☑ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2020
|
☐ |
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)
|
(IRS Employer Identification No.)
|
75 West Center Street
Provo, Utah 84601
|
||
(Address of principal executive offices, including zip code)
|
||
(801) 345-1000
|
||
(Registrant’s telephone number, including area code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
||
Class A Common Stock, $.001 par value
|
NUS
|
New York Stock Exchange
|
Large accelerated filer ☑
|
Accelerated filer ☐
|
Non-accelerated filer ☐
|
Smaller reporting company ☐
|
Emerging growth company ☐
|
|
Page
|
||
Part I.
|
|||
Item 1.
|
|||
1
|
|||
2
|
|||
3
|
|||
4
|
|||
5
|
|||
6
|
|||
Item 2.
|
13
|
||
Item 3.
|
20
|
||
Item 4.
|
20
|
||
Part II.
|
|||
Item 1.
|
21
|
||
Item 1A.
|
21
|
||
Item 2.
|
22
|
||
Item 3.
|
22
|
||
Item 4.
|
22
|
||
Item 5.
|
22
|
||
Item 6.
|
22
|
||
23
|
|
March 31,
2020
|
December 31,
2019
|
||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
352,578
|
$
|
335,630
|
||||
Current investments
|
9,087
|
8,413
|
||||||
Accounts receivable, net
|
43,973
|
50,378
|
||||||
Inventories, net
|
257,474
|
275,891
|
||||||
Prepaid expenses and other
|
66,457
|
69,854
|
||||||
Total current assets
|
729,569
|
740,166
|
||||||
Property and equipment, net
|
449,486
|
453,604
|
||||||
Right-of-use assets
|
147,678
|
144,326
|
||||||
Goodwill
|
196,573
|
196,573
|
||||||
Other intangible assets, net
|
77,796
|
80,321
|
||||||
Other assets
|
145,217
|
154,016
|
||||||
Total assets
|
$
|
1,746,319
|
$
|
1,769,006
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
39,891
|
$
|
38,979
|
||||
Accrued expenses
|
285,213
|
290,281
|
||||||
Current portion of long-term debt
|
95,000
|
27,500
|
||||||
Total current liabilities
|
420,104
|
356,760
|
||||||
Operating lease liabilities
|
108,145
|
105,701
|
||||||
Long-term debt
|
327,197
|
334,461
|
||||||
Other liabilities
|
90,375
|
96,795
|
||||||
Total liabilities
|
945,821
|
893,717
|
||||||
Commitments and contingencies (Note 10)
|
|
|
||||||
Stockholders’ equity:
|
||||||||
Class A common stock – 500 million shares authorized, $0.001 par value, 90.6 million shares issued
|
91
|
91
|
||||||
Additional paid-in capital
|
557,916
|
557,544
|
||||||
Treasury stock, at cost – 37.5 million and 35.0 million shares
|
(1,384,036
|
)
|
(1,324,826
|
)
|
||||
Accumulated other comprehensive loss
|
(100,289
|
)
|
(85,292
|
)
|
||||
Retained earnings
|
1,726,816
|
1,727,772
|
||||||
Total stockholders’ equity
|
800,498
|
875,289
|
||||||
Total liabilities and stockholders’ equity
|
$
|
1,746,319
|
$
|
1,769,006
|
|
Three Months Ended
March 31,
|
|||||||
2020
|
2019
|
|||||||
Revenue
|
$
|
518,028
|
$
|
623,623
|
||||
Cost of sales
|
125,793
|
146,664
|
||||||
Gross profit
|
392,235
|
476,959
|
||||||
Operating expenses:
|
||||||||
Selling expenses
|
206,042
|
249,708
|
||||||
General and administrative expenses
|
149,628
|
158,598
|
||||||
Total operating expenses
|
355,670
|
408,306
|
||||||
Operating income
|
36,565
|
68,653
|
||||||
Other income (expense), net
|
(6,174
|
)
|
(2,848
|
)
|
||||
Income before provision for income taxes
|
30,391
|
65,805
|
||||||
Provision for income taxes
|
10,661
|
22,803
|
||||||
Net income
|
$
|
19,730
|
$
|
43,002
|
||||
Net income per share (Note 6):
|
||||||||
Basic
|
$
|
0.36
|
$
|
0.78
|
||||
Diluted
|
$
|
0.36
|
$
|
0.77
|
||||
Weighted-average common shares outstanding (000s):
|
||||||||
Basic
|
55,059
|
55,436
|
||||||
Diluted
|
55,101
|
56,128
|
|
Three Months Ended
March 31,
|
|||||||
2020
|
2019
|
|||||||
Net income
|
$
|
19,730
|
$
|
43,002
|
||||
Other comprehensive (loss) income, net of tax:
|
||||||||
Foreign currency translation adjustment, net of taxes of $(3) and $(145) for the three months ended March 31, 2020 and 2019, respectively
|
(14,997
|
)
|
4,140
|
|||||
Comprehensive income
|
$
|
4,733
|
$
|
47,142
|
|
For the Three Months Ended March 31, 2020
|
|||||||||||||||||||||||
Class A
Common
Stock
|
Additional
Paid-in
Capital
|
Treasury
Stock
|
Accumulated
Other
Comprehensive
Loss
|
Retained
Earnings
|
Total
|
|||||||||||||||||||
Balance at January 1, 2020
|
$
|
91
|
$
|
557,544
|
$
|
(1,324,826
|
)
|
$
|
(85,292
|
)
|
$
|
1,727,772
|
$
|
875,289
|
||||||||||
Net income
|
—
|
—
|
—
|
—
|
19,730
|
19,730
|
||||||||||||||||||
Other comprehensive loss, net of tax
|
—
|
—
|
—
|
(14,997
|
)
|
—
|
(14,997
|
)
|
||||||||||||||||
Repurchase of Class A common stock (Note 6)
|
—
|
—
|
(60,886
|
)
|
—
|
—
|
(60,886
|
)
|
||||||||||||||||
Exercise of employee stock options (0.1 million shares)/vesting of stock awards
|
—
|
(3,083
|
)
|
1,676
|
—
|
—
|
(1,407
|
)
|
||||||||||||||||
Stock-based compensation
|
—
|
3,455
|
—
|
—
|
—
|
3,455
|
||||||||||||||||||
Cash dividends
|
—
|
—
|
—
|
—
|
(20,686
|
)
|
(20,686
|
)
|
||||||||||||||||
Balance at March 31, 2020
|
$
|
91
|
$
|
557,916
|
$
|
(1,384,036
|
)
|
$
|
(100,289
|
)
|
$
|
1,726,816
|
$
|
800,498
|
|
For the Three Months Ended March 31, 2019
|
|||||||||||||||||||||||
Class A
Common
Stock
|
Additional
Paid-in
Capital
|
Treasury
Stock
|
Accumulated
Other
Comprehensive
Loss
|
Retained
Earnings
|
Total
|
|||||||||||||||||||
Balance at January 1, 2019
|
$
|
91
|
$
|
552,564
|
$
|
(1,326,605
|
)
|
$
|
(79,934
|
)
|
$
|
1,635,751
|
$
|
781,867
|
||||||||||
Cumulative effect adjustment from adoption of ASC 842
|
—
|
—
|
—
|
—
|
657
|
657
|
||||||||||||||||||
Net income
|
—
|
—
|
—
|
—
|
43,002
|
43,002
|
||||||||||||||||||
Other comprehensive income, net of tax
|
—
|
—
|
—
|
4,140
|
—
|
4,140
|
||||||||||||||||||
Repurchase of Class A common stock (Note 6)
|
—
|
—
|
(825
|
)
|
—
|
—
|
(825
|
)
|
||||||||||||||||
Exercise of employee stock options (0.2 million shares)/vesting of stock awards
|
—
|
(4,335
|
)
|
2,179
|
—
|
—
|
(2,156
|
)
|
||||||||||||||||
Stock-based compensation
|
—
|
5,041
|
—
|
—
|
—
|
5,041
|
||||||||||||||||||
Cash dividends
|
—
|
—
|
—
|
—
|
(20,531
|
)
|
(20,531
|
)
|
||||||||||||||||
Balance at March 31, 2019
|
$
|
91
|
$
|
553,270
|
$
|
(1,325,251
|
)
|
$
|
(75,794
|
)
|
$
|
1,658,879
|
$
|
811,195
|
|
Three Months Ended
March 31,
|
|||||||
2020
|
2019
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income
|
$
|
19,730
|
$
|
43,002
|
||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
19,095
|
19,607
|
||||||
Foreign currency losses
|
3,177
|
458
|
||||||
Stock-based compensation
|
3,455
|
5,041
|
||||||
Loss on disposal of assets
|
2,286
|
—
|
||||||
Deferred taxes
|
963
|
1,668
|
||||||
Non-cash lease expense
|
10,869
|
11,375
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
5,081
|
(4,145
|
)
|
|||||
Inventories, net
|
10,764
|
(7,271
|
)
|
|||||
Prepaid expenses and other
|
965
|
(15,540
|
)
|
|||||
Other assets
|
(24,905
|
)
|
(180
|
)
|
||||
Accounts payable
|
1,491
|
5,157
|
||||||
Accrued expenses
|
12,889
|
(68,842
|
)
|
|||||
Other liabilities
|
3,167
|
1,484
|
||||||
Net cash provided by (used in) operating activities
|
69,027
|
(8,186
|
)
|
|||||
Cash flows from investing activities:
|
||||||||
Purchases of property and equipment
|
(19,387
|
)
|
(13,765
|
)
|
||||
Proceeds on investment sales
|
4,234
|
7,444
|
||||||
Purchases of investments
|
(4,031
|
)
|
(4,321
|
)
|
||||
Acquisitions and investments in equity investees
|
—
|
(7,500
|
)
|
|||||
Net cash used in investing activities
|
(19,184
|
)
|
(18,142
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Exercise of employee stock options and taxes paid related to the net shares settlement of stock awards
|
(1,407
|
)
|
(2,156
|
)
|
||||
Payments of debt
|
(5,000
|
)
|
(134,455
|
)
|
||||
Payment of cash dividends
|
(20,686
|
)
|
(20,531
|
)
|
||||
Proceeds from debt
|
65,000
|
105,000
|
||||||
Repurchases of shares of common stock
|
(60,886
|
)
|
(825
|
)
|
||||
Net cash used in financing activities
|
(22,979
|
)
|
(52,967
|
)
|
||||
Effect of exchange rate changes on cash
|
(9,916
|
)
|
2,672
|
|||||
Net increase (decrease) in cash and cash equivalents
|
16,948
|
(76,623
|
)
|
|||||
Cash and cash equivalents, beginning of period
|
335,630
|
386,911
|
||||||
Cash and cash equivalents, end of period
|
$
|
352,578
|
$
|
310,288
|
1. |
The Company
|
2. |
Summary of Significant Accounting Policies
|
|
March 31,
2020
|
December 31,
2019
|
||||||
Raw materials
|
$
|
85,167
|
$
|
87,942
|
||||
Finished goods
|
172,307
|
187,949
|
||||||
Total Inventory, net
|
$
|
257,474
|
$
|
275,891
|
3. |
Goodwill
|
|
March 31,
2020
|
December 31,
2019
|
||||||
Nu Skin
|
||||||||
Mainland China
|
$
|
32,179
|
$
|
32,179
|
||||
South Korea
|
29,261
|
29,261
|
||||||
Americas/Pacific
|
9,449
|
9,449
|
||||||
Southeast Asia
|
18,537
|
18,537
|
||||||
Japan
|
16,019
|
16,019
|
||||||
Hong Kong/Taiwan
|
6,634
|
6,634
|
||||||
EMEA
|
2,875
|
2,875
|
||||||
Manufacturing
|
72,469
|
72,469
|
||||||
Grow Tech
|
9,150
|
9,150
|
||||||
Total
|
$
|
196,573
|
$
|
196,573
|
4. |
Debt
|
Facility or Arrangement
|
|
Original
Principal Amount
|
|
Balance as of
March 31, 2020(1)(2)
|
|
Balance as of
December 31, 2019(2)
|
|
Interest Rate
|
|
Repayment Terms
|
|||
Credit Agreement term loan facility
|
|
$
|
400.0 million
|
|
$
|
360.0 million
|
|
$
|
365.0 million
|
|
Variable 30 day: 2.74%
|
|
35% of the principal amount is payable in increasing quarterly installments over a five-year period that began on June 30, 2018, with the remainder payable at the end of the five-year term.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Agreement revolving credit facility
|
|
|
|
|
$
|
65.0 million
|
|
$
|
—
|
|
Variable 30 day: 2.68%
|
|
Revolving line of credit expires April 18, 2023.
|
(1) |
As of March 31, 2020, the current portion of the Company’s debt (i.e. becoming due in the next 12 months) included $30.0 million of the balance of its term loan under the Credit Agreement. The Company has classified the $65.0 million borrowed under the revolving line of credit as short term because it is the Company’s intention to use the line of credit to borrow and pay back funds over short periods of time.
|
(2) |
The carrying value of the debt reflects the amounts stated in the above table less debt issuance costs of $2.8 million and $3.0 million as of March 31, 2020 and December 31, 2019, respectively, related to the Credit Agreement, which are not reflected in this table.
|
5. |
Leases
|
|
Three Months Ended
March 31,
|
|||||||
2020
|
2019
|
|||||||
Operating lease cost
|
$
|
13,136
|
$
|
12,861
|
||||
Variable lease cost
|
974
|
1,052
|
||||||
Short-term lease cost
|
45
|
52
|
||||||
Sublease income
|
(1,131
|
)
|
(1,593
|
)
|
||||
Total lease expense
|
$
|
13,024
|
$
|
12,372
|
|
Three Months Ended
March 31,
|
|||||||
2020
|
2019
|
|||||||
Operating cash outflow from operating leases
|
$
|
13,367
|
$
|
14,377
|
||||
Right-of-use assets obtained in exchange for lease obligations
|
$
|
21,822
|
$
|
128,704
|
Year Ending December 31,
|
Operating
Leases
|
|||
2020
|
$
|
37,395
|
||
2021
|
43,231
|
|||
2022
|
28,941
|
|||
2023
|
20,119
|
|||
2024
|
15,597
|
|||
Thereafter
|
30,881
|
|||
Total
|
176,164
|
|||
Less: Finance charges
|
27,563
|
|||
Total principal liability
|
$
|
148,601
|
6. |
Capital Stock
|
7. |
Fair Value
|
◾ |
Level 1 – quoted prices in active markets for identical assets or liabilities;
|
◾ |
Level 2 – inputs, other than the quoted prices in active markets, that are observable either directly or indirectly;
|
◾ |
Level 3 – unobservable inputs based on the Company’s own assumptions.
|
|
Fair Value at March 31, 2020
|
|||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Financial assets:
|
||||||||||||||||
Cash equivalents and current investments
|
$
|
49,670
|
$
|
—
|
$
|
—
|
$
|
49,670
|
||||||||
Other long-term assets
|
202
|
—
|
—
|
202
|
||||||||||||
Life insurance contracts
|
—
|
—
|
35,339
|
35,339
|
||||||||||||
Total
|
$
|
49,872
|
$
|
—
|
$
|
35,339
|
$
|
85,211
|
|
Fair Value at December 31, 2019
|
|||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Financial assets:
|
||||||||||||||||
Cash equivalents and current investments
|
$
|
54,642
|
$
|
—
|
$
|
—
|
$
|
54,642
|
||||||||
Other long-term assets
|
3,216
|
—
|
—
|
3,216
|
||||||||||||
Life insurance contracts
|
—
|
—
|
41,707
|
41,707
|
||||||||||||
Total
|
$
|
57,858
|
$
|
—
|
$
|
41,707
|
$
|
99,565
|
Beginning balance at January 1, 2020
|
$
|
41,707
|
||
Actual return on plan assets
|
(6,368
|
)
|
||
Purchase and issuances
|
—
|
|||
Sales and settlements
|
—
|
|||
Transfers into Level 3
|
—
|
|||
Ending balance at March 31, 2020
|
$
|
35,339
|
8. |
Income Taxes
|
9. |
Segment Information
|
|
Three Months Ended
March 31,
|
|||||||
(U.S. dollars in thousands)
|
2020
|
2019
|
||||||
Nu Skin
|
||||||||
Mainland China
|
$
|
137,696
|
$
|
208,488
|
||||
South Korea
|
75,719
|
83,853
|
||||||
Americas/Pacific
|
74,573
|
86,456
|
||||||
Southeast Asia
|
69,586
|
72,495
|
||||||
Japan
|
61,300
|
62,109
|
||||||
Hong Kong/Taiwan
|
35,827
|
40,558
|
||||||
EMEA
|
35,403
|
41,818
|
||||||
Other
|
773
|
(1,426
|
)
|
|||||
Total Nu Skin
|
490,877
|
594,351
|
||||||
Manufacturing (1)
|
27,147
|
29,272
|
||||||
Grow Tech
|
4
|
—
|
||||||
Total
|
$
|
518,028
|
$
|
623,623
|
(1) |
The Manufacturing segment had $6.4 million and $5.9 million of intersegment revenue for the three-month period ended March 31, 2020 and 2019, respectively. Intersegment revenue is eliminated in the consolidated financial statements, as well as the reported segment revenue in the table above.
|
|
Three Months Ended
March 31,
|
|||||||
(U.S. dollars in thousands)
|
2020
|
2019
|
||||||
Nu Skin
|
||||||||
Mainland China
|
$
|
37,387
|
$
|
59,167
|
||||
South Korea
|
24,099
|
25,668
|
||||||
Americas/Pacific
|
10,585
|
12,019
|
||||||
Southeast Asia
|
16,718
|
17,992
|
||||||
Japan
|
14,592
|
14,106
|
||||||
Hong Kong/Taiwan
|
6,938
|
7,474
|
||||||
EMEA
|
631
|
1,351
|
||||||
Nu Skin contribution
|
110,950
|
137,777
|
||||||
Manufacturing
|
2,849
|
3,646
|
||||||
Grow Tech
|
(6,850
|
)
|
(3,629
|
)
|
||||
Total segment contribution
|
106,949
|
137,794
|
||||||
Corporate and other
|
(70,384
|
)
|
(69,141
|
)
|
||||
Operating income
|
36,565
|
68,653
|
||||||
Other income (expense)
|
(6,174
|
)
|
(2,848
|
)
|
||||
Income before provision for income taxes
|
$
|
30,391
|
$
|
65,805
|
|
Three Months Ended
March 31,
|
|||||||
(U.S. dollars in thousands)
|
2020
|
2019
|
||||||
Nu Skin
|
||||||||
Mainland China
|
$
|
2,424
|
$
|
3,116
|
||||
South Korea
|
1,057
|
1,524
|
||||||
Americas/Pacific
|
245
|
214
|
||||||
Southeast Asia
|
487
|
477
|
||||||
Japan
|
472
|
1,048
|
||||||
Hong Kong/Taiwan
|
639
|
516
|
||||||
EMEA
|
258
|
440
|
||||||
Total Nu Skin
|
5,582
|
7,335
|
||||||
Manufacturing
|
1,815
|
1,574
|
||||||
Grow Tech
|
1,225
|
875
|
||||||
Corporate and other
|
10,473
|
9,823
|
||||||
Total
|
$
|
19,095
|
$
|
19,607
|
|
Three Months Ended
March 31,
|
|||||||
(U.S. dollars in thousands)
|
2020
|
2019
|
||||||
Nu Skin
|
||||||||
Mainland China
|
$
|
2,861
|
$
|
1,681
|
||||
South Korea
|
169
|
49
|
||||||
Americas/Pacific
|
694
|
274
|
||||||
Southeast Asia
|
633
|
94
|
||||||
Japan
|
157
|
172
|
||||||
Hong Kong/Taiwan
|
4
|
463
|
||||||
EMEA
|
27
|
34
|
||||||
Total Nu Skin
|
4,545
|
2,767
|
||||||
Manufacturing
|
10,505
|
1,602
|
||||||
Grow Tech
|
178
|
2,985
|
||||||
Corporate and other
|
4,159
|
6,411
|
||||||
Total
|
$
|
19,387
|
$
|
13,765
|
10. |
Commitments and Contingencies
|
11. |
Restructuring
|
Beginning balance at January 1, 2019
|
$
|
15,462
|
||
Amounts paid
|
(15,046
|
)
|
||
Adjustments
|
(416
|
)
|
||
Ending balance at March 31, 2019
|
$
|
—
|
ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Three Months Ended
March 31,
|
Constant-Currency
|
|||||||||||||||
2020
|
2019
|
Change
|
Change(1)
|
|||||||||||||
Nu Skin
|
||||||||||||||||
Mainland China
|
$
|
137,696
|
$
|
208,488
|
(34
|
)%
|
(31
|
)%
|
||||||||
South Korea
|
75,719
|
83,853
|
(10
|
)%
|
(4
|
)%
|
||||||||||
Americas/Pacific
|
74,573
|
86,456
|
(14
|
)%
|
(9
|
)%
|
||||||||||
Southeast Asia
|
69,586
|
72,495
|
(4
|
)%
|
(3
|
)%
|
||||||||||
Japan
|
61,300
|
62,109
|
(1
|
)%
|
(2
|
)%
|
||||||||||
Hong Kong/Taiwan
|
35,827
|
40,558
|
(12
|
)%
|
(13
|
)%
|
||||||||||
EMEA
|
35,403
|
41,818
|
(15
|
)%
|
(13
|
)%
|
||||||||||
Other
|
773
|
(1,426
|
)
|
154
|
%
|
154
|
%
|
|||||||||
Total Nu Skin
|
490,877
|
594,351
|
(17
|
)%
|
(15
|
)%
|
||||||||||
Manufacturing
|
27,147
|
29,272
|
(7
|
)%
|
(7
|
)%
|
||||||||||
Grow Tech
|
4
|
—
|
—
|
—
|
||||||||||||
Total
|
$
|
518,028
|
$
|
623,623
|
(17
|
)%
|
(15
|
)%
|
(1) |
Constant-currency revenue change is a non-GAAP financial measure. See “Non-GAAP Financial Measures,” below.
|
|
As of
March 31, 2020
|
As of
March 31, 2019
|
% Increase (Decrease)
|
|||||||||||||||||||||
Customers
|
Sales Leaders
|
Customers
|
Sales Leaders
|
Customers
|
Sales Leaders
|
|||||||||||||||||||
Mainland China
|
271,536
|
16,159
|
272,053
|
26,986
|
—
|
(40
|
)%
|
|||||||||||||||||
South Korea
|
174,004
|
6,608
|
181,150
|
6,671
|
(4
|
)%
|
(1
|
)%
|
||||||||||||||||
Americas/Pacific
|
214,139
|
6,930
|
242,925
|
7,862
|
(12
|
)%
|
(12
|
)%
|
||||||||||||||||
Southeast Asia
|
145,116
|
6,634
|
138,112
|
7,071
|
5
|
%
|
(6
|
)%
|
||||||||||||||||
Japan
|
119,784
|
5,635
|
126,526
|
5,840
|
(5
|
)%
|
(4
|
)%
|
||||||||||||||||
Hong Kong/Taiwan
|
66,024
|
3,348
|
70,354
|
3,959
|
(6
|
)%
|
(15
|
)%
|
||||||||||||||||
EMEA
|
140,344
|
4,237
|
162,086
|
4,859
|
(13
|
)%
|
(13
|
)%
|
||||||||||||||||
Total
|
1,130,947
|
49,551
|
1,193,206
|
63,248
|
(5
|
)%
|
(22
|
)%
|
● |
the expansion and upgrade of our facilities and equipment;
|
● |
purchases and expenditures for computer systems and equipment, software, and application development; and
|
● |
purchases of equipment and development of our technology in our Grow Tech initiative.
|
ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4. |
CONTROLS AND PROCEDURES
|
ITEM 1. |
LEGAL PROCEEDINGS
|
ITEM 1A. |
RISK FACTORS
|
ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
|
(a)
|
(b)
|
(c)
|
(d)
|
||||||||||||
Period
|
Total
Number
of Shares
Purchased
|
Average
Price Paid
per Share
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
|
Approximate Dollar
Value of Shares that May
Yet Be Purchased Under
the Plans or Programs
(in millions)(1)
|
||||||||||||
January 1 - 31, 2020
|
—
|
$
|
—
|
—
|
$
|
470.2
|
||||||||||
February 1 - 29, 2020
|
502,273
|
28.40
|
502,273
|
$
|
455.9
|
|||||||||||
March 1 - 31, 2020
|
2,135,878
|
21.83
|
2,135,878
|
$
|
409.3
|
|||||||||||
Total
|
2,638,151
|
$
|
—
|
2,638,151
|
(1) |
In August 2018, we announced that our board of directors approved a stock repurchase plan. Under this plan, our board of directors authorized the repurchase of up to $500 million of our outstanding Class A common stock on the open market or in privately negotiated transactions.
|
ITEM 3. |
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 4. |
MINE SAFETY DISCLOSURES
|
ITEM 5. |
OTHER INFORMATION
|
ITEM 6. |
EXHIBITS
|
Exhibits
Regulation S-K
Number
|
Description
|
|
Specimen Form of Stock Certificate for Class A Common Stock
|
||
Certification by Ritch N. Wood, 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.
|
||
Certification by Mark H. Lawrence, 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.
|
||
Certification by Ritch N. Wood, 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.
|
||
Certification by Mark H. Lawrence, 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
|
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
|
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
104
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
|
NU SKIN ENTERPRISES, INC.
|
||
By:
|
/s/ Mark H. Lawrence
|
|
Mark H. Lawrence
|
||
Chief Financial Officer
|
||
(Duly Authorized Officer and Principal Financial Officer)
|
CLASS A COMMMON STOCK
NUMBER
|
|
|
|
CLASS A COMMON STOCK
SHARES
|
||||
INCORPORATED UNDER THE LAWS OF THE
STATE OF DELAWARE
|
|
|
|
CUSIP 67018T 10 5
SEE REVERSE FOR CERTAIN DEFINITIONS
|
This Certifies that
|
is the owner of
|
Dated
|
[Seal]
|
|||||||
CHAIRMAN OF THE BOARD
|
SECRETARY
|
|||||||
COUNTERSIGNED AND REGISTERED BY
|
||||||
TRANSFER AGENT AND REGISTRAR
AUTHORIZED SIGNATURE
|
TEN COM-
|
as tenants in common | UNIF GIFT MIN ACT- | Custodian | ||||
(Cust | (Minor |
TEN ENT-
|
as tenants by the entireties
|
|
under Uniform Gifts to Minors Act |
|
|
|
JT TEN-
|
|
as joint tenants with right of survivorship
and not as tenants in common
|
|
|
(State)
|
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
|
|
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
|
|
Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the promises.
|
Dated,
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICAE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
|
|
SIGNATURE(S) GUARANTEED:
|
|
|
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND
CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17 Ad-15.
|
1. |
I have reviewed this quarterly report on Form 10-Q of Nu Skin Enterprises, Inc.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.
|
Date: May 6, 2020
|
/s/ Ritch N. Wood
|
|
|
Ritch N. Wood
|
|
|
Chief Executive Officer
|
|
1. |
I have reviewed this quarterly report on Form 10-Q of Nu Skin Enterprises, Inc.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.
|
/s/ Mark H. Lawrence
|
|
|
|
Mark H. Lawrence
|
|
|
Chief Financial Officer
|
|
|
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: May 6, 2020
|
/s/ Ritch N. Wood
|
|
|
Ritch N. Wood
|
|
|
Chief Executive Officer
|
|
|
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: May 6, 2020
|
/s/ Mark H. Lawrence
|
|
|
Mark H. Lawrence
|
|
|
Chief Financial Officer
|
|