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): December 11, 2012
LIFEVANTAGE CORPORATION
(Exact name of registrant as specified in its charter)
| Colorado | 001-35647 | 90-0224471 | ||
| (State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 9815 S. Monroe Street, Suite 100, Sandy, UT | 84070 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (801) 432-9000
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)) |
Item 7.01 Regulation FD Disclosure.
LifeVantage Corporation’s (the “Company”) President and Chief Executive Officer, Douglas C. Robinson, and its Chief Financial Officer, David Colbert, will be presenting at the Wedbush 2012 California Dreamin’ Conference “The New York Edition,” to be held on December 11th and 12th in New York City, New York. A copy of the written presentation materials to be used at the conference is furnished as an exhibit to this report.
The information in this Item 7.01, including the information contained in the copy of the presentation materials to be used at the conference, is being furnished, not filed, pursuant to Regulation FD. Accordingly, such information will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of such information is not intended to, and does not, constitute a determination or admission by the Company as to the materiality of such information. Such information contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, that represent the Company’s current expectations and beliefs. The forward-looking statements and related assumptions involve risks and uncertainties that could cause actual results and outcomes to differ materially from any forward-looking statements or views expressed herein. For a detailed discussion of these risks and uncertainties, please read the risk factors set forth in the Company’s periodic reports (including its reports on Form 10-K and 10-Q) filed by the Company with the Securities and Exchange Commission. The forward-looking statements set forth the Company’s beliefs as of the date that such information was first provided, and the Company assumes no duty to update the forward-looking statements to reflect any change except as required by law.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 99.1 | Copy of written presentation materials to be used by the Company at Wedbush conference | |
SIGNATURE
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 thereunto duly authorized.
| Dated: December 11, 2012 | LifeVantage Corporation | |||||
| By: | /s/ Rob Cutler | |||||
| Rob Cutler General Counsel | ||||||
Exhibit 99.1
| 1 |
|
Wedbush 13th Annual Consumer Conference December 11, 2012 Presented By Douglas C. Robinson, President and CEO |
Safe Harbor Statement This presentation 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,” “hopes,” “intends,” “estimates,” “expects,” “projects,” “plans,” “look forward to,” “anticipates” and variations thereof, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. These forward-looking statements are not guarantees of performance and actual results could differ materially from those contained in such statements. These forward-looking statements are based on our current expectations and beliefs concerning future events affecting us and involve known and unknown risks and uncertainties that may cause our actual results or outcomes to be materially different from those anticipated and discussed herein. These risks and uncertainties are discussed in greater detail in the our Annual Report on Form 10-K and its Quarterly Report on Form 10-Q under the caption “Risk Factors”, and in other documents filed by us from time to time with the Securities and Exchange Commission. We caution you not to place undue reliance on the forward-looking statements contained in this presentation. All forward-looking statements are based on information currently available to us as of today, and we undertake 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. 2 Health Claims Disclaimer Statements made in this presentation have not been evaluated by the Food and Drug Administration. LifeVantage products are not intended to treat, cure, prevent or mitigate any disease. The statements in this presentation are for investor relations and educational purposes only and not intended for consumers or vendors.
Company Profile NASDAQ 2012: LFVN Headquarters: SLC, UT Q1 2013 Rev: $52.9 M Q1 2013 Op Income: $6.9 M Cash Balance: $25.2 M Debt: $0 Fiscal Year End June 30 Launched network marketing model 2009 3 A leader in healthy living with scientifically validated, research-backed solutions to fight oxidative stress
Investment Summary 4 Based on Fiscal Year End June 30, 2012 Current market capitalization / fiscal year end June 30, 2012 revenue Current stock price / fiscal year end June 30, 2012 EPS Nasdaq: LFVN Nasdaq: LFVN Headquarters: Salt Lake City, UT Headquarters: Salt Lake City, UT Fiscal Year End June 30 Fiscal Year End June 30 Recent Price (12/07/12) $2.00 52-Week Range $1.28—$3.98 Shares Outstanding 113 M Fully Diluted Shares 134 M Average Daily Volume (3 months) 393,000 Market Capitalization (12/07/12) $236 M Sales Multiple (1)(2) 1.8 Price / Earnings (1)(2) 18.2 FY12 Revenue (1) $126.2 M FY12 Operating Income(1) $21.5 M FY12 Cash Flow from Operations (1) $19.4 M
LifeVantage Evolution
Lifeline Nutraceuticals launched
First study completed and Protandim® launched
Received first patent
Launched network marketing sales channel
Introduced TrueScience Anti-Aging Skin Cream
Changed name to
Entered the Japan market “not for resale” (NFR)
Expecting to launch “on the ground” in Japan: 1/1/13
9/12/12
©LifeVantage 2012
5
Strategically Positioned in Growth Markets 6 Global Nutraceutical Product Market Projected to Grow 6.3% Annually Through 2017 (2) (CHART) 2011 2017 Consumer confidence in supplements is on the rise (1) Cosmeceuticals (3) U.S. Retail Sales (CHART) 2011 2016 2016 Positioned in multiple large industry categories projected to grow (1) nutraceuticalsworld.com, May 17, 2012 (2) Transparency Market Research. Nutraceuticals Product Market: Global Size, Segment and Country Analysis & Forecasts (2007-2017), March 2012 (3) Packaged Facts, Cosmeceuticals in the U.S., April 2012 (4) NBJ 2011 Direct Selling Report
Benefits of Network Marketing Authentic “person-to- person” approach Addresses real issues Education-based message 7 Typical Retail Customer Experience LifeVantage Customer Experience Lack of education Overwhelmed by multiple choices Limited customer service
Today…A Two Product Lineup Protandim® The Nrf2 Synergizer® Backed by patents, considerable research and peer-reviewed studies TrueScience Anti-Aging Cream Scientifically-based skin cream Designed to reduce the signs of aging 8 ©2012 LifeVantage
Revenue and Product Distribution 9 (CHART) (CHART) Worldwide Distribution Q1 2013 Revenue Product Category Q1 2013 Revenue LifeVantage TrueScience® Anti-Aging Skin Cream Advanced nutraceutical dietary supplement, Protandim®, the Nrf2 Synergizer®
Unique, patented blend of naturally-occurring plant compounds Scientifically validated Shown to reduce oxidative stress up to 40% in 30 days Nrf2 activation Shown to combat oxidative stress by increasing body’s own production of powerful, natural antioxidant enzymes at the genetic level 10 Protandim®—the Nrf2 Synergizer® Oxidative Stress refers to the cellular and tissue damage caused by chemically reactive oxygen radicals and related oxidants. It is a result of the metabolic process and may promote some of the undesirable effects of aging.
All five ingredients (2) together (Protandim formula) produced 18-fold increase in expression of antioxidant gene Protected by six patents Four composition of matter patents—granted in 2007, 2008, and 2011 One methods and use patent granted in 2009 Australia patent in 2012 11 Synergistic Proven Formula (CHART) 18x more effective than the sum of its parts Synergistic induction of heme oxygenase by the components of Protandim in human brain-derived cells (1) (1) Free Radial Biology & Medicine study. Represents alcohol extract from 30 ug Protandim or components per ml medium (2) Ashwagandha, Bacopa Extract, Green Tea Leaf Extract, Milk Thistle Extract, Turmeric Extract. Fold Induction Heme Oxygenase mRNA (2)
Scientific Evidence and Validation Peer-reviewed studies: And others at www.pubmed.gov Additional studies are underway to test Protandim’s efficacy with respect to the fight against oxidative stress primarily through Nrf2 activation. 12 Journal Institution Publication Date Free Radical Biology & Medicine University of Colorado 8/28/2005 Free Radical Biology & Medicine University of Colorado 11/17/2008 PlosOne Louisiana State 4/22/2009 Circulation, a journal of the American Heart Association Virginia Commonwealth University 11/2/2009 Journal of Dietary Supplements University of Colorado 6/1/2010 PlosOne Louisiana State University 7/30/2010 Free Radical Biology & Medicine The Ohio State University 03/15/2011 Enzyme Research Louisiana State University 03/23/2011 Molecular Aspects Medicine University of Colorado 10/15/2011 American Journal of Physiology University of Colorado 4/1/2012 Oxidative Medicine Cellular Longevity Colorado State University 5/22/2012 Free Radical Biology & Medicine Colorado State University 11/29/2012
TrueScience Anti-Aging Cream Optimal protection for healthful, vibrant and youthful skin Addresses the visible effects of stress and aging of skin Produces a result you can see 13 Formulated and developed with scientists and dermatologists Protects skin from a variety of factors that contribute to aging and the symptoms of unhealthy skin Contains ingredients from Protandim found to prevent cell damage internally Contains six skin-rebuilding essentials and 11 active anti-aging ingredients most effective in improving skin tone, texture and appearance.
Additional Product Focus Must fit in the “Healthy Living” category Seeking scientifically validated, clinically proven products Internal R&D focused on the reduction of oxidative stress primarily through Nrf2 activation Supplements for companion pets Healthy living trends target (for example) Physical fitness Wellness routines Anti-aging Weight management Nutrition 14 New product additions by internal development and/or external acquisition ©LifeVantage 2012
15 Geographic Diversity Opportunity for further international expansion ©LifeVantage 2012 Full distribution planned starting on Jan. 1, 2013 (1)
Active Customer Mix 16 By definition, our Active Independent Distributors and Active Preferred Customers have purchased product(s) during the prior three months. (CHART) (CHART) Approximately 8 out of 10 new enrollments are Preferred Customers
During fiscal 2012, LifeVantage Corporation and distributors held over 13,000 training and opportunity meetings across the network. Continuous Training and Education Annual Convention Quarterly Elite Academies Monthly Premier Schools Weekly Leadership Calls Super Saturday Events Concentrate on enabling middle ranks Replicated websites Business tools 17
Manufacturing & Quality Focus On December 5th, the Company initiated a voluntary recall of select lots of Protandim. We are committed to producing safe, scientifically validated products. “Reputational Capital” is an operational imperative and is earned with business transparency and high ethical standards. Based on what we know today, potential gross cost impact is $7M (1). ~$3.5 M for material disposition and replacement. ~$2.5 M for shipping replacement product. ~$1.0 M for other voluntary recall related expenses. 18 Estimate as of December 5, 2012
Manufacturing & Quality Focus What have we done? Hired an independent GMP expert to evaluate our processes and provide process recommendations Enhanced manufacturing processes with multiple redundancies, some of which now exceed industry standards The redundant processes include: Additional filtering process at the raw material stage, beyond what is performed at the raw material supplier Magnet at the powder stage prior to tableting Metal detector post tableting Metal detector post bottling 19 “The likelihood that any one tablet of Protandim® will contain a small piece of wire is extremely low. Even if ingested the likelihood that the small pieces of wire would result in any adverse health event is also extremely low.” David W K Acheson MD, FRCP (Leavitt Partners) Dr. Acheson is an internal medicine physician and was former Associate Commissioner for Foods at the FDA and Chief Medical Officer at the FDA Center for Food Safety and Applied Nutrition.
Revenue Growth 20 Launched Network Marketing
Income & Cash Generation 21 Launched Network Marketing in 2009 (CHART) (CHART)
Strengthening Balance Sheet Strengthening Balance Sheet 22 Improved balance sheet and increased transparency of financial statements were key FY 2012 successes. *Eliminated all derivative liabilities as of 3/31/12
23 ©LifeVantage 2012 FY 2013 Outlook Guidance (1) Revenue: $250—$260 M Operating Income: $34.5—$38.2 M Operating Margin: 13.8%—14.7% Fully Diluted EPS $0.18—$0.20 Diluted Shares Outstanding 129 M $250-260* (1) Based on FY13 guidance issued on 9/10/2012 Annual Revenue Growth
Positioned for Long-Term Profitable Growth 24 Increasing Geographic Diversity Improved Financial Health Experienced and Successful Management Team Complementary Products in Pipeline Expanding Distributor Network & Customer Base Growing Scientific Support & Awareness of Protandim Nasdaq: LFVN Nasdaq: LFVN Headquarters: Salt Lake City, UT Headquarters: Salt Lake City, UT Fiscal Year End June 30 Fiscal Year End June 30 Recent Price (12/07/12) $2.00 52-Week Range $1.28—$3.98 Shares Outstanding 113 M Fully Diluted Shares 134 M Avg. Daily Volume (3-mo) 393,000 Market Capitalization (12/07/12) $236 M Sales Multiple (1)(2) 1.8 Price / Earnings (1)(3) 18.2 FY12 Revenue (1) $126.2 M FY12 Operating Income (1) $21.5 M FY12 Cash Flow from Operations (1) $19.4 M Based on Fiscal Year End June 30, 2012 Current market capitalization / fiscal year end June 30, 2012 revenue Current stock price / fiscal year end June 30, 2012 EPS
Contact Information LifeVantage 9815 South Monroe Street Salt Lake City, UT 84070 801.432.9000 LifeVantage.com ICR 12400 Wilshire Boulevard, Suite 1200 Los Angeles, CA 90025 310.954.1100 icrinc.com 25