NU SKIN ENTERPRISES, INC. - Quarter Report: 2020 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2020

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____________ TO _____________

Commission File Number: 001-12421

	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)

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☑	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☐
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of November 1, 2020, 51,030,963 shares of the registrant’s Class A common stock, $.001 par value per share, were outstanding.

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NU SKIN ENTERPRISES, INC.

QUARTERLY REPORT ON FORM 10-Q – THIRD QUARTER 2020

TABLE OF CONTENTS

			Page
Part I.	Financial Information
	Item 1.	Financial Statements (Unaudited):	3
		Consolidated Balance Sheets	3
		Consolidated Statements of Income	4
		Consolidated Statements of Comprehensive Income	5
		Consolidated Statements of Stockholders’ Equity	6
		Consolidated Statements of Cash Flows	8
		Notes to Consolidated Financial Statements	9
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	27
	Item 4.	Controls and Procedures	27

Part II.	Other Information
	Item 1.	Legal Proceedings	28
	Item 1A.	Risk Factors	28
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
	Item 3.	Defaults Upon Senior Securities	31
	Item 4.	Mine Safety Disclosures	31
	Item 5.	Other Information	31
	Item 6.	Exhibits	32

	Signature		33

In this Quarterly Report on Form 10-Q, references to “dollars” and “$” are to United States (“U.S.”) dollars.

Nu Skin, Pharmanex, and ageLOC are our trademarks. The italicized product names used in this Quarterly Report on Form 10-Q are product names and also, in certain cases, our trademarks.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NU SKIN ENTERPRISES, INC.

Consolidated Balance Sheets (Unaudited)

(U.S. dollars in thousands)

	September 30, 2020			December 31, 2019
ASSETS
Current assets:
Cash and cash equivalents	$	366,710		$	335,630
Current investments		11,301			8,413
Accounts receivable, net		60,016			50,378
Inventories, net		270,319			275,891
Prepaid expenses and other		63,916			69,854
Total current assets		772,262			740,166

Property and equipment, net		456,083			453,604
Right-of-use assets		165,749			144,326
Goodwill		196,573			196,573
Other intangible assets, net		74,391			80,321
Other assets		151,653			154,016
Total assets	$	1,816,711		$	1,769,006

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	55,298		$	38,979
Accrued expenses		381,052			290,281
Current portion of long-term debt		30,000			27,500
Total current liabilities		466,350			356,760

Operating lease liabilities		121,439			105,701
Long-term debt		312,664			334,461
Other liabilities		88,785			96,795
Total liabilities		989,238			893,717

Commitments and contingencies (Note 11)

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		570,491			557,544
Treasury stock, at cost – 39.5 million and 35.0 million shares		(1,446,374	)		(1,324,826	)
Accumulated other comprehensive loss		(83,108	)		(85,292	)
Retained earnings		1,786,373			1,727,772
Total stockholders’ equity		827,473			875,289
Total liabilities and stockholders’ equity	$	1,816,711		$	1,769,006

The accompanying notes are an integral part of these consolidated financial statements.

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NU SKIN ENTERPRISES, INC.

Consolidated Statements of Income (Unaudited)

(U.S. dollars in thousands, except per share amounts)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2020		2019			2020			2019
Revenue	$	703,347	$	589,934		$	1,833,741		$	1,837,057
Cost of sales		183,374		140,162			463,277			440,854
Gross profit		519,973		449,772			1,370,464			1,396,203

Operating expenses:
Selling expenses		280,695		231,937			735,365			727,473
General and administrative expenses		165,050		147,943			466,232			455,983
Total operating expenses		445,745		379,880			1,201,597			1,183,456

Operating income		74,228		69,892			168,867			212,747
Other income (expense), net		525		(4,979	)		(4,068	)		(11,153	)

Income before provision for income taxes		74,753		64,913			164,799			201,594
Provision for income taxes		18,446		20,823			46,911			68,153

Net income	$	56,307	$	44,090		$	117,888		$	133,441

Net income per share (Note 6):
Basic	$	1.10	$	0.79		$	2.24		$	2.40
Diluted	$	1.08	$	0.79		$	2.23		$	2.39

Weighted-average common shares outstanding (000s):
Basic		51,308		55,548			52,741			55,507
Diluted		52,243		55,788			52,906			55,950

The accompanying notes are an integral part of these consolidated financial statements.

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NU SKIN ENTERPRISES, INC.

Consolidated Statements of Comprehensive Income (Unaudited)

(U.S. dollars in thousands)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2020		2019			2020		2019
Net income	$	56,307	$	44,090		$	117,888	$	133,441

Other comprehensive income, net of tax:
Foreign currency translation adjustment, net of taxes of $(8) and $(31) for the three months ended September 30, 2020 and 2019, respectively, and $(3) and $186 for the nine months ended September 30, 2020 and 2019, respectively		10,022		(13,685	)		1,873		(15,027	)
Net unrealized gains/(losses) on cash flow hedge, net of tax benefit of $(83) and zero for the three months ended September 30, 2020 and 2019, respectively and $(83) and zero for the nine months ended September 30, 2020 and 2019, respectively		305		—			305		—
Reclassification adjustment for realized losses/(gains) in current earnings on cash flow hedge, net of taxes of $(2) and zero for the three months ended September 30, 2020 and 2019, respectively and $(2) and zero for the nine months ended September 30, 2020 and 2019, respectively		6		—			6		—
		10,333		(13,685	)		2,184		(15,027	)
Comprehensive income	$	66,640	$	30,405		$	120,072	$	118,414

The accompanying notes are an integral part of these consolidated financial statements.

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NU SKIN ENTERPRISES, INC.

Consolidated Statements of Stockholders’ Equity (Unaudited)

(U.S. dollars in thousands)

	For the Three Months Ended September 30, 2020
	Class A Common Stock		Additional Paid-in Capital		Treasury Stock			Accumulated Other Comprehensive Loss			Retained Earnings			Total
Balance at July 1, 2020	$	91	$	563,115	$	(1,427,064	)	$	(93,441	)	$	1,749,311		$	792,012

Net income		—		—		—			—			56,307			56,307
Other comprehensive loss, net of tax		—		—		—			10,333			—			10,333
Repurchase of Class A common stock (Note 6)		—		—		(19,994	)		—			—			(19,994	)
Exercise of employee stock options (— million shares)/vesting of stock awards		—		261		684			—			—			945
Stock-based compensation		—		7,115		—			—			—			7,115
Cash dividends		—		—		—			—			(19,245	)		(19,245	)
Balance at September 30, 2020	$	91	$	570,491	$	(1,446,374	)	$	(83,108	)	$	1,786,373		$	827,473

	For the Three Months Ended September 30, 2019
	Class A Common Stock		Additional Paid-in Capital			Treasury Stock			Accumulated Other Comprehensive Loss			Retained Earnings			Total
Balance at July 1, 2019	$	91	$	556,294		$	(1,324,834	)	$	(81,276	)	$	1,684,675		$	834,950

Net income		—		—			—			—			44,090			44,090
Other comprehensive income, net of tax		—		—			—			(13,685	)		—			(13,685	)
Repurchase of Class A common stock (Note 6)		—		—			—			—			—			—
Exercise of employee stock options (— million shares)/vesting of stock awards		—		(26	)		8			—			—			(18	)
Stock-based compensation		—		1,015			—			—			—			1,015
Cash dividends		—		—			—			—			(20,552	)		(20,552	)
Balance at September 30, 2019	$	91	$	557,283		$	(1,324,826	)	$	(94,961	)	$	1,708,213		$	845,800

The accompanying notes are an integral part of these consolidated financial statements.

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NU SKIN ENTERPRISES, INC.

Consolidated Statements of Stockholders’ Equity (Unaudited)

(U.S. dollars in thousands)

	For the Nine Months Ended September 30, 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		—		—			—			—			117,888			117,888
Other comprehensive income, net of tax		—		—			—			2,184			—			2,184
Repurchase of Class A common stock (Note 6)		—		—			(127,361	)		—			—			(127,361	)
Exercise of employee stock options (0.3 million shares)/vesting of stock awards		—		(2,492	)		5,813			—			—			3,321
Stock-based compensation		—		15,439			—			—			—			15,439
Cash dividends		—		—			—			—			(59,287	)		(59,287	)
Balance at September 30, 2020	$	91	$	570,491		$	(1,446,374	)	$	(83,108	)	$	1,786,373		$	827,473

	For the Nine Months Ended September 30, 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		—		—			—			—			133,441			133,441
Other comprehensive income, net of tax		—		—			—			(15,027	)		—			(15,027	)
Repurchase of Class A common stock (Note 6)		—		—			(825	)		—			—			(825	)
Exercise of employee stock options (0.2 million shares)/vesting of stock awards		—		(4,930	)		2,604			—			—			(2,326	)
Stock-based compensation		—		9,649			—			—			—			9,649
Cash dividends		—		—			—			—			(61,636	)		(61,636	)
Balance at September 30, 2019	$	91	$	557,283		$	(1,324,826	)	$	(94,961	)	$	1,708,213		$	845,800

The accompanying notes are an integral part of these consolidated financial statements.

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NU SKIN ENTERPRISES, INC.

Consolidated Statements of Cash Flows (Unaudited)

(U.S. dollars in thousands)

	Nine Months Ended September 30,
	2020			2019
Cash flows from operating activities:
Net income	$	117,888		$	133,441
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		55,279			57,964
Non-cash lease expense		34,087			33,494
Stock-based compensation		15,439			9,649
Foreign currency losses		1,203			4,145
Loss on disposal of assets		2,516			—
Deferred taxes		(7,931	)		1,945
Changes in operating assets and liabilities:
Accounts receivable		(9,273	)		(3,981	)
Inventories, net		4,882			6,775
Prepaid expenses and other		4,180			(21,097	)
Other assets		(76,487	)		(27,101	)
Accounts payable		15,884			(6,609	)
Accrued expenses		99,438			(62,679	)
Other liabilities		27,343			2,082
Net cash provided by operating activities		284,448			128,028

Cash flows from investing activities:
Purchases of property and equipment		(48,810	)		(52,784	)
Proceeds on investment sales		7,630			11,160
Purchases of investments		(8,759	)		(8,432	)
Acquisitions and investments in equity investees		—			(8,073	)
Net cash used in investing activities		(49,939	)		(58,129	)

Cash flows from financing activities:
Exercise of employee stock options and taxes paid related to the net shares settlement of stock awards		3,321			(2,326	)
Payment of cash dividends		(59,287	)		(61,636	)
Repurchases of shares of common stock		(127,361	)		(825	)
Payments of debt		(135,000	)		(209,455	)
Proceeds from debt		115,000			145,000
Net cash used in financing activities		(203,327	)		(129,242	)

Effect of exchange rate changes on cash		(102	)		(7,534	)

Net increase (decrease) in cash and cash equivalents		31,080			(66,877	)

Cash and cash equivalents, beginning of period		335,630			386,911

Cash and cash equivalents, end of period	$	366,710		$	320,034

The accompanying notes are an integral part of these consolidated financial statements.

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NU SKIN ENTERPRISES, INC.

Notes to Consolidated Financial Statements

1.	The Company

Nu Skin Enterprises, Inc. (the “Company”) is a holding company, with Nu Skin, a leading global direct selling company, being the primary operating unit. Nu Skin develops and distributes premium-quality, innovative personal care products and wellness products that are sold worldwide under the Nu Skin, Pharmanex and ageLOC brands and a small number of other products and services. The Company reports revenue from nine segments, consisting of its seven geographic Nu Skin segments—Mainland China; South Korea; Southeast Asia, which includes Indonesia, Malaysia, the Philippines, Singapore, Thailand and Vietnam; Americas/Pacific, which includes Australia, Canada, Latin America, New Zealand and the United States; Japan; Hong Kong/Taiwan, which also includes Macau; and Europe, Middle East and Africa (“EMEA”), which includes several markets in Europe as well as Israel, Russia and South Africa—its Manufacturing segment, which includes manufacturing and packaging subsidiaries; and its Grow Tech segment, which focuses on developing controlled-environment agriculture technologies (the Company’s subsidiaries operating within each segment are collectively referred to as the “Subsidiaries”).

2.	Summary of Significant Accounting Policies

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. The unaudited consolidated financial statements include the accounts of the Company and its Subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company’s financial information as of September 30, 2020, and for the three- and nine-month periods ended September 30, 2020 and 2019. The results of operations of any interim period are not necessarily indicative of the results of operations to be expected for the fiscal year. The consolidated balance sheet as of December 31, 2019 has been prepared using information from the audited financial statements at that date. For further information, refer to the consolidated financial statements and accompanying footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Additionally, based on the duration and severity of the novel coronavirus (“COVID-19”) pandemic, including but not limited to limitations of holding sales meetings, supply chain disruptions, reduced travel and closed walk-in locations, the Company remains uncertain of the ultimate impact COVID-19 could have on the business. To date, the pandemic has not increased the Company’s costs of or access to capital under the revolving credit facility, and at this time the Company cannot provide assurance it will not in the future. This uncertainty could have an impact in future periods on certain estimates used in the preparation of the third quarter financial results, including, but not limited to, impairment of goodwill and other long-lived assets, income tax provision and recoverability of inventory.

Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This guidance modifies the measurement of expected credit losses of certain financial instruments. This ASU is effective for annual periods beginning after December 15, 2019 and interim periods within those annual periods and should be applied on a modified retrospective basis to all periods presented. This ASU was effective for the Company beginning on January 1, 2020. The adoption of the new standard did not have a material impact on the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. This guidance modifies, removes, and adds certain disclosure requirements on fair value measurements. This ASU is effective for annual periods beginning after December 15, 2019, including interim periods therein, and early adoption is permitted. This ASU was effective for the Company beginning on January 1, 2020. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Topic 350): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. This new guidance aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance is effective for interim and annual reporting periods beginning after December 15, 2019 and should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. Early adoption is permitted. This ASU was effective for the Company beginning on January 1, 2020. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

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In March 2020, the FASB issued, ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance for a limited time to ease the potential burden in accounting for the effects of reference rate reform on financial reporting. The guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. ASU 2020-04 applies only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. The amendments in ASU 2020-04 are elective and are effective upon issuance for all entities. The Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

Inventory

Inventories consist of the following (U.S. dollars in thousands):

	September 30, 2020		December 31, 2019
Raw materials	$	92,911	$	87,942
Finished goods		177,408		187,949
Total Inventory, net	$	270,319	$	275,891

Revenue Recognition

Contract Liabilities – Customer Loyalty Programs

Contract liabilities, recorded as deferred revenue within the accrued expenses line in the consolidated balance sheets, include loyalty point program deferrals with certain customers which are accounted for as a reduction in the transaction price and are generally recognized as points are redeemed for additional products.

The balance of deferred revenue related to contract liabilities as of September 30, 2020 and December 31, 2019 was $17.8 million and $12.5 million, respectively. The contract liabilities impact to revenue for the three-month periods ended September 30, 2020, and 2019 was a decrease of $1.8 million and zero, respectively. The impact to revenue for the nine-month periods ended September 30, 2020, and 2019 was a decrease of $5.3 million and an increase $1.1 million.

Derivative instruments and hedging activities

FASB ASC 815, Derivatives and Hedging (“ASC 815”), provides the disclosure requirements for derivatives and hedging activities with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how the entity accounts for derivative instruments and related hedged items, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. Further, qualitative disclosures are required that explain the Company’s objectives and strategies for using derivatives, as well as quantitative disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments.

As required by ASC 815, the Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.

In accordance with the FASB’s fair value measurement guidance in ASU 2011-04, the Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio.

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Goodwill

The Company’s reporting units for goodwill are its operating segments, which are also its reportable segments.

The following table presents goodwill allocated to the Company’s reportable segments for the periods ended September 30, 2020 and December 31, 2019 (U.S. dollars in thousands):

	September 30, 2020		December 31, 2019
Nu Skin
Mainland China	$	32,179	$	32,179
Americas/Pacific		9,449		9,449
South Korea		29,261		29,261
Southeast Asia		18,537		18,537
Japan		16,019		16,019
EMEA		2,875		2,875
Hong Kong/Taiwan		6,634		6,634
Manufacturing		72,469		72,469
Grow Tech		9,150		9,150
Total	$	196,573	$	196,573

Debt

Credit Agreement

On April 18, 2018, the Company entered into a Credit Agreement (the “Credit Agreement”) with several financial institutions as lenders and Bank of America, N.A., as administrative agent. The Credit Agreement provides for a $400 million term loan facility and a $350 million revolving credit facility, each with a term of five years. Both facilities bear interest at the London Interbank Offered Rate (“LIBOR”), plus a margin based on the consolidated leverage ratio. The term loan facility amortizes in quarterly installments in amounts resulting in an annual amortization of 5.0% during the first and second years, 7.5% during the third and fourth years and 10.0% during the fifth year after the closing date of the Credit Agreement, with the remainder payable at final maturity. The Credit Agreement requires the Company to maintain a consolidated leverage ratio not exceeding 2.25 to 1.00 and a consolidated interest coverage ratio of no less than 3.00 to 1.00. As of September 30, 2020, the Company was in compliance with all covenants under the Credit Agreement.

The following table summarizes the Company’s debt facilities as of September 30, 2020 and December 31, 2019:

Facility or Arrangement

Original

Principal Amount

Balance as of

September 30, 2020⁽¹⁾⁽²⁾

Balance as of

December 31, 2019⁽²⁾

Interest Rate

Repayment Terms

Credit Agreement term loan facility

400.0 million

345.0 million

365.0 million

Variable 30 day: 2.40%

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

—

Variable 30 day: —

Revolving line of credit expires April 18, 2023.

(1)	As of September 30, 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.

(2)	The carrying value of the debt reflects the amounts stated in the above table less debt issuance costs of $2.3 million and $3.0 million as of September 30, 2020 and December 31, 2019, respectively, related to the Credit Agreement, which are not reflected in this table.

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Leases

The Company has operating and finance leases for regional offices, manufacturing facilities, retail centers, distribution centers and certain equipment. The Company’s leases have remaining lease terms of 1 year to 24 years, some of which include options to extend the leases for up to 20 years, and some of which include options to terminate the leases within 1 year.

As of September 30, 2020, the weighted average remaining lease term and weighted average discount rate for operating leases was 6.3 years and 4.3%.

The components of lease expense were as follows (U.S. dollars in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
Operating lease cost	$	13,038		$	12,399		$	39,043		$	37,677
Variable lease cost		678			732			2,062			2,889
Short-term lease cost		118			41			258			145
Sublease income		(1,075	)		(1,395	)		(3,264	)		(4,563	)
Total lease expense	$	12,759		$	11,777		$	38,099		$	36,148

Supplemental cash flow information related to leases was as follows (U.S. dollars in thousands):

	Nine Months Ended September 30,
	2020		2019
Operating cash outflow from operating leases	$	40,865	$	39,885
Right-of-use assets obtained in exchange for lease obligations	$	62,514	$	150,127

Maturities of lease liabilities were as follows (U.S. dollars in thousands):

Year Ending December 31,	Operating Leases
2020	$	15,631
2021		53,303
2022		36,529
2023		26,418
2024		21,389
Thereafter		41,468
Total		194,738
Less: Finance charges		26,820
Total principal liability	$	167,918

During the third quarter of 2020, the Company recognized $31.3 million of right-of-use assets, primarily in connection with building and warehouse lease renewals. The Company has additional lease liabilities of $1.2 million which have not yet commenced as of September 30, 2020, and as such, have not been recognized on the consolidated balance sheets.

6.	Capital Stock

Net income per share

Net income per share is computed based on the weighted-average number of common shares outstanding during the periods presented. Additionally, diluted earnings per share data gives effect to all potentially dilutive common shares that were outstanding during the periods presented. For the three-month periods ended September 30, 2020 and 2019, stock options of 0.2 million and 1.3 million, respectively, and for the nine-month periods ended September 30, 2020 and 2019, stock options of 0.6 million and 1.2 million, respectively, were excluded from the calculation of diluted earnings per share because they were anti-dilutive.

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Dividends

In February, April and July 2020, the Company’s board of directors declared quarterly cash dividends of $0.375 per share. These quarterly cash dividends of $20.7 million, $19.4 million and $19.2 million were paid on March 11, 2020, June 10, 2020 and September 9, 2020 to stockholders of record on February 28, 2020, May 29, 2020 and August 28, 2020. In October 2020, the Company’s board of directors declared a quarterly cash dividend of $0.375 per share to be paid on December 9, 2020 to stockholders of record on November 27, 2020.

Repurchase of common stock

During the three-month periods ended September 30, 2020 and 2019, the Company repurchased 0.4 million shares and zero shares of its Class A common stock under its stock repurchase plan for $20.0 million and zero, respectively. During the nine-month periods ended September 30, 2020 and 2019, the Company repurchased 4.8 million shares and 14,000 shares of its Class A common stock under its stock repurchase plan for $127.4 million and $0.8 million, respectively. As of September 30, 2020, $342.8 million was available for repurchases under the Company’s stock repurchase plan.

7.	Fair Value

The carrying value of financial instruments including cash and cash equivalents, accounts receivable and accounts payable approximates fair values due to the short-term nature of these instruments. Fair value estimates are made at a specific point in time, based on relevant market information.

The FASB Codification defines fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. On a quarterly basis, the Company measures at fair value certain financial assets, including cash equivalents. Accounting standards specify a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs have created the following fair-value hierarchy:

◾

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.

Accounting standards permit companies, at their option, to measure certain financial instruments and other eligible items at fair value. The Company has elected not to apply the fair value option to existing eligible items beyond what is required by US GAAP.

The following tables present the fair value hierarchy for those assets measured at fair value on a recurring basis (U.S. dollars in thousands):

	Fair Value at September 30, 2020
	Level 1		Level 2			Level 3		Total
Financial assets (liabilities):
Cash equivalents and current investments	$	45,552	$	—		$	—	$	45,552
Other long-term assets		1,344		—			—		1,344
Derivative financial instruments asset		—		472			—		472
Life insurance contracts		—		—			41,328		41,328
Derivative financial instruments liability		—		(76	)		—		(76	)
Total	$	46,896	$	396		$	41,328	$	88,620

	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

See Note 9 - Derivatives and Hedging Activities, for more information on derivative financial instruments.

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The following table provides a summary of changes in fair value of the Company’s Level 3 marketable securities (U.S. dollars in thousands):

Beginning balance at January 1, 2020	$	41,707
Actual return on plan assets		(379	)
Purchase and issuances		—
Sales and settlements		—
Transfers into Level 3		—
Ending balance at September 30, 2020	$	41,328

8.	Income Taxes

The Company accounts for income taxes in accordance with ASC Topic 740 “Income Taxes.” These standards establish financial accounting and reporting standards for the effects of income taxes that result from an enterprise’s activities during the current and preceding years. The Company takes an asset and liability approach for financial accounting and reporting of income taxes. The Company pays income taxes in many foreign jurisdictions based on the profits realized in those jurisdictions, which can be significantly impacted by terms of intercompany transactions between the Company and its foreign affiliates. Deferred tax assets and liabilities are created in this process. The Company has netted these deferred tax assets and deferred tax liabilities by jurisdiction. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be ultimately realized. The Company had net deferred tax assets of $27.1 million and $20.0 million as of September 30, 2020 and December 31, 2019, respectively.

The Company evaluates its indefinite reinvestment assertions with respect to foreign earnings for each quarter. For all foreign earnings, the Company accrues the applicable foreign income taxes. For the earnings that have been indefinitely reinvested, the Company does not accrue foreign withholding taxes. Undistributed earnings that the Company has indefinitely reinvested, for which no foreign withholding taxes have been provided, aggregate to $60.0 million as of December 31, 2019. If the amount designated as indefinitely reinvested as of December 31, 2019 was repatriated to the United States, the amount of incremental taxes would be approximately $6.0 million. The Company intends to utilize the indefinitely reinvested offshore earnings to fund foreign investments, specifically capital expenditures.

The Company files income tax returns in the U.S. federal jurisdiction, and in various state and foreign jurisdictions. The Company is no longer subject to tax examinations from the IRS for all years for which tax returns have been filed before 2019. With a few exceptions, the Company is no longer subject to state and local income tax examination by tax authorities for the years before 2016. In 2009, the Company entered into a voluntary program with the IRS called Compliance Assurance Process (“CAP”). The objective of CAP is to contemporaneously work with the IRS to achieve federal tax compliance and resolve all or most of the issues prior to filing of the tax return. The Company has elected to participate in CAP for 2020 and may elect to continue participating in CAP for future tax years; the Company may withdraw from the program at any time. In major foreign jurisdictions, the Company is generally no longer subject to income tax examinations for years before 2012. However, statutes of limitations in certain countries may be as long as ten years. The Company is currently under examination in certain foreign jurisdictions; however, the outcomes of those reviews are not yet determinable. The Company’s unrecognized tax benefits relate to multiple jurisdictions. Due to potential increases in unrecognized tax benefits from the multiple jurisdictions in which the Company operates, as well as the expiration of various statutes of limitations, it is reasonably possible that the Company’s gross unrecognized tax benefits, net of foreign currency adjustments, may decrease in the next 12 months by approximately $0.1 to $1.0 million.

9.	Derivatives and Hedging Activities

Risk Management Objective of Using Derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s borrowings.

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Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of fixed-rate amounts from a counterparty in exchange for the Company making variable-rate payments over the life of the agreements without exchange of the underlying notional amount. During 2020, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in Accumulated Other Comprehensive Income and subsequently reclassified into interest expense/income in the same period(s) during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense/income as interest payments are made/received on the Company’s variable-rate debt. During the next twelve months, the Company estimates that an additional $76 thousand will be reclassified as an increase to interest expense.

As of September 30, 2020, the Company had four outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk with a total notional amount of $200 million.

Fair Values of Derivative Instruments on the Balance Sheet

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Balance Sheet:

		Fair Values of Derivative Instruments
Derivatives in Cash flow Hedging Relationships:	Balance Sheet Location	September 30, 2020		December 31, 2019
Interest Rate Swap - Asset	Other Assets	$	472	$	—
Interest Rate Swap - Liability	Accrued Expenses	$	76	$	—

Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income

The tables below present the effect of cash flow hedge accounting on Accumulated Other Comprehensive Income.

	Amount of Gain or (Loss) Recognized in OCI on Derivative
	Three Months Ended				Nine Months Ended
Derivatives in Cash flow	September 30,				September 30,
Hedging Relationships:	2020		2019		2020		2019
Interest Rate Swaps	$	396	$	—	$	396	$	—

		Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income
		Three Months Ended				Nine Months Ended
Derivatives in Cash flow	Income Statement	September 30,				September 30,
Hedging Relationships:	Location	2020		2019		2020		2019
Interest Rate Swaps	Other Income	$	(8)	$	—	$	(8)	$	—

10.	Segment Information

The Company reports revenue from nine segments, consisting of its seven geographic Nu Skin segments—Mainland China, Americas/Pacific, South Korea, Southeast Asia, Japan, EMEA, and Hong Kong/Taiwan—and its Manufacturing and Grow Tech segments. The Other category includes miscellaneous corporate revenue and related adjustments. These segments reflect the way the chief operating decision maker evaluates the Company’s business performance and allocates resources. Reported revenue includes only the revenue generated by sales to external customers.

Profitability by segment as determined under US GAAP is driven primarily by the Company’s transfer pricing policies. Segment contribution, which is the Company’s segment profitability metric presented in the table below, excludes certain intercompany charges, specifically royalties, license fees, transfer pricing, discrete charges and other miscellaneous items. These charges have been included in Corporate and other expenses. Corporate and other expenses also include costs related to the Company’s executive and administrative offices, information technology, research and development, and marketing and supply chain functions not recorded at the segment level.

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The accounting policies of the segments are the same as those described in Note 2 – Summary of Significant Accounting Policies. The Company evaluates the performance of its segments based on revenue and segment contribution. Each segment records direct expenses related to its employees and its operations.

Summarized financial information for the Company’s reportable segments is shown in the following tables. Asset information is not reviewed or included with the Company’s internal management reporting. Therefore, the Company has not disclosed asset information for each reportable segment.

Revenue by Segment

	Three Months Ended September 30,						Nine Months Ended September 30,
(U.S. dollars in thousands)	2020			2019			2020		2019
Nu Skin
Mainland China	$	169,068		$	173,974		$	453,096	$	567,795
Americas/Pacific		151,465			83,635			353,957		262,932
South Korea		83,460			79,435			236,094		248,020
Southeast Asia		84,102			78,963			220,517		226,853
Japan		70,958			67,197			200,549		194,557
EMEA		61,411			35,742			147,590		120,960
Hong Kong/Taiwan		42,265			40,449			115,253		124,719
Other		(314	)		(62	)		374		(239	)
Total Nu Skin		662,415			559,333			1,727,430		1,745,597
Manufacturing ⁽¹⁾		40,910			30,601			105,975		91,430
Grow Tech		22			—			336		30
Total	$	703,347		$	589,934		$	1,833,741	$	1,837,057

(1)

The Manufacturing segment had $10.9 million and $7.1 million of intersegment revenue for the three months ended September 30, 2020 and 2019, respectively, and $24.2 million and $19.5 million for the nine months ended September 30, 2020 and 2019, respectively. Intersegment revenue is eliminated in the consolidated financial statements, as well as the reported segment revenue in the table above.

Segment Contribution

	Three Months Ended September 30,						Nine Months Ended September 30,
(U.S. dollars in thousands)	2020			2019			2020			2019
Nu Skin
Mainland China	$	54,522		$	48,619		$	135,577		$	158,873
Americas/Pacific		26,256			12,875			61,184			41,314
South Korea		25,232			24,770			73,421			76,417
Southeast Asia		20,426			22,063			54,121			60,895
Japan		18,245			16,287			49,292			46,216
EMEA		7,111			1,529			11,084			6,114
Hong Kong/Taiwan		9,048			8,063			22,825			24,754
Nu Skin contribution		160,840			134,206			407,504			414,583
Manufacturing		6,749			4,577			15,000			11,598
Grow Tech		(5,322	)		(5,822	)		(17,659	)		(14,033	)
Total segment contribution		162,267			132,961			404,845			412,148
Corporate and other		(88,039	)		(63,069	)		(235,978	)		(199,401	)
Operating income		74,228			69,892			168,867			212,747
Other income (expense)		525			(4,979	)		(4,068	)		(11,153	)
Income before provision for income taxes	$	74,753		$	64,913		$	164,799		$	201,594

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Depreciation and Amortization

	Three Months Ended September 30,				Nine Months Ended September 30,
(U.S. dollars in thousands)	2020		2019		2020		2019
Nu Skin
Mainland China	$	2,649	$	2,708	$	7,631	$	8,733
Americas/Pacific		268		213		766		633
South Korea		756		1,115		2,731		3,997
Southeast Asia		317		434		1,248		1,373
Japan		296		938		1,602		2,943
EMEA		231		268		731		980
Hong Kong/Taiwan		691		547		1,948		1,600
Total Nu Skin		5,208		6,223		16,657		20,259
Manufacturing		2,077		1,711		5,954		4,916
Grow Tech		1,302		1,244		3,775		3,064
Corporate and other		9,333		10,127		28,893		29,725
Total	$	17,920	$	19,305	$	55,279	$	57,964

Capital Expenditures

	Three Months Ended September 30,				Nine Months Ended September 30,
(U.S. dollars in thousands)	2020		2019		2020		2019
Nu Skin
Mainland China	$	9,000	$	10,614	$	12,577	$	13,328
Americas/Pacific		125		337		891		1,084
South Korea		173		972		537		1,051
Southeast Asia		1,254		140		1,893		459
Japan		1,484		267		3,132		1,385
EMEA		718		16		1,378		92
Hong Kong/Taiwan		7		99		23		1,653
Total Nu Skin		12,761		12,445		20,431		19,052
Manufacturing		2,113		1,100		13,221		4,281
Grow Tech		343		2,577		760		7,628
Corporate and other		4,901		7,448		14,398		21,823
Total	$	20,118	$	23,570	$	48,810	$	52,784

11.	Commitments and Contingencies

The Company is subject to government regulations pertaining to product formulation, labeling and packaging, product claims and advertising, and the Company’s direct selling system. The Company is also subject to the jurisdiction of numerous foreign tax and customs authorities. Any assertions or determination that either the Company or the Company’s sales force is not in compliance with existing statutes, laws, rules or regulations could have a material adverse effect on the Company’s operations. In addition, in any country or jurisdiction, the adoption of new statutes, laws, rules or regulations or changes in the interpretation of existing statutes, laws, rules or regulations could have a material adverse effect on the Company and its operations. No assurance can be given that the Company’s compliance with applicable statutes, laws, rules and regulations will not be challenged by foreign authorities or that such challenges will not have a material adverse effect on the Company’s financial position, results of operations or cash flows. The Company and its Subsidiaries are defendants in litigation, investigations and other proceedings involving various matters. Management believes that the ultimate liability arising from such claims and contingencies, if any, is not likely to have a material adverse effect on the Company’s consolidated financial condition, results of operations or cash flows.

The Company is subject to regular audits by federal, state and foreign tax authorities. These audits may result in additional tax liabilities. The Company believes it has appropriately provided for income taxes for all years. Several factors drive the calculation of its tax reserves. Some of these factors include: (i) the expiration of various statutes of limitations; (ii) changes in tax law and regulations; (iii) issuance of tax rulings; and (iv) settlements with tax authorities. Changes in any of these factors may result in adjustments to the Company’s reserves, which would impact its reported financial results.

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12.	Restructuring

In the fourth quarter of 2018, the Company began a strategic plan to align its resources and capabilities to support its vision of being a world-leading business platform. This program primarily impacted the Company’s information technology infrastructure and organization and other departments within its corporate and Americas offices. As a result of the restructuring program, the Company recorded a non-cash charge of $48.6 million for impairment of information technology assets, including internally developed software for social sharing and digital initiatives, and $22.1 million of cash charges, including $20.1 million for employee severance and $2.0 million for other related cash charges with the restructuring. The restructuring charges were predominately recorded in the Corporate and Other category.

See the table below for detail of restructuring activity for the three months ended March 31, 2019 (U.S. dollars in thousands):

Beginning balance at January 1, 2019	$	15,462
Amounts paid		(15,046	)
Adjustments		(416	)
Ending balance at March 31, 2019	$	—

There was no restructuring activity for the three or nine months ended September 30, 2020 and three months ended September 30, 2019.

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ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that represent our current expectations and beliefs. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws and include, but are not limited to, statements of management’s expectations regarding our performance, initiatives, strategies, product introductions and offerings, growth, opportunities and risks; statements of projections regarding future sales, expenses, operating results, taxes and duties, capital expenditures, sources and uses of cash, foreign-currency fluctuations or devaluations, repatriation of undistributed earnings, and other financial items; statements of management’s expectations and beliefs regarding our markets and global economic conditions; statements regarding the payment of future dividends and stock repurchases; statements regarding the outcome of litigation, audits, investigations or other regulatory actions; statements regarding government policies and regulations relating to our industry, including government policies and regulations in Mainland China; accounting estimates and assumptions; statements of belief; and statements of assumptions underlying any of the foregoing. In some cases, you can identify these statements by forward-looking words such as “believe,” “expect,” "optimistic," “project,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “will,” “would,” “could,” “may,” “might,” the negative of these words and other similar words. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. We caution and advise readers that these statements are based on assumptions that may not be realized and involve risks and uncertainties that could cause actual results to differ materially from the expectations and beliefs contained herein. For a summary of these risks, see the risk factors included in our Annual Report on Form 10-K for the 2019 fiscal year and in our subsequent quarterly and other reports, including this Quarterly Report.

The following Management’s Discussion and Analysis should be read in conjunction with our consolidated financial statements and related notes and Management’s Discussion and Analysis included in our Annual Report on Form 10-K for the 2019 fiscal year, and our other reports filed with the Securities and Exchange Commission through the date of this Quarterly Report.

Overview

Revenue for the three-month period ended September 30, 2020 increased 19% to $703.3 million, compared to $589.9 million in the prior-year period, and revenue for the nine-month period ended September 30, 2020 and 2019 was $1.8 billion for both periods presented. Sales Leaders increased 12% and Customers increased 28% on a year-over-year basis.

Our results benefited from our strategic shift to become a more digital business, as well as the current environment where consumers are spending more time online and working from home, and our sales leaders have been able to leverage the power of social sharing to achieve greater levels of productivity. Digital sales accounted for approximately 90% of sales during the third quarter. Our 19% revenue growth was driven by solid growth in our Americas/Pacific segment and our EMEA segment, where our social selling business model represents a larger portion of our business than our other segments. Third-quarter results also benefited from our continued technology enhancements and approximately $30 million of third-quarter preview sales as part of our ageLOC Boost product launch. A number of our segments were able to hold digital regional conventions, which helped grow our Sales Leaders for the third quarter. We remain optimistic about the remainder of 2020, as we remain focused on building Sales Leaders by leveraging our technology enhancements and executing a strong product launch in the fourth quarter. The launch of ageLOC Boost will follow the same approach as our 2017-2018 launch of ageLOC LumiSpa. We sold a limited quantity of ageLOC Boost in the third quarter of 2020, and will continue the launch process for this product across our markets during the fourth quarter of 2020 and first quarter of 2021.

Earnings per share for the third quarter of 2020 increased 37% to $1.08, compared to $0.79 in the prior-year period. Earnings per share for the first nine months of 2020 decreased 7% to $2.23, compared to $2.39 in the prior-year period. The increase in earnings per share for the quarter is primarily driven by the increase in revenue. Increases in freight cost and general and administrative expenses were offset by a lower weighted-average outstanding shares from our stock repurchases and a lower tax rate. The decrease in earnings per share for the nine-month period reflects the same factors, along with impacts from the first quarter, when our general and administrative expenses as a percentage of revenue were relatively higher due to the fixed nature of these expenses against our lower first-quarter revenue.

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Segment Results

We report our business in nine segments to reflect our current management approach. These segments consist of our seven geographic Nu Skin segments—Mainland China, Americas/Pacific, South Korea, Southeast Asia, Japan, Hong Kong/Taiwan, and EMEA—and our Manufacturing and Grow Tech segments. The Other category includes miscellaneous corporate revenue and related adjustments.

The following table sets forth revenue for the three- and nine-month periods ended September 30, 2020 and 2019 for each of our reportable segments (U.S. dollars in thousands):

	Three Months Ended September 30,									Constant- Currency			Nine Months Ended September 30,								Constant- Currency
	2020			2019			Change			Change⁽¹⁾			2020		2019			Change			Change⁽¹⁾

Nu Skin
Mainland China	$	169,068		$	173,974			(3	)%		(4	)%	$	453,096	$	567,795			(20	)%		(19	)%
Americas/Pacific		151,465			83,635			81	%		90	%		353,957		262,932			35	%		43	%
South Korea		83,460			79,435			5	%		5	%		236,094		248,020			(5	)%		(2	)%
Southeast Asia		84,102			78,963			7	%		8	%		220,517		226,853			(3	)%		(1	)%
Japan		70,958			67,197			6	%		4	%		200,549		194,557			3	%		2	%
EMEA		61,411			35,742			72	%		67	%		147,590		120,960			22	%		23	%
Hong Kong/Taiwan		42,265			40,449			4	%		—			115,253		124,719			(8	)%		(10	)%
Other		(314	)		(62	)		(406	)%		(403	)%		374		(239	)		256	%		256	%
Total Nu Skin		662,415			559,333			18	%		19	%		1,727,430		1,745,597			(1	)%		1	%
Manufacturing		40,910			30,601			34	%		34	%		105,975		91,430			16	%		16	%
Grow Tech		22			—			100	%		100	%		336		30			1,020	%		1,020	%
Total	$	703,347		$	589,934			19	%		19	%	$	1,833,741	$	1,837,057			—			2	%

(1)	Constant-currency revenue change is a non-GAAP financial measure. See “Non-GAAP Financial Measures,” below.

The following table sets forth segment contribution for the three- and nine-month periods ended September 30, 2020 and 2019 for each of our reportable segments (U.S. dollars in thousands). Segment contribution excludes certain intercompany charges, specifically royalties, license fees, transfer pricing and other miscellaneous items. We use segment contribution to measure the portion of profitability that the segment managers have the ability to manage for their respective segments. For additional information regarding our segments and the calculation of segment contribution, see Note 10 to the consolidated financial statements contained in this report.

	Three Months Ended September 30,									Nine Months Ended September 30,
	2020			2019			Change			2020			2019			Change

Nu Skin
Mainland China	$	54,522		$	48,619			12	%	$	135,577		$	158,873			(15	)%
Americas/Pacific		26,256			12,875			104	%		61,184			41,314			48	%
South Korea		25,232			24,770			2	%		73,421			76,417			(4	)%
Southeast Asia		20,426			22,063			(7	)%		54,121			60,895			(11	)%
Japan		18,245			16,287			12	%		49,292			46,216			7	%
EMEA		7,111			1,529			365	%		11,084			6,114			81	%
Hong Kong/Taiwan		9,048			8,063			12	%		22,825			24,754			(8	)%
Total Nu Skin		160,840			134,206			20	%		407,504			414,583			(2	)%
Manufacturing		6,749			4,577			47	%		15,000			11,598			29	%
Grow Tech		(5,322	)		(5,822	)		9	%		(17,659	)		(14,033	)		(26	)%

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The following table provides information concerning the number of Customers and Sales Leaders as of September 30, 2020 and 2019. “Customers” are persons who have purchased products directly from the Company during the three months ended as of the date indicated. Our Customer numbers do not include consumers who purchase products directly from members of our sales force. “Sales Leaders” are independent distributors, and sales employees and independent marketers in Mainland China, who achieve certain qualification requirements.

	As of September 30, 2020				As of September 30, 2019				% Increase (Decrease)
	Customers		Sales Leaders		Customers		Sales Leaders		Customers		Sales Leaders

Mainland China		341,386		20,970		317,257		23,776		8%		(12)%
Americas/Pacific		438,889		14,400		229,013		7,760		92%		86%
South Korea		164,256		7,973		169,589		7,363		(3)%		8%
Southeast Asia		163,536		8,357		145,845		7,936		12%		5%
Japan		126,896		6,523		128,373		5,964		(1)%		9%
EMEA		235,202		6,226		147,758		4,060		59%		53%
Hong Kong/Taiwan		69,346		4,067		68,862		4,231		1%		(4)%
Total		1,539,511		68,516		1,206,697		61,090		28%		12%

Following is a narrative discussion of our results in each segment, which supplements the tables above.

Mainland China. During the third quarter of 2020, we continued to see sequential stabilization following the 2019 contraction of our business in the Mainland China market, compounded by the impact of COVID-19 and the related public-health restrictions, which severely limited large in-person meetings in the first nine months of 2020. As a result of the foregoing issues, revenue and Sales Leaders declined for the third quarter and first nine months of 2020 on a year-over-year basis, but improved on a sequential basis. Our Customers increased 8% from successful customer initiatives, including the second quarter launch of a new loyalty program.

The year-over-year increase in segment contribution for the third quarter is primarily attributable to improvements in general and administrative expenses from a decrease in promotions due to COVID-19 restrictions, and a slight decline in selling expense as a percentage of revenue, partially offset by the decline in revenue. The salaries and service fees of our Sales Leaders in Mainland China are fixed until they are adjusted in a quarterly evaluation process. As a result, we have variations in our selling expenses as a percentage of revenue, particularly when there is a sequential change in revenue. The decrease in segment contribution for the first nine months of 2020 is attributable to the decline in revenue, partially offset by improvements in gross margin, from product mix.

Americas/Pacific. Our Americas/Pacific markets continue to benefit from greater adoption of innovative products shared increasingly via the social sharing business model supported by our digital tools, combined with the current environment where consumers are spending more time at home, shopping and working online. This contributed to an 81% increase in revenue for the third quarter and a 35% increase for the first nine months of 2020. The new social and digital tools as well as strong sales leadership in social sharing in these markets have enabled our sales force to more effectively transact business digitally, which has been beneficial to our business during the COVID-19 pandemic. These factors, along with a virtual regional convention, led to a significant increase in Customers as well as Sales Leaders. Our Latin America markets also performed well during the quarter, with strong interest in the ageLOC Boost previews being held in the markets and increasing digital maturity leveraging a highly social demographic of leaders. Our reported revenue also reflects a negative currency impact of 9% and 8% for the third quarter and first nine months of 2020, respectively, primarily due to the weakening Argentina peso. In our U.S. market, we continue the Sales Leader limited preview of our new Nutricentials Bioadaptive Skin Care product line in the fourth quarter of 2020 and plan to make it widely available for consumer purchase in the first quarter of 2021. In our U.S. market, we plan to introduce and launch ageLOC Boost during late 2021.

The year-over-year increase in segment contribution for the third quarter and first nine months of 2020 primarily reflects the increase in revenue, and a decrease in selling expenses as a percentage of revenue from the strong growth in the quarter. These factors were partially offset by a lower gross margin, which primarily reflects an increase in freight cost and changes in our product mix, with a higher shift to devices, which carry a lower gross margin than our other Nu Skin products. Additionally, general and administrative expenses increased for the third quarter and first nine months of 2020 due to higher labor expenses to support growth and the regional convention, although as a percentage of revenue it decreased due to the higher revenue. The rapid growth in our Americas/Pacific region has placed a strain on our resources and required additional air freight of our products, particularly in the Latin America markets in order to meet the increasing demand.

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South Korea. Our business in South Korea showed encouraging progress, with 5% revenue growth for the third quarter. Revenue for the first nine months declined 5%, which includes a 3% negative impact from foreign-currency fluctuations, along with the impacts of COVID-19. Revenue also benefited from new product launches in the third quarter, including a local launch of our latest fitness nutrition products and some initial sales of our ageLOC Boost preview.

For the third quarter, segment contribution increased slightly due to the higher revenue, partially offset by higher selling expenses as a percentage of revenue. The decrease in segment contribution for the nine-month period ended September 30, 2020 is primarily attributable to the decrease in revenue, partially offset by a slight improvement in gross margin, from the product shift to higher-margin products.

Southeast Asia. Our Southeast Asia segment performed well in the quarter, with 7% revenue growth. Revenue for the first nine months declined 3%; as we previously discussed, the COVID-19 outbreak impacted our Southeast Asia segment longer than others. During the third quarter we held a virtual regional convention in the region, which helped Sales Leaders and Customers grow 5% and 12%, respectively.

The third quarter decline in segment contribution is largely attributed to lower gross margin and increased selling expenses as a percentage of revenue from higher sales promotions during the quarter and sales mix, partially offset by increased revenue. The decrease in segment contribution for the first nine months of 2020 is primarily from the decline in revenue and a lower gross margin from higher sales promotions.

Japan. Our Japan segment continues to perform well, resulting in 6% revenue growth for the third quarter of 2020, including a 2% benefit from favorable foreign-currency fluctuations. For the first nine months of 2020, the market had stable revenue growth.

For the third quarter and first nine months of 2020, segment contribution increased due to improved revenue along with lower general and administrative expenses from continued cost-saving measures.

EMEA. Our EMEA segment had a strong third quarter, benefiting from further adoption of the social sharing business model supported by our digital tools, combined with the current environment where consumers are spending more time shopping and working online. This contributed to a 72% increase in revenue, 53% increase in Sales Leaders and 59% increase in Customers. Our reported revenue also benefited 5% from foreign-currency fluctuations for the third quarter of 2020. For the first nine months of 2020, revenue grew 22%. Similar to our Americas/Pacific segment, the strong sales leadership in social sharing has allowed the EMEA segment to more effectively transact business digitally, which has been beneficial to our business during the COVID-19 pandemic. In our EMEA segment, we are planning to preview the Nutricentials Bioadaptive Skin Care product line in the fourth quarter of 2020 and to make it generally available for purchase in the first quarter of 2021. We plan to introduce and launch ageLOC Boost during 2021.

The strong improvements in segment contribution for both periods presented were primarily attributable to higher revenue, and the fixed nature of general and administrative expenses, partially offset by a lower gross margin from higher freight cost. The rapid growth in this region has placed a strain on our resources and required additional air freight of our products to meet the increasing demand.

Hong Kong/Taiwan. Our Hong Kong/Taiwan segment continues to be challenged from the ongoing decline from 2019 and COVID-19, with flat constant-currency revenue and Customers for the quarter, and a 4% decline in Sales Leaders. Our reported revenue benefited 4% from foreign-currency fluctuations for the third quarter of 2020. This segment’s performance for the nine months ended September 30, 2020 was additionally impacted by the social incidents that began in 2019 and continued into 2020 in Hong Kong.

The increase in segment contribution for the third quarter of 2020 is primarily from reported revenue growth and improving gross margins. The decline in segment contribution for the first nine months of 2020 is attributable to the decline in revenue.

Manufacturing. Our Manufacturing segment had a strong third quarter with a 34% year-over-year increase in revenue and a 16% increase for the nine-month period ended September 30, 2020. Our previous investments in additional capacity have allowed our manufacturing companies to continue to increase revenue as the demand for nutrition and personal care products continues to expand.

The $2.2 million and $3.4 million improvements in segment contribution for the three- and nine-month periods ended September 30, 2020, respectively, reflect revenue increases and improved gross margin, partially offset by increased general and administrative expenses.

Grow Tech. Our Grow Tech segment continues to invest in controlled-environment agriculture technologies. We have found that some of this technology has broader applications in agriculture, and we are investing to pursue these potential opportunities. We are expecting continued losses in 2020 from this segment as we continue to research and refine the technology.

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Consolidated Results

Revenue

Revenue for the three-month period ended September 30, 2020 increased 19% to $703.3 million, compared to $589.9 million in the prior-year period. Revenue for the nine-month period ended September 30, 2020 and 2019 was $1.8 billion. For a discussion and analysis of these decreases in revenue, see “Overview” and “Segment Results,” above.

Gross profit

Gross profit as a percentage of revenue was 73.9% for the third quarter of 2020, compared to 76.2% for the prior-year period, and 74.7% for the first nine months of 2020, compared to 76.0% for the prior-year period. Gross profit as a percentage of revenue for core Nu Skin decreased 2.3 percentage points to 76.3% for the third quarter of 2020 and decreased 1.2 percentage points to 77.2% for the first nine months of 2020. Our Nu Skin gross profit was negatively impacted by higher freight cost during the third quarter and first nine months of 2020 due to express orders to meet higher demand. Also contributing to the lower gross margin is that our growth is being driven by sales increases in the Americas and EMEA, which have lower margins than other markets, combined with an overall increase in our sales percentage from our Manufacturing segment which produces a lower gross margin.

Selling expenses

Selling expenses as a percentage of revenue were 39.9% for the third quarter of 2020, compared to 39.3% for the prior-year period, and 40.1% for the first nine months of 2020, compared to 39.6% for the prior-year period. Core Nu Skin selling expenses as a percentage of revenue increased 0.9 percentage points to 42.4% and 42.6%, for the third quarter and first nine months of 2020, respectively. Selling expenses for our core Nu Skin business are driven by the specific performance of our individual Sales Leaders. Given the size of our sales force and the various components of our compensation and incentive programs, selling expenses as a percentage of revenue typically fluctuate plus or minus approximately 100 basis points from period to period. Our selling expenses as a percentage of revenue increase in periods of high sequential revenue growth, as more of our Sales Leaders qualify for incentive events.

General and administrative expenses

General and administrative expenses as a percentage of revenue decreased to 23.5% for the third quarter of 2020, from 25.1% for the prior-year period, and increased to 25.4% for the first nine months of 2020, from 24.8% for the prior-year period. General and administrative expenses increased to $165.1 million in the third quarter of 2020, compared to $147.9 million in the prior-year period and increased to $466.2 million in the first nine months of 2020, compared to $456.0 million in the prior-year period. The increases for the third quarter and first nine months of 2020 primarily relate to higher employee incentive compensation in 2020 upon achievement of performance goals, partially offset by lower travel and sales force events as a result of the COVID-19 restrictions that were in place during the period.

Other income (expense), net

Other income (expense), net was $0.5 million for the third quarter of 2020 compared to $(5.0) million for the prior-year period, and $(4.1) million for the first nine months of 2020 compared to $(11.2) million for the prior-year period. The decrease in expense for the three- and nine-month periods ended September 30, 2020 primarily relates to lower interest expenses due to decreased interest rates, as well as a benefit from foreign-currency fluctuations.

Provision for income taxes

Provision for income taxes for the three- and nine-month periods of 2020 was $18.4 million and $46.9 million, compared to $20.8 million and $68.2 million for the prior-year periods. The effective tax rates for the three- and nine-month periods were 24.7% and 28.5% of pre-tax income compared to 32.1% and 33.8% in the prior-year periods. The decrease in the effective tax rate for the third quarter and first nine months of 2020 primarily reflects the strong growth in the U.S. market and Manufacturing segment, which enabled us to utilize additional foreign tax credits to offset the U.S. income taxes. In addition, in the third quarter of 2020 our effective tax rate benefited from the expiration of statute of limitations for an uncertain tax position.

On March 27, 2020, the CARES Act was signed into law, which, among other things, includes provisions relating to net operating loss carryback periods, alternative minimum tax credit refunds, and modifications to the net interest deduction limitations. We have assessed the impact of this new legislation and, at present, do not expect it to have a material impact on our 2020 effective tax rate.

Net income

As a result of the foregoing factors, net income for the third quarter of 2020 was $56.3 million, compared to $44.1 million in the prior-year period. Net income for the first nine months of 2020 was $117.9 million, compared to $133.4 million for the first nine months of 2019.

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Liquidity and Capital Resources

Historically, our principal uses of cash have included operating expenses (particularly selling expenses) and working capital (principally inventory purchases), as well as capital expenditures, stock repurchases, dividends, debt repayment and the development of operations in new markets. We have at times incurred long-term debt, or drawn on our revolving line of credit, to fund strategic transactions, stock repurchases, capital investments and short-term operating needs. We typically generate positive cash flow from operations due to favorable margins and have generally relied on cash from operations to fund operating activities. In the first nine months of 2020, we generated $284.4 million in cash from operations, compared to $128.0 million in cash from operations during the prior-year period. The increase in cash flow from operations primarily reflects cost-saving initiatives implemented by our markets, along with higher payout of accruals in the first quarter of 2019, mainly attributable to severance pay-out, along with a decrease in cash outflows in 2020 due to higher commission accrual that will be paid out in the fourth quarter of 2020. Cash and cash equivalents, including current investments, as of September 30, 2020 and December 31, 2019 were $378.0 million and $344.0 million, respectively, driven by the positive cash flow from operations, partially offset by dividend payments and stock repurchases.

Working capital. As of September 30, 2020, working capital was $305.9 million, compared to $383.4 million as of December 31, 2019. The decline in working capital reflects a higher accrued bonus, an increase in accrued commissions from the increased sales during the end of the quarter, and deferred revenue, partially offset by the increase in cash and accounts receivable from timing of sales.

Capital expenditures. Capital expenditures for the first nine months of 2020 were $48.8 million. We estimate that capital expenditures will total approximately $65-75 million for 2020. Our 2020 capital expenditures include the following:

●

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.

Our 2020 capital expenditures also include construction of a new manufacturing plant in Mainland China. To date we have spent approximately $17.9 million on this project, with approximately $7.4 million in 2020, and we expect that our expenditures for this project will total approximately $55 million over the next 2-3 years, including approximately $12-15 million during 2020.

Credit Agreement. In April 2018, we entered into a Credit Agreement (the “Credit Agreement”) with various financial institutions as lenders and Bank of America, N.A., as administrative agent. The Credit Agreement provides for a $400.0 million term loan facility and a $350.0 million revolving credit facility, each with a term of five years. We used the proceeds of the term loan and the draw on the revolving facility to pay off the Previous Credit Agreement, and the outstanding balance on the Convertible Notes. The interest rate applicable to the facilities is subject to adjustments based on our consolidated leverage ratio. The term loan facility amortizes in quarterly installments in amounts resulting in an annual amortization of 5.0% during the first and second years, 7.5% during the third and fourth years and 10.0% during the fifth year after the closing date of the Credit Agreement, with the remainder payable at final maturity. As of September 30, 2020 and December 31, 2019, we had no outstanding borrowings under our revolving credit facility, and $345.0 and $365.0 remaining balance on our term loan facility. The carrying value of the debt also reflects debt issuance costs of $(2.3) million and $(3.0) million as of September 30, 2020 and December 31, 2019, respectively, related to the Credit Agreement. The Credit Agreement requires us to maintain a consolidated leverage ratio not exceeding 2.25 to 1.00 and a consolidated interest coverage ratio of no less than 3.00 to 1.00. We are currently in compliance with all debt covenants under the Credit Agreement.

Derivative Instruments. As of September 30, 2020, we had four interest rate swaps, with a total notional principal amount of $200 million and a maturity date of July 31, 2025. We entered into these interest rate swap arrangements during the third quarter of 2020 to hedge the variable cash flows associated with our variable-rate debt under the Credit Agreement.

Stock repurchase plan. In 2018, our board of directors approved a stock repurchase plan authorizing us to repurchase up to $500.0 million of our outstanding shares of Class A common stock on the open market or in private transactions. During the first nine months of 2020, we repurchased approximately 4.8 million shares of our Class A common stock under the plan for $127.4 million. As of September 30, 2020, $342.8 million was available for repurchases under the plan. Our stock repurchases are used primarily to offset dilution from our equity incentive plans and for strategic initiatives.

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Dividends. In February, April and July 2020, our board of directors declared quarterly cash dividends of $0.375 per share. These quarterly cash dividends of $20.7 million, $19.4 million and $19.2 million were paid on March 11, 2020, June 10, 2020 and September 9, 2020 to stockholders of record on February 28, 2020, May 29, 2020 and August 28, 2020. In October 2020, our board of directors declared a quarterly cash dividend of $0.375 per share to be paid on December 9, 2020 to stockholders of record on November 27, 2020. Currently, we anticipate that our board of directors will continue to declare quarterly cash dividends and that the cash flows from operations will be sufficient to fund our future dividend payments. However, the continued declaration of dividends is subject to the discretion of our board of directors and will depend upon various factors, including our net earnings, financial condition, cash requirements, future prospects and other relevant factors.

Cash from foreign subsidiaries. As of September 30, 2020 and December 31, 2019, we held $378.0 million and $344.0 million, respectively, in cash and cash equivalents, including current investments. These amounts include $326.2 million and $277.9 million as of September 30, 2020 and December 31, 2019, respectively, held in our operations outside of the U.S. Substantially all of our non-U.S. cash and cash equivalents are readily convertible into U.S. dollars or other currencies, subject to procedural or other requirements in certain markets, as well as an indefinite-reinvestment designation, as described below.

We typically fund the cash requirements of our operations in the U.S. through intercompany dividends, intercompany loans and intercompany charges for products, use of intangible property, and corporate services. However, some markets impose government-approval or other requirements for the repatriation of dividends. For example, in Mainland China, we are unable to repatriate cash from current operations in the form of dividends until we file the necessary statutory financial statements for the relevant period. As of September 30, 2020, we had $60.4 million in cash denominated in Chinese RMB. We also have intercompany loan arrangements with some of our markets, including Mainland China, that allow us to access available cash, subject to certain limits in Mainland China and other jurisdictions. We also have drawn on our revolving line of credit to address cash needs until we can repatriate cash from Mainland China or other markets, and we may continue to do so. Except for $60.0 million of earnings in Mainland China that we designated as indefinitely reinvested during the second quarter of 2018, we currently plan to repatriate undistributed earnings from our non-U.S. operations as necessary, considering the cash needs of our non-U.S. operations and the cash needs of our U.S. operations for dividends, stock repurchases, capital investments, debt repayment and strategic transactions. Repatriation of non-U.S. earnings is subject to withholding taxes in certain foreign jurisdictions. Accordingly, we have accrued the necessary withholding taxes related to the non-U.S. earnings.

We currently believe that existing cash balances, future cash flows from operations and existing lines of credit will be adequate to fund our cash needs on both a short- and long-term basis. The majority of our historical expenses have been variable in nature, and as such, a potential reduction in the level of revenue would reduce our cash flow needs. In the event that our current cash balances, future cash flow from operations and current lines of credit are not sufficient to meet our obligations or strategic needs, we would consider raising additional funds in the debt or equity markets or restructuring our current debt obligations. Additionally, we would consider realigning our strategic plans, including a reduction in capital spending, stock repurchases or dividend payments.

Contingent Liabilities

Please refer to Note 11 to the consolidated financial statements contained in this Quarterly Report for information regarding our contingent liabilities.

Critical Accounting Policies

There were no significant changes in our critical accounting policies during the third quarter of 2020.

Seasonality and Cyclicality

In addition to general economic factors, we are impacted by seasonal factors and trends such as major cultural events and vacation patterns. For example, most Asian markets celebrate their respective local New Year in the first quarter, which generally has a negative impact on that quarter. We believe that direct selling is also generally negatively impacted during the third quarter, when many individuals, including our sales force, traditionally take vacations.

Prior to making a key product generally available for purchase, we may do one or more introductory offerings of the product, such as a preview of the product to our Sales Leaders, a limited-time offer, or other product introduction or promotion. These offerings may generate significant activity and a high level of purchasing, which can result in a higher-than-normal increase in revenue, Sales Leaders and/or Customers during the quarter and can skew year-over-year and sequential comparisons.

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Currency Risk and Exchange Rate Information

A majority of our revenue and many of our expenses are recognized outside of the United States, except for inventory purchases, a significant portion of which are primarily transacted in U.S. dollars from vendors in the United States. The local currency of each of our Subsidiaries’ primary markets is considered the functional currency with the exception of our Asia product-distribution subsidiary in Singapore and, as discussed below, our subsidiary in Argentina. All revenue and expenses are translated at weighted-average exchange rates for the periods reported. Therefore, our reported revenue and earnings will be positively impacted by a weakening of the U.S. dollar and will be negatively impacted by a strengthening of the U.S. dollar. These impacts may be significant because a large portion of our business is derived from outside of the United States. Given the uncertainty of exchange rate fluctuations, it is difficult to predict the effect of these fluctuations on our future business, product pricing and results of operations or financial condition.

In the second quarter of 2018, published inflation indices indicated that the three-year cumulative inflation in Argentina exceeded 100 percent, and as of July 1, 2018, we elected to adopt highly inflationary accounting for our subsidiary in Argentina. Under highly inflationary accounting, the functional currency for our subsidiary in Argentina became the U.S. dollar, and the income statement and balance sheet for this subsidiary have been measured in U.S. dollars using both current and historical rates of exchange. The effect of changes in exchange rates on peso-denominated monetary assets and liabilities has been reflected in earnings in Other income (expense), net and was not material. As of September 30, 2020, our subsidiary in Argentina had a small net peso monetary position. Net sales of our subsidiary in Argentina were less than 2% of our consolidated net sales for the three- and nine-month periods ended September 30, 2020 and 2019.

We may seek to reduce our exposure to fluctuations in foreign currency exchange rates through the use of foreign currency exchange contracts and through intercompany loans of foreign currency. We do not use derivative financial instruments for trading or speculative purposes. We regularly monitor our foreign currency risks and periodically take measures to reduce the impact of foreign exchange fluctuations on our operating results. As of September 30, 2020 and 2019, we did not hold non-designated mark-to-market forward derivative contracts to hedge foreign denominated intercompany positions or third party foreign debt. As of September 30, 2020, and 2019 we did not hold any forward contracts designated as foreign currency cash flow hedges. We continue to evaluate our foreign currency hedging policy.

Non-GAAP Financial Measures

Constant-currency revenue change is a non-GAAP financial measure that removes the impact of fluctuations in foreign-currency exchange rates, thereby facilitating period-to-period comparisons of the Company’s performance. It is calculated by translating the current period’s revenue at the same average exchange rates in effect during the applicable prior-year period and then comparing that amount to the prior-year period’s revenue. We believe that constant-currency revenue change is useful to investors, lenders and analysts because such information enables them to gauge the impact of foreign-currency fluctuations on our revenue from period to period.

Available Information

Our website address is www.nuskin.com. We make available, free of charge on our Investor Relations website, ir.nuskin.com, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission.

We also use our Investor Relations website, ir.nuskin.com, as a channel of distribution of additional Company information that may be deemed material. Accordingly, investors should monitor this channel, in addition to following our press releases, Securities and Exchange Commission filings and public conference calls and webcasts. The contents of our website shall not be deemed to be incorporated herein by reference.

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ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required by Item 3 of Part I of Form 10-Q is incorporated herein by reference from the sections entitled "Derivative Instruments" and “Currency Risk and Exchange Rate Information” in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Part I and also from Note 9 to the consolidated financial statements contained in this Quarterly Report.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report, under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our CEO and our CFO concluded that our disclosure controls and procedures were effective as of September 30, 2020.

Changes in Internal Controls Over Financial Reporting.

We made no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the fiscal quarter ended September 30, 2020 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

The following information supplements and amends our discussion set forth under “Legal Proceedings” in our Annual Report on Form 10-K for the 2019 fiscal year and subsequent reports.

We are currently in litigation with Don Roberts, a consultant in the agriculture industry. Mr. Roberts claims he is a general partner in our indoor-growing business and related businesses. He also claims he was instrumental in developing some of the business’s intellectual property. In May 2019, we filed a lawsuit in the U.S. District Court for the District of Utah, seeking a declaratory judgment that Mr. Roberts is not an inventor of any of the business’s intellectual property and is not a partner in the business. This lawsuit was dismissed on jurisdictional grounds in December 2019. We have appealed that dismissal to the U.S. Court of Appeals for the Tenth Circuit. In November 2019, Mr. Roberts filed suit in Utah’s Fifth Judicial District Court, seeking a declaratory judgment that he is a general partner and, as such, is entitled to a 50% ownership interest and 50% of the profits generated by the business. Mr. Roberts also seeks damages exceeding $250 million. We filed a motion to dismiss this action in state court or, in the alternative, to transfer venue to Utah’s Fourth Judicial District Court. The state court denied our motion, and in October 2020 we filed a motion seeking permission to file an interlocutory appeal. We believe Mr. Roberts’s claims are without merit, and we intend to vigorously defend ourselves.

Please refer to Note 11 to the consolidated financial statements contained in this report and to our discussion set forth under “Legal Proceedings” in our Annual Report on Form 10-K for the 2019 fiscal year for additional information regarding our legal proceedings.

ITEM 1A.

RISK FACTORS

The information presented below supplements and should be read in conjunction with the detailed discussion of risks associated with our business in our recent SEC filings, including our Annual Report on Form 10-K for the 2019 fiscal year and subsequent reports.

If we are unable to effectively manage our growth in certain markets, our operations could be harmed.

At times, we can experience significant growth in one or more of our markets. For example, during the second and third quarters of 2020 we experienced significant growth in some of the markets in our Americas/Pacific and EMEA segments. Growth can strain our ability to effectively manage our operations, as it requires us to expand our management team, labor force, and manufacturing operations. Insufficient management execution to support growth could result in, among other things, product delays or shortages, operating mistakes and errors, inadequate customer service, inappropriate claims or promotions by our sales force, and governmental inquires and investigations, all of which could harm our revenue and ability to generate sustained growth and result in unanticipated expenses. In addition, we need to continue to attract and develop qualified management personnel to sustain growth. If we are not able to successfully retain existing personnel and identify, hire and integrate new personnel, our business and growth prospects could be harmed.

Our ability to conduct business in international markets may be affected by political, legal, tax and regulatory risks.

Our ability to capitalize on growth in new international markets and to maintain the current level of operations in our existing international markets is exposed to risks associated with our international operations, including:

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the possibility that a government might ban or severely restrict our sales compensation and business models;

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the possibility that local civil unrest, political instability, or changes in diplomatic or trade relationships might disrupt our operations in one or more markets;

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the lack of well-established or reliable legal systems in certain areas where we operate;

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the presence of high inflation in the economies of international markets in which we operate;

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the possibility that a government authority might impose legal, tax, customs, or other financial burdens on us or our sales force, due, for example, to the structure of our operations in various markets;

●

the possibility that a government authority might challenge the status of our sales force as independent contractors or impose employment or social taxes on our sales force; and

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the possibility that governments may impose currency remittance restrictions limiting our ability to repatriate cash.

There has been an increasing level of tension in U.S.-China relations over the last year. Given the significant size of our China business, our business could be harmed if relations continue to deteriorate or additional sanctions or restrictions are imposed by either government. For example, in August 2020, the President of the United States issued an executive order prohibiting certain transactions related to WeChat, the predominant mobile application in China. Although the initial regulations pursuant to the executive order will not impact our business in China, there can be no assurance that the regulations or the executive order will not be broadened. In addition, there have been adverse public reaction and media attention to statements made by representatives of other businesses related to these issues that have adversely affected business. We could similarly face adverse public or media attention, and potentially increased regulatory scrutiny, as a result of increased trade or political tensions or any statements or actions by employees or our sales force that generate publicity with respect to these issues.

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Cyber security risks and the failure to maintain the integrity of company, employee, sales force or guest data could expose us to data loss, litigation, liability and harm to our reputation.

We collect, store and transmit large volumes of company, employee, sales force and guest data, including payment card information, personally identifiable information and other personal information, for business purposes, including for transactional and promotional purposes, and our various information technology systems enter, process, summarize and report such data. The integrity and protection of this data is critical to our business.

We are subject to significant security and privacy regulations, as well as requirements imposed by the payment card industry. For example, during 2018, the General Data Protection Regulation went into effect in the European Union, imposing increased data protection regulations, the violation of which could result in fines of up to 4% of our annual revenue. Many other jurisdictions have similarly enacted security and privacy regulations, including California and Mainland China, and we believe this trend will continue. In the United States, congressional committees have held preliminary hearings about the advisability of a federal data privacy law, but it is uncertain whether the federal government will adopt such a law and whether it would preempt state data privacy laws. The prospect of new data privacy laws and ambiguity regarding the interpretation of existing laws has resulted in significant uncertainty and compliance costs. In addition to laws specifically governing privacy and data security, in some cases, federal and state regulators and state attorneys general and administrative agencies have interpreted more general consumer protection laws to impose standards for the online collection, use, dissemination and security of data. Although we monitor regulatory developments in this area, any actual or perceived failure by us to comply with these requirements could subject us to significant penalties, lawsuits and negative publicity and require changes to our business practices. In particular, maintaining compliance with these and other evolving regulations and requirements around the world often requires changes to our information system architecture and data storage processes. Making these changes is, and will likely continue to be, difficult and expensive. Investigations by the regulators of data security laws could also result in the payment of fines and harm our reputation. Private actions by affected individuals could also result in significant monetary or reputational damage.

Similarly, a failure to adhere to the payment card industry’s data security standards could cause us to incur penalties from payment card associations, termination of our ability to accept credit or debit card payments, litigation and adverse publicity, any of which could have a material adverse effect on our business and financial condition.

In addition, a penetrated or compromised data system or the intentional, inadvertent or negligent release, misuse or disclosure of data could result in theft, loss, or fraudulent or unlawful use of company, employee, sales force or guest data. Although we take measures to protect the security, integrity and confidentiality of our data systems, we experience cyber attacks of varying degrees and types on a regular basis. Our infrastructure may be vulnerable to these attacks, and in some cases it could take time to discover them. Our security measures may also be breached due to employee error or malfeasance, system errors or otherwise. This risk is heightened as a result of the current COVID-19 pandemic as many of our employees are working remotely. Additionally, outside parties may attempt to fraudulently induce employees, users, or customers to disclose sensitive information to gain access to our data or our users’ or customers’ data. Any such breach or unauthorized access could result in the unauthorized disclosure, misuse or loss of sensitive information and lead to significant legal and financial exposure, regulatory inquiries or investigations, loss of confidence by our sales force and customers, disruption of our operations, damage to our reputation, and costs associated with remediating the incident. These risks are heightened as we work with third-party partners, including providers of mobile and cloud technologies, and as our sales force uses social media, as the partners and social media platforms could be vulnerable to the same types of breaches. Acquisition activity, which we have engaged in and which we may continue to engage in, may also heighten these risks, as the systems of the companies we acquire are not under our control prior to the acquisitions and it may take time to evaluate these systems and implement appropriate modifications to them.

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Epidemics, including the recent outbreak of COVID-19, and other crises have and will likely continue to negatively impact our business.

Due to the person-to-person nature of direct selling, our results of operations have been, and will likely continue to be, harmed if the fear of a communicable and rapidly spreading disease or other crises such as natural disasters result in travel restrictions or cause people to avoid group meetings or gatherings or interaction with other people. It is difficult to predict the impact on our business, if any, of the emergence of new epidemics or other crises. The outbreak of COVID-19 and resulting pandemic have resulted in significant contraction of economies around the world and interrupted global supply chains as many governments have issued stay-at-home orders to combat COVID-19. Government-imposed restrictions and public hesitance regarding in-person gatherings, travel and visiting public places have reduced our sales force’s ability to hold sales meetings, resulted in cancellations of key sales leader events and incentive trips, and required us to temporarily close our walk-in and fulfillment locations in certain markets where we have such properties. The outbreak has also impacted our ability to obtain some ingredients and packaging as well as ship products in some markets. Our supply chain and logistics have incurred some interruptions and cost impacts to date, and we could experience more significant interruptions and cost impacts or face more significant closures in the future. These factors and other events related to COVID-19 have negatively impacted our sales and operations and will likely continue to negatively affect our business and our financial results. The COVID-19 situation is changing rapidly, and there is much uncertainty regarding its duration and future impacts.

Any significant decline in our operating results in the future could also adversely affect our financial position and liquidity. Under the terms of our existing credit facility, we are required to maintain certain interest coverage and leverage ratios. In addition, our outstanding borrowings under our credit facility and related term loan impose debt service and amortization requirements. A significant deterioration in our results of operations in the future as a result of the COVID-19 pandemic could impact our ability to comply with our financial covenants and debt service and amortization obligations, which could result in an event of default under the terms of our credit facility. An event of default under our credit facility could result in an inability to access funding under the agreement and the acceleration of our obligations, which would have a material adverse effect on our financial condition and liquidity.

In addition, regulatory authorities closely scrutinize the product- and earnings-related claims made by direct-selling companies and their independent distributors, including claims related to the COVID-19 pandemic. For example, since April 2020, the Federal Trade Commission (“FTC”) has issued letters that have warned several direct-selling companies to remove and address claims that they or their distributors were making about their products’ ability to treat or prevent COVID-19 and/or about the earnings that people who have recently lost income could make. Although we take steps to educate our distributors on proper claims, if our distributors make improper claims, or if regulators determine we are making any improper claims, this could lead to an FTC investigation and could harm our business and reputation.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Purchases of Equity Securities by the Issuer

	(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⁾

July 1 - 31, 2020		72,166	$	44.65		72,166	$	359.6
August 1 - 31, 2020		72,061		46.94		72,061	$	356.2
September 1 - 30, 2020		276,272		48.46		276,272	$	342.8
Total		420,499	$	47.55		420,499

(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.

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ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5.

OTHER INFORMATION

On November 3, 2020, the Executive Compensation Committee (“Committee”) of the Board of Directors of Nu Skin Enterprises, Inc. (the “Company”) adopted the Third Amended and Restated Nu Skin Enterprises, Inc. Deferred Compensation Plan, effective as of January 1, 2021 (the “DCP”). The DCP is a nonqualified deferred compensation plan under which eligible participants may elect to defer the receipt of current compensation. Eligible participants include select employees of the Company, including executive officers. The terms of the DCP will apply to contributions made on or after January 1, 2021.

Pursuant to the DCP, participants may elect to defer up to 80% of their base salary and up to 100% of any cash bonus that otherwise would be payable in a calendar year. Prior to the amendment, participants also could defer up to 100% of restricted stock units granted to them during a calendar year. In addition to such elective deferrals, the DCP also permits the Company to make discretionary contributions, and it provides that the Company shall make matching contributions of up to 5% of a participant’s base salary.

All amounts a participant elects to defer, adjusted for earnings and losses thereon, are 100% vested at all times. All amounts contributed by the Company, adjusted for earnings and losses thereon, will vest 20% per year over five years, subject to acceleration upon the occurrence of certain events including the completion of at least 10 years of employment above a specified compensation level. Under the prior version of the Company’s Deferred Compensation Plan, Company contributions generally vested over a 20-year period.

Distributions under the DCP are payable in cash, and the participant may elect either a lump sum payment or monthly, quarterly or annual installments over a maximum of 15 years.

The prior version of the Company’s Deferred Compensation Plan did not provide matching contributions. As previously disclosed, the Company has historically made discretionary contributions of 10% of a participant’s base salary each year. In view of the opportunity in the DCP to receive a 5% match, the Company currently anticipates reducing its discretionary contributions to 5% of base salary each year.

The foregoing description of the DCP is not intended to be complete and is qualified in its entirety by reference to the full text of this document, which is filed as an exhibit to this Quarterly Report.

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ITEM 6.

EXHIBITS

Exhibits Regulation S-K Number		Description

10.1		Third Amended and Restated Nu Skin Enterprises, Inc. Deferred Compensation Plan, effective as of January 1, 2021.
10.2		Employment Agreement between the Company and Joseph Y. Chang, effective as of October 15, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 20, 2020).
10.3		Nu Skin Enterprises, Inc. Executive Severance Policy, amended and restated effective as of October 15, 2020 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed October 20, 2020).
31.1		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.
31.2		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.
32.1		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.
32.2		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)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

November 4, 2020

NU SKIN ENTERPRISES, INC.

By:	/s/ Mark H. Lawrence
	Mark H. Lawrence
	Chief Financial Officer
	(Duly Authorized Officer and Principal Financial Officer)