XML 66 R19.htm IDEA: XBRL DOCUMENT v2.4.0.6
Capital Stock
12 Months Ended
Dec. 31, 2012
Capital Stock [Abstract]  
Capital Stock

 
NU SKIN ENTERPRISES, INC.
Notes to Consolidated Financial Statements

 
11.                                        Capital Stock

The Company's authorized capital stock consists of 25 million shares of preferred stock, par value $.001 per share, 500 million shares of Class A common stock, par value $.001 per share, and 100 million shares of Class B common stock, par value $.001 per share.  The shares of Class A common stock and Class B common stock are identical in all respects, except for voting rights and certain conversion rights and transfer restrictions, as follows: (1) each share of Class A common stock entitles the holder to one vote on matters submitted to a vote of the Company's stockholders and each share of Class B common stock entitles the holder to ten votes on each such matter; (2) stock dividends of Class A common stock may be paid only to holders of Class A common stock and stock dividends of Class B common stock may be paid only to holders of Class B common stock; (3) if a holder of Class B common stock transfers such shares to a person other than a permitted transferee, as defined in the Company's Certificate of Incorporation, such shares will be converted automatically into shares of Class A common stock; and (4) Class A common stock has no conversion rights; however, each share of Class B common stock is convertible into one share of Class A common stock, in whole or in part, at any time at the option of the holder. All outstanding Class B shares have been converted to Class A shares.  As of December 31, 2011 and 2012, there were no preferred or Class B common shares outstanding.

Weighted-average common shares outstanding

The following is a reconciliation of the weighted-average common shares outstanding for purposes of computing basic and diluted net income per share (in thousands):

 
 
Year Ended December 31,
 
 
 
2010
 
 
2011
 
 
2012
 
 
 
 
 
 
 
 
Basic weighted-average common shares outstanding
 
 
62,370
 
 
 
62,066
 
 
 
60,600
 
Effect of dilutive securities:
     Stock awards and options                                                                                                    
 
 
 
2,177
 
 
 
 
2,480
 
 
 
 
2,425
 
Diluted weighted-average common shares outstanding
 
 
64,547
 
 
 
64,546
 
 
 
63,025
 

For the years ended December 31, 2010, 2011 and 2012, other stock options totaling 0.4 million, none and 0.1 million, respectively, were excluded from the calculation of diluted earnings per share because they were anti-dilutive.

Repurchases of common stock

The board of directors has approved a stock repurchase program authorizing the Company to repurchase the Company's outstanding shares of Class A common stock on the open market or in private transactions. The repurchases are used primarily to offset dilution from the Company's equity incentive plans and for strategic initiatives. During the years ended December 31, 2010, 2011 and 2012, the Company repurchased approximately 2.2 million, 1.9 million and 4.6 million shares of Class A common stock for an aggregate price of approximately $58.5 million, $67.1 million and $201.5 million, respectively. In May 2012, the Company's board of directors authorized an increase of $250.0 million in the amount available under the Company's ongoing stock repurchase program.  At December 31, 2012, $135.3 million was available for repurchases under the stock repurchase program.
 
- 82 -

 
NU SKIN ENTERPRISES, INC.
Notes to Consolidated Financial Statements