ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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(Address of principal executive offices, including zip code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company
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Emerging growth company
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Page
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1
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ITEM 1.
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1
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1
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3
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8
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8
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15
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15
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16
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17
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ITEM 1A.
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18
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ITEM 1B.
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43
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ITEM 1C. | 43 | ||
ITEM 2.
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43
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ITEM 3.
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44
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ITEM 4.
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44
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44
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ITEM 5.
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44
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ITEM 6.
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45
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ITEM 7.
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46
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ITEM 7A.
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59
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ITEM 8.
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61
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ITEM 9.
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98
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ITEM 9A.
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98
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ITEM 9B.
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98
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ITEM 9C.
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98
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99
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ITEM 10.
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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99
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ITEM 11.
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EXECUTIVE COMPENSATION
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99
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ITEM 12.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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99
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ITEM 13.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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99
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ITEM 14.
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PRINCIPAL ACCOUNTANT FEES AND SERVICES
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99
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99
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ITEM 15.
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99
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ITEM 16.
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100
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101 |
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Year Ended December 31,
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Product Category
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2023
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2022
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2021
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Beauty(1)
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$
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858.6
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43.6
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%
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$
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1,069.7
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48.1
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%
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$
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1,442.7
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53.5
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%
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Wellness(1)
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886.1
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45.0
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%
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992.3
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44.6
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%
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1,062.5
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39.4
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%
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Other(2)
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224.4
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11.4
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%
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163.7
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7.3
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%
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190.5
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7.1
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%
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$
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1,969.1
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100.0
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%
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$
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2,225.7
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100.0
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%
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$
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2,695.7
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100.0
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%
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(1) |
Includes sales of beauty and wellness products in our core Nu Skin business. The beauty category includes $342 million, $440 million and $658 million in sales of devices and related consumables for the years
ended December 31, 2023, 2022 and 2021, respectively. For purposes of this table, sales of ageLOC WellSpa iO are included in the beauty category, together with our other devices, though this product
spans both the beauty and wellness categories.
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(2) |
Other includes the external revenue from our Rhyz companies along with a limited number of other products and services, including household products and technology services.
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Global consumer research to identify needs and insights and refine product concepts;
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Internal research, product development and quality testing;
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Joint research projects, collaborations and clinical studies;
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Identification and assessment of technologies for potential licensing arrangements; and
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Acquisition of technologies.
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our sales force has rapid reach to potential customers through their social networks and the social networks of those to whom they are connected;
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our sales force can personally educate and share company content with consumers about our products, which we believe is more effective for differentiating our products than using traditional mass-media
advertising;
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our distribution channel allows for personalized product demonstrations and trial by potential consumers;
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our distribution channel allows our sales force to provide personal testimonials of product efficacy;
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as compared to other distribution methods, our sales force has the opportunity to provide consumers higher levels of personalized service based on consumers’ needs, including through providing
personalized purchasing offers, discounts and regimens;
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as compared to other distribution methods, our sales force knows their customers and can foster loyalty through data-driven customer-relationship management and our subscription program;
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prospecting for customers via social networks (both offline and online) allows affiliates and the company to attract a potentially wider audience of customers who would not typically seek out similar products
in a standard retail or e-commerce marketplace; and
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flexible and targeted compensation structures allow affiliates and the company to quickly enhance focus on specific products based on geographic, demographic, and seasonal needs and opportunities, as well as
specific segments of customers, affiliate marketers and business builders.
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“Paid Affiliates” are any Brand Affiliates, as well as members of our sales force in Mainland China, who earned sales compensation during the previous three months. As we continue to focus on customer
acquisition, our Paid Affiliates, who primarily share products, are a bridge to attracting new customers and nurturing relationships and community. Paid Affiliates power our social commerce model and are an important indicator of consumer
purchasing activity in our business.
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“Sales Leaders” are the three-month average of our monthly Brand Affiliates, as well as sales employees and independent marketers in Mainland China, who achieved certain qualification requirements as of the
end of each month of the quarter.
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Three Months Ended
December 31,
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2023
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2022
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2021
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Customers
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Americas
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231,183
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299,287
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336,564
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Mainland China
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207,276
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202,933
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315,418
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Southeast Asia/Pacific
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106,471
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141,183
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169,601
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South Korea
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103,151
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123,749
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146,354
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Japan
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113,670
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119,152
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122,813
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Europe & Africa
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163,178
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197,917
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210,414
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Hong Kong/Taiwan
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52,110
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62,903
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66,395
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Total Customers
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977,039
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1,147,124
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1,367,559
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Americas
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31,910
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42,633
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49,328
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Mainland China
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25,889
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23,436
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30,546
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Southeast Asia/Pacific
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34,404
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38,653
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44,050
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South Korea(1)
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22,166
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45,058
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52,036
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Japan(1)
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22,417
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38,021
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38,428
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Europe & Africa(1)
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18,888
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31,869
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36,482
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Hong Kong/Taiwan(1)
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11,212
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17,286
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20,155
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Total Paid Affiliates
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166,886
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236,956
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271,025
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Americas
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7,126
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9,594
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10,879
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Mainland China(2)
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11,296
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12,359
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18,207
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Southeast Asia/Pacific
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6,418
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6,999
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8,800
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South Korea
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5,249
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6,094
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8,224
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Japan
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7,086
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5,936
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5,864
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Europe & Africa
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3,968
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4,740
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5,743
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Hong Kong/Taiwan
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2,916
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3,015
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3,666
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Total Sales Leaders
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44,059
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48,737
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61,383
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(1)
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The December 31, 2023 number is affected by a change in eligibility requirements for receiving certain awards within our compensation structure, to more narrowly focus on those affiliates who are actively
building a consumer base. See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—“South Korea,” “Japan,” “Europe & Africa,” and “Hong Kong/Taiwan,” for more information.
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(2)
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The December 31, 2023 and 2022 numbers reflect a modified Sales Leader definition. During 2022, we made some modifications to the compensation plan, which provides leaders more flexible requirements to
maintain their business.
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“Brand Affiliate-Direct Consumers”—Individuals who purchase products directly from a Brand Affiliate at a price established by the Brand Affiliate.
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“Company-Direct Consumers”—Individuals who purchase products directly from the company. These consumers are typically referred by a Brand Affiliate and may purchase at retail price or at a discount.
These individuals do not have the right to build a Nu Skin business by reselling products or by recruiting others.
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“Basic Brand Affiliates”—Brand Affiliates who purchase products for personal or family use or for resale to other consumers. These individuals are not eligible to receive compensation on a multi-level basis unless they elect to qualify as a Sales Leader under our global sales compensation plan. We consider these individuals to be part of our consumer group, as we believe a significant majority of these
Brand Affiliates are purchasing products for personal use and not actively building a sales network or consumer base.
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“Sales Leaders and Qualifiers”—Brand Affiliates who have qualified or are trying to qualify as a Sales Leader. These Brand Affiliates have elected to pursue the business opportunity as a Sales Leader and are
actively attracting consumers and building a sales network under our global sales compensation plan. These Sales Leaders and Qualifiers constitute our sales network.
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through retail markups on resales of products purchased from the company; and
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through sales compensation earned on the sale of products under our global sales compensation plan.
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Year Ended December 31,
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(U.S. dollars in millions)
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2023
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2022
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2021
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Nu Skin
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Americas
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$
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398.2
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20
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%
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$
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508.5
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23
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%
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$
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547.8
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20
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%
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Mainland China
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298.1
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15
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360.4
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16
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568.8
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21
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Southeast Asia/Pacific
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267.2
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14
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344.4
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16
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336.7
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13
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South Korea
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236.1
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12
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268.7
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12
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354.3
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13
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Japan
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207.8
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10
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224.9
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10
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266.2
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10
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Europe & Africa
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192.4
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10
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204.3
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9
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283.2
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11
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Hong Kong/Taiwan
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153.6
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8
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157.2
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7
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162.6
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6
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Other
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(0.9
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)
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—
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4.0
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—
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3.5
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—
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Total Nu Skin
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1,752.5
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89
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2,072.4
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93
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2,523.1
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94
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Rhyz
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Manufacturing
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181.4
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9
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149.5
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7
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172.1
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6
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Rhyz other
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35.2
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2
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%
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3.8
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—
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0.5
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—
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Total Rhyz
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216.6
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11
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153.3
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7
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172.6
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6
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Total
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$
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1,969.1
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100
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%
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$
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2,225.7
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100
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%
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$
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2,695.7
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100
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%
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impose requirements related to order cancellations, product returns, inventory buy-backs and cooling-off periods for our sales force and consumers;
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require us, or our sales force, to register with government agencies;
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impose limits on the amount and type of sales compensation we can pay;
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impose reporting requirements; and
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require that our sales force is compensated for sales of products and not for recruiting others.
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Elevate Nutraceuticals LLC, dba Elevate Health Sciences—a manufacturer of private-label dietary supplements.
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Ingredient Innovations International Company, dba 3i Solutions—a manufacturer of dietary supplements.
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L&W Holdings, Inc., dba CasePak—a packaging company that consults with product developers to design and develop custom packaging.
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Wasatch Product Development, LLC—a developer and manufacturer of personal care products, dietary supplements and functional foods.
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Beauty Biosciences LLC—a beauty company that sells its products through digital and retail channels.
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LifeDNA, Inc.—a DNA assessment and recommendation technology company that we believe holds potential for our broader personalization strategy.
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MyFavoriteThings, Inc., dba Mavely—a social commerce platform that offers creators a suite of social selling tools to help them promote products from Mavely partner brands and retailers and earn a commission
for their converted sales.
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A force for good |
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Direct and decisive | |
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Accountable and empowered |
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Exceptional | |
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Bold innovators |
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Fast speed | |
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Customer obsessed |
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One global team |
Name
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Age
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Position
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Steven J. Lund
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70
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Executive Chairman of the Board
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Ryan S. Napierski
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50
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President and Chief Executive Officer
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James D. Thomas
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45
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Executive Vice President and Chief Financial Officer
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Chayce D. Clark
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41
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Executive Vice President and General Counsel
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Steven K. Hatchett
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52
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Executive Vice President and Chief Product Officer
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Challenges to the form of our network marketing system or to our business practices could harm our business.
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Laws and regulations may prohibit or severely restrict direct selling and cause our revenue and profitability to decline, and regulators could adopt new regulations that harm our business.
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Improper sales force actions could harm our business.
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Social media platforms’ decisions to prohibit, block or decrease the prominence of our sales force’s content could harm our business.
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If our business practices or policies or the actions of our sales force are deemed to be in violation of applicable local regulations regarding foreigners, then we could be sanctioned and/or required to
change our business model, which could significantly harm our business.
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Our sales compensation plans or other incentives could be viewed negatively by some of our sales force, could be restricted by government regulators, and could fail to achieve desired long-term results and
have a negative impact on revenue.
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Limits on the amount of sales compensation we pay could inhibit our ability to attract and retain our sales force, negatively impact our revenue and cause regulatory risks.
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We may be held responsible for certain taxes, assessments and other requirements relating to the activities of our sales force, which could harm our financial condition and operating results.
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Our operations in Mainland China are subject to significant government scrutiny, and we could be subject to fines or other penalties.
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If direct selling regulations in Mainland China are modified, interpreted or enforced in a manner that results in negative changes to our business model or the imposition of a range of potential penalties,
our business could be significantly negatively impacted.
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Our ability to expand our business in Mainland China could be negatively impacted if we are unable to obtain additional necessary national and local government approvals in Mainland China.
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If we are not able to register products for sale in Mainland China, our business could be harmed.
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Inability of products, platforms, business opportunities and other initiatives to gain or maintain sales force and market acceptance could harm our business, and trends among older and younger generations of
customers contribute to this risk.
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Difficult economic conditions could harm our business.
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Our markets are intensely competitive, and market conditions and the strengths of competitors may harm our business.
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Adverse publicity concerning our business, marketing plan, products or people could harm our business and reputation.
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Product diversion may have a negative impact on our business.
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Epidemics and other crises have negatively impacted our business and may do so in the future.
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Our ability to conduct business in international markets may be affected by political, legal, tax and regulatory risks.
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We are subject to financial risks as a result of our international operations, including exposure to foreign-currency fluctuations, currency controls and inflation in foreign markets, all of which could
impact our financial position and results of operations.
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Potential changes to tariff and import/export regulations, and trade disputes between the United States and other jurisdictions may have a negative effect on global economic conditions and our business,
financial results and financial condition.
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If we are unable to retain our existing sales force and recruit additional people to join our sales force, our revenue may not increase and may even decline.
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We depend on our key personnel and Sales Leaders, and the loss of the services provided by any of our executive officers, other key employees or key Sales Leaders could harm our business and results of
operations.
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Production difficulties, quality control problems, inaccurate forecasting, shortages in ingredients, and reliance on our suppliers could harm our business.
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The loss of or a disruption in our manufacturing, supply chain and distribution operations, or significant expenses or violations incurred by such operations, could adversely affect our business.
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Our business could be negatively impacted if we fail to execute our product launch process or ongoing product sales due to difficulty in forecasting or increased pressure on our supply chain, information
systems and management.
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If we are unable to effectively manage our growth in certain markets, our business and operations could be harmed.
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System failures, capacity constraints and other information technology difficulties could harm our business.
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Any acquired companies or future acquisitions may expose us to additional risks.
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Regulations governing our products, including the formulation, registration, pre-approval, marketing and sale of our products, could harm our business.
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Government regulations and private party actions relating to the marketing and advertising of our products and services may restrict, inhibit or delay our ability to sell our products and harm our business.
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Our operations could be harmed if we or our vendors fail to comply with Good Manufacturing Practices.
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If our current or any future device products are determined to be medical devices in a particular geographic market, or if our sales force uses these products for medical purposes or makes improper medical
claims, our ability to continue to market and distribute such devices could be harmed, and we could face legal or regulatory actions.
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We may incur product liability claims that could harm our business.
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We may become involved in legal proceedings and other matters that could adversely affect our operations or financial results.
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Non-compliance with anti-corruption laws could harm our business.
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A failure of our internal controls over financial reporting or our regulatory compliance efforts could harm our stock price and our financial and operating results or could result in fines or penalties.
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We are subject to changes in tax and customs laws, changes in our tax rates, the adoption of new U.S. or international tax legislation or exposure to additional tax liabilities, which could have a material
and adverse impact on our effective tax rate, operating results, cash flows and financial condition.
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Government authorities may question our tax or customs positions or change their laws in a manner that could increase our effective tax rate or otherwise harm our business.
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A decline in our business could adversely affect our financial position and liquidity, and our debt covenants could limit our ability to pursue transactions or other opportunities that could be beneficial to
our business.
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We may be subject to claims of infringement on the intellectual property rights or trade secrets of others, resulting in costly litigation.
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If we are unable to protect our intellectual property rights or our proprietary information and know-how, our ability to compete could be negatively impacted and the value of our products could be adversely
affected.
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Failure to maintain satisfactory compliance with certain privacy and data protections laws and regulations, and the integrity of company, employee, sales force, customer or guest data could
expose us to litigation, liability, substantial negative financial consequences and harm to our reputation.
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The unauthorized access, use, theft or destruction of our information systems or of data that is stored in our information systems or by third parties on our behalf could impact our reputation
and brand and expose us to potential liability and loss of revenues.
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Our business could be negatively impacted by corporate citizenship and sustainability matters.
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The market price of our Class A common stock is subject to significant fluctuations due to a number of factors that are beyond our control.
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In 2015, the FTC took aggressive actions against a multi-level marketing company, alleging an illegal business model and inappropriate earnings claims.
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In 2016, the FTC entered into a settlement with a multi-level marketing company, requiring the company to modify its business model, including basing sales compensation and qualification only on sales to retail and preferred customers
and on purchases by a distributor for personal consumption within allowable limits. Although this settlement does not represent judicial precedent or a new FTC rule, the FTC has indicated that the industry should look at this settlement,
and the principles underlying its specific measures, for guidance.
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In 2019, the FTC entered into a settlement with a multi-level marketing company, alleging an illegal business model and compensation structure and inappropriate earnings claims. The company agreed to a prohibition from engaging in
multi-level marketing.
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During 2020 to 2022, the FTC issued letters that warned several direct-selling companies to remove and address claims that they or members of their sales force were making about their products’ ability to treat, cure or prevent COVID-19
and/or about the earnings that people who suffered the loss of a job or income could make.
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In 2021, the FTC sent a notice to more than 1,100 companies, including us, that outlined several practices that the FTC determined to be unfair or deceptive in prior administrative cases. These practices relate to earnings claims, other
money-making opportunity claims, and endorsements and testimonials. Pursuant to the FTC’s “penalty offense authority,” companies that received the notice are expected to comply with the standards set in the prior administrative cases and
could incur significant civil penalties if they or their representatives fail to do so.
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In 2022, the FTC issued an Advanced Notice of Proposed Rulemaking (“ANPR”) indicating that it is considering proposing a rule regarding earnings claims. The ANPR also suggested, among other things, that the FTC would likely not consider
a disclaimer (such as “results not typical”) to be sufficient to correct a misleading impression from an atypical earnings claim.
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In 2023, the FTC won a suit against various entities and individuals involved in two multi-level marketing programs, alleging illegal business models and inappropriate earnings claims. The defendants were permanently barred from engaging
in multi-level marketing programs.
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impose requirements related to sign-up, order cancellations, product returns, inventory buy-backs and cooling-off periods for our sales force and consumers;
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● |
require us, or our sales force, to register with government agencies;
|
● |
impose limits on the amount and type of sales compensation we can pay;
|
● |
impose reporting requirements; and
|
● |
require that our sales force is compensated for selling products and not for recruiting others.
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● |
During 2020 to 2022, the FTC issued letters that warned several direct-selling companies to remove and address claims that they or members of their sales force were making about their products’ ability to treat, cure or prevent COVID-19
and/or about the earnings that people who suffered the loss of a job or income could make.
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● |
In 2021, the FTC sent a notice to more than 1,100 companies, including us, that outlined several practices that the FTC determined to be unfair or deceptive in prior administrative cases. These practices relate to earnings claims, other
money-making opportunity claims, and endorsements and testimonials. Pursuant to the FTC’s “penalty offense authority,” companies that received the notice are expected to comply with the standards
set in the prior administrative cases and could incur significant civil penalties if they or their representatives fail to do so.
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● |
The laws and interpretations regarding “independent contractor” status in certain jurisdictions, including the United States and the European Union, continue to evolve, and in some cases,
authorities have sought to apply these laws unfavorably against gig economy, platform and direct selling companies. For example, in January 2024, the U.S. Department of Labor adopted a regulation that alters the employee vs. independent
contractor analysis under the Fair Labor Standards Act in a way that could potentially cause more workers to be classified as employees. This regulation is currently scheduled to go into effect in March 2024.
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● |
In addition, some jurisdictions have, without challenging the “independent contractor” status, taken the position that direct sellers must nonetheless pay certain taxes with respect to payments to their sales force.
|
● |
suspicions about the legality and ethics of network marketing;
|
● |
media or regulatory scrutiny regarding our business and our business models, including in Mainland China;
|
● |
the safety or effectiveness of our or our competitors’ products or the ingredients in such products;
|
● |
inquiries, investigations, fines, legal actions, or mandatory or voluntary product recalls involving us, our competitors, our business models or our respective products;
|
● |
the actions of our current or former sales force and employees, including any allegations that our sales force or employees have overstated or made false product claims or earnings representations, or engaged
in unethical or illegal activity;
|
● |
misperceptions about the types and magnitude of economic benefits offered at different levels of sales engagement in our business; and
|
● |
public, governmental or media perceptions of the direct selling, beauty product, or wellness product industries generally.
|
● |
the possibility that a government might ban or severely restrict our sales compensation and business models;
|
● |
the possibility that local civil unrest, political instability, or changes in diplomatic or trade relationships might disrupt our supply chain or other operations in one or more markets—for example, the
ongoing conflict in Russia and Ukraine has caused distraction to our sales force;
|
● |
the lack of well-established or reliable legal systems in certain areas where we operate;
|
● |
the presence of high inflation in the economies of international markets in which we operate;
|
● |
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
|
● |
the possibility that governments may impose currency remittance restrictions limiting our ability to repatriate cash.
|
●
|
any adverse publicity or negative public perception regarding us, our products or ingredients, our distribution channel, or our industry or competitors;
|
● |
lack of interest in, dissatisfaction with, or the technical failure of, our products or digital tools;
|
● |
lack of compelling products or income opportunities, including through our sales compensation plans and incentive trips and other offerings;
|
● |
negative sales force reaction to changes in our sales compensation plans or to our failure to make changes that would be necessary to keep our compensation competitive with the market;
|
● |
interactions with our company, including our actions to enforce our policies and procedures and the quality of our customer service;
|
● |
any regulatory actions or charges against us or others in our industry, as well as regulatory changes that impact product formulations and sales viability;
|
● |
general economic, business, public health and geopolitical conditions, including employment levels, employment trends such as the gig and sharing economies and affiliate marketing, pandemics or other
conditions that curtail person-to-person interactions, and the ongoing conflicts in Russia/Ukraine and Israel/Hamas which have caused distraction to our sales force;
|
● |
changes in the policies of social media platforms used to prospect or recruit potential consumers and sales force participants;
|
● |
recruiting efforts of our competitors and changes in consumer-loyalty trends;
|
● |
potential saturation or maturity levels in a given market, which could negatively impact our ability to attract and retain our sales force in such market;
|
● |
growing gig economy competition which may draw away potential product sellers, affiliates, and influencers;
|
● |
our sales force’s increased use of social sharing channels, which may enable them to more easily engage their consumers and sales network in other opportunities;
|
● |
lack of sufficient tools to create customer interest in our products and to manage and build a personalized business; and
|
● |
our and our sales force’s ability to implement social commerce and other selling platforms that appeal to consumers.
|
● |
difficulties in integrating acquired operations or products;
|
● |
the difficulties of imposing financial and operating controls on the acquired companies and their management and the potential costs of doing so;
|
● |
the potential loss of key employees, customers, suppliers or distributors from acquired businesses;
|
● |
disruption to our direct selling channel;
|
● |
diversion of management’s and other employees’ attention from our core business;
|
● |
the failure to achieve the strategic objectives of these acquisitions;
|
● |
increased fixed costs;
|
● |
financing structures that dilute the interests of our stockholders and/or result in an increase in our indebtedness;
|
● |
the failure of the acquired businesses to achieve the results we have projected in either the near or long term;
|
● |
the assumption of unexpected liabilities, including litigation risks or compliance issues not discovered during pre-acquisition diligence;
|
● |
adverse effects on existing business relationships with our suppliers, sales force or consumers;
|
● |
the risk of being unable to protect intellectual property related to newly acquired technologies; and
|
● |
risks associated with entering markets or industries in which we have limited or no prior experience, including limited expertise in running the business, developing the technology, and selling and servicing
the products.
|
● |
delays, or altogether prohibitions, in introducing or selling a product or ingredient in one or more markets;
|
● |
delays and expenses associated with the registration and approval process for a product;
|
● |
limitations on our ability to import products into a market;
|
● |
delays and expenses associated with compliance, such as record keeping, documentation of the properties of certain products, labeling, and scientific substantiation;
|
● |
limitations on the claims we can make regarding our products; and
|
● |
product reformulations, or the recall or discontinuation of certain products that cannot be reformulated to comply with new regulations.
|
● |
Sales force—We share certain data with our sales force. We could face fines, investigations, lawsuits or other legal action if our sales force violates, or is perceived to violate, applicable laws and regulations, and our reputation and
brand could be negatively impacted.
|
● |
Payment card industry data security standards—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.
|
● |
Artificial intelligence (“AI”)—If we introduce AI technologies into new or existing offerings or back-office functions, it may result in new or expanded risks and liabilities due to enhanced governmental or regulatory scrutiny,
litigation, compliance issues, ethical concerns, and data privacy and security risks, all of which could adversely affect our business, reputation, and financial results. For example, the use of AI technologies could lead to unintended
consequences, such as accuracy issues, cybersecurity risks, unintended biases, and discriminatory outputs, which could impact our ability to protect our data, intellectual property, and client information, or could expose us to intellectual
property claims by third parties.
|
● |
fluctuations in our operating results;
|
● |
government investigations of our business;
|
● |
trends or adverse publicity related to our business, products, industry or competitors;
|
● |
the sale of shares of Class A common stock by significant stockholders;
|
● |
demand, and general trends in the market, for our products;
|
● |
acquisitions by us or our competitors;
|
● |
economic or currency exchange issues in markets in which we operate;
|
● |
changes in estimates of our operating performance or changes in recommendations by securities analysts;
|
● |
speculative trading, including short selling and options trading; and
|
● |
general economic, business, regulatory and political conditions.
|
ITEM 5. |
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
(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)
|
||||||||||||
October 1 – 31, 2023
|
—
|
$
|
—
|
—
|
$
|
162.4
|
||||||||||
November 1 – 30, 2023
|
—
|
—
|
—
|
$
|
162.4
|
|||||||||||
December 1 – 31, 2023
|
—
|
—
|
—
|
$
|
162.4
|
|||||||||||
Total
|
—
|
$
|
—
|
—
|
(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.
|
Measured Period
|
Nu Skin
|
S&P 500 Index
|
S&P MidCap 400
Consumer Staples Index
|
S&P SmallCap 600
Consumer Staples Index
|
||||
December 31, 2018
|
100.00
|
100.00
|
100.00
|
100.00
|
||||
December 31, 2019
|
68.99
|
131.49
|
110.85
|
116.91
|
||||
December 31, 2020
|
95.75
|
155.68
|
135.49
|
129.93
|
||||
December 31, 2021
|
91.60
|
200.37
|
149.15
|
167.35
|
||||
December 31, 2022
|
78.83
|
164.08
|
148.00
|
156.52
|
||||
December 31, 2023
|
38.56
|
207.21
|
171.24
|
179.98
|
●
|
developing and marketing innovative, technologically and scientifically advanced products;
|
● |
providing compelling initiatives and strong support; and
|
● |
offering an attractive sales compensation structure.
|
● |
cost of products purchased from third-party vendors;
|
● |
cost of self-manufactured products;
|
● |
cost of adjustments to inventory carrying value;
|
● |
freight cost of shipping products to our sales force and import duties for the products; and
|
● |
royalties and related expenses for licensed technologies.
|
● |
wages and benefits;
|
● |
rents and utilities;
|
● |
depreciation and amortization;
|
● |
promotion and advertising;
|
● |
professional fees;
|
● |
travel;
|
● |
research and development; and
|
● |
other operating expenses.
|
Year Ended December 31,
|
||||||||||||
2023
|
2022
|
2021
|
||||||||||
Revenue
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
||||||
Cost of sales
|
31.1
|
28.3
|
25.0
|
|||||||||
Gross profit
|
68.9
|
71.7
|
75.0
|
|||||||||
Operating expenses:
|
||||||||||||
Selling expenses
|
37.7
|
39.5
|
40.1
|
|||||||||
General and administrative expenses
|
27.8
|
25.0
|
24.3
|
|||||||||
Restructuring and impairment expenses
|
1.0
|
2.2
|
2.0
|
|||||||||
Total operating expenses
|
66.5
|
66.7
|
66.3
|
|||||||||
Operating income
|
2.4
|
5.0
|
8.7
|
|||||||||
Other income (expense), net
|
(1.1
|
)
|
(1.0
|
)
|
(0.1
|
)
|
||||||
Income before provision for income taxes
|
1.3
|
4.0
|
8.6
|
|||||||||
Provision (benefit) for income taxes
|
0.9
|
(0.7
|
)
|
3.1
|
||||||||
Net income
|
0.4
|
%
|
4.7
|
%
|
5.5
|
%
|
Constant
|
||||||||||||||||
Year Ended December 31,
|
Currency
|
|||||||||||||||
2023
|
2022
|
Change
|
Change(1)
|
|||||||||||||
Nu Skin
|
||||||||||||||||
Americas
|
$
|
398,222
|
$
|
508,537
|
(22
|
)%
|
(18
|
)%
|
||||||||
Mainland China
|
298,079
|
360,389
|
(17
|
)%
|
(13
|
)%
|
||||||||||
Southeast Asia/Pacific
|
267,206
|
344,411
|
(22
|
)%
|
(21
|
)%
|
||||||||||
South Korea
|
236,099
|
268,707
|
(12
|
)%
|
(11
|
)%
|
||||||||||
Japan
|
207,833
|
224,896
|
(8
|
)%
|
(1
|
)%
|
||||||||||
Europe & Africa
|
192,352
|
204,275
|
(6
|
)%
|
(8
|
)%
|
||||||||||
Hong Kong/ Taiwan
|
153,589
|
157,197
|
(2
|
)%
|
1
|
%
|
||||||||||
Other
|
(858
|
)
|
3,959
|
(122
|
)%
|
(122
|
)%
|
|||||||||
Total Nu Skin
|
1,752,522
|
2,072,371
|
(15
|
)%
|
(13
|
)%
|
||||||||||
Rhyz
|
||||||||||||||||
Manufacturing
|
181,395
|
149,458
|
21
|
%
|
21
|
%
|
||||||||||
Rhyz Other
|
35,214
|
3,830
|
819
|
%
|
819
|
%
|
||||||||||
Total Rhyz
|
216,609
|
153,288
|
41
|
%
|
41
|
%
|
||||||||||
Total
|
$
|
1,969,131
|
$
|
2,225,659
|
(12
|
)%
|
(9
|
)%
|
(1) |
Constant-currency revenue change is a non-GAAP financial measure. See “Non-GAAP Financial Measures,” below.
|
Year Ended December 31,
|
||||||||||||
2023
|
2022
|
Change
|
||||||||||
Nu Skin
|
||||||||||||
Americas
|
$
|
78,943
|
$
|
97,298
|
(19
|
)%
|
||||||
Mainland China
|
62,259
|
72,362
|
(14
|
)%
|
||||||||
Southeast Asia/Pacific
|
47,743
|
75,902
|
(37
|
)%
|
||||||||
South Korea
|
74,091
|
78,811
|
(6
|
)%
|
||||||||
Japan
|
54,076
|
51,620
|
5
|
%
|
||||||||
Europe & Africa
|
18,592
|
15,959
|
16
|
%
|
||||||||
Hong Kong/Taiwan
|
40,582
|
32,584
|
25
|
%
|
||||||||
Total Nu Skin
|
376,286
|
424,536
|
(11
|
)%
|
||||||||
Rhyz
|
||||||||||||
Manufacturing
|
12,321
|
3,570
|
245
|
%
|
||||||||
Rhyz Other
|
(20,564
|
)
|
(6,180
|
)
|
(233
|
)%
|
||||||
Total Rhyz
|
(8,243
|
)
|
(2,610
|
)
|
216
|
%
|
● |
“Customers” are persons who have purchased directly from the Company during the three months ended as of the date indicated. Our Customer numbers include members of our sales force who made such a purchase, including Paid Affiliates
and those who qualify as Sales Leaders, but they do not include consumers who purchase directly from members of our sales force.
|
● |
“Paid Affiliates” are any Brand Affiliates, as well as members of our sales force in Mainland China, who earned sales compensation during the three-month period. In all of our markets besides Mainland China, we refer to members of our
independent sales force as “Brand Affiliates” because their primary role is to promote our brand and products through their personal social networks.
|
● |
“Sales Leaders” are the three-month average of our monthly Brand Affiliates, as well as sales employees and independent marketers in Mainland China, who achieved certain qualification requirements as of the end of each month of the
quarter.
|
Three Months Ended
December 31,
|
||||||||||||
2023
|
2022
|
Change
|
||||||||||
Customers
|
||||||||||||
Americas
|
231,183
|
299,287
|
(23
|
)%
|
||||||||
Mainland China
|
207,276
|
202,933
|
2
|
%
|
||||||||
Southeast Asia/Pacific
|
106,471
|
141,183
|
(25
|
)%
|
||||||||
South Korea
|
103,151
|
123,749
|
(17
|
)%
|
||||||||
Japan
|
113,670
|
119,152
|
(5
|
)%
|
||||||||
Europe & Africa
|
163,178
|
197,917
|
(18
|
)%
|
||||||||
Hong Kong/Taiwan
|
52,110
|
62,903
|
(17
|
)%
|
||||||||
Total Customers
|
977,039
|
1,147,124
|
(15
|
)%
|
||||||||
Paid Affiliates
|
||||||||||||
Americas
|
31,910
|
42,633
|
(25
|
)%
|
||||||||
Mainland China
|
25,889
|
23,436
|
10
|
%
|
||||||||
Southeast Asia/Pacific
|
34,404
|
38,653
|
(11
|
)%
|
||||||||
South Korea(1)
|
22,166
|
45,058
|
(51
|
)%
|
||||||||
Japan(1)
|
22,417
|
38,021
|
(41
|
)%
|
||||||||
Europe & Africa(1)
|
18,888
|
31,869
|
(41
|
)%
|
||||||||
Hong Kong/Taiwan(1)
|
11,212
|
17,286
|
(35
|
)%
|
||||||||
Total Paid Affiliates
|
166,886
|
236,956
|
(30
|
)%
|
||||||||
Sales Leaders
|
||||||||||||
Americas
|
7,126
|
9,594
|
(26
|
)%
|
||||||||
Mainland China
|
11,296
|
12,359
|
(9
|
)%
|
||||||||
Southeast Asia/Pacific
|
6,418
|
6,999
|
(8
|
)%
|
||||||||
South Korea
|
5,249
|
6,094
|
(14
|
)%
|
||||||||
Japan
|
7,086
|
5,936
|
19
|
%
|
||||||||
Europe & Africa
|
3,968
|
4,740
|
(16
|
)%
|
||||||||
Hong Kong/Taiwan
|
2,916
|
3,015
|
(3
|
)%
|
||||||||
Total Sales Leaders
|
44,059
|
48,737
|
(10
|
)%
|
(1) |
The December 31, 2023 number is affected by a change in eligibility requirements for receiving certain rewards within our compensation structure, to more narrowly focus on those affiliates who are actively building a consumer base. See
“South Korea,” “Japan,” “Europe & Africa,” and “Hong Kong/Taiwan,” below. We plan to implement these changes in additional segments over the next several quarters.
|
● |
Cash requirements for operating activities. Our operating expenses typically total approximately 85%-90% of our revenue, with compensation to our sales force constituting 40%-43% of our core Nu Skin revenue.
These compensation expenses consist primarily of commission payments, which we generally pay to our sales force within approximately one to two months of the sale. Inventory purchases have historically constituted approximately 15%-20%
of our revenue. On average, we purchase our inventory approximately three to six months prior to sale. While our actual cash usage may vary based on the timing of payments, we currently expect these approximate percentages and payment
practices to continue in 2024. In addition, we expect our 2024 lease payments will be approximately $27.2 million.
|
● |
Cash requirements for investing activities. As discussed in more detail below, our capital expenditures are expected to be $40-60 million for 2024.
|
● |
Cash requirements for financing activities. In 2024 we are obligated to make a total of $25.0 million in quarterly principal payments plus
the associated interest on our term loan. We also anticipate paying quarterly cash dividends throughout 2024, approximating $3 million per quarter
depending on the number of shares outstanding as of record date. Additional details about our dividends and term loan are provided below.
|
● |
Rhyz plant expansion to increase capacity and capabilities;
|
● |
purchases and expenditures for computer systems and equipment, software, and application development; and
|
● |
the expansion and upgrade of facilities in our various markets.
|
2023
|
2022
|
|||||||||||||||||||||||||||||||
4th Quarter
|
3rd Quarter
|
2nd Quarter
|
1st Quarter
|
4th Quarter
|
3rd Quarter
|
2nd Quarter
|
1st Quarter
|
|||||||||||||||||||||||||
Argentina
|
429.5
|
295.7
|
232.9
|
190.2
|
162.6
|
136.8
|
118.6
|
107.0
|
||||||||||||||||||||||||
Australia
|
1.5
|
1.5
|
1.5
|
1.5
|
1.5
|
1.5
|
1.4
|
1.4
|
||||||||||||||||||||||||
Canada
|
1.4
|
1.3
|
1.3
|
1.4
|
1.4
|
1.3
|
1.3
|
1.3
|
||||||||||||||||||||||||
Chile
|
896.1
|
847.7
|
800.2
|
810.3
|
915.8
|
930.6
|
840.9
|
809.1
|
||||||||||||||||||||||||
Eurozone countries
|
0.9
|
0.9
|
0.9
|
0.9
|
1.0
|
1.0
|
0.9
|
0.9
|
||||||||||||||||||||||||
Hong Kong
|
7.8
|
7.8
|
7.8
|
7.8
|
7.8
|
7.8
|
7.8
|
7.8
|
||||||||||||||||||||||||
Indonesia
|
15,605
|
15,229
|
14,885
|
15,235
|
15,553
|
14,933
|
14,536
|
14,344
|
||||||||||||||||||||||||
Japan
|
147.6
|
144.8
|
137.4
|
132.4
|
140.8
|
138.1
|
129.5
|
116.2
|
||||||||||||||||||||||||
Mainland China
|
7.2
|
7.2
|
7.0
|
6.9
|
7.1
|
6.8
|
6.6
|
6.3
|
||||||||||||||||||||||||
Malaysia
|
4.7
|
4.6
|
4.5
|
4.4
|
4.6
|
4.5
|
4.3
|
4.2
|
||||||||||||||||||||||||
Mexico
|
17.5
|
17.1
|
17.6
|
18.7
|
19.7
|
20.2
|
20.0
|
20.5
|
||||||||||||||||||||||||
Philippines
|
56.0
|
56.0
|
55.6
|
54.8
|
57.2
|
56.3
|
52.7
|
51.6
|
||||||||||||||||||||||||
Singapore
|
1.4
|
1.3
|
1.3
|
1.3
|
1.4
|
1.4
|
1.4
|
1.4
|
||||||||||||||||||||||||
South Korea
|
1,321.1
|
1,316.6
|
1,314.5
|
1,283.0
|
1,358.2
|
1,342.2
|
1,262.1
|
1,206.2
|
||||||||||||||||||||||||
Taiwan
|
31.7
|
31.8
|
30.7
|
30.4
|
31.1
|
30.4
|
29.4
|
28.0
|
||||||||||||||||||||||||
Thailand
|
35.6
|
35.2
|
34.4
|
34.0
|
36.2
|
36.4
|
34.5
|
33.0
|
||||||||||||||||||||||||
Vietnam
|
24,374
|
23,926
|
23,478
|
23,587
|
24,303
|
23,463
|
23,081
|
22,770
|
1. |
Financial Statements. Set forth below is the index to the Financial Statements included in this Item 8:
|
Page
|
|
62
|
|
63
|
|
64
|
|
65
|
|
66
|
|
67
|
|
96 |
2.
|
Financial Statement Schedules: Financial statement schedules have been omitted because they are not required or are not applicable, or because the required information is shown in the financial
statements or notes thereto.
|
December 31,
|
||||||||
2023
|
2022
|
|||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$
|
|
$
|
|
||||
Current investments
|
|
|
||||||
Accounts receivable, net
|
|
|
||||||
Inventories, net
|
|
|
||||||
Prepaid expenses and other
|
|
|
||||||
Total current assets
|
|
|
||||||
Property and equipment, net
|
|
|
||||||
Operating lease right-of-use assets
|
|
|
||||||
Goodwill
|
|
|
||||||
Other intangible assets, net
|
|
|
||||||
Other assets
|
|
|
||||||
Total assets
|
$
|
|
$
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
Current liabilities
|
||||||||
Accounts payable
|
$
|
|
$
|
|
||||
Accrued expenses
|
|
|
||||||
Current portion of long-term debt
|
|
|
||||||
Total current liabilities
|
|
|
||||||
Operating lease liabilities
|
|
|
||||||
Long-term debt
|
|
|
||||||
Other liabilities
|
|
|
||||||
Total liabilities
|
|
|
||||||
Commitments and contingencies (Notes 7 and 16)
|
|
|
||||||
Stockholders’ equity
|
||||||||
Class A common stock –
|
|
|
||||||
Additional paid-in capital
|
|
|
||||||
Treasury stock, at cost –
|
(
|
)
|
(
|
)
|
||||
Accumulated other comprehensive loss
|
(
|
)
|
(
|
)
|
||||
Retained earnings
|
|
|
||||||
Total stockholders’ equity
|
|
|
||||||
Total liabilities and stockholders’ equity
|
$
|
|
$
|
|
Year Ended December 31,
|
||||||||||||
2023
|
2022
|
2021
|
||||||||||
Revenue
|
$
|
|
$
|
|
$
|
|
||||||
Cost of sales
|
|
|
|
|||||||||
Gross profit
|
|
|
|
|||||||||
Operating expenses:
|
||||||||||||
Selling expenses
|
|
|
|
|||||||||
General and administrative expenses
|
|
|
|
|||||||||
Restructuring and impairment expenses
|
|
|
|
|||||||||
Total operating expenses
|
|
|
|
|||||||||
Operating income
|
|
|
|
|||||||||
Other income (expense), net (Note 17)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Income before provision for income taxes
|
|
|
|
|||||||||
Provision (benefit) for income taxes
|
|
(
|
)
|
|
||||||||
Net income
|
$
|
|
$
|
|
$
|
|
||||||
Net income per share:
|
||||||||||||
Basic
|
$
|
|
$
|
|
$
|
|
||||||
Diluted
|
$
|
|
$
|
|
$
|
|
||||||
Weighted-average common shares outstanding (000s):
|
||||||||||||
Basic
|
|
|
|
|||||||||
Diluted
|
|
|
|
Year Ended December 31,
|
||||||||||||
2023
|
2022
|
2021
|
||||||||||
Net income
|
$
|
|
$
|
|
$
|
|
||||||
Other comprehensive income (loss):
|
||||||||||||
Foreign currency translation adjustment, net of taxes of $(
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Net unrealized gains/(losses) on cash flow hedges, net of taxes of $(
|
|
|
|
|||||||||
Less: Reclassification adjustment for realized losses/(gains) in current earnings on cash flow hedges, net of taxes of $
|
(
|
)
|
(
|
)
|
|
|||||||
(
|
)
|
(
|
)
|
(
|
)
|
|||||||
Comprehensive income
|
$
|
(
|
)
|
$
|
|
$
|
|
Class A
Common
Stock
|
Additional
Paid-in
Capital
|
Treasury
Stock, at
cost
|
Accumulated
Other
Comprehensive
Loss
|
Retained
Earnings
|
Total
|
|||||||||||||||||||
Balance at January 1, 2021
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
$
|
|
||||||||||
Net income
|
|
|
|
|
|
|
||||||||||||||||||
Other comprehensive loss, net of tax
|
|
|
|
(
|
)
|
|
(
|
)
|
||||||||||||||||
Repurchase of Class A common stock (Note 8)
|
|
|
(
|
)
|
|
|
(
|
)
|
||||||||||||||||
Exercise of employee stock options (
|
|
(
|
)
|
|
|
|
|
|||||||||||||||||
Stock-based compensation
|
|
|
|
|
|
|
||||||||||||||||||
Cash dividends
|
|
|
|
|
(
|
)
|
(
|
)
|
||||||||||||||||
Balance at December 31, 2021
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
$
|
|
||||||||||
Net income
|
|
|
|
|
|
|
||||||||||||||||||
Other comprehensive loss, net of tax
|
|
|
|
(
|
)
|
|
(
|
)
|
||||||||||||||||
Repurchase of Class A common stock (Note 8)
|
|
|
(
|
)
|
|
|
(
|
)
|
||||||||||||||||
Exercise of employee stock options (
|
|
(
|
)
|
|
|
|
|
|||||||||||||||||
Stock-based compensation
|
|
|
|
|
|
|
||||||||||||||||||
Cash dividends
|
|
|
|
|
(
|
)
|
(
|
)
|
||||||||||||||||
Balance at December 31, 2022
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
$
|
|
||||||||||
Net income
|
|
|
|
|
|
|
||||||||||||||||||
Other comprehensive loss, net of tax
|
|
|
|
(
|
)
|
|
(
|
)
|
||||||||||||||||
Repurchase of Class A common stock (Note 8)
|
|
|
(
|
)
|
|
|
(
|
)
|
||||||||||||||||
Exercise of employee stock options (
|
|
(
|
)
|
|
|
|
|
|||||||||||||||||
Stock-based compensation
|
|
|
|
|
|
|
||||||||||||||||||
Cash dividends
|
|
|
|
|
(
|
)
|
(
|
)
|
||||||||||||||||
Balance at December 31, 2023
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
$
|
|
Year Ended December 31,
|
||||||||||||
2023
|
2022
|
2021
|
||||||||||
Cash flows from operating activities:
|
||||||||||||
Net income
|
$
|
|
$
|
|
$
|
|
||||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||||||
Depreciation and amortization
|
|
|
|
|||||||||
Non-cash lease expense
|
|
|
|
|||||||||
Stock-based compensation
|
|
|
|
|||||||||
Inventory write-down(1)
|
||||||||||||
Foreign currency (gains)/losses
|
|
|
|
|||||||||
Loss on disposal of assets
|
|
|
|
|||||||||
Impairment of fixed assets and other intangibles
|
|
|
|
|||||||||
Unrealized (gain)/losses on equity investments
|
( |
) | ||||||||||
Deferred taxes
|
(
|
)
|
(
|
)
|
|
|||||||
Changes in operating assets and liabilities:
|
||||||||||||
Accounts receivable, net
|
(
|
)
|
(
|
)
|
|
|||||||
Inventories, net
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Prepaid expenses and other
|
|
|
|
|||||||||
Other assets
|
|
|
(
|
)
|
||||||||
Accounts payable
|
(
|
)
|
|
(
|
)
|
|||||||
Accrued expenses
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Other liabilities
|
(
|
)
|
(
|
)
|
|
|||||||
Net cash provided by operating activities
|
|
|
|
|||||||||
Cash flows from investing activities:
|
||||||||||||
Purchases of property and equipment
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Proceeds on investment sales
|
|
|
|
|||||||||
Purchases of investments
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Acquisitions (net of cash acquired)
|
(
|
)
|
|
(
|
)
|
|||||||
Net cash used in investing activities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Cash flows from financing activities:
|
||||||||||||
Exercise of employee stock options and taxes paid related to the net shares settlement of stock awards
|
||||||||||||
Payment of cash dividends
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Repurchase of shares of common stock
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Finance lease principal payments
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Payment of debt issuance cost
|
( |
) | ||||||||||
Payments on debt
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Proceeds from debt
|
|
|
|
|||||||||
Net cash provided by (used in) financing activities
|
|
(
|
)
|
(
|
)
|
|||||||
Effect of exchange rate changes on cash
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Net increase (decrease) in cash and cash equivalents
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Cash and cash equivalents, beginning of period
|
|
|
|
|||||||||
Cash and cash equivalents, end of period
|
$
|
|
$
|
|
$
|
|
(1) |
|
1. |
The Company
|
2. |
Summary of Significant Accounting Policies
|
December 31,
|
||||||||
2023
|
2022
|
|||||||
Raw materials
|
$
|
|
$
|
|
||||
Finished goods
|
|
|
||||||
Total inventory, net
|
$
|
|
$
|
|
2023
|
2022
|
2021
|
||||||||||
Beginning balance
|
$
|
|
$
|
|
$
|
|
||||||
Additions (1)
|
|
|
|
|||||||||
Disposals
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Ending balance
|
$
|
|
$
|
|
$
|
|
(1)
|
|
December 31,
|
||||||||
2023
|
2022
|
|||||||
Deferred charges
|
$
|
|
$
|
|
||||
Prepaid income tax
|
|
|
||||||
Prepaid inventory and import costs
|
|
|
||||||
Prepaid rent, insurance and other occupancy costs
|
|
|
||||||
Prepaid promotion and event cost
|
|
|
||||||
Prepaid other taxes
|
|
|
||||||
Derivative financial instruments
|
||||||||
Prepaid software license
|
|
|
||||||
Deposits
|
|
|
||||||
Other
|
|
|
||||||
Total prepaid expense and other
|
$
|
|
$
|
|
Buildings
|
|
Furniture and fixtures
|
|
Computers and equipment
|
|
Leasehold improvements
|
|
Scanners
|
|
Vehicles
|
|
December 31,
|
||||||||
2023
|
2022
|
|||||||
Deferred taxes
|
$
|
|
$
|
|
||||
Deposits for noncancelable operating leases
|
|
|
||||||
Cash surrender value for life insurance policies
|
|
|
||||||
|
|
|
||||||
Derivative financial instruments
|
||||||||
Long-term investments | ||||||||
Other
|
|
|
||||||
Total other assets
|
$
|
|
$
|
|
December 31,
|
||||||||
2023
|
2022
|
|||||||
Accrued sales force commissions and other payments
|
$
|
|
$
|
|
||||
Accrued other taxes
|
|
|
||||||
Accrued payroll and other employee expenses
|
|
|
||||||
Accrued payable to vendors
|
|
|
||||||
|
|
|
||||||
Accrued royalties
|
|
|
||||||
Sales return reserve
|
|
|
||||||
Deferred revenue
|
|
|
||||||
Contingent consideration
|
||||||||
Other
|
|
|
||||||
Total accrued expenses
|
$
|
|
$
|
|
December 31,
|
||||||||
2023
|
2022
|
|||||||
Deferred tax liabilities
|
$
|
|
$
|
|
||||
Reserve for other tax liabilities
|
|
|
||||||
Liability for deferred compensation plan
|
|
|
||||||
Contingent consideration
|
|
|
||||||
|
|
|
||||||
Asset retirement obligation
|
|
|
||||||
Other
|
|
|
||||||
Total other liabilities
|
$
|
|
$
|
|
2023
|
2022
|
2021
|
||||||||||
Gross balance at January 1
|
$
|
|
$
|
|
$
|
|
||||||
Increases related to prior year tax positions
|
|
|
|
|||||||||
Increases related to current year tax positions
|
|
|
|
|||||||||
Settlements
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Decreases due to lapse of statutes of limitations
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Currency adjustments
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Gross balance at December 31
|
$
|
|
$
|
|
$
|
|
● |
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.
|
3. |
Property and Equipment
|
December 31,
|
||||||||
2023
|
2022
|
|||||||
Land
|
$
|
|
$
|
|
||||
Buildings
|
|
|
||||||
Construction in progress(1)
|
|
|
||||||
Furniture and fixtures
|
|
|
||||||
Computers and equipment
|
|
|
||||||
Leasehold improvements
|
|
|
||||||
Scanners
|
|
|
||||||
Vehicles
|
|
|
||||||
|
|
|||||||
Less: accumulated depreciation
|
(
|
)
|
(
|
)
|
||||
$
|
|
$
|
|
(1) |
|
4. |
Goodwill
|
December 31,
|
||||||||
2023
|
2022
|
|||||||
Nu Skin
|
||||||||
Americas
|
$
|
|
$
|
|
||||
Mainland China
|
|
|
||||||
Southeast Asia/Pacific
|
|
|
||||||
South Korea
|
|
|
||||||
Japan
|
|
|
||||||
Europe & Africa
|
|
|
||||||
Hong Kong/Taiwan
|
|
|
||||||
Rhyz
|
||||||||
Manufacturing
|
|
|
||||||
Rhyz Other
|
|
|
||||||
Total
|
$
|
|
$
|
|
5. |
Other Intangible Assets
|
Carrying Amount at December 31,
|
||||||||
2023
|
2022
|
|||||||
Indefinite life intangible assets:
|
||||||||
Trademarks and trade names
|
$
|
|
$
|
|
December 31, 2023
|
December 31, 2022
|
Weighted-average | |||||||||||||||
Finite life intangible assets:
|
Gross Carrying
Amount
|
Accumulated
Amortization
|
Gross Carrying
Amount
|
Accumulated
Amortization
|
Amortization
Period
|
||||||||||||
Scanner technology
|
$
|
|
$
|
|
$
|
|
$
|
|
|
||||||||
Developed technology
|
|
|
|
|
|
||||||||||||
Sales force network
|
|
|
|
|
|
||||||||||||
Trademarks
|
|
|
|
|
|
||||||||||||
Customer relationships
|
|||||||||||||||||
Other
|
|
|
|
|
|
||||||||||||
$
|
|
$
|
|
$
|
|
$
|
|
|
Year Ending December 31,
|
||||
2024
|
$
|
|
||
2025
|
|
|||
2026
|
|
|||
2027
|
|
|||
2028
|
|
6. |
Long-Term Debt
|
Facility or Arrangement
|
Original
Principal
Amount
|
Balance as of
December 31,
2023 (1)(2)
|
Balance as of
December 31,
2022 (1)(2)
|
Interest
Rate
|
Repayment Terms
|
|||||
Credit Agreement term loan facility
|
$
|
$
|
$
|
|
|
|||||
Credit Agreement revolving credit facility
|
$
|
$
|
|
|
(1) |
|
(2) |
|
Year Ending December 31,
|
||||
2024
|
$
|
|
||
2025
|
|
|||
2026
|
|
|||
2027
|
|
|||
2028
|
|
|||
Thereafter
|
|
|||
Total (1)
|
$
|
|
(1) |
|
7. |
Leases
|
Year Ended December 31, | ||||||||||||
2023
|
2022 |
2021 |
||||||||||
Operating lease expense
|
||||||||||||
Operating lease cost
|
$ |
$
|
|
$
|
|
|||||||
Variable lease cost
|
|
|
||||||||||
Short-term lease cost
|
|
|
||||||||||
Sublease income
|
|
(
|
)
|
|||||||||
Finance lease expense
|
||||||||||||
Amortization of right-of-use assets
|
|
|
||||||||||
Interest on lease liabilities
|
|
|
||||||||||
Total lease expense
|
$ |
$
|
|
$
|
|
Year Ended December 31,
|
||||||||||||
2023 |
2022
|
2021
|
||||||||||
Operating cash outflow from operating leases
|
$ |
$
|
|
$
|
|
|||||||
Operating cash outflow from finance leases
|
$ |
$
|
|
$
|
|
|||||||
Financing cash outflow from finance leases
|
$ |
$
|
|
$
|
|
|||||||
Right-of-use assets obtained in exchange for operating lease obligations
|
$ |
$
|
|
$
|
|
|||||||
Right-of-use assets obtained in exchange for finance lease obligations
|
$ |
$
|
|
$
|
|
Year Ending December 31,
|
Operating
Leases
|
Finance
Leases
|
||||||
2024
|
$
|
|
$
|
|
||||
2025
|
|
|
||||||
2026
|
|
|
||||||
2027
|
|
|
||||||
2028
|
|
|
||||||
Thereafter
|
|
|
||||||
Total
|
|
|
||||||
Less: Finance charges
|
|
|
||||||
Total principal liability
|
$
|
|
$
|
|
8. |
Capital Stock
|
Year Ended December 31,
|
||||||||||||
2023
|
2022
|
2021
|
||||||||||
Basic weighted-average common shares outstanding
|
|
|
|
|||||||||
Effect of dilutive securities:
|
||||||||||||
Stock awards and options
|
||||||||||||
Diluted weighted-average common shares outstanding
|
|
|
|
9. |
Stock–Based Compensation
|
Stock Options:
|
December 31,
2021
|
|||
Weighted-average grant date fair value of grants
|
$
|
|
||
Risk-free interest rate(1)
|
|
%
|
||
Dividend yield(2)
|
|
%
|
||
Expected volatility(3)
|
|
%
|
||
Expected life in months(4)
|
|
(1) |
|
(2) |
|
(3) |
|
(4) |
|
Shares
(in thousands)
|
Weighted-
average
Exercise
Price
|
Weighted-
average
Remaining
Contractual
Term (in years)
|
Aggregate
Intrinsic
Value
(in thousands)
|
|||||||||||||
Options activity – service based
|
||||||||||||||||
Outstanding at December 31, 2022
|
|
$
|
|
|||||||||||||
Granted
|
|
|
||||||||||||||
Exercised
|
(
|
)
|
|
|||||||||||||
Forfeited/cancelled/expired
|
(
|
)
|
|
|||||||||||||
Outstanding at December 31, 2023
|
|
|
—
|
$
|
|
|||||||||||
Exercisable at December 31, 2023
|
|
|
—
|
|
||||||||||||
Options activity – performance based
|
||||||||||||||||
Outstanding at December 31, 2022
|
|
$
|
|
|||||||||||||
Granted
|
|
|
||||||||||||||
Exercised
|
(
|
)
|
|
|||||||||||||
Forfeited/cancelled/expired
|
(
|
)
|
|
|||||||||||||
Outstanding at December 31, 2023
|
|
|
|
$
|
|
|||||||||||
Exercisable at December 31, 2023
|
|
|
|
|
||||||||||||
Options activity – all options
|
||||||||||||||||
Outstanding at December 31, 2022
|
|
$
|
|
|||||||||||||
Granted
|
|
|
||||||||||||||
Exercised
|
(
|
)
|
|
|||||||||||||
Forfeited/cancelled/expired
|
(
|
)
|
|
|||||||||||||
Outstanding at December 31, 2023
|
|
|
|
$
|
|
|||||||||||
Exercisable at December 31, 2023
|
|
|
|
|
December 31,
|
||||||||||||
2023
|
2022
|
2021
|
||||||||||
Cash proceeds from stock options exercised
|
$
|
|
$
|
|
$
|
|
||||||
Tax benefit / (expense) realized for stock options exercised
|
|
|
|
|||||||||
Intrinsic value of stock options exercised
|
|
|
|
Number
of Shares
(in thousands)
|
Weighted-
average
Grant Date
Fair Value
|
|||||||
Nonvested at December 31, 2022
|
|
$
|
|
|||||
Granted
|
|
|
||||||
Vested
|
(
|
)
|
|
|||||
Forfeited
|
(
|
)
|
|
|||||
Nonvested at December 31, 2023
|
|
$
|
|
Number
of Shares
(in thousands)
|
Weighted-
average
Grant Date
Fair Value
|
|||||||
Nonvested at December 31, 2022
|
|
$
|
|
|||||
Granted
|
|
|
||||||
Vested
|
|
|
||||||
Forfeited
|
(
|
)
|
|
|||||
Nonvested at December 31, 2023
|
|
$
|
|
10. |
Fair Value and Equity Investments
|
Fair Value at December 31, 2023
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Financial assets (liabilities):
|
||||||||||||||||
Cash equivalents and current investments
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Derivative financial instruments asset
|
|
|
|
|
||||||||||||
Life insurance contracts
|
|
|
|
|
||||||||||||
Contingent consideration
|
|
|
(
|
)
|
(
|
)
|
||||||||||
Total
|
$
|
|
$
|
|
|
|
$
|
|
Fair Value at December 31, 2022
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Financial assets (liabilities):
|
||||||||||||||||
Cash equivalents and current investments
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Derivative financial instruments asset | ||||||||||||||||
Life insurance contracts
|
|
|
|
|
||||||||||||
Contingent consideration | ( |
) | ( |
) | ||||||||||||
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
|
2023
|
2022
|
||||||
Beginning balance at January 1
|
$
|
|
$
|
|
||||
Actual return on plan assets
|
|
(
|
)
|
|||||
Sales and settlements
|
(
|
)
|
(
|
)
|
||||
Ending balance at December 31
|
$
|
|
$
|
|
|
2023
|
2022
|
||||||
Beginning balance at January 1
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Changes in fair value of contingent consideration
|
|
|
||||||
Ending balance at December 31
|
$
|
(
|
)
|
$
|
(
|
)
|
11. |
Income Taxes
|
2023
|
2022
|
2021
|
||||||||||
U.S.
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||
Foreign
|
|
|
|
|||||||||
Total
|
$
|
|
$
|
|
$
|
|
2023
|
2022
|
2021
|
||||||||||
Current
|
||||||||||||
Federal
|
$
|
|
$
|
|
$
|
|
||||||
State
|
|
|
|
|||||||||
Foreign
|
|
|
|
|||||||||
|
|
|
||||||||||
Deferred
|
||||||||||||
Federal
|
(
|
)
|
(
|
)
|
|
|||||||
State
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Foreign
|
|
|
|
|||||||||
(
|
)
|
(
|
)
|
|
||||||||
Provision for income taxes
|
$
|
|
$
|
(
|
)
|
$
|
|
Year Ended December 31,
|
||||||||
2023
|
2022
|
|||||||
Deferred tax assets:
|
||||||||
Inventory differences
|
$
|
|
$
|
|
||||
Foreign tax credit and other foreign benefits
|
|
|
||||||
Stock-based compensation
|
|
|
||||||
Accrued expenses not deductible until paid
|
|
|
||||||
Net operating losses
|
|
|
||||||
Capitalized research and development
|
|
|
||||||
R&D credit carryforward
|
|
|
||||||
Other
|
|
|
||||||
Gross deferred tax assets
|
|
|
||||||
Deferred tax liabilities:
|
||||||||
Foreign currency exchange
|
||||||||
Foreign withholding taxes
|
|
|
||||||
Intangibles step-up
|
|
|
||||||
Overhead allocation to inventory
|
|
|
||||||
Amortization of intangibles
|
|
|
||||||
Other
|
|
|
||||||
Gross deferred tax liabilities
|
|
|
||||||
Valuation allowance
|
(
|
)
|
(
|
)
|
||||
Deferred taxes, net
|
$
|
|
$
|
|
Year Ended December 31,
|
||||||||||||
2023
|
2022
|
2021
|
||||||||||
Balance at the beginning of period
|
$
|
|
$
|
|
$
|
|
||||||
Additions charged to cost and expenses
|
|
(1)
|
|
(4)
|
|
(6)
|
||||||
Decreases
|
(
|
)(2)
|
(
|
)(5)
|
|
(7)
|
||||||
Adjustments
|
|
(3)
|
|
(3)
|
|
(3)
|
||||||
Balance at the end of the period
|
$
|
|
$
|
|
$
|
|
(1)
|
|
(2)
|
|
(3)
|
|
(4)
|
|
(5)
|
|
(6)
|
|
(7)
|
|
Year Ended December 31,
|
||||||||
2023
|
2022
|
|||||||
Net noncurrent deferred tax assets
|
$
|
|
$
|
|
||||
Net noncurrent deferred tax liabilities
|
|
|
||||||
Deferred taxes, net
|
$
|
|
$
|
|
Year Ended December 31,
|
||||||||||||
2023
|
2022
|
2021
|
||||||||||
Income taxes at statutory rate
|
|
%
|
|
%
|
|
%
|
||||||
Excess tax benefit from equity award
|
|
%
|
(
|
)%
|
(
|
)%
|
||||||
Deferred compensation |
( |
)% | % | ( |
)% | |||||||
Executive salary limitation |
% | % | % | |||||||||
State taxes | % | % | % | |||||||||
Foreign exchange | ( |
)% | % | ( |
)% | |||||||
Non-U.S. income taxed at different rates
|
|
%
|
|
%
|
|
%
|
||||||
Foreign withholding taxes
|
|
%
|
(
|
)%
|
|
%
|
||||||
Change in reserve for uncertain tax positions
|
|
%
|
|
%
|
(
|
)%
|
||||||
Valuation allowance recognized foreign tax credit & others
|
|
%
|
(
|
)%
|
|
%
|
||||||
Foreign-Derived Intangible Income (FDII)
|
(
|
)%
|
(
|
)%
|
(
|
)%
|
||||||
Other
|
|
%
|
(
|
)%
|
|
%
|
||||||
|
%
|
(
|
)%
|
|
%
|
12. |
Employee Benefit Plan
|
13. |
Deferred Compensation Plan
|
14. |
Derivative Financial Instruments
|
Fair Values of
Derivative Instruments
|
||||||||||
December 31, |
||||||||||
Derivatives in Cash Flow Hedging Relationships:
|
Balance Sheet Location
|
2023
|
2022
|
|||||||
Interest Rate Swap – Asset
|
Prepaid expenses and other
|
$ | $ | |||||||
Interest Rate Swap – Asset
|
Other assets
|
$
|
|
$
|
|
Amount of Gain
Recognized in OCI on Derivatives
|
||||||||||||
|
Year Ended December 31,
|
|||||||||||
Derivatives in Cash Flow Hedging Relationships:
|
2023
|
2022
|
2021
|
|||||||||
Interest Rate Swaps
|
$
|
|
$
|
|
$
|
|
Amount of Gain (Loss)
Reclassified from Accumulated
Other Comprehensive Loss into Income
|
||||||||||||||
Year Ended December 31,
|
||||||||||||||
Derivatives in Cash Flow Hedging Relationships:
|
Income Statement Location
|
2023
|
2022
|
2021
|
||||||||||
Interest Rate Swaps
|
Other income (expense), net
|
$
|
|
$
|
|
$
|
(
|
)
|
15. |
Segment Information
|
Year Ended December 31,
|
||||||||||||
(U.S. dollars in thousands)
|
2023
|
2022
|
2021
|
|||||||||
Nu Skin
|
||||||||||||
Americas
|
$
|
|
$
|
|
$
|
|
||||||
Mainland China
|
|
|
|
|||||||||
Southeast Asia/Pacific
|
|
|
|
|||||||||
South Korea
|
|
|
|
|||||||||
Japan
|
|
|
|
|||||||||
Europe & Africa
|
|
|
|
|||||||||
Hong Kong/Taiwan
|
|
|
|
|||||||||
Nu Skin Other
|
(
|
)
|
|
|
||||||||
Total Nu Skin
|
|
|
|
|||||||||
Rhyz
|
||||||||||||
Manufacturing (1)
|
|
|
|
|||||||||
Rhyz Other
|
|
|
|
|||||||||
Total Rhyz
|
|
|
|
|||||||||
Total
|
$
|
|
$
|
|
$
|
|
(1) |
|
Year Ended December 31,
|
||||||||||||
(U.S. dollars in thousands)
|
2023
|
2022
|
2021
|
|||||||||
Nu Skin
|
||||||||||||
Americas
|
$
|
|
$
|
|
$
|
|
||||||
Mainland China
|
|
|
|
|||||||||
Southeast Asia/Pacific
|
|
|
|
|||||||||
South Korea
|
|
|
|
|||||||||
Japan
|
|
|
|
|||||||||
Europe & Africa
|
|
|
|
|||||||||
Hong Kong/Taiwan
|
|
|
|
|||||||||
Nu Skin contribution
|
|
|
|
|||||||||
Rhyz
|
||||||||||||
Manufacturing
|
|
|
|
|||||||||
Rhyz Other
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Rhyz contribution
|
(
|
)
|
(
|
)
|
|
|||||||
Total segment contribution
|
|
|
|
|||||||||
Corporate and other
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Operating income
|
|
|
|
|||||||||
Other income (expense)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Income before provision for income taxes
|
$
|
|
$
|
|
$
|
|
Year Ended December 31,
|
||||||||||||
(U.S. dollars in thousands)
|
2023
|
2022
|
2021
|
|||||||||
Nu Skin
|
||||||||||||
Americas
|
$
|
|
$
|
|
$
|
|
||||||
Mainland China
|
|
|
|
|||||||||
Southeast Asia/Pacific
|
|
|
|
|||||||||
South Korea
|
|
|
|
|||||||||
Japan
|
|
|
|
|||||||||
Europe & Africa
|
|
|
|
|||||||||
Hong Kong/Taiwan
|
|
|
|
|||||||||
Total Nu Skin
|
|
|
|
|||||||||
Rhyz
|
||||||||||||
Manufacturing
|
|
|
|
|||||||||
Rhyz Other
|
|
|
|
|||||||||
Total Rhyz
|
|
|
|
|||||||||
Corporate and other
|
|
|
|
|||||||||
Total
|
$
|
|
$
|
|
$
|
|
Year Ended December 31,
|
||||||||||||
(U.S. dollars in thousands)
|
2023
|
2022
|
2021
|
|||||||||
Nu Skin
|
||||||||||||
Americas
|
$
|
|
$
|
|
$
|
|
||||||
Mainland China
|
|
|
|
|||||||||
Southeast Asia/Pacific
|
|
|
|
|||||||||
South Korea
|
|
|
|
|||||||||
Japan
|
|
|
|
|||||||||
Europe & Africa
|
|
|
|
|||||||||
Hong Kong/Taiwan
|
|
|
|
|||||||||
Total Nu Skin
|
|
|
|
|||||||||
Rhyz
|
||||||||||||
Manufacturing
|
|
|
|
|||||||||
Rhyz Other
|
|
|
|
|||||||||
Total Rhyz
|
|
|
|
|||||||||
Corporate and other
|
|
|
|
|||||||||
Total
|
$
|
|
$
|
|
$
|
|
Year Ended December 31,
|
||||||||||||
(U.S. dollars in thousands)
|
2023
|
2022
|
2021
|
|||||||||
United States
|
$
|
|
$
|
|
$
|
|
||||||
Mainland China
|
|
|
|
|||||||||
South Korea
|
|
|
|
|||||||||
Japan
|
|
|
|
|||||||||
All others
|
|
|
|
|||||||||
Total
|
$
|
|
$
|
|
$
|
|
Year Ended December 31,
|
||||||||||||
(U.S. dollars in thousands)
|
2023
|
2022
|
2021
|
|||||||||
Beauty
|
$
|
|
$
|
|
$
|
|
||||||
Wellness
|
|
|
|
|||||||||
Other
|
|
|
|
|||||||||
Total
|
$
|
|
$
|
|
$
|
|
Year Ended December 31,
|
||||||||||||
(U.S. dollars in thousands)
|
2023
|
2022
|
2021
|
|||||||||
United States
|
$
|
|
$
|
|
$
|
|
||||||
Mainland China
|
|
|
|
|||||||||
South Korea
|
|
|
|
|||||||||
Japan
|
|
|
|
|||||||||
All others
|
|
|
|
|||||||||
Total
|
$
|
|
$
|
|
$
|
|
16. |
Commitments and Contingencies
|
17. |
Other Income (Expense), Net
|
18. |
Supplemental Cash Flow Information
|
19. |
Acquisitions
|
20. |
Restructuring and Severance Charges
|
|
Year Ended
December 31,
|
|||||||
(U.S. dollars in thousands)
|
2023
|
2022
|
||||||
|
||||||||
Nu Skin
|
||||||||
Americas
|
$
|
|
$
|
|
||||
Mainland China
|
|
|
||||||
Southeast Asia/Pacific
|
|
|
||||||
South Korea
|
|
|
||||||
Japan
|
|
|
||||||
Europe & Africa
|
(
|
)
|
|
|||||
Hong Kong/Taiwan
|
(
|
)
|
|
|||||
Total Nu Skin
|
|
|
||||||
Rhyz
|
||||||||
Manufacturing
|
|
|
||||||
Rhyz other
|
|
|
||||||
Total Rhyz
|
|
|
||||||
Corporate and other
|
|
|
||||||
Total
|
$
|
|
$
|
|
(U.S. dollars in thousands)
|
Year Ended
December 31, 2023
|
|||
|
||||
Nu Skin
|
||||
Americas
|
$
|
|
||
Mainland China
|
|
|||
Southeast Asia/Pacific
|
|
|||
South Korea
|
|
|||
Japan
|
|
|||
Europe & Africa
|
|
|||
Hong Kong/Taiwan
|
|
|||
Total Nu Skin
|
|
|||
Rhyz
|
||||
Manufacturing
|
|
|||
Rhyz other
|
|
|||
Total Rhyz
|
|
|||
Corporate and other
|
|
|||
Total
|
$
|
|
● |
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
|
● |
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and
expenditures are being made only in accordance with authorization of management and directors; and
|
● |
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
1. |
Financial Statements. See Index to Consolidated Financial Statements under Item 8 of Part II.
|
2. |
Financial Statement Schedules. N/A
|
3. |
Exhibits. References to the “Company” shall mean Nu Skin Enterprises, Inc. Unless otherwise noted, the SEC file number for exhibits incorporated by
reference is 001-12421.
|
3.1
|
|
3.2
|
|
3.3
|
|
3.4
|
|
4.1
|
|
*4.2
|
|
10.1
|
|
#10.2
|
|
#10.3
|
|
#10.4
|
|
*#10.5
|
Form of Third Amended and Restated 2010 Plan Restricted Stock Unit Grant Agreement. |
*#10.6
|
|
#10.7
|
#10.8
|
|
#10.9
|
|
#10.10
|
|
#10.11
|
|
#10.12
|
|
*#10.13
|
|
#10.14
|
|
*21.1
|
|
*23.1
|
|
*31.1
|
|
*31.2
|
|
*32.1
|
|
*32.2
|
|
*97.1
|
|
*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).
|
*
|
Filed or furnished herewith.
|
#
|
Management contract or compensatory plan or arrangement.
|
NU SKIN ENTERPRISES, INC.
|
||
By:
|
/s/ Ryan. S. Napierski
|
|
Ryan S. Napierski
|
||
President and Chief Executive Officer
|
Signatures
|
Capacity in Which Signed
|
|
/s/ Steven J. Lund
|
Executive Chairman of the Board
|
|
Steven J. Lund
|
||
/s/ Ryan S. Napierski
|
President, Chief Executive Officer and Director
|
|
Ryan S. Napierski
|
(Principal Executive Officer)
|
|
/s/ James D. Thomas
|
Chief Financial Officer
|
|
James D. Thomas
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
/s/ Emma S. Battle
|
Director
|
|
Emma S. Battle
|
||
/s/ Daniel W. Campbell
|
Director
|
|
Daniel W. Campbell
|
||
/s/ Andrew D. Lipman
|
Director
|
|
Andrew D. Lipman
|
||
/s/ Laura Nathanson
|
Director
|
|
Laura Nathanson
|
||
/s/ Thomas R. Pisano
|
Director
|
|
Thomas R. Pisano
|
||
/s/ Zheqing Shen
|
Director
|
|
Zheqing Shen
|
||
/s/ Edwina D. Woodbury
|
Director
|
|
Edwina D. Woodbury
|