Nu Skin(NUS) - 2019 Q1 - Quarterly Report

Part I. Financial Information Financial Statements (Unaudited) This section presents the company's unaudited consolidated financial statements for Q1 2019 and Q4 2018, with notes detailing accounting policies, debt, leases, equity, taxes, and acquisitions Consolidated Balance Sheets Consolidated Balance Sheets (in thousands) | Metric | March 31, 2019 (in thousands) | December 31, 2018 (in thousands) | | :---------------------- | :---------------------------- | :------------------------------- | | Total Assets | $1,755,101 | $1,694,446 | | Total Current Assets | $747,682 | $799,237 | | Total Liabilities | $943,906 | $912,579 | | Total Stockholders' Equity| $811,195 | $781,867 | Consolidated Statements of Income Consolidated Statements of Income (in thousands) | Metric | Three Months Ended March 31, 2019 (in thousands) | Three Months Ended March 31, 2018 (in thousands) | | :---------------------- | :----------------------------------------------- | :----------------------------------------------- | | Revenue | $623,623 | $616,219 | | Cost of sales | $146,664 | $146,281 | | Gross profit | $476,959 | $469,938 | | Operating income | $68,653 | $58,990 | | Net income | $43,002 | $35,539 | | Basic EPS | $0.78 | $0.66 | | Diluted EPS | $0.77 | $0.64 | Consolidated Statements of Comprehensive Income Consolidated Statements of Comprehensive Income (in thousands) | Metric | Three Months Ended March 31, 2019 (in thousands) | Three Months Ended March 31, 2018 (in thousands) | | :-------------------------------------- | :----------------------------------------------- | :----------------------------------------------- | | Net income | $43,002 | $35,539 | | Foreign currency translation adjustment | $4,140 | $11,047 | | Comprehensive income | $47,142 | $46,383 | Consolidated Statements of Stockholders' Equity Consolidated Statements of Stockholders' Equity (in thousands) | Metric | Balance at Jan 1, 2019 (in thousands) | Balance at March 31, 2019 (in thousands) | Balance at Jan 1, 2018 (in thousands) | Balance at March 31, 2018 (in thousands) | | :-------------------------------------- | :------------------------------------ | :--------------------------------------- | :------------------------------------ | :--------------------------------------- | | Total Stockholders' Equity | $781,867 | $811,195 | $704,596 | $799,128 | | Net income | — | $43,002 | — | $35,539 | | Other comprehensive income, net of tax | — | $4,140 | — | $10,844 | | Repurchase of Class A common stock | — | $(825) | — | $(17,386) | | Cash dividends | — | $(20,531) | — | $(19,801) | Consolidated Statements of Cash Flows Consolidated Statements of Cash Flows (in thousands) | Metric | Three Months Ended March 31, 2019 (in thousands) | Three Months Ended March 31, 2018 (in thousands) | | :-------------------------------------- | :----------------------------------------------- | :----------------------------------------------- | | Net cash provided by operating activities | $(8,186) | $(1,113) | | Net cash used in investing activities | $(18,142) | $(42,471) | | Net cash used in financing activities | $(52,967) | $29,961 | | Net increase (decrease) in cash | $(76,623) | $(4,915) | | Cash and cash equivalents, end of period| $310,288 | $421,484 | Notes to Consolidated Financial Statements - The company operates as a direct selling company, primarily in personal care products and nutritional supplements, across seven geographic segments and newly disclosed manufacturing and Grow Tech segments[15] - The company adopted ASC 606 (Revenue from Contracts with Customers) on January 1, 2018, resulting in a $13 million net reduction in opening retained earnings, and ASC 842 (Leases) on January 1, 2019, leading to a $0.7 million increase in opening retained earnings and recognition of right-of-use assets and lease liabilities[17][18][25] Inventory Components (in thousands) | Inventory Component | March 31, 2019 (in thousands) | December 31, 2018 (in thousands) | | :------------------ | :---------------------------- | :------------------------------- | | Raw materials | $89,984 | $91,610 | | Finished goods | $214,327 | $204,211 | | Total Inventory, net| $304,311 | $295,821 | - The company entered into an existing credit agreement on April 18, 2018, comprising a $400 million term loan and a $350 million revolving credit facility; in Q1 2018, $210 million in convertible senior notes were converted into 1,535,652 shares of Class A common stock and $213.4 million in cash[39][44] Credit Facilities and Arrangements (in millions) | Facility or Arrangement | Balance as of March 31, 2019 (in millions) | Balance as of December 31, 2018 (in millions) | | :---------------------------------- | :--------------------------------------- | :-------------------------------------------- | | April 2018 Credit Agreement term loan | $380.0 | $385.0 | | April 2018 Credit Agreement revolving credit facility | $25.0 | $49.5 | - As of March 31, 2019, operating lease right-of-use assets totaled $117.3 million, with a weighted-average remaining lease term of 4.1 years and a weighted-average discount rate of 4.8%[47][49] - In February 2019, the Board declared a quarterly cash dividend of $0.37 per share, totaling $20.5 million; in Q1 2019, the company repurchased approximately 14,000 shares of Class A common stock worth $0.8 million, with $470.2 million remaining available under the stock repurchase program[53][54] Income Tax Provision and Effective Tax Rate | Metric | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | | :---------------------- | :-------------------------------- | :-------------------------------- | | Provision for income taxes| $22.8 million | $24.7 million | | Effective tax rate | 34.7% | 41.0% | - The decrease in the effective tax rate was primarily due to additional tax reserves related to Indonesia in Q1 2018 and benefits from Japan-related deductions; the company anticipates total unrecognized tax benefits may increase by $0.5 million to $1.5 million over the next 12 months[59][62][127] - The company uses undesignated foreign currency derivatives, primarily forward contracts, to hedge intercompany transactions and mitigate foreign currency fluctuations; as of March 31, 2019, the company held no forward contracts designated as cash flow hedges[63][65] - In Q1 2018, the company acquired the remaining or full equity interests in Innuvate Health Sciences, LLC, Treviso, LLC, and L&W Holdings, Inc., which are manufacturing and packaging companies, resulting in an approximate $13.6 million non-cash gain[83][84][85][86] - A restructuring plan initiated in Q4 2018 resulted in a $48.6 million non-cash impairment charge for information technology assets and $22.1 million in cash charges, including employee severance[88] Management's Discussion and Analysis of Financial Condition and Results of Operations This section analyzes the company's Q1 2019 financial condition and operating results, covering revenue, foreign exchange, segment performance, consolidated results, liquidity, and key accounting policies Overview Key Financial Metrics (in millions) | Metric | Q1 2019 (in millions) | Q1 2018 (in millions) | YoY Change | | :---------------------- | :-------------------- | :-------------------- | :--------- | | Revenue | $623.6 | $616.2 | 1% | | Foreign-currency impact | -6% | - | - | | Diluted EPS | $0.77 | $0.64 | 20% | - Customer count increased by 10% year-over-year, while sales leader count remained flat[93] - ageLOC LumiSpa products generated approximately $75 million in revenue in Q1 2019, up from $43 million in the prior-year period[94] - Manufacturing subsidiaries contributed $12.1 million in revenue growth, benefiting from a full quarter of sales post-acquisition[95] Segment Results - The company restructured its segment reporting in Q1 2019, separately disclosing Manufacturing and Grow Tech segments, which were previously included in 'Other'[97] Segment Revenue Performance (in thousands) | Segment | Q1 2019 Revenue (in thousands) | Q1 2018 Revenue (in thousands) | YoY Change | Constant-Currency Change | | :----------------- | :----------------------------- | :----------------------------- | :--------- | :----------------------- | | Mainland China | $208,488 | $197,531 | 6% | 12% | | Americas/Pacific | $86,456 | $92,289 | (6)% | 2% | | South Korea | $83,853 | $88,930 | (6)% | (1)% | | Southeast Asia | $72,495 | $70,860 | 2% | 5% | | Japan | $62,109 | $63,224 | (2)% | — | | Hong Kong/Taiwan | $40,558 | $40,992 | (1)% | 2% | | EMEA | $41,818 | $44,981 | (7)% | 1% | | Manufacturing | $29,272 | $17,177 | 70% | 70% | | Grow Tech | $0 | $0 | — | — | | Total | $623,623 | $616,219 | 1% | 7% | Segment Customer and Sales Leader Counts | Segment | Q1 2019 Customers | Q1 2018 Customers | % Change | Q1 2019 Sales Leaders | Q1 2018 Sales Leaders | % Change | | :----------------- | :---------------- | :---------------- | :------- | :-------------------- | :-------------------- | :------- | | Mainland China | 272,053 | 200,231 | 36% | 26,986 | 27,045 | — | | Americas/Pacific | 242,925 | 245,588 | (1)% | 7,862 | 8,248 | (5)% | | South Korea | 181,150 | 179,384 | 1% | 6,671 | 7,338 | (9)% | | Southeast Asia | 138,112 | 117,689 | 17% | 7,071 | 6,559 | 8% | | Japan | 126,526 | 128,598 | (2)% | 5,840 | 6,198 | (6)% | | Hong Kong/Taiwan | 70,354 | 72,401 | (3)% | 3,959 | 3,864 | 2% | | EMEA | 162,086 | 141,673 | 14% | 4,859 | 4,246 | 14% | | Total | 1,193,206 | 1,085,564 | 10% | 63,248 | 63,498 | — | - Mainland China's revenue growth was primarily driven by increased LumiSpa product sales, rising from $5 million to $39 million, and a 36% increase in customer count; government scrutiny of the direct selling industry and meeting restrictions led to a flat sales leader count[105][106][107] - Americas/Pacific revenue, sales leaders, and customer counts declined primarily due to hyperinflation in Argentina, with local currency fluctuations negatively impacting revenue by 8%; Mexico, Australia, and New Zealand markets achieved double-digit growth[108][109] - South Korea's revenue and sales leader count decreased year-over-year due to competitive pressures and a 5% negative impact from foreign exchange fluctuations[110] - Southeast Asia's revenue and sales leader growth was primarily driven by continued expansion in Thailand and Vietnam, with a 17% increase in customer count fueled by social sharing and the Velocity program[111][112] - Japan's revenue, sales leaders, and customer counts reflect a soft direct selling market, but segment contribution increased through cost-saving measures[113][114] - Hong Kong/Taiwan reported a 1% year-over-year revenue decrease, negatively impacted by 3% from foreign exchange fluctuations, but saw revenue growth at constant currency[115] - EMEA revenue grew 1% at constant currency, with strong growth in sales leaders and customer counts, but reported revenue was negatively impacted by 7% from foreign exchange; segment contribution declined due to lower revenue, reduced gross margin, and increased operating expenses[116][118] - Manufacturing reported $29.3 million in Q1 2019 revenue, up from $17.2 million in the prior-year period, primarily due to a full quarter of sales post-acquisition; segment contribution increased by $4 million[119][120] - Grow Tech, focused on sourcing pure, potent, and sustainable ingredients for products, is expected to continue operating at a loss in 2019 as it remains in the technology development phase[121] Consolidated Results Consolidated Revenue (in millions) | Metric | Q1 2019 (in millions) | Q1 2018 (in millions) | YoY Change | | :------ | :-------------------- | :-------------------- | :--------- | | Revenue | $623.6 | $616.2 | 1% | Gross Profit Margin | Metric | Q1 2019 | Q1 2018 | Change (pp) | | :---------------------- | :------ | :------ | :---------- | | Gross profit % of revenue | 76.5% | 76.3% | +0.2 | - Gross margin improvement was driven by a favorable product mix, cost reductions, and contributions from owned manufacturing entities, partially offset by lower gross margins from these entities[123] Selling Expenses as Percentage of Revenue | Metric | Q1 2019 | Q1 2018 | Change (pp) | | :------------------------ | :------ | :------ | :---------- | | Selling expenses % of revenue | 40.0% | 41.8% | -1.8 | - The decrease in selling expenses as a percentage of revenue was primarily due to increased revenue from manufacturing entities, contributing 0.9 percentage points, and a decrease in selling expenses as a percentage of revenue in Mainland China[124] General & Administrative Expenses (in millions) | Metric | Q1 2019 (in millions) | Q1 2018 (in millions) | Change (pp) | | :------------------------------------ | :-------------------- | :-------------------- | :---------- | | General & administrative expenses | $158.6 | $153.2 | - | | General & administrative expenses % of revenue | 25.4% | 24.9% | +0.5 | Other Income (Expense), Net (in millions) | Metric | Q1 2019 (in millions) | Q1 2018 (in millions) | | :-------------------------- | :-------------------- | :-------------------- | | Other income (expense), net | $(2.8) | $1.2 | - The decrease in net other income (expense) was primarily due to a $13.6 million non-cash gain from a step acquisition in Q1 2018, partially offset by a $7.2 million non-cash charge related to convertible note conversion[126] Provision for Income Taxes (in millions) | Metric | Q1 2019 (in millions) | Q1 2018 (in millions) | | :-------------------------- | :-------------------- | :-------------------- | | Provision for income taxes | $22.8 | $24.7 | | Effective tax rate | 34.7% | 41.0% | - The change in tax rate reflects an increase in income tax reserves due to an Indonesian tax assessment in Q1 2018 and benefits from Japan-related deductions[127] Net Income (in millions) | Metric | Q1 2019 (in millions) | Q1 2018 (in millions) | | :-------- | :-------------------- | :-------------------- | | Net income| $43.0 | $35.5 | Liquidity and Capital Resources - Net cash outflow from operating activities was $8.2 million for the first three months of 2019, primarily due to payments for restructuring-related accrued expenses from late 2018[129] Cash and Working Capital (in millions) | Metric | March 31, 2019 (in millions) | December 31, 2018 (in millions) | | :-------------------------------------- | :--------------------------- | :------------------------------ | | Cash and cash equivalents (incl. current investments) | $318.3 | $398.3 | | Working capital | $345.6 | $359.6 | - Capital expenditures for Q1 2019 were $13.8 million, with an anticipated $65 million to $70 million for the remainder of 2019, plus $20 million to $30 million over the next 2-3 years for a new manufacturing facility in Mainland China[131][132] - In Q1 2018, the company paid $213.4 million to Ping An ZQ to settle convertible notes[133] - The company entered into an existing credit agreement in April 2018, including a $400 million term loan and a $350 million revolving credit facility, used to repay previous credit agreements and convertible notes[134] - In Q1 2019, the company repurchased approximately 14,000 shares of Class A common stock worth $0.8 million, with $470.2 million remaining available under the stock repurchase program[136] - In February and April 2019, the Board declared quarterly cash dividends of $0.37 per share[137] - As of March 31, 2019, the company held $296.4 million in cash and cash equivalents in non-U.S. operations, of which $137.6 million was denominated in Chinese Renminbi[138][139] Contingent Liabilities - Information on contingent liabilities is referenced in Note 11 to the consolidated financial statements[141] Critical Accounting Policies - No significant changes to critical accounting policies occurred in Q1 2019[142] Seasonality and Cyclicality - The company's business is subject to seasonal factors, such as the Lunar New Year in Asia (Q1) and holiday patterns (Q3), which typically negatively impact performance[143] - Product launches or promotional activities can lead to unusual increases in revenue, sales leaders, and/or customer counts in a given quarter, affecting year-over-year and sequential comparisons[144] Currency Risk and Exchange Rate Information - A significant portion of the company's revenue and expenses are recognized outside the U.S., making reported revenue and earnings highly susceptible to fluctuations in the U.S. dollar[145] - The company mitigates foreign exchange fluctuation risks through foreign currency forward contracts and intercompany loans, not for trading or speculative purposes[147] - Effective July 1, 2018, the company adopted highly inflationary accounting for its Argentine subsidiary, changing its functional currency to the U.S. dollar[146] Non-GAAP Financial Measures - Constant-currency revenue growth is a non-GAAP financial measure used to eliminate the impact of foreign currency exchange rate fluctuations for period-over-period performance comparisons[148] Available Information - The company provides free access to annual, quarterly, and current reports and their amendments on its investor relations website (ir.nuskin.com), which also serves as a channel for other important company information[149][150] Quantitative and Qualitative Disclosures about Market Risk This section discloses the company's market risks, particularly currency risk, by referencing Item 2's 'Currency Risk and Exchange Rate Information' and Note 9 to the consolidated financial statements - Market risk disclosures are provided by reference to 'Currency Risk and Exchange Rate Information' in Item 2 and Note 9 to the consolidated financial statements[151] Controls and Procedures This section reports on the assessment of disclosure controls and procedures and changes in internal control over financial reporting, particularly regarding ASC 842 (Leases) adoption Evaluation of Disclosure Controls and Procedures - As of March 31, 2019, the company's Chief Executive Officer and Chief Financial Officer assessed and concluded that disclosure controls and procedures were effective[152] Changes in Internal Controls Over Financial Reporting - In Q1 2019, the company implemented technology, processes, and controls related to the adoption of Topic 842 (Leases) for globally recording right-of-use assets and lease liabilities[154] - Except for the aforementioned changes, no other material changes in internal control over financial reporting occurred in Q1 2019[154] Part II. Other Information Legal Proceedings This section briefly describes legal proceedings the company is involved in during the ordinary course of business - The company is involved in legal proceedings arising in the ordinary course of business from time to time[156] Risk Factors This section supplements business-related risk factors, emphasizing strict government scrutiny, regulatory risks, potential fines, and business model adjustments in Mainland China, which could significantly impact performance - The company's operations in Mainland China are subject to strict government scrutiny and may face fines or other penalties due to the country's legal system having strict limitations and interpretive leeway regarding direct selling activities[157][158] - A recent 100-day government review of the health products and direct selling industries in Mainland China has led to increased regulatory scrutiny and negative media coverage, potentially resulting in business model adjustments or penalties[158][164] - The company's business would be severely negatively impacted if direct selling regulations in Mainland China are modified, interpreted, or enforced in a way that causes adverse changes to its business model or results in penalties[160][163] Unregistered Sales of Equity Securities and Use of Proceeds This section discloses the company's repurchase of Class A common stock during Q1 2019 under publicly announced plans Class A Common Stock Repurchases | Period | Total Shares Purchased | Average Price per Share | Shares Purchased as Part of Plan | Approximate Value Remaining Under Plan (in millions) | | :---------------------- | :--------------------- | :---------------------- | :------------------------------- | :--------------------------------------------------- | | January 1 - 31, 2019 | — | — | — | $471.0 | | February 1 - 28, 2019 | — | — | — | $471.0 | | March 1 - 31, 2019 | 13,610 | $60.61 | 13,610 | $470.2 | | Total | 13,610 | $60.61 | 13,610 | - | Defaults Upon Senior Securities This section states that the company has not experienced any defaults upon senior securities - No defaults upon senior securities occurred[167] Mine Safety Disclosures This section states that mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable[167] Other Information This section states that no other information needs to be reported - No other information needs to be reported[167] Exhibits This section lists exhibits filed with Form 10-Q, including CEO and CFO certifications and XBRL-related documents - Exhibits include certifications by the Chief Executive Officer and Chief Financial Officer (pursuant to Exchange Act Rule 13a-14(a) and Section 906 of the Sarbanes-Oxley Act) and XBRL instance documents, taxonomy extension schema documents, among others[168]