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): May 14, 2008
Lifevantage
Corporation
(Exact name of registrant as
specified in its charter)
| Colorado | 000-30489 | 90-0224471 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 6400 South Fiddler’s
Green Circle, Suite 1970, Greenwood Village, CO |
80111 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (720) 488-1711
| (Former name or former address if changed since last report.) |
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))
Item 2.02 Results of Operations and Financial Conditions
On May 14, 2008, Lifevantage Corporation issued a press release entitled, “Lifevantage
Corporation Announces 3Q FY 2008 Financial and Operating Results”. The press release is attached
as Exhibit 99.1 hereto, which is furnished under Item 2.02 of this report and 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 (the
“Securities Act”) or the Exchange Act, regardless of any general incorporation language in such
filing.
On May 14, 2008, Lifevantage Corporation issued a press release entitled, “Lifevantage
Corporation Schedules 3rd Quarter FY 2008 Conference Call”. The press release is attached as
Exhibit 99.2 hereto, which is furnished under Item 2.02 of this report and shall not be deemed to
be “filed” for purposes of Section 18 of 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 or the Exchange Act, regardless of any general incorporation language in such
filing.
Item 7.01 Regulation FD Disclosure
On May 14, 2008, Lifevantage Corporation issued a press release entitled, “Lifevantage
Corporation Announces 3Q FY 2008 Financial and Operating Results”. The press release is attached
as Exhibit 99.1 hereto, which is furnished under Item 7.01 of this report and shall not be deemed
to be “filed” for purposes of Section 18 of 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 or the Exchange Act, regardless of any general incorporation language in such
filing.
On May 14, 2008, Lifevantage Corporation issued a press release entitled, “Lifevantage
Corporation Schedules 3rd Quarter FY 2008 Conference Call”. The press release is attached as
Exhibit 99.2 hereto, which is furnished under Item 7.01 of this report and shall not be deemed to
be “filed” for purposes of Section 18 of 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 or the Exchange Act, regardless of any general incorporation language in such
filing.
Item 9.01 Exhibits
99.1 Press release, dated May 14, 2008, entitled, “Lifevantage Corporation Announces 3Q FY
2008 Financial and Operating Results”.
99.2 Press release, dated May 14, 2008, entitled, “Lifevantage Corporation Schedules 3rd
Quarter FY 2008 Conference Call”.
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 thereunto duly authorized.
Date: May 14, 2008
LIFEVANTAGE CORPORATION
By: /s/ Bradford
K.
Amman
Bradford
K. Amman
Chief Financial Officer
EXHIBIT INDEX
|
Exhibit No.
|
Description | |
|
|
| 99.1 | Press release, dated May 14, 2008, entitled, “Lifevantage Corporation Announces 3Q FY 2008 Financial and Operating Results”. | |
| 99.2 | Press release, dated May 14, 2008, entitled, “Lifevantage Corporation Schedules 3rd Quarter FY 2008 Conference Call”. |
Exhibit 99.1
| FOR IMMEDIATE RELEASE | NEWS |
| May 14, 2008 | OTCBB: LFVN |
LIFEVANTAGE CORPORATION ANNOUNCES
3Q FY 2008 FINANCIAL AND OPERATING RESULTS
3Q FY 2008 FINANCIAL AND OPERATING RESULTS
GREENWOOD VILLAGE, Colorado — LifeVantage Corporation (OTCBB: LFVN), maker of
Protandim®, today announced results for its third quarter ended March 31, 2008. For the
three month period ended March 31, 2008, the Company recorded net revenues of $0.8 million and a
loss of $(0.6) million, or $(0.03) per share. For the three month period ended March 31, 2007, the
Company recorded net revenues of $1.0 million and a loss of $(0.6) million, or $(0.03) per share.
For the nine month period ended March 31, 2008, the Company recorded net revenues of $2.4 million
and a loss of $(1.3) million, or $(0.06) per share comparing to net revenues of $4.2 million and a
loss of $(3.2) million, or $(0.14) per share for the nine month period ended March 31, 2007.
LifeVantage President and CEO, David W. Brown, commented, “While net sales have been relatively
flat over the last three quarters, during the last three months we have succeeded in stabilizing
the downward sales trend the Company has experienced in recent years. We have strengthened our
management team with proven professionals, launched the Company’s first nation-wide television
media test and significantly increased our Internet presence. We believe that we are now poised for
significant customer acquisition and sales growth.”
About Protandim®
Protandim® is a unique approach to fighting the effects of cell-damaging free radical molecules
which advance the aging process, including many of the diseases of aging. The patented dietary
supplement increases the body’s natural antioxidant protection by inducing the cells of the body to
produce naturally occurring protective antioxidant enzymes, a process which is thousands of times
more effective than traditional vitamin-mineral supplements. Free radical damage occurs when a
person is subjected to environmental stresses and generally increases with age. Data from a
peer-reviewed scientific study in men and women, sponsored by LifeVantage, show that after 30 days
of taking Protandim®, the level of circulating toxins produced by free radicals decreased an
average of 40 percent. With continued use, the decrease was maintained at 120 days. For more
information, please visit the Protandim® product web site at www.protandim.com or contact Jan
Strode at (619) 890-4040.
About LifeVantage Corporation
LifeVantage Corporation is a publicly traded (OTCBB:LFVN), science based, natural products company,
dedicated to helping people reach their health and wellness goals through science-based solutions
to oxidative stress. Founded in 2003 and based in Colorado, LifeVantage develops nutraceutical
products, including Protandim, that leverage the company’s expertise and that are
intended to deliver significant health benefits to consumers. For more information, visit
www.protandim.com or contact Jan Strode at (619) 890-4040.
This press release contains forward-looking statements made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. 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 including the risk that sales of our product
may not continue at the levels discussed in this press release. These risks and uncertainties may
cause the Company’s actual results or outcomes to be materially different from those anticipated
and discussed herein. These and other risk factors are discussed in greater detail in the Company’s
Annual Report on Form 10-KSB for the year ended June 30, 2007, 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 press
release. All forward-looking statements are based on information currently available to the
Company, and the Company undertakes no obligation to revise or update these forward-looking
statements.
# # #
CONTACTS:
LifeVantage Corporation |
||
Jan Strode, Investor Relations
|
Telephone: (619) 890-4040 | |
Bradford Amman, CFO
|
Telephone: (720) 488-1711 |
LIFEVANTAGE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
CONDENSED CONSOLIDATED BALANCE SHEETS
| (Unaudited) | (Audited) | |||||||
| March 31, 2008 | June 30, 2007 | |||||||
ASSETS |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | 187,229 | $ | 160,760 | ||||
Marketable securities, available for sale |
1,375,000 | — | ||||||
Accounts receivable, net |
127,158 | 398,463 | ||||||
Inventory |
104,833 | 27,834 | ||||||
Deferred expenses |
73,204 | 117,807 | ||||||
Deposit with manufacturer |
306,084 | 388,791 | ||||||
Prepaid expenses |
112,229 | 60,175 | ||||||
Total current assets |
2,285,737 | 1,153,830 | ||||||
Long-term assets |
||||||||
Property and equipment, net |
76,848 | 108,915 | ||||||
Intangible assets, net |
2,281,653 | 2,311,110 | ||||||
Deferred debt offering costs, net |
214,806 | — | ||||||
Deposits |
61,144 | 340,440 | ||||||
TOTAL ASSETS |
$ | 4,920,188 | $ | 3,914,295 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
Current liabilities |
||||||||
Accounts payable |
$ | 252,807 | $ | 148,699 | ||||
Accrued expenses |
379,134 | 230,811 | ||||||
Deferred revenue |
519,030 | 818,250 | ||||||
Capital lease obligations, current portion |
1,453 | 2,301 | ||||||
Revolving line of credit and accrued interest |
250,379 | — | ||||||
Total current liabilities |
1,402,803 | 1,200,061 | ||||||
Long-term liabilities |
||||||||
Capital lease obligations, net of current portion |
— | 846 | ||||||
Convertible debt, net of discount |
275,513 | — | ||||||
Total liabilities |
1,678,316 | 1,200,907 | ||||||
Commitments and Contingencies |
||||||||
Stockholders’ equity |
||||||||
Common stock, par value $.001, 250,000,000 shares
authorized; 22,613,488 and 22,268,034 issued and
outstanding as of March 31, 2008 and June 30, 2007,
respectively |
22,613 | 22,268 | ||||||
Additional paid-in capital |
17,228,317 | 15,395,037 | ||||||
Accumulated (deficit) |
(14,009,058 | ) | (12,703,917 | ) | ||||
Total stockholders’ equity |
3,241,872 | 2,713,388 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ | 4,920,188 | $ | 3,914,295 | ||||
LIFEVANTAGE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| For the three months ended | For the nine months ended | |||||||||||||||
| March 31, | March 31, | |||||||||||||||
| 2008 | 2007 | 2008 | 2007 | |||||||||||||
Sales, net |
$ | 783,946 | $ | 995,274 | $ | 2,387,677 | $ | 4,207,518 | ||||||||
Cost of sales |
174,890 | 213,529 | 538,212 | 838,244 | ||||||||||||
Gross profit |
609,056 | 781,745 | 1,849,465 | 3,369,274 | ||||||||||||
Operating expenses: |
||||||||||||||||
Marketing and customer service |
357,990 | 504,616 | 1,021,111 | 2,605,616 | ||||||||||||
General and administrative |
702,404 | 806,878 | 1,606,926 | 3,606,824 | ||||||||||||
Research and development |
25,045 | 57,318 | 243,934 | 195,654 | ||||||||||||
Depreciation and amortization |
60,865 | 16,622 | 159,750 | 76,636 | ||||||||||||
Loss on disposal of assets |
— | — | — | 95,654 | ||||||||||||
Total operating expenses |
1,146,304 | 1,385,434 | 3,031,721 | 6,580,384 | ||||||||||||
Operating loss |
(537,248 | ) | (603,689 | ) | (1,182,256 | ) | (3,211,110 | ) | ||||||||
Other (expense) and income: |
||||||||||||||||
Interest (expense)/income |
(67,408 | ) | 15,403 | (122,885 | ) | 46,110 | ||||||||||
Other income/(expense) |
— | 5,953 | — | (2,547 | ) | |||||||||||
Net other (expense) income |
(67,408 | ) | 21,356 | (122,885 | ) | 43,563 | ||||||||||
Net loss |
$ | (604,656 | ) | $ | (582,333 | ) | $ | (1,305,141 | ) | $ | (3,167,547 | ) | ||||
Net loss per share, basic and diluted |
($0.03 | ) | ($0.03 | ) | ($0.06 | ) | ($0.14 | ) | ||||||||
Weighted average shares outstanding,
basic and fully diluted |
22,464,168 | 22,118,034 | 22,349,282 | 22,118,034 | ||||||||||||
Exhibit 99.2
| FOR IMMEDIATE RELEASE | NEWS | |
| May 14, 2008 | OTCBB: LFVN |
LIFEVANTAGE CORPORATION SCHEDULES 3RD QUARTER FY 2008
CONFERENCE CALL
CONFERENCE CALL
GREENWOOD VILLAGE, Colorado — LifeVantage Corporation (OTCBB: LFVN), maker of
Protandim®, will hold a conference call on May 22, 2008 at 2:00 p.m. MT (4:00 p.m. ET)
to discuss its third quarter fiscal year 2008 financial and operating results and its national
television advertising campaign.
Interested parties may listen to the call by dialing 800-257-2182. A replay of the call also will
be available by telephone until May 29, 2008 at 800-405-2236 passcode 11114490#.
About Protandim®
Protandim® is a unique approach to fighting the effects of cell-damaging free radical molecules
which advance the aging process, including many of the diseases of aging. The patented dietary
supplement increases the body’s natural antioxidant protection by inducing the cells of the body to
produce naturally occurring protective antioxidant enzymes, a process which is thousands of times
more effective than traditional vitamin-mineral supplements. Free radical damage occurs when a
person is subjected to environmental stresses and generally increases with age. Data from a
peer-reviewed scientific study in men and women, sponsored by LifeVantage, show that after 30 days
of taking Protandim®, the level of circulating toxins produced by free radicals decreased an
average of 40 percent. With continued use, the decrease was maintained at 120 days. For more
information, please visit the Protandim® product web site at www.protandim.com or contact Jan
Strode at (619) 890-4040.
About LifeVantage Corporation
LifeVantage Corporation is a publicly traded (OTCBB: LFVN), science based, natural products
company, dedicated to helping people reach their health and wellness goals through science-based
solutions to oxidative stress. Founded in 2003 and based in Colorado, LifeVantage develops
nutraceutical products, including Protandim, that leverage the company’s expertise and that are
intended to deliver significant health benefits to consumers. For more information, visit
www.protandim.com or contact Jan Strode at (619) 890-4040.
This document contains forward-looking statements made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. The Company uses the words “anticipate,”
“believe,” “could,” “should,” “estimate,” “expect,” “intend,” “may,” “predict,” “project,” “plan,”
“target” and similar terms and phrases, including references to assumptions, to identify
forward-looking 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, the risk that government regulators and regulations could adversely affect
our business; future laws or regulations may hinder or prohibit the
production or sale of our existing product and any future products; unfavorable publicity could
materially hurt our business; and the Company’s ability to protect our intellectual property rights
and the value of our product. These and other risk factors are discussed in greater detail in the
Company’s Annual Report on Form 10-KSB under the caption “Risk Factors”, and in other documents
filed 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. In light of these risks and uncertainties, investors should keep in mind
that the results, events or developments disclosed in any forward-looking statement made in this
news release may not occur.
# # #
CONTACTS:
LifeVantage Corporation |
||
Jan Strode, Investor Relations
|
Telephone: (619) 890-4040 | |
Bradford Amman, CFO |
Telephone: (720) 488-1711 |