þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2013
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____________ TO _____________
|
|
NU SKIN ENTERPRISES, INC.
|
|
||
|
(Exact name of registrant as specified in its charter)
|
|
||
Delaware
|
|
|
|
87-0565309
|
(State or other jurisdiction of incorporation or organization)
|
75 WEST CENTER STREET
PROVO, UT 84601
|
(IRS Employer Identification No.)
|
||
|
(Address of principal executive offices, including zip code)
|
|
||
|
(801) 345-1000
|
|
||
|
(Registrant's telephone number, including area code)
|
|
Large accelerated filer
þ
|
Accelerated filer
¨
|
|
|
Non-accelerated filer
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
¨
|
|
|
|
|
Page
|
Part I.
|
Financial Information
|
|
|
|
|
Item 1.
|
Financial Statements (Unaudited):
|
|
|
|
|
Consolidated Balance Sheets
|
|
1
|
|
|
Consolidated Statements of Income
|
|
2
|
|
|
Consolidated Statements of Comprehensive Earnings
|
|
3
|
|
|
Consolidated Statements of Cash Flows
|
|
4
|
|
|
Notes to Consolidated Financial Statements
|
|
5
|
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
13
|
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
|
23
|
|
Item 4.
|
Controls and Procedures
|
|
24
|
|
|
|
|
|
|
|
|
|
|
Part II.
|
Other Information
|
|
|
|
|
Item 1.
|
Legal Proceedings
|
|
24
|
|
Item 1A.
|
Risk Factors
|
|
24
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
24
|
|
Item 3.
|
Defaults Upon Senior Securities
|
|
24
|
|
Item 4.
|
Mine Safety Disclosures
|
|
24
|
|
Item 5.
|
Other Information
|
|
24
|
|
Item 6.
|
Exhibits
|
|
25
|
|
|
|
|
|
|
Signature
|
|
|
26
|
|
June 30,
|
December 31,
|
||||||
|
2013
|
2012
|
||||||
ASSETS
|
|
|
||||||
Current assets:
|
|
|
||||||
Cash and cash equivalents
|
$
|
402,678
|
$
|
320,025
|
||||
Current investments
|
8,754
|
13,378
|
||||||
Accounts receivable
|
59,043
|
36,850
|
||||||
Inventories, net
|
178,183
|
135,874
|
||||||
Prepaid expenses and other
|
117,138
|
93,276
|
||||||
|
765,796
|
599,403
|
||||||
|
||||||||
Property and equipment, net
|
304,619
|
229,787
|
||||||
Goodwill
|
112,446
|
112,446
|
||||||
Other intangible assets, net
|
87,644
|
92,518
|
||||||
Other assets
|
122,202
|
118,753
|
||||||
Total assets
|
$
|
1,392,707
|
$
|
1,152,907
|
||||
|
||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
48,954
|
$
|
47,882
|
||||
Accrued expenses
|
355,215
|
233,202
|
||||||
Current portion of long-term debt
|
69,461
|
39,019
|
||||||
|
473,630
|
320,103
|
||||||
|
||||||||
Long-term debt
|
128,664
|
154,963
|
||||||
Other liabilities
|
98,326
|
87,229
|
||||||
Total liabilities
|
700,620
|
562,295
|
||||||
|
||||||||
Commitments and contingencies (Note 9)
|
||||||||
|
||||||||
Stockholders' equity:
|
||||||||
Class A common stock – 500 million shares authorized, $.001 par value, 90.6 million shares issued
|
91
|
91
|
||||||
Additional paid-in capital
|
332,588
|
317,293
|
||||||
Treasury stock, at cost – 31.7 million and 32.2 million shares
|
(718,800
|
)
|
(714,853
|
)
|
||||
Accumulated other comprehensive loss
|
(55,272
|
)
|
(51,822
|
)
|
||||
Retained earnings
|
1,133,480
|
1,039,903
|
||||||
|
692,087
|
590,612
|
||||||
Total liabilities and stockholders' equity
|
$
|
1,392,707
|
$
|
1,152,907
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||||||
|
June 30,
|
June 30,
|
||||||||||||||
|
2013
|
2012
|
2013
|
2012
|
||||||||||||
|
|
|
|
|
||||||||||||
Revenue
|
$
|
682,927
|
$
|
593,235
|
$
|
1,233,021
|
$
|
1,055,237
|
||||||||
Cost of sales
|
111,273
|
95,584
|
201,318
|
171,340
|
||||||||||||
|
||||||||||||||||
Gross profit
|
571,654
|
497,651
|
1,031,703
|
883,897
|
||||||||||||
|
||||||||||||||||
Operating expenses:
|
||||||||||||||||
Selling expenses
|
308,769
|
267,363
|
550,652
|
469,898
|
||||||||||||
General and administrative expenses
|
148,302
|
132,376
|
283,809
|
244,424
|
||||||||||||
|
||||||||||||||||
Total operating expenses
|
457,071
|
399,739
|
834,461
|
714,322
|
||||||||||||
|
||||||||||||||||
Operating income
|
114,583
|
97,912
|
197,242
|
169,575
|
||||||||||||
Other income (expense), net
|
(1,187
|
)
|
(3,369
|
)
|
(1,075
|
)
|
266
|
|||||||||
|
||||||||||||||||
Income before provision for income taxes
|
113,396
|
94,543
|
196,167
|
169,841
|
||||||||||||
Provision for income taxes
|
38,961
|
34,136
|
67,450
|
61,605
|
||||||||||||
|
||||||||||||||||
Net income
|
$
|
74,435
|
$
|
60,407
|
$
|
128,717
|
$
|
108,236
|
||||||||
|
||||||||||||||||
Net income per share (Note 2):
|
||||||||||||||||
Basic
|
$
|
1.27
|
$
|
0.98
|
$
|
2.20
|
$
|
1.75
|
||||||||
Diluted
|
$
|
1.22
|
$
|
0.94
|
$
|
2.11
|
$
|
1.67
|
||||||||
|
||||||||||||||||
Weighted-average common shares outstanding (000s):
|
||||||||||||||||
Basic
|
58,620
|
61,706
|
58,487
|
62,016
|
||||||||||||
Diluted
|
61,121
|
64,230
|
60,882
|
64,773
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||||||
|
June 30,
|
June 30,
|
||||||||||||||
|
2013
|
2012
|
2013
|
2012
|
||||||||||||
|
|
|
|
|
||||||||||||
Net income
|
$
|
74,435
|
$
|
60,407
|
$
|
128,717
|
$
|
108,236
|
||||||||
|
||||||||||||||||
Other comprehensive income, net of tax:
|
||||||||||||||||
Foreign currency translation adjustment
|
426
|
(3,108
|
)
|
(2,947
|
)
|
1,268
|
||||||||||
Net unrealized gains/(losses) on foreign currency cash flow hedges
|
575
|
(1,461
|
)
|
1,561
|
1,960
|
|||||||||||
Less:
Reclassification adjustment for realized
losses (gains) in current earnings
|
(901
|
)
|
(87
|
)
|
(2,064
|
)
|
130
|
|||||||||
|
100
|
(4,656
|
)
|
(3,450
|
)
|
3,358
|
||||||||||
|
||||||||||||||||
Comprehensive income
|
$
|
74,535
|
$
|
55,751
|
$
|
125,267
|
$
|
111,594
|
|
Six Months Ended
|
|||||||
|
June 30,
|
|||||||
|
2013
|
2012
|
||||||
Cash flows from operating activities:
|
|
|
||||||
Net income
|
$
|
128,717
|
$
|
108,236
|
||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
15,527
|
16,938
|
||||||
Foreign currency (gains)/losses
|
863
|
(938
|
)
|
|||||
Stock-based compensation
|
11,411
|
11,131
|
||||||
Deferred taxes
|
(2,901
|
)
|
3,508
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(24,647
|
)
|
(13,447
|
)
|
||||
Inventories, net
|
(45,228
|
)
|
(12,912
|
)
|
||||
Prepaid expenses and other
|
(25,515
|
)
|
(7,441
|
)
|
||||
Other assets
|
(10,987
|
)
|
(12,479
|
)
|
||||
Accounts payable
|
3,593
|
12,152
|
||||||
Accrued expenses
|
132,787
|
56,860
|
||||||
Other liabilities
|
5,237
|
6,746
|
||||||
|
||||||||
Net cash provided by operating activities
|
188,857
|
168,354
|
||||||
|
||||||||
Cash flows from investing activities:
|
||||||||
Purchases of property and equipment
|
(82,515
|
)
|
(30,142
|
)
|
||||
Proceeds of investment sales
|
9,701
|
13,944
|
||||||
Purchases of investments
|
(5,077
|
)
|
(9,855
|
)
|
||||
|
||||||||
Net cash used in investing activities
|
(77,891
|
)
|
(26,053
|
)
|
||||
|
||||||||
Cash flows from financing activities:
|
||||||||
Exercise of employee stock options
|
7,359
|
1,951
|
||||||
Payment of debt
|
(13,890
|
)
|
(15,398
|
)
|
||||
Payment of cash dividends
|
(35,140
|
)
|
(24,741
|
)
|
||||
Income tax benefit of options exercised
|
7,309
|
6,316
|
||||||
Proceeds from debt
|
35,000
|
100,006
|
||||||
Repurchases of shares of common stock
|
(14,615
|
)
|
(113,314
|
)
|
||||
|
||||||||
Net cash used in financing activities
|
(13,977
|
)
|
(45,180
|
)
|
||||
|
||||||||
Effect of exchange rate changes on cash
|
(14,336
|
)
|
1,706
|
|||||
|
||||||||
Net increase in cash and cash equivalents
|
82,653
|
98,827
|
||||||
|
||||||||
Cash and cash equivalents, beginning of period
|
320,025
|
272,974
|
||||||
|
||||||||
Cash and cash equivalents, end of period
|
$
|
402,678
|
$
|
371,801
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||||||
|
June 30,
|
June 30,
|
||||||||||||||
Revenue:
|
2013
|
2012
|
2013
|
2012
|
||||||||||||
|
|
|
|
|
||||||||||||
Greater China
|
$
|
269,146
|
$
|
199,728
|
$
|
444,852
|
$
|
292,339
|
||||||||
North Asia
|
196,757
|
177,695
|
384,950
|
359,895
|
||||||||||||
South Asia/Pacific
|
85,916
|
98,344
|
153,158
|
175,665
|
||||||||||||
Americas
|
84,289
|
71,766
|
160,830
|
138,106
|
||||||||||||
EMEA
|
46,819
|
45,702
|
89,231
|
89,232
|
||||||||||||
Totals
|
$
|
682,927
|
$
|
593,235
|
$
|
1,233,021
|
$
|
1,055,237
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||||||
|
June 30,
|
June 30,
|
||||||||||||||
Revenue:
|
2013
|
2012
|
2013
|
2012
|
||||||||||||
|
|
|
|
|
||||||||||||
Nu Skin
|
$
|
417,483
|
$
|
295,068
|
$
|
743,669
|
$
|
544,583
|
||||||||
Pharmanex
|
264,198
|
296,292
|
486,592
|
506,597
|
||||||||||||
Other
|
1,246
|
1,875
|
2,760
|
4,057
|
||||||||||||
Totals
|
$
|
682,927
|
$
|
593,235
|
$
|
1,233,021
|
$
|
1,055,237
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||||||
|
June 30,
|
June 30,
|
||||||||||||||
Revenue:
|
2013
|
2012
|
2013
|
2012
|
||||||||||||
|
|
|
|
|
||||||||||||
Mainland China
|
$
|
197,609
|
$
|
57,299
|
$
|
321,662
|
$
|
108,137
|
||||||||
Japan
|
98,869
|
115,615
|
205,551
|
225,679
|
||||||||||||
South Korea
|
97,888
|
62,080
|
179,399
|
134,216
|
||||||||||||
United States
|
62,350
|
57,485
|
120,112
|
111,401
|
||||||||||||
Europe
|
41,430
|
40,100
|
78,551
|
77,842
|
Long-lived assets:
|
June 30, 2013
|
December 31, 2012
|
||||||
|
|
|
||||||
Mainland China
|
$
|
49,150
|
$
|
30,199
|
||||
Japan
|
7,235
|
8,441
|
||||||
South Korea
|
13,132
|
14,030
|
||||||
United States
|
222,172
|
163,137
|
||||||
Europe
|
2,584
|
2,622
|
Facility or
Arrangement
|
Original Principal Amount
|
Balance as of
June 30, 2013
(1)
|
Balance as of
December 31, 2012
|
Interest Rate
|
Repayment terms
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Multi-currency uncommitted
shelf facility: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. dollar
denominated:
|
|
$40.0 million
|
|
$22.9 million
|
|
$22.9 million
|
|
6.2%
|
|
Notes due July 2016 with annual principal payments that began in July 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$20.0 million
|
|
$11.4 million
|
|
$14.3 million
|
|
6.2%
|
|
Notes due January 2017 with annual principal payments that began in January 2011.
|
|
|
|
|
|
|
|
|
|
|
|
Japanese yen
denominated:
|
|
3.1 billion yen
|
|
0.4 billion yen ($4.5 million as of June 30, 2013)
|
|
0.9 billion yen ($10.2 million as of December 31, 2012)
|
|
1.7%
|
|
Notes due April 2014 with annual principal payments that began in April 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.3 billion yen
|
|
1.6 billion yen ($16.3 million as of June 30, 2013)
|
|
1.6 billion yen ($18.7 million as of December 31, 2012)
|
|
2.6%
|
|
Notes due September 2017 with annual principal payments that began in September 2011.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.2 billion yen
|
|
1.2 billion yen ($12.5 million as of June 30, 2013)
|
|
1.6 billion yen ($17.9 million as of December 31, 2012)
|
|
3.3%
|
|
Notes due January 2017 with annual principal payments that began in January 2011.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.0 billion yen
|
|
8.0 billion yen ($80.5 million as of June 30, 2013)
|
|
8.0 billion yen ($92.0 million as of December 31, 2012)
|
|
1.7%
|
|
Notes due May 2022 with annual principal payments that begin in May 2016.
|
|
|
|
|
|
|
|
|
|
|
|
Committed loan
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. dollar
denominated:
|
|
$30.0 million
|
|
$15.0 million
|
|
$18.0 million
|
|
Variable 30 day: 1.192%
|
|
Amortizes at $0.5 million every 30 days.
|
|
|
|
|
|
|
|
|
|
|
|
Revolving credit facility
(3)
|
|
$35.0 million
|
|
$35.0 million
|
|
N/A
|
|
Variable 30 day:
0.70%
|
|
Revolving line of credit.
|
(1) | The current portion of the Company's long-term debt (i.e. becoming due in the next 12 months) includes $10.9 million of the balance of its Japanese yen-denominated debt under the multi-currency uncommitted shelf facility, $8.6 million of the balance on its U.S. dollar denominated debt under the multi-currency uncommitted shelf facility, $15.0 million of the Company's committed loan and $35.0 million of its revolving loan. |
(2) | The committed loan is secured by deeds of trust with respect to the Company's corporate headquarters and distribution center in Provo, Utah. |
(3) | On February 5, 2013, the Company entered into a second amendment of the amended and restated credit agreement. The amendment increased the commitment amount from $25.0 million to $100.0 million from February 2013 to February 2014, after which the commitment amount returns to the current level over a three-month period. |
|
Three Months Ended
|
|
Six Months Ended
|
|
||||||||||||||||||||
|
June 30,
|
|
June 30,
|
|
||||||||||||||||||||
|
2013
|
2012
|
Change
|
2013
|
2012
|
Change
|
||||||||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||
Mainland China
|
$
|
197.6
|
$
|
57.3
|
245%
|
|
$
|
321.7
|
$
|
108.1
|
198%
|
|
||||||||||||
Taiwan
|
38.1
|
40.5
|
(6%)
|
|
70.6
|
65.4
|
8%
|
|
||||||||||||||||
Hong Kong
|
33.4
|
101.9
|
(67%)
|
|
52.6
|
118.8
|
(56%)
|
|
||||||||||||||||
Greater China total
|
$
|
269.1
|
$
|
199.7
|
35%
|
|
$
|
444.9
|
$
|
292.3
|
52%
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
||||||||||||||||||||
|
June 30,
|
|
June 30,
|
|
||||||||||||||||||||
|
2013
|
2012
|
Change
|
2013
|
2012
|
Change
|
||||||||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||
Japan
|
$
|
98.9
|
$
|
115.6
|
(14%)
|
|
$
|
205.6
|
$
|
225.7
|
(9%)
|
|
||||||||||||
South Korea
|
97.9
|
62.1
|
58%
|
|
179.4
|
134.2
|
34%
|
|
||||||||||||||||
North Asia total
|
$
|
196.8
|
$
|
177.7
|
11%
|
|
$
|
385.0
|
$
|
359.9
|
7%
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
||||||||||||||||||||
|
June 30,
|
|
June 30,
|
|
||||||||||||||||||||
|
2013
|
2012
|
Change
|
2013
|
2012
|
Change
|
||||||||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||
South Asia/Pacific
|
$
|
85.9
|
$
|
98.3
|
(13%)
|
|
$
|
153.2
|
$
|
175.7
|
(13%)
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
||||||||||||||||||||
|
June 30,
|
|
June 30,
|
|
||||||||||||||||||||
|
2013
|
2012
|
Change
|
2013
|
2012
|
Change
|
||||||||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||
Americas
|
$
|
84.3
|
$
|
71.8
|
17%
|
|
$
|
160.8
|
$
|
138.1
|
16%
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
||||||||||||||||||||
|
June 30,
|
|
June 30,
|
|
||||||||||||||||||||
|
2013
|
2012
|
Change
|
2013
|
2012
|
Change
|
||||||||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||
EMEA
|
$
|
46.8
|
$
|
45.7
|
2%
|
|
$
|
89.2
|
$
|
89.2
|
*
|
• | construction of an innovation center and related development projects on our Provo campus and a new Greater China regional headquarters in Shanghai, China; |
• | expansion of manufacturing facilities in Mainland China; |
• | the build-out and upgrade of leasehold improvements in our various markets, including stores and support centers in Mainland China; and |
• | purchases of computer systems and software, including equipment and development costs. |
Facility or
Arrangement
|
Original Principal Amount
|
Balance as of
June 30, 2013
(1)
|
Interest Rate
|
Repayment terms
|
||||
|
|
|
|
|
|
|
|
|
Multi-currency uncommitted
shelf facility: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. dollar
denominated:
|
|
$40.0 million
|
|
$22.9 million
|
|
6.2%
|
|
Notes due July 2016 with annual principal payments that began in July 2010.
|
|
|
|
|
|
|
|
|
|
|
|
$20.0 million
|
|
$11.4 million
|
|
6.2%
|
|
Notes due January 2017 with annual principal payments that began in January 2011.
|
|
|
|
|
|
|
|
|
|
Japanese yen
denominated:
|
|
3.1 billion yen
|
|
0.4 billion yen ($4.5 million as of June 30, 2013)
|
|
1.7%
|
|
Notes due April 2014 with annual principal payments that began in April 2008.
|
|
|
|
|
|
|
|
|
|
|
|
2.3 billion yen
|
|
1.6 billion yen ($16.3 million as of June 30, 2012)
|
|
2.6%
|
|
Notes due September 2017 with annual principal payments that began in September 2011.
|
|
|
|
|
|
|
|
|
|
|
|
2.2 billion yen
|
|
1.2 billion yen ($12.5 million as of June 30, 2013)
|
|
3.3%
|
|
Notes due January 2017 with annual principal payments that began in January 2011.
|
|
|
|
|
|
|
|
|
|
|
|
8.0 billion yen
|
|
8.0 billion yen
($80.5 million as of June 30, 2013)
|
|
1.7%
|
|
Notes due May 2022 with annual principal payments that begin in May 2016.
|
|
|
|
|
|
|
|
|
|
Committed loan
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. dollar
denominated:
|
|
$30.0 million
|
|
$15.0 million
|
|
Variable 30 day: 1.192%
|
|
Amortizes at $0.5 million every 30 days.
|
|
|
|
|
|
|
|
|
|
Revolving credit facility
(3)
|
|
$35.0 million
|
|
$35.0 million
|
|
Variable 30 day: 0.70%
|
|
Revolving line of credit.
|
(1) | The current portion of our long-term debt (i.e. becoming due in the next 12 months) includes $10.9 million of the balance of our Japanese yen-denominated debt under the multi-currency uncommitted shelf facility, $8.6 million of the balance on our U.S. dollar denominated debt under the multi-currency uncommitted shelf facility, $15.0 million of our committed loan and $35.0 million of our revolving loan. |
(2) | The committed loan is secured by deeds of trust with respect to our corporate headquarters and distribution center in Provo, Utah. |
(3) | On February 5, 2013, we entered into a second amendment of the amended and restated credit agreement. The amendment increased the commitment amount from $25.0 million to $100.0 million from February 2013 to February 2014, after which the commitment amount returns to the current level over a three-month period. |
|
As of June 30, 2013
|
|
As of June 30, 2012
|
||||
Region:
|
Actives
|
|
Sales Leaders
|
|
Actives
|
|
Sales Leaders
|
|
|
|
|
|
|
|
|
Greater China
|
376,000
|
|
30,455
|
|
170,000
|
|
20,182
|
North Asia
|
389,000
|
|
17,372
|
|
337,000
|
|
14,370
|
South Asia/Pacific
|
114,000
|
|
7,120
|
|
99,000
|
|
8,856
|
Americas
|
176,000
|
|
6,954
|
|
170,000
|
|
5,994
|
EMEA
|
124,000
|
|
4,484
|
|
119,000
|
|
4,626
|
Total
|
1,179,000
|
|
66,385
|
|
895,000
|
|
54,028
|
ITEM 1. | LEGAL PROCEEDINGS |
ITEM 6. | EXHIBITS |
10.1 | Amended and Restated Nu Skin Enterprises, Inc. 2010 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 7, 2013). |
10.2 | Amendment to the Second Amended and Restated Nu Skin Enterprises, Inc. 1996 Stock Incentive Plan. |
10.3 | Amendment to the Nu Skin Enterprises, Inc. 2006 Stock Incentive Plan. |
10.4 | Form of Amended & Restated 2010 Plan Director Stock Option Grant Agreement. |
10.5 | Form of Amended & Restated 2010 Plan Director Restricted Stock Unit Grant Agreement. |
31.1 | Certification by M. Truman Hunt, President and Chief Executive Officer, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes–Oxley Act of 2002. |
31.2 | Certification by Ritch N. Wood, Chief Financial Officer, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1 | Certification by M. Truman Hunt, President and Chief Executive Officer, pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2 | Certification by Ritch N. Wood, Chief Financial Officer, pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Extension Schema Document |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
By: | /s/ Ritch N. Wood | |||
Ritch N. Wood | ||||
Its: | Chief Financial Officer | |||
(Duly Authorized Officer and Principal Financial and Accounting Officer) | ||||
|
||||
(a)
|
an act of fraud or intentional misrepresentation related to Participant's services;
|
(b)
|
disclosure or use of confidential information in a manner detrimental to the Company;
|
(c)
|
competing with the Company; or
|
(d)
|
any other willful misconduct by Participant that is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the Company. The Committee, in its sole discretion, may waive at any time in writing this forfeiture provision and release Participant from liability hereunder.
|
(a)
|
Acknowledges receipt of the Plan and represents that Participant is familiar with the provisions of the Plan, and that Participant enters into this Agreement subject to all of the provisions of the Plan;
|
(b)
|
Recognizes that the Committee has been granted complete authority to administer the Plan in its sole discretion, and agrees to accept all decisions related to the Plan and all interpretations of the Plan made by the Committee as final and conclusive upon Participant and upon all persons at any time claiming any interest through Participant in the Options or the Shares subject to this Agreement; and
|
(c)
|
Acknowledges and understands that the establishment of the Plan and the existence of this Agreement are not sufficient, in and of themselves, to exempt Participant from the requirements of Section 16(b) of the Exchange Act, as amended and any rules or regulations promulgated thereunder, and that Participant (to the extent Section 16(b) applies to Participant) shall not be exempt from such requirements pursuant to Rule 16b-3 unless and until Participant shall comply with all applicable requirements of Rule 16b-3, including without limitation, the possible requirement that Participant must not sell or otherwise dispose of any Share acquired hereby unless and until a period of at least six months shall have elapsed between the date upon which such Options was granted to Participant and the date upon which Participant desires to sell or otherwise dispose of any Share acquired under such Options.
|
(a)
|
withholding from proceeds of the sale of Shares acquired upon exercise of the Options either through a voluntary sale or through a mandatory sale arranged by the Company
(on Participant's behalf pursuant to this authorization); or
|
(b)
|
withholding from Participant's wages or other cash compensation paid to Participant by the Company; or
|
(c)
|
withholding in Shares to be issued upon exercise of the Options.
|
(a)
|
the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
|
(b)
|
the grant of Options is voluntary and occasional and does not create any contractual or other right to receive future awards of Options, or benefits in lieu of Options even if Options have been awarded in the past;
|
(c)
|
nothing in this Agreement or in the Plan shall confer upon Participant any right to continue in the service of the Company as a Director or in any other capacity;
|
(d)
|
all decisions with respect to future grants of Options or other grants, if any, will be at the sole discretion of the Company;
|
(e)
|
Participant's participation in the Plan is voluntary; and
|
(f)
|
in the event of the termination of Participant's Continuous Service, and unless otherwise expressly provided in this Agreement or determined by the Company, Participant's right to vest in the Options under the Plan, if any, will terminate as of the date Participant's Continuous Service terminated, as determined by the Committee in its sole discretion; similarly, any right to exercise Options after termination of Participant's Continuous Service will be measured from the date Participant is no longer providing Continuous Service, as determined by the Committee in its sole discretion.
|
(a)
|
an act of fraud or intentional misrepresentation related to Participant's services;
|
(b)
|
disclosure or use of confidential information in a manner detrimental to the Company;
|
(c)
|
competing with the Company; or
|
(d)
|
any other willful misconduct by Participant that is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the Company. The Committee, in its sole discretion, may waive at any time in writing this forfeiture provision and release Participant from liability hereunder.
|
(a)
|
Acknowledges receipt of the Plan and represents that Participant is familiar with the provisions of the Plan, and that Participant enters into this Agreement subject to all of the provisions of the Plan;
|
(b)
|
Recognizes that the Committee has been granted complete authority to administer the Plan in its sole discretion, and agrees to accept all decisions related to the Plan and all interpretations of the Plan made by the Committee as final and conclusive upon Participant and upon all persons at any time claiming any interest through Participant in the Restricted Stock Units or the Shares subject to this Agreement; and
|
(c)
|
Acknowledges and understands that the establishment of the Plan and the existence of this Agreement are not sufficient, in and of themselves, to exempt Participant from the requirements of Section 16(b) of the Exchange Act and any rules or regulations promulgated thereunder, and that Participant (to the extent Section 16(b) applies to Participant) shall not be exempt from such requirements pursuant to Rule 16b-3 unless and until Participant shall comply with all applicable requirements of Rule 16b-3, including without limitation, the possible requirement that Participant must not sell or otherwise dispose of any Share acquired hereby unless and until a period of at least six months shall have elapsed between the date upon which such Restricted Stock Unit was granted to Participant and the date upon which Participant desires to sell or otherwise dispose of any Share acquired under such Restricted Stock Unit.
|
(a)
|
withholding from proceeds of the sale of Shares acquired upon settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company
(on Participant's behalf pursuant to this authorization); or
|
(b)
|
withholding from Participant's wages or other cash compensation paid to Participant by the Company; or
|
(c)
|
withholding in Shares to be issued upon settlement of the Restricted Stock Units.
|
(a)
|
the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
|
(b)
|
the grant of Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future awards of Restricted Stock Units, or benefits in lieu of Restricted Stock Units even if Restricted Stock Units have been awarded in the past;
|
(c)
|
nothing in this Agreement or in the Plan shall confer upon Participant any right to continue in the service of the Company as a Director or in any other capacity;
|
(d)
|
all decisions with respect to future grants of Restricted Stock Units or other grants, if any, will be at the sole discretion of the Company;
|
(e)
|
Participant's participation in the Plan is voluntary; and
|
(f)
|
in the event of the termination of Participant's Continuous Service, and unless otherwise expressly provided in this Agreement or determined by the Company, Participant's right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of the date Participant's Continuous Service terminated, as determined by the Committee in its sole discretion.
|