NU SKIN ENTERPRISES, INC.
For the period ended Mar 31, 2025. Filed May 9, 2025.
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Mar 31, 2025 · Filed May 9, 2025
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Notes to Consolidated Financial Statements
| 1. | The Company |
Nu Skin Enterprises, Inc. (the “Company”) is a holding company, with Nu Skin being the primary operating unit. Nu Skin develops and distributes premium-quality, innovative beauty and wellness products that are sold worldwide primarily under the Nu Skin, Pharmanex and ageLOC brands. The Company reports revenue from nine segments, consisting of itsseven geographic Nu Skin segments—Americas, which includes Canada, Latin America and the United States; Mainland China; Southeast Asia/Pacific, which includes Indonesia, Malaysia, the Philippines, Singapore, Thailand, Vietnam, Australia, New Zealand, and other markets; Japan; Europe and Africa, which includes markets in Europe as well as South Africa; South Korea; and Hong Kong/Taiwan, which also includes Macau—andtwo Rhyz segments—Manufacturing, which includes manufacturing and packaging subsidiaries it has acquired; and Rhyz Other, which includes other investments by its Rhyz business arm (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 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 March 31, 2025, and for thethree- month periods ended March 31,2025 and 2024. 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, 2024 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, 2024.
Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):Improvements to Reportable Segment Disclosures, expanding segment disclosure requirements. The amendments require enhanced disclosure for certain segment items and required disclosure on how management uses reported measures to assess segment performance. The amendments do not change how segments are determined, aggregated, or how thresholds are applied to determine reportable segments. The Company adopted ASU 2023-07 beginning with its 2024 annual reporting, through retrospective application.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The guidance requires disclosure of disaggregated income taxes paid, prescribes standardized categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. ASU 2023-09 is effective for the Company’s annual periods beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the potential effect that the updated standard will have onits financial statement disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Topic 220). This standard requires disclosure of specific information about costs and expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the potential effect that the updated standard will have onits financial statement disclosures.
Inventory
Inventories consist of the following (U.S. dollars in thousands):
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| Raw materials | $111,819 | $121,929 |
| Finished goods | 76,957 | 68,313 |
| Total Inventory, net | $188,776 | $190,242 |
Reserves of inventories consist of the following (U.S. dollars in thousands):
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Beginning balance | $84,006 | $83,378 |
| Additions | 3,085 | 2,003 |
| Write-offs | (7,682) | (4,862) |
| Ending Balance | $79,409 | $80,519 |
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 March 31, 2025 and December 31, 2024 was$7.5 million and$7.8 million, respectively. The contract liabilities impact to revenue for thethree-month periods ended March 31, 2025, and 2024 was an increase of$0.3 million and $0.7 million, respecti vely.
| 3. | Held for Sale |
Assets and liabilities to be disposed of by sale are classified as “held for sale” if their carrying amounts are principally expected to be recovered through a sale transaction rather than through continuing use. The classification occurs when the disposal group is available for immediate sale and the sale is probable. These criteria are generally met when an agreement to sell exists, or management has committed to a plan to sell the assets within one year. Disposal groups are measured at the lower of carrying amount or fair value less costs to sell, and long-lived assets included within the disposal group are not depreciated or amortized. The fair value of a disposal group, less any costs to sell, is assessed each reporting period it remains classified as held for sale and any remeasurement to the lower of carrying value or fair value less costs to sell is reported as an adjustment to the carrying value of the disposal group. When the net realizable value of a disposal group increases during a period, a gain can be recognized to the extent that it does not increase the value of the disposal group beyond its original carrying value when the disposal group was reclassified as held for sale.
On January 2, 2025, the Company completed the sale of its Mavely entity to Clout.io Holdings, Inc. for $230 million in cash and shares of the purchaser’s common stock, subject to certain adjustments as set forth in the purchase agreement, including post-closing determination of net working capital and other elements of the purchase price. Following the completion of certain payments to other equity holders in Mavely and the payment of certain transaction expenses, the Company received net proceeds of $193.7 million and equity interest with an estimated fair value of $6.1 million. Approximately $4.4 million of additional payments are expected to be received following the finalization of net working capital The estimated fair value was based on observable price changes and is classified as a level 3 fair value measurement and is accounted for under the measurement alternative described in ASC 321-10-35-2 for equity securities that lack readily determinable fair values. In the first quarter of 2025, the Company recorded a gain on sale of $176.2 million.
During the first quarter of 2025, the Company recorded $5.2 million of stock-based compensation expense related to profit interest units issued to the Mavely founders. This expense should have been recorded in the fourth quarter of 2024 when the performance conditions became probable of vesting. The impact of the adjustment to correct this item was immaterial to the current and prior period financial statements.
As of December 31, 2024, the Mavely disposal group, consisting of $26.9 million of current assets, $22.2 million of long-term assets, $13.9 million of current liabilities and $1.3 million of long-term liabilities within the Company’s Rhyz Other segment, was classified as “Current assets held for sale”, “Long-term assets held for sale”, “Current liabilities held for sale” and “Long-term liabilities held for sale” in the Consolidated Balance Sheet. The Company determined that as of December 31, 2024, the disposal group met the criteria for classification as held for sale but did not meet the criteria for classification as discontinued operations. The Company recognized income (loss) before provision for income taxes for the Mavely disposal group of $0 and $(1.6) million for the three months ended March 31, 2025 and 2024, respectively.
The total assets and liabilities of the Mavely disposal group that have met the classification of held for sale in the Company’s Consolidated Balance sheet are as follows (U.S. dollars in thousands):
| Assets | |
|---|---|
| Current assets | |
| Accounts receivable, net | $26,455 |
| Prepaid expenses and other | 481 |
| Total current assets held for sale | 26,936 |
| Property and equipment, net | 1,668 |
| Goodwill | 12,602 |
| Other intangible assets, net (1) | 7,934 |
| Total long-term assets held for sale | $22,204 |
| Liabilities | |
| Current liabilities | |
| Accounts payable | $208 |
| Accrued expenses | 13,711 |
| Total current liabilities held for sale | 13,919 |
| Other liabilities | 1,325 |
| Total long-term liabilities held for sale | 1,325 |
| (1) | Net of accumulated amortization of $8.4 million as of December 31, 2024. |
| 4. | Goodwill and Intangibles |
Goodwill
The Company’s reporting units for goodwill are its operating segments, which are also its reportable segments, with the exception of Rhyz Other. The Rhyz Other segment is made up oftwo reporting units, which had goodwill of $4.7 million and $0.0 as of March 31, 2025 and December 31, 2024.
The following table presents goodwill allocated to the Company’s reportable segments for the periods ended March 31, 2025 and December 31, 2024 (U.S. dollars in thousands):
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| Nu Skin | ||
| Americas | $— | $— |
| Southeast Asia/Pacific | — | — |
| Mainland China | — | — |
| Japan | — | — |
| South Korea | — | — |
| Europe & Africa | — | — |
| Hong Kong/Taiwan | — | — |
| Rhyz | ||
| Manufacturing | 78,875 | 78,875 |
| Rhyz Other | 4,750 | 4,750 |
| Total | $83,625 | $83,625 |
Accumulated impairment charges as of March 31, 2025 and December 31, 2024 were $9.4 million for the Americas segment,$18.5 million for the Southeast Asia/Pacific segment,$32.2 million for the Mainland China segment, $16.0 million for the Japan segment, $29.3 million for the South Korea segment, $2.9 million for the Europe & Africa segment, $6.6 million for the Hong Kong/Taiwan segment, $0 for the Manufacturing segment and $19.6 million for the Rhyz Other segment. There wereno impairment charges recorded in the three months ended March 31, 2025 and 2024.
Intangibles
The Company reviews long-lived assets for impairment when performance expectations, events or change in circumstances indicate that the assets’ carrying value may not be recoverable. The evaluation is performed at the lowest level of identifiable cash flows by comparing the carrying value of the asset group to the net undiscounted cash flows. If the evaluation indicates that the carrying amount of the assets may not be recoverable, any potential impairment is measured based upon the fair value of the related asset group.
During the first quarter of 2025, the Company decided to make a strategic shift in how it operates the BeautyBio asset group. These strategy changes included exiting certain sales channels which reduced the forecasted revenues for BeautyBio. The Company concluded these actions were an interim impairment triggering event. As a result, the Company performed an interim impairment test of the asset group and assessed the recoverability of the related asset group by comparing the carrying value of the asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that the asset group was impaired. The Company concluded the asset group’s carrying value exceeded its estimated fair value, which was determined utilizing the discounted projected future cash flows, which resulted in an impairment charge. The estimated fair value was based on expected future cash flows using level 3 inputs and utilized management estimates related to revenue growth rates, profitability margins and discount rates. As a result, during the three months ended March 31, 2025 the Company recorded an impairment charge of $25.1 million on the BeautyBio asset group, which is part of its Rhyz Other segment within restructuring and impairment expenses on the consolidated statement of income. The BeautyBio asset group has a remaining carrying value of $2.3 million with a remaining weighted-average amortization period of approximately 7 years.
| 5. | Debt |
Credit Agreement
On June 14, 2022, the Company entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) with several financial institutions as lenders and Bank of America, N.A., as administrative agent, which amended and restated the 2018 Credit Agreement. The Credit Agreement provides for a $400 million term loan facility and a $500 million revolving credit facility, each with a term offive years. Both facilities bear interest at the SOFR, plus a margin based on the Company’s consolidated leverage ratio. Commitment fees payable under the Credit Agreement are also based on the consolidated leverage ratio as defined in the Credit Agreement and range from 0.175% to 0.30% on the unused portion of the total lender commitments then in effect. The term loan facility amortizes in quarterly installments in amounts resulting in an annual amortization of 2.5% during the first year and 5.0% during the second, third, fourth and fifth years after the closing date of the Credit Agreement, with the remainder payable at final maturity. The Credit Agreement is guaranteed by certain of the Company’s domestic subsidiaries and collateralized by assets of such subsidiaries, including a pledge of 65% of the capital stock of certain foreign subsidiaries. The Credit Agreement requires the Company to maintain a consolidated leverage ratio not exceeding 2.75 to 1.00 and a consolidated interest coverage ratio of no less than 3.00 to 1.00. As of March 31, 2025, the Company was in compliance with all covenants under the Credit Agreement. In January 2025, the Company made a $115.0 million payment on the term loan facility using a portion of the proceeds from the Mavely sale.
The following table summarizes the Company’s debt facilities as of March 31, 2025 and December 31, 2024:
| Facility or Arrangement · Original Principal Amount · Balance as of March 31, 2025(1)(2) · Balance as of December 31, 2024(1)(2) · Interest Rate · Repayment Terms | |||
|---|---|---|---|
| Credit Agreement term loan facility · $400.0 million · $240.0 million · $360.0 million · Variable 30 day: 6.67% · 21% of the principal amount is payable in increasing quarterly installments over a five-year period that began on September 30, 2022, with the remainder payable at the end of the five-year term. | |||
| Credit Agreement revolving credit facility | $0 | $35.0 million | Revolving line of credit expires June 14, 2027. |
| (1) | As of March 31, 2025 and December 31, 2024, the current portion of the Company’s debt (i.e., becoming due in the next 12 months) included $20.0 million and $20.0 million, respectively, of the balance of its term loan under the Credit Agreement and $0 and $10.0 million, respectively, of the balance under the revolving line of credit. |
| (2) | The carrying value of the debt reflects the amounts stated in the above table, less debt issuance costs of $1.2 million and $1.4 million as of March 31, 2025 and December 31, 2024, respectively, related to the Credit Agreement, which are not reflected in this table. |
| 6. | Leases |
As of March 31, 2025, the weighted average remaining lease term was 6.6 and 4.5 years for operating and finance leases, respectively. As of March 31, 2025, the weighted average discount rate was 3.8% and 6.6% for operating and finance leases, respectively.
The components of lease expense were as follows (U.S. dollars in thousands):
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Operating lease expense | ||
| Operating lease cost | $5,916 | $6,066 |
| Variable lease cost | 961 | 1,776 |
| Finance lease expense | ||
| Amortization of right-of-use assets | 530 | 758 |
| Interest on lease liabilities | 168 | 109 |
| Total lease expense | $7,575 | $8,709 |
Supplemental cash flow information related to leases was as follows (U.S. dollars in thousands):
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Operating cash outflow from operating leases | $5,744 | $6,371 |
| Operating cash outflow from finance leases | $166 | $111 |
| Financing cash outflow from finance leases | $621 | $785 |
| Right-of-use assets obtained in exchange for operating lease obligations | $11,496 | $13,034 |
| Right-of-use assets obtained in exchange for finance lease obligations | $277 | $5 |
Maturities of lease liabilities were as follows (U.S. dollars in thousands):
| Year Ending December 31 | Operating Leases | Finance Leases |
|---|---|---|
| 2025 | $22,455 | $2,662 |
| 2026 | 17,788 | 2,536 |
| 2027 | 11,984 | 2,484 |
| 2028 | 8,814 | 2,376 |
| 2029 | 7,475 | 1,355 |
| Thereafter | 22,514 | — |
| Total | 91,030 | 11,413 |
| Less: Finance charges | 9,084 | 1,554 |
| Total principal liability | $81,946 | $9,859 |
| 7. | 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 March 31, 2025 and 2024, the only dilutive common shares outstanding relate to the Company’s outstanding stock awards and options. For the three-month periods ended March 31, 2025 and 2024, 2.4 million and 1.8 million, respectively, of stock awards and options were excluded from the calculation of diluted earnings per share because they were anti-dilutive.
Dividends
In February 2025, the Company’s board of directors declared a quarterly cash dividend of $0.06 per share. This quarterly cash dividend of $3.0 million was paid on March 5, 2025 to stockholders of record on February 24, 2025. In May 2025, the board of directors declared a quarterly cash dividend of $0.06 per share to be paid on June 11, 2025 to stockholders of record on May 30, 2025.
Repurchase of common stock
During the three-month period ended March 31, 2025, the Company repurchased 0.6 million share of its Class A common stock under its stock repurchase plans for $5.0 million and repurchasedno shares during the three-month period ended March 31, 2024. As of March 31, 2025, $157.4 million was available for repurchases under the Company’s stock repurchase plan.
| 8. | Fair Value and Equity Investments |
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. The carrying value of debt approximates fair value due to the variable 30-day interest rate. 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; and |
| ■ | 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 and liabilities measured at fair value on a recurring basis (U.S. dollars in thousands):
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Financial assets: | ||||
| Cash equivalents and current investments | $25,336 | $— | $— | $25,336 |
| Derivative financial instruments asset | — | 2,749 | — | 2,749 |
| Life insurance contracts | — | — | 42,474 | 42,474 |
| Total | $25,336 | $2,749 | $42,474 | $70,559 |
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Financial assets: | ||||
| Cash equivalents and current investments | $23,914 | $— | $— | $23,914 |
| Derivative financial instruments asset | — | 4,708 | — | 4,708 |
| Life insurance contracts | — | — | 44,091 | 44,091 |
| Contingent consideration | — | — | — | — |
| Total | $23,914 | $4,708 | $44,091 | $72,713 |
The following table provides a summary of changes in fair value of the Company’s Level 3 life insurance contracts (U.S. dollars in thousands):
| 2025 | 2024 | |
|---|---|---|
| Beginning balance at January 1 | $44,091 | $45,041 |
| Actual return on plan assets | (1,617) | 3,373 |
| Ending balance at March 31 | $42,474 | $48,414 |
Life insurance contracts: Accounting Standards Codification (“ASC”) 820 preserves practicability exceptions to fair value measurements provided by other applicable provisions of U.S. GAAP. The guidance in ASC 715-30-35-60 allows a reporting entity, as a practical expedient, to use cash surrender value or conversion value as an expedient for fair value when it is present. Accordingly, the Company determines the fair value of its life insurance contracts as the cash-surrender value of life insurance policies held in its Rabbi Trust.
The following table provides a summary of changes in fair value of the Company’s Level 3 contingent consideration (U.S. dollars in thousands):
| 2025 | 2024 | |
|---|---|---|
| Beginning balance at January 1 | $— | $(6,300) |
| Payments | — | 6,300 |
| Ending balance at March 31 | $— | $— |
Contingent consideration: Contingent consideration represents the obligations incurred in connection with acquisitions. The estimate of fair value of the contingent consideration obligations requires subjective assumptions to be made regarding the future business results, discount rates, discount periods and probabilities assigned to various potential business result scenarios and was determined using probability assessments with respect to the likelihood of reaching various targets or of achieving certain milestones. The fair value measurement is based on significant inputs unobservable in the market and thus represents a Level 3 measurement. Changes in current expectations of progress could change the probability of achieving the targets within the measurement periods and result in an increase or decrease in the fair value of the contingent consideration obligation.
Equity Investments
The Company maintains equity investments in companies which are accounted for under the measurement alternative described in ASC 321-10-35-2 for equity securities that lack readily determinable fair values. The carrying amount of equity securities held by the Company without readily determinable fair values was $0 and $28.1 million as of March 31, 2025 and December 31, 2024, respectively. During thethree months ended September 30, 2021, the Company recognized$18.1 million upward fair value adjustments, based on the valuation of additional equity issued by the investee which was deemed to be an observable transaction of a similar investment under ASC 321. During the three months ended March 31, 2025, based on significant deterioration of the business prospects of the investment, the Company recorded a $28.1 million impairment of the investment. The third quarter of 2021 gain and first quarter of 2025 charge were recorded within Other income (expense), net on the Consolidated Statement of Income. The first quarter of 2025 estimated fair value was determined using a market-based method with level 3 inputs, including revenue and earnings multiples.
| 9. | Income Taxes |
Provision for income taxes for the first quarter of 2025 was $27.1 million, compared to $1.6 million for the prior-year period. The effective tax rates for the first quarter 2025 was 20.1% of pre-tax income compared to 148.4% in the prior-year period.
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 $175.5 million and $173.9 million as of March 31, 2025 and December 31, 2024, 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, 2024. If the amount designated as indefinitely reinvested as of December 31, 2024 were 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. 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. As of December 31, 2024, tax years through 2020, 2022 and 2023 have been audited and are effectively closed to further examination. For tax year 2021, the Company was in the Bridge phase of the CAP program, pursuant to which the IRS will not accept disclosures, will not conduct reviews and will not provide letters of assurance for the Bridge years. There are limited circumstances that tax years in the Bridge phase will be opened for examination. For tax years 2024 and 2025, the Company has been accepted in the IRS’s Bridge Plus program. The Company may elect to continue participating in CAP for future tax years; the Company may withdraw from the program at any time. With a few exceptions, the Company is no longer subject to state and local income tax examination by tax authorities for the years before 2021. Foreign jurisdictions have varying lengths of statutes of limitations for income tax examinations. Some statutes are as short asthree years and in certain markets may be as long asten 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 $4.0 to $5.0 million.
In 2021, as part of the Organization for Economic Co-operation and Development’s (“OECD”) Inclusive Framework, 140 member countries agreed to the implementation of the Pillar Two Global Minimum Tax (“Pillar Two”) of 15%. The OECD continues to release additional guidance, including administrative guidance on how Pillar Two rules should be interpreted and applied by jurisdictions as they adopt Pillar Two. A number of countries have utilized the administrative guidance as a starting point for legislation that went into effect January 1, 2024. Based on current enacted legislation, the Company anticipates the impact of Pillar Two to be immaterial for 2025.
| 10. | 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.
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 variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. During 2025, 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 $2.7 million will be reclassified as a reduction to interest expense.
As of March 31, 2025 and December 31, 2024, the Company hadfour 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 | March 31, 2025 | December 31, 2024 |
| Interest Rate Swap - Asset | Prepaid expenses and other | $2,749 | $4,708 |
Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Loss
The tables below present the effect of cash flow hedge accounting on Accumulated Other Comprehensive Loss.
| Amount of Gain Recognized in Other Comprehensive Loss on Derivatives | ||
|---|---|---|
| Three Months Ended | ||
| Derivatives in Cash flow | March 31, | |
| Hedging Relationships: | 2025 | 2024 |
| Interest Rate Swaps | $151 | $2,009 |
| Amount of Gain Reclassified from Accumulated Other Comprehensive Loss into Income | |||
|---|---|---|---|
| Three Months Ended | |||
| Derivatives in Cash flow · Income Statement · March 31, | |||
| Hedging Relationships: | Location | 2025 | 2024 |
| Interest Rate Swaps | Interest expense | $2,110 | $2,643 |
| 11. | Segment Information |
The Company reports revenue from nine segments, consisting of itsseven geographic Nu Skin segments—Americas, Southeast Asia/Pacific, Mainland China, Japan, Europe & Africa, South Korea, and Hong Kong/Taiwan—and two Rhyz segments—Manufacturing and Rhyz Other. The Nu Skin Other category includes miscellaneous corporate revenue and related adjustments. The Rhyz Other segment includes two operating segments that are aggregated into one reporting segment and includes other investments by our Rhyz business arm. The Chief Executive Officer is the chief operating decision maker (“CODM”). These segments reflect the way the CODM 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.
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 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.
| Nu Skin · Rhyz | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Americas | Southeast Asia/ Pacific | Mainland China | Japan | Europe & Africa | South Korea | Hong Kong/ Taiwan | Manufacturing (1) | Rhyz Other | Total Segments | |
| Revenue | $69,058 | $52,172 | $47,775 | $42,765 | $33,021 | $32,515 | $28,447 | $55,290 | $2,918 | $363,961 |
| Cost of sales | 17,766 | 12,999 | 8,988 | 8,755 | 8,374 | 6,441 | 5,052 | 44,975 | 1,289 | 114,639 |
| Other segment items (2) | 35,545 | 27,023 | 28,235 | 22,156 | 19,985 | 15,321 | 13,705 | 8,536 | 4,009 | 174,515 |
| Segment contribution | $15,747 | $12,150 | $10,552 | $11,854 | $4,662 | $10,753 | $9,690 | $1,779 | $(2,380) | $74,807 |
| Nu Skin · Rhyz | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Americas | Southeast Asia/ Pacific | Mainland China | Japan | Europe & Africa | South Korea | Hong Kong/ Taiwan | Manufacturing (1) | Rhyz Other | Total Segments | |
| Revenue | $75,031 | $60,065 | $61,067 | $44,236 | $42,273 | $40,963 | $30,466 | $50,302 | $12,231 | $416,634 |
| Cost of sales | 19,346 | 15,173 | 10,582 | 8,707 | 12,120 | 8,197 | 5,645 | 38,841 | 2,621 | 121,232 |
| Other segment items (2) | 40,709 | 33,808 | 38,232 | 23,523 | 26,877 | 20,583 | 17,454 | 9,494 | 15,552 | 226,232 |
| Segment contribution | $14,976 | $11,084 | $12,253 | $12,006 | $3,276 | $12,183 | $7,367 | $1,967 | $(5,942) | $69,170 |
| (1) | The Manufacturing segment had $8.9 million and $8.6 million of intersegment revenue for the three months ended March 31, 2025 and 2024, respectively. Intersegment revenue is eliminated in the consolidated financial statements and in the table above. |
| (2) | Other segment items primarily include selling expenses and general and administrative expenses. |
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Total Segment Revenue | $363,961 | $416,634 |
| Core Nu Skin Adjustments | 529 | 672 |
| Total Revenue | $364,490 | $417,306 |
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Total Segment Contribution | $74,807 | $69,170 |
| Corporate and Other | (84,710) | (60,348) |
| Operating income (loss) | (9,903) | 8,822 |
| Interest expense | 3,283 | 7,325 |
| Gain on sale of business | 176,162 | — |
| Other expense, net | (28,375) | (396) |
| Income before provision for income taxes | $134,601 | $1,101 |
Depreciation and Amortization
| Three Months Ended March 31, | ||
|---|---|---|
| (U.S. dollars in thousands) | 2025 | 2024 |
| Nu Skin | ||
| Americas | $50 | $105 |
| Southeast Asia/Pacific | 190 | 249 |
| Mainland China | 2,068 | 2,774 |
| Japan | 57 | 81 |
| Europe & Africa | 264 | 273 |
| South Korea | 174 | 245 |
| Hong Kong/Taiwan | 377 | 579 |
| Total Nu Skin | 3,180 | 4,306 |
| Rhyz | ||
| Manufacturing | 3,334 | 3,335 |
| Rhyz Other | 912 | 1,886 |
| Total Rhyz | 4,246 | 5,221 |
| Corporate and other | 6,780 | 8,910 |
| Total | $14,206 | $18,437 |
Capital Expenditures
| Three Months Ended March 31, | ||
|---|---|---|
| (U.S. dollars in thousands) | 2025 | 2024 |
| Nu Skin | ||
| Americas | $13 | $21 |
| Southeast Asia/Pacific | — | 9 |
| Mainland China | 478 | 2,689 |
| Japan | — | — |
| Europe & Africa | 6 | 165 |
| South Korea | — | 22 |
| Hong Kong/Taiwan | 68 | 198 |
| Total Nu Skin | 565 | 3,104 |
| Rhyz | ||
| Manufacturing | 5,674 | 1,349 |
| Rhyz Other | 16 | 635 |
| Total Rhyz | 5,690 | 1,984 |
| Corporate and other | 7,329 | 7,193 |
| Total | $13,584 | $12,281 |
| 12. | 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.
| 13. | Restructuring |
In the fourth quarter of 2023, the Company adopted a strategic plan (“2023 Plan”) to focus resources on the Company’s global priorities and optimize future growth and profitability. The global program includes workforce reductions and fixed asset impairments associated with our consolidation of technology assets. Total charges under the program included approximately $27.9 million in cash charges of severance, approximately $1.0 million in other cash charges and approximately $38.8 million in non-cash charges, including approximately $36.6 million in fixed asset impairments. The Company has incurred all expected charges under the 2023 Plan, and anticipates making the remaining payments in the first half of 2025.
| ● | During the fourth quarter of 2023, the Company incurred charges to be settled in cash of $10.0 million in severance charges. During the fourth quarter of 2023, the Company made cash payments of $0.3 million, leaving an ending restructuring accrual of $9.7 million. |
| ● | During the first quarter of 2024, the Company incurred charges to be settled in cash of $4.1 million in severance charges and $2.0 million in other associated cost, and non-cash charges of $1.0 million in write-down of assets. During the first quarter of 2024, the Company made cash payments of $7.0 million, leaving an ending restructuring accrual of $8.8 million. |
| ● | During the second quarter of 2024, the Company incurred charges to be settled in cash of $1.0 million in severance charges and $0.1 million in other cash charges. In the second quarter of 2024, the Company incurred non-cash charges of $7.2 million, consisting of $6.4 million in fixed asset impairments and $0.8 million in other asset write-downs. During the second quarter of 2024, the Company made cash payments of $2.8 million, leaving an ending restructuring accrual of $7.1 million. |
| ● | During the third quarter of 2024, the Company incurred no additional charges and made cash payments of $3.9 leaving an ending restructuring accrual of $3.2 million. |
| ● | During the fourth quarter of 2024, the Company incurred charges to be settled in cash of $12.8 million in severance charges and $(1.1) million in other cash charges. In the fourth quarter of 2024, the Company incurred non-cash charges of $30.2 million of fixed asset impairments and $0.4 million of other non-cash charges. During the fourth quarter of 2024, the Company made cash payments of $8.7 million, leaving an ending restructuring accrual of $6.2 million. |
| ● | During the first quarter of 2025, the Company incurred no further charges, made cash payments of $4.7 million leaving an ending restructuring accrual of $1.5 million. |
Restructuring expense by segment – 2023 Plan
| Three Months Ended | |||||
|---|---|---|---|---|---|
| (U.S. dollars in thousands) | December 31, 2024 | June 30, 2024 | March 31, 2024 | December 31, 2023 | Total |
| Nu Skin | |||||
| Americas | $159 | $267 | $3,145 | $598 | $4,169 |
| Southeast Asia/Pacific | 1,589 | 190 | 307 | 862 | 2,948 |
| Mainland China | 3,449 | (162) | 1,017 | 2,910 | 7,214 |
| Japan | 1 | — | 24 | — | 25 |
| Europe & Africa | 1,152 | 414 | 677 | 554 | 2,797 |
| South Korea | 1,646 | (134) | 134 | — | 1,646 |
| Hong Kong/Taiwan | 294 | (147) | 357 | 432 | 936 |
| Total Nu Skin | 8,290 | 428 | 5,661 | 5,356 | 19,735 |
| Rhyz | |||||
| Manufacturing | — | — | — | — | — |
| Rhyz Other | 1,040 | 40 | — | — | 1,080 |
| Total Rhyz | 1,040 | 40 | — | — | 1,080 |
| Corporate and other | 32,887 | 7,896 | 1,473 | 4,647 | 46,903 |
| Total | $42,217 | $8,364 | $7,134 | $10,003 | $67,718 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.