency translation adjustment | (308) | — | — | (308) | ||||||||||||||||||||||
Balance as of December 28, 2024 | ||||||||||||||||||||||||||
Gross goodwill | 16,213 | 127,374 | 581 | 144,168 | ||||||||||||||||||||||
Accumulated impairment losses | — | — | — | — | ||||||||||||||||||||||
| Net goodwill as of December 28, 2024 | 16,213 | 127,374 | 581 | 144,168 | ||||||||||||||||||||||
| Impairment | (6,390) | — | (137) | (6,527) | ||||||||||||||||||||||
| Currency translation adjustment | 321 | — | — | 321 | ||||||||||||||||||||||
Balance as of January 3, 2026 | ||||||||||||||||||||||||||
Gross goodwill | 16,534 | 127,374 | 581 | 144,489 | ||||||||||||||||||||||
Accumulated impairment losses | (6,390) | — | (137) | (6,527) | ||||||||||||||||||||||
| Net goodwill as of January 3, 2026 | $ | 10,144 | $ | 127,374 | $ | 444 | $ | 137,962 | ||||||||||||||||||
Intangibles
The Company performed its annual indefinite-lived intangible asset impairment test during the third quarter of 2025. The Company performed a qualitative assessment of the indefinite-lived intangible assets and determined that it was not more-likely-than-not that the fair value of any indefinite-lived intangible asset was less than the carrying amount. Indefinite-lived intangible assets consist solely of a direct selling license in China. During 2025, 2024, and 2023, there was no impairment of indefinite-lived intangible assets.
Intangible assets consist of the following:
| As of January 3, 2026 | |||||||||||||||||||||||
| Gross carrying amount | Accumulated amortization | Net carrying amount | Weighted-average amortization period (years) | ||||||||||||||||||||
| Amortized intangible assets | |||||||||||||||||||||||
| Trade name and trademarks | $ | 71,270 | $ | (7,790) | $ | 63,480 | 10 | ||||||||||||||||
| Product formulas | 8,582 | (8,582) | — | 8 | |||||||||||||||||||
| Customer relationships | 57,166 | (13,445) | 43,721 | 5 | |||||||||||||||||||
| Non-compete agreements | 247 | (173) | 74 | 5 | |||||||||||||||||||
| 137,265 | (29,990) | 107,275 | |||||||||||||||||||||
| Indefinite-lived intangible assets | |||||||||||||||||||||||
| Direct selling license | 25,876 | 25,876 | |||||||||||||||||||||
| $ | 163,141 | $ | 133,151 | ||||||||||||||||||||
| Estimated Amortization Expense: | ||||||||
| 2026 | $ | 18,356 | ||||||
| 2027 | 18,023 | |||||||
| 2028 | 17,999 | |||||||
| 2029 | 17,819 | |||||||
| 2030 | 7,234 | |||||||
| Thereafter | 27,844 | |||||||
| $ | 107,275 | |||||||
| As of December 28, 2024 | |||||||||||||||||||||||
| Gross carrying amount | Accumulated amortization | Net carrying amount | Weighted-average amortization period (years) | ||||||||||||||||||||
| Amortized intangible assets | |||||||||||||||||||||||
| Trade name and trademarks | $ | 71,785 | $ | (685) | $ | 71,100 | 10 | ||||||||||||||||
| Product formulas | 8,222 | (8,211) | 11 | 8 | |||||||||||||||||||
| Customer relationships | 58,014 | (2,251) | 55,763 | 5 | |||||||||||||||||||
| Non-compete agreements | 466 | (307) | 159 | 4 | |||||||||||||||||||
| 138,487 | (11,454) | 127,033 | |||||||||||||||||||||
| Indefinite-lived intangible assets | |||||||||||||||||||||||
| Direct selling license | 24,790 | 24,790 | |||||||||||||||||||||
| $ | 163,277 | $ | 151,823 | ||||||||||||||||||||
Aggregate amortization of intangible assets was $19,318, $1,516, and $1,835 for the years ended 2025, 2024, and 2023, respectively.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2026 | Mar 16, 2026 | Showing above |
| 2024 | Mar 12, 2025 | |
| 2023 | Feb 27, 2024 | |
| 2022 | Feb 28, 2023 | |
| 2021 | Mar 2, 2021 | |
| 2019 | Feb 25, 2020 | |
| 2018 | Feb 26, 2019 | |
| 2017 | Feb 28, 2018 | |
| 2016 | Mar 1, 2017 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.