10-Q 1 brhc10040182_10q.htm 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2022

OR

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

Commission File Number: 001-12421

 
NU SKIN ENTERPRISES, INC.
 
 
(Exact name of registrant as specified in its charter)
 

Delaware
 
87-0565309
(State or other jurisdiction of incorporation or organization)
 
(IRS Employer Identification No.)

 
75 West Center Street
Provo, Utah 84601
 
 
(Address of principal executive offices, including zip code)
 

 
(801) 345-1000
 
 
(Registrant’s telephone number, including area code)
 

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

Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Class A Common Stock, $.001 par value
 
NUS
 
New York Stock Exchange

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

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

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

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

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

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

As of July 31, 2022, 50,380,606 shares of the registrant’s Class A common stock, $.001 par value per share, were outstanding.



NU SKIN ENTERPRISES, INC.

QUARTERLY REPORT ON FORM 10-Q – SECOND QUARTER 2022

TABLE OF CONTENTS

   
Page
Part I.
Financial Information
 
 
Item 1.
 
   
1
   
2
   
3
   
4
   
6
   
7
 
Item 2.
17
 
Item 3.
25
 
Item 4.
25
       
Part II.
Other Information
 
 
Item 1.
26
 
Item 1A.
26
 
Item 2.
27
 
Item 3.
27
 
Item 4.
27
 
Item 5.
27
 
Item 6.
28
       
  29

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

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

PART I.  FINANCIAL INFORMATION

ITEM 1.
FINANCIAL STATEMENTS

NU SKIN ENTERPRISES, INC.
Consolidated Balance Sheets (Unaudited)
(U.S. dollars in thousands)

 
June 30,
2022
   
December 31,
2021
 
ASSETS
           
Current assets:
           
Cash and cash equivalents
 
$
363,923
   
$
339,593
 
Current investments
   
17,877
     
15,221
 
Accounts receivable, net
   
43,694
     
41,299
 
Inventories, net
   
354,211
     
399,931
 
Prepaid expenses and other
   
103,188
     
76,906
 
Total current assets
   
882,893
     
872,950
 
                 
Property and equipment, net
   
443,036
     
453,674
 
Operating lease right-of-use assets
   
118,413
     
120,973
 
Goodwill
   
206,432
     
206,432
 
Other intangible assets, net
   
72,665
     
76,991
 
Other assets
   
177,462
     
175,460
 
Total assets
 
$
1,900,901
   
$
1,906,480
 
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current liabilities:
               
Accounts payable
 
$
55,013
   
$
49,993
 
Accrued expenses
   
289,130
     
372,201
 
Current portion of long-term debt
   
40,000
     
107,500
 
Total current liabilities
   
384,143
     
529,694
 
                 
Operating lease liabilities
   
90,156
     
88,759
 
Long-term debt
   
387,179
     
268,781
 
Other liabilities
   
98,388
     
106,474
 
Total liabilities
   
959,866
     
993,708
 
                 
Commitments and contingencies (Notes 5 and 11)
   
     
 
                 
Stockholders’ equity:
               
Class A common stock – 500 million shares authorized, $0.001 par value, 90.6 million shares issued
   
91
     
91
 
Additional paid-in capital
   
606,349
     
601,703
 
Treasury stock, at cost – 39.9 million and 40.7 million shares
   
(1,520,769
)
   
(1,526,860
)
Accumulated other comprehensive loss
   
(90,638
)
   
(73,896
)
Retained earnings
   
1,946,002
     
1,911,734
 
Total stockholders’ equity
   
941,035
     
912,772
 
Total liabilities and stockholders’ equity
 
$
1,900,901
   
$
1,906,480
 

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

NU SKIN ENTERPRISES, INC.
Consolidated Statements of Income (Unaudited)
(U.S. dollars in thousands, except per share amounts)

 
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2022
   
2021
   
2022
   
2021
 
Revenue
 
$
560,615
   
$
704,055
   
$
1,165,514
   
$
1,381,081
 
Cost of sales
   
148,100
     
171,975
     
309,599
     
342,541
 
Gross profit
   
412,515
     
532,080
     
855,915
     
1,038,540
 
                                 
Operating expenses:
                               
Selling expenses
   
219,426
     
280,589
     
462,125
     
556,554
 
General and administrative expenses
   
141,562
     
166,115
     
290,118
     
333,697
 
Total operating expenses
   
360,988
     
446,704
     
752,243
     
890,251
 
                                 
Operating income
   
51,527
     
85,376
     
103,672
     
148,289
 
Other income (expense), net
   
(8,640
)
   
(4,012
)
   
(10,093
)
   
(2,430
)
                                 
Income before provision for income taxes
   
42,887
     
81,364
     
93,579
     
145,859
 
Provision for income taxes
   
8,650
     
22,026
     
20,626
     
39,091
 
                                 
Net income
 
$
34,237
   
$
59,338
   
$
72,953
   
$
106,768
 
                                 
Net income per share (Note 6):
                               
Basic
 
$
0.68
   
$
1.18
   
$
1.45
   
$
2.12
 
Diluted
 
$
0.67
   
$
1.15
   
$
1.43
   
$
2.06
 
                                 
Weighted-average common shares outstanding (000s):
                               
Basic
   
50,368
     
50,115
     
50,181
     
50,409
 
Diluted
   
50,960
     
51,557
     
50,959
     
51,850
 

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

NU SKIN ENTERPRISES, INC.
Consolidated Statements of Comprehensive Income (Unaudited)
(U.S. dollars in thousands)

 
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2022
   
2021
   
2022
   
2021
 
Net income
 
$
34,237
   
$
59,338
   
$
72,953
   
$
106,768
 
                                 
Other comprehensive (loss) income, net of tax:
                               
Foreign currency translation adjustment, net of taxes of $36 and $3 for the three months ended June 30, 2022 and 2021, respectively, and $29 and $1 for the six months ended June 30, 2022 and 2021, respectively
   
(22,452
)
   
3,653
     
(24,412
)
   
(6,266
)
Net unrealized gains/(losses) on cash flow hedges, net of taxes of $(436) and $168 for the three months ended June 30, 2022 and 2021, respectively and $(2,179) and $(671) for the six months ended June 30, 2022 and 2021, respectively.
   
1,578
     
(610
)
   
7,892
     
2,430
 
Reclassification adjustment for realized losses/(gains) in current earnings on cash flow hedges, net of taxes of $65 and $(8) for the three months ended June 30, 2022 and 2021, respectively and $61 and $(14) for the six months ended June 30, 2022 and 2021, respectively
   
(236
)
   
30
     
(222
)
   
51
 
     
(21,110
)
   
3,073
     
(16,742
)
   
(3,785
)
Comprehensive income
 
$
13,127
   
$
62,411
   
$
56,211
   
$
102,983
 

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

NU SKIN ENTERPRISES, INC.
Consolidated Statements of Stockholders’ Equity (Unaudited)
(U.S. dollars in thousands)

 
For the Three Months Ended June 30, 2022
 
   
Class A
Common Stock
   
Additional
Paid-in Capital
   
Treasury
Stock
   
Accumulated Other
Comprehensive Loss
   
Retained
Earnings
   
Total
 
Balance at April 1, 2022
 
$
91
   
$
599,258
   
$
(1,526,778
)
 
$
(69,528
)
 
$
1,931,157
   
$
934,200
 
                                                 
Net income
   
     
     
     
     
34,237
     
34,237
 
Other comprehensive loss, net of tax
   
     
     
     
(21,110
)
   
     
(21,110
)
Repurchase of Class A common stock (Note 6)
   
     
     
(10,004
)
   
     
     
(10,004
)
Exercise of employee stock options (0.7 million shares)/vesting of stock awards
   
     
5,069
     
16,013
     
     
     
21,082
 
Stock-based compensation
   
     
2,022
     
     
     
     
2,022
 
Cash dividends
   
     
     
     
     
(19,392
)
   
(19,392
)
Balance at June 30, 2022
 
$
91
   
$
606,349
   
$
(1,520,769
)
 
$
(90,638
)
 
$
1,946,002
   
$
941,035
 

 
For the Three Months Ended June 30, 2021
 
   
Class A
Common Stock
   
Additional
Paid-in Capital
   
Treasury
Stock
   
Accumulated Other
Comprehensive Loss
   
Retained
Earnings
   
Total
 
Balance at April 1, 2021
 
$
91
   
$
579,204
   
$
(1,505,076
)
 
$
(71,626
)
 
$
1,868,881
   
$
871,474
 
                                                 
Net income
   
     
     
     
     
59,338
     
59,338
 
Other comprehensive income, net of tax
   
     
     
     
3,073
     
     
3,073
 
Repurchase of Class A common stock (Note 6)
   
     
     
(10,004
)
   
     
     
(10,004
)
Exercise of employee stock options (0.2 million shares)/vesting of stock awards
   
     
1,192
     
5,213
     
     
     
6,405
 
Stock-based compensation
   
     
6,580
     
     
     
     
6,580
 
Cash dividends
   
     
     
     
     
(19,040
)
   
(19,040
)
Balance at June 30, 2021
 
$
91
   
$
586,976
   
$
(1,509,867
)
 
$
(68,553
)
 
$
1,909,179
   
$
917,826
 

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

NU SKIN ENTERPRISES, INC.
Consolidated Statements of Stockholders’ Equity (Unaudited)
(U.S. dollars in thousands)

 
For the Six Months Ended June 30, 2022
 
   
Class A
Common
Stock
   
Additional
Paid-in
Capital
   
Treasury
Stock
   
Accumulated
Other
Comprehensive
Loss
   
Retained
Earnings
   
Total
 
Balance at January 1, 2022
 
$
91
   
$
601,703
   
$
(1,526,860
)
 
$
(73,896
)
 
$
1,911,734
   
$
912,772
 
                                                 
Net income
   
     
     
     
     
72,953
     
72,953
 
Other comprehensive loss, net of tax
   
     
     
     
(16,742
)
   
     
(16,742
)
Repurchase of Class A common stock (Note 6)
   
     
     
(20,010
)
   
     
     
(20,010
)
Exercise of employee stock options (1.1 million shares)/vesting of stock awards
   
     
(1,503
)
   
26,101
     
     
     
24,598
 
Stock-based compensation
   
     
6,149
     
     
     
     
6,149
 
Cash dividends
   
     
     
     
     
(38,685
)
   
(38,685
)
Balance at June 30, 2022
 
$
91
   
$
606,349
   
$
(1,520,769
)
 
$
(90,638
)
 
$
1,946,002
   
$
941,035
 

 
For the Six Months Ended June 30, 2021
 
   
Class A
Common Stock
   
Additional
Paid-in Capital
   
Treasury
Stock
   
Accumulated Other
Comprehensive Loss
   
Retained
Earnings
   
Total
 
Balance at January 1, 2021
 
$
91
   
$
579,801
   
$
(1,461,593
)
 
$
(64,768
)
 
$
1,840,740
   
$
894,271
 
                                                 
Net income
   
     
     
     
     
106,768
     
106,768
 
Other comprehensive loss, net of tax
   
     
     
     
(3,785
)
   
     
(3,785
)
Repurchase of Class A common stock (Note 6)
   
     
     
(60,410
)
   
     
     
(60,410
)
Exercise of employee stock options (0.5 million shares)/vesting of stock awards
   
     
(6,208
)
   
12,136
     
     
     
5,928
 
Stock-based compensation
   
     
13,383
     
     
     
     
13,383
 
Cash dividends
   
     
     
     
     
(38,329
)
   
(38,329
)
Balance at June 30, 2021
 
$
91
   
$
586,976
   
$
(1,509,867
)
 
$
(68,553
)
 
$
1,909,179
   
$
917,826
 

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

NU SKIN ENTERPRISES, INC.
Consolidated Statements of Cash Flows (Unaudited)
(U.S. dollars in thousands)

 
Six Months Ended
June 30,
 
   
2022
   
2021
 
Cash flows from operating activities:
           
Net income
 
$
72,953
   
$
106,768
 
Adjustments to reconcile net income to cash flows from operating activities:
               
Depreciation and amortization
   
35,764
     
37,925
 
Non-cash lease expense
   
21,978
     
26,879
 
Stock-based compensation
   
6,149
     
13,383
 
Foreign currency losses
   
4,769
     
2,415
 
Loss on disposal of assets
   
212
     
2,189
 
Deferred taxes
   
4,369
     
3,007
 
Changes in operating assets and liabilities:
               
Accounts receivable, net
   
(6,926
)
   
(2,789
)
Inventories, net
   
32,213
     
(80,224
)
Prepaid expenses and other
   
(17,527
)
   
(33,061
)
Other assets
   
4,461
     
(19,897
)
Accounts payable
   
10,246
     
(4,930
)
Accrued expenses
   
(97,413
)
   
(55,429
)
Other liabilities
   
(17,152
)
   
5,623
 
Net cash provided by operating activities
   
54,096
     
1,859
 
                 
Cash flows from investing activities:
               
Purchases of property and equipment
   
(19,818
)
   
(36,849
)
Proceeds on investment sales
   
5,290
     
7,550
 
Purchases of investments
   
(13,955
)
   
(6,973
)
Acquisitions, net of cash acquired
          (18,963 )
Net cash used in investing activities
   
(28,483
)
   
(55,235
)
                 
Cash flows from financing activities:
               
Exercise of employee stock options and taxes paid related to the net shares settlement of stock awards
   
24,598
     
5,928
 
Payment of cash dividends
   
(38,685
)
   
(38,329
)
Repurchases of shares of common stock
   
(20,010
)
   
(60,410
)
Finance lease principal payments
   
(927
)
   
(956
)
Payment of debt issuance costs
    (5,077 )      
Payments of debt
   
(407,500
)
   
(25,000
)
Proceeds from debt
   
460,000
     
130,000
 
Net cash used in financing activities
   
12,399
     
11,233
 
                 
Effect of exchange rate changes on cash
   
(13,682
)
   
(5,781
)
                 
Net increase (decrease) in cash and cash equivalents
   
24,330
     
(47,924
)
                 
Cash and cash equivalents, beginning of period
   
339,593
     
402,683
 
                 
Cash and cash equivalents, end of period
 
$
363,923
   
$
354,759
 

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

NU SKIN ENTERPRISES, INC.
Notes to Consolidated Financial Statements

1.
The Company

Nu Skin Enterprises, Inc. (the “Company”) is a holding company, with Nu Skin, being the primary operating unit.  Nu Skin develops and distributes premium-quality, innovative beauty and wellness products that are sold worldwide under the Nu Skin, Pharmanex and ageLOC brands and a small number of other products and services.  The Company reports revenue from nine segments, consisting of its seven geographic Nu Skin segments—Americas, which includes Canada, Latin America and the United States; Mainland China; Southeast Asia/Pacific, which includes Australia, Indonesia, Malaysia, New Zealand, the Philippines, Singapore, Thailand and Vietnam; South Korea; Japan; Europe, Middle East and Africa (“EMEA”), which includes markets in Europe as well as Israel and South Africa; and Hong Kong/Taiwan, which also includes Macau—and two Rhyz Investments segments—Manufacturing, which includes manufacturing and packaging subsidiaries it has acquired; and Rhyz other, which includes other investments by its Rhyz strategic investment arm (the Company’s subsidiaries operating within each segment are collectively referred to as the “Subsidiaries”).

2.
Summary of Significant Accounting Policies

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. The unaudited consolidated financial statements include the accounts of the Company and its Subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company’s financial information as of June 30, 2022, and for the three-and six-month periods ended June 30, 2022 and 2021. The results of operations of any interim period are not necessarily indicative of the results of operations to be expected for the fiscal year. The consolidated balance sheet as of December 31, 2021 has been prepared using information from the audited financial statements at that date. For further information, refer to the consolidated financial statements and accompanying footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Reclassifications
 
Certain prior period amounts have been reclassified to conform to the current presentation. The Company reclassified $2.7 million and $4.9 million of events and other miscellaneous selling costs from the general and administration expenses line to the selling expenses line on the consolidated statement of income for the second quarter and first half of 2021, respectively. The Company believes these costs are better reflected in selling expenses. The reclassification had no impact on operating income for the second quarter or first half of 2021.


Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board (“FASB”) issued, ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance for a limited time to ease the potential burden in accounting for the effects of reference rate reform on financial reporting. The guidance provides optional expedients and exceptions for applying US GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. ASU 2020-04 applies only to contracts and hedging relationships that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. The amendments in ASU 2020-04 are elective and are effective upon issuance for all entities. The Company had previously elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. In the second quarter of 2022, the Company elected the hedge accounting expedient that allows an update to the hedged risk in active hedging relationships without de-designation as the Company’s debt transitioned to Secured Overnight Financing Rate (“SOFR”). Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

Inventory

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

 
June 30,
2022
   
December 31,
2021
 
Raw materials
 
$
152,777
   
$
179,891
 
Finished goods
   
201,434
     
220,040
 
Total Inventory, net
 
$
354,211
   
$
399,931
 

Revenue Recognition

Contract Liabilities – Customer Loyalty Programs

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

The balance of deferred revenue related to contract liabilities as of June 30, 2022 and December 31, 2021 was $18.4 million and $22.0 million, respectively. The contract liabilities impact to revenue for the three-month periods ended June 30, 2022, and 2021 was an increase of $2.4 million and a decrease of $4.0 million, respectively. The impact to revenue for the six-month periods ended June 30, 2022, and 2021 was an increase of $3.6 million and  a decrease of $5.6 million, respectively.

3.
Goodwill

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

The following table presents goodwill allocated to the Company’s reportable segments for the periods ended June 30, 2022 and December 31, 2021 (U.S. dollars in thousands):

 
June 30,
2022
   
December 31,
2021
 
Nu Skin
           
Americas
 
$
9,449
   
$
9,449
 
Mainland China
   
32,179
     
32,179
 
Southeast Asia/Pacific
   
18,537
     
18,537
 
South Korea
   
29,261
     
29,261
 
Japan
   
16,019
     
16,019
 
EMEA
   
2,875
     
2,875
 
Hong Kong/Taiwan
   
6,634
     
6,634
 
Rhyz Investments
               
Manufacturing
   
78,875
     
78,875
 
Rhyz Other
   
12,603
     
12,603
 
Total
 
$
206,432
   
$
206,432
 

4.
Debt

2018 Credit Agreement

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

Credit Agreement

On June 14, 2022, the Company entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) with several financial institutions as lenders and Bank of America, N.A., as administrative agent, which amended and restated the 2018 Credit Agreement. The Credit Agreement provides for a $400 million term loan facility and a $500 million revolving credit facility, each with a term of five years.  Both facilities bear interest at the SOFR, plus a margin based on the Company’s consolidated leverage ratio. Commitment fees payable under the Credit Agreement are also based on the consolidated leverage ratio as defined in the Credit Agreement and range from 0.175% to 0.30% on the unused portion of the total lender commitments then in effect.  The term loan facility amortizes in quarterly installments in amounts resulting in an annual amortization of 2.5% during the first year and 5.0% during the second, third, fourth and fifth years after the closing date of the Credit Agreement, with the remainder payable at final maturity. The Credit Agreement is guaranteed by certain of the Company's domestic subsidiaries and collateralized by assets of such subsidiaries, including a pledge of 65% of the capital stock of certain foreign subsidiaries. The Credit Agreement requires the Company to maintain a consolidated leverage ratio not exceeding 2.75 to 1.00 and a consolidated interest coverage ratio of no less than 3.00 to 1.00. As of June 30, 2022, the Company was in compliance with all covenants under the Credit Agreement.

The following table summarizes the Company’s debt facilities as of June 30, 2022 and December 31, 2021:

Facility or Arrangement
 
Original
Principal Amount
 
Balance as of
June 30, 2022 (1)(2)
 
Balance as of
December 31, 2021 (1)(2)
 
Interest Rate
 
Repayment Terms
2018 Credit Agreement term loan facility
  $ 400.0 million
 
  $
307.5 million
 
Variable 30 day: 2.80%
  Principal amount was paid in full during June 2022.
                           
2018 Credit Agreement revolving credit facility
            $  70.0 million
 
Variable 30 day: 2.72%
  Principal amount was paid in full during June 2022 and credit line was closed.
           
             
Credit Agreement term loan facility
 
$
400.0 million
 
$
400.0 million
 
 


 
Variable 30 day: 3.11%
 
21% of the principal amount is payable in increasing quarterly installments over a five-year period that begins on September 30, 2022, with the remainder payable at the end of the five-year term.
                           
Credit Agreement revolving credit facility
       
$
30.0 million
 

 
Variable 30 day: 3.11%
 
Revolving line of credit expires June 14, 2027.

(1)
As of June 30, 2022 and December 31, 2021, the current portion of the Company’s debt (i.e. becoming due in the next 12 months) included $10.0 million and $37.5 million, respectively, of the balance of its term loan under the Credit Agreement and 2018 Credit Agreement.

(2)
The carrying value of the debt reflects the amounts stated in the above table, less debt issuance costs of $2.8 million and $1.2 million as of June 30, 2022 and December 31, 2021, respectively, related to the Credit Agreement and 2018 Credit Agreement, which are not reflected in this table.

5.
Leases

As of June 30, 2022, the weighted average remaining lease term was 8.2 and 3.3 years for operating and finance leases, respectively. As of June 30, 2022, the weighted average discount rate was 3.6% and 3.8% for operating and finance leases, respectively.

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

 
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2022
   
2021
   
2022
   
2021
 
Operating lease expense
                       
Operating lease cost
 
$
10,261
   
$
12,400
   
$
20,700
   
$
25,215
 
Variable lease cost
   
1,494
     
1,656
     
2,651
     
3,024
 
Short-term lease cost
   
67
     
238
     
97
     
577
 
Sublease income
   
     
(1,828
)
   
   
(3,812
)
Finance lease expense
                               
Amortization of right-of-use assets
   
546
     
606
     
1,102
     
1,217
 
Interest on lease liabilities
   
59
     
83
     
125
     
171
 
 Total lease expense
 
$
12,427
   
$
13,155
   
$
24,675
   
$
26,392
 

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

 
Six Months Ended
June 30,
 
   
2022
   
2021
 
Operating cash outflow from operating leases
 
$
19,895
   
$
27,470
 
Operating cash outflow from finance leases
 
$
128
   
$
173
 
Financing cash outflow from finance leases
 
$
927
   
$
956
 
Right-of-use assets obtained in exchange for operating lease obligations
 
$
25,793
   
$
13,729
 
Right-of-use assets obtained in exchange for finance lease obligations
 
$
   
$
59
 

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

Year Ending December 31
 
Operating
Leases
   
Finance
Leases
 
2022
 
$
18,364
   
$
997
 
2023
   
26,495
     
1,926
 
2024
   
19,945
     
1,823
 
2025
   
14,381
     
1,296
 
2026
   
8,387
     
261
 
Thereafter
   
49,038
     
 
Total
   
136,610
     
6,303
 
Less: Finance charges
   
17,990
     
393
 
Total principal liability
 
$
118,620
   
$
5,910
 

The Company has additional lease liabilities of $0.3 million which have not yet commenced as of June 30, 2022, and as such, have not been recognized on the consolidated balance sheets.

6.
Capital Stock

Net income per share

Net income per share is computed based on the weighted-average number of common shares outstanding during the periods presented. Additionally, diluted earnings per share data gives effect to all potentially dilutive common shares that were outstanding during the periods presented. For the three-month periods ended June 30, 2022 and 2021, stock options of 0.1 million and 0.1 million, respectively, and for the six-month periods ended June 30, 2022 and 2021, stock options of 0.1 million and 0.1 million, respectively, were excluded from the calculation of diluted earnings per share because they were anti-dilutive.

Dividends

In February and May 2022, the Company’s board of directors declared quarterly cash dividends of $0.385 per share. These quarterly cash dividends of $19.3 million and $19.4 million were paid on March 9, 2022 and June 8, 2022, respectively, to stockholders of record on February 28, 2022 and May 27, 2022, respectively. In August 2022, the Company’s board of directors declared a quarterly cash dividend of $0.385 per share to be paid on September 7, 2022 to stockholders of record on August 26, 2022.

Repurchase of common stock

During the three-month periods ended June 30, 2022 and 2021, the Company repurchased 0.2 million and 0.2 million shares of its Class A common stock under its stock repurchase plan for $10.0 million and $10.0 million, respectively. During the six-month periods ended June 30, 2022 and 2021, the Company repurchased 0.4 million shares and 1.2 million shares of its Class A common stock under its stock repurchase plan for $20.0 million and $60.4 million, respectively. As of June 30, 2022, $225.4 million was available for repurchases under the Company’s stock repurchase plan.

7.
Fair Value and Equity Investments

Fair Value

The carrying value of financial instruments including cash and cash equivalents, accounts receivable and accounts payable approximates fair values due to the short-term nature of these instruments. The carrying value of debt approximates fair value due to the variable 30-day interest rate. Fair value estimates are made at a specific point in time, based on relevant market information.

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

Level 1 – quoted prices in active markets for identical assets or liabilities;
Level 2 – inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level 3 – unobservable inputs based on the Company’s own assumptions.

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

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

 
Fair Value at June 30, 2022
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Financial assets (liabilities):
                       
Cash equivalents and current investments
 
$
111,099
   
$
   
$
   
$
111,099
 
Derivative financial instruments asset
   
     
16,376
     
     
16,376
 
Life insurance contracts
   
     
     
40,201
     
40,201
 
Contingent consideration
   
     
     
(8,591
)
   
(8,591
)
Total
 
$
111,099
   
$
16,376
   
$
31,610
   
$
159,085
 

 
Fair Value at December 31, 2021
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Financial assets (liabilities):
                       
Cash equivalents and current investments
 
$
66,477
   
$
   
$
   
$
66,477
 
Derivative financial instruments asset
   
     
6,590
     
     
6,590
 
Life insurance contracts
   
     
     
49,851
     
49,851
 
Contingent consideration
   
     
     
(10,341
)
   
(10,341
)
Total
 
$
66,477
   
$
6,590
   
$
39,510
   
$
112,577
 

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

   
2022
   
2021
 
Beginning balance at January 1
 
$
49,851
   
$
45,453
 
Actual return on plan assets
   
(9,650
)
   
3,608
 
Purchases and issuances
   
     
7,016
 
Sales and settlements
   
     
(7,016
)
Transfers into Level 3
   
     
 
Ending balance at June 30
 
$
40,201
   
$
49,061
 

Life insurance contracts: Accounting Standards Codification (“ASC”) 820 preserves practicability exceptions to fair value measurements provided by other applicable provisions of U.S. GAAP. The guidance in ASC 715-30-35-60 allows a reporting entity, as a practical expedient, to use cash surrender value or conversion value as an expedient for fair value when it is present. Accordingly, the Company determines the fair value of its life insurance contracts as the cash-surrender value of life insurance policies held in its Rabbi Trust.
 
The following table provides a summary of changes in fair value of the Company’s Level 3 contingent consideration (U.S. dollars in thousands):

   
2022
   
2021
 
Beginning balance at January 1
 
$
(10,341
)
 
$
(3,125
)
Additions from acquisitions
   
     
(8,702
)
Changes in fair value of contingent consideration
   
1,750
     
(203
)
Ending balance at June 30
 
$
(8,591
)
 
$
(12,030
)

Contingent consideration: Contingent consideration represents the obligations incurred in connection with acquisitions. The estimate of fair value of the contingent consideration obligations requires subjective assumptions to be made regarding the future business results, discount rates, discount periods and probabilities assigned to various potential business result scenarios and was determined using probability assessments with respect to the likelihood of reaching various targets or of achieving certain milestones. The fair value measurement is based on significant inputs unobservable in the market and thus represents a Level 3 measurement. Changes in current expectations of progress could change the probability of achieving the targets within the measurement periods and result in an increase or decrease in the fair value of the contingent consideration obligation.

Equity Investments

The Company maintains equity investments in companies which are accounted for under the measurement alternative described in ASC 321-10-35-2 for equity securities that lack readily determinable fair values. The carrying amount of equity securities held by the Company without readily determinable fair values was $28.1 million at each of June 30, 2022 and December 31, 2021. During the three months ended September 30, 2021 the Company recognized $18.1 million upward fair value adjustments, based on the valuation of additional equity issued by the investee which was deemed to be an observable transaction of a similar investment under ASC 321. The third quarter of 2021 gain was recorded within Other income (expense), net on the Consolidated Statement of Comprehensive Operations. The upward fair value adjustment represents a nonrecurring fair value measurement based on observable price changes and is classified as a Level 3 fair value measurement.

8.
Income Taxes

Provision for income taxes for the three- and six-month periods ended June 30, 2022 was $8.7 million and $20.6 million, compared to $22.0 million and $39.1 million for the prior-year periods. The effective tax rates for the three- and six-month periods ended June 30, 2022 were 20.2% and 22.0% of pre-tax income compared to 27.1% and 26.8% in the prior-year periods.
 
The Company accounts for income taxes in accordance with ASC Topic 740 “Income Taxes.” These standards establish financial accounting and reporting standards for the effects of income taxes that result from an enterprise’s activities during the current and preceding years. The Company takes an asset and liability approach for financial accounting and reporting of income taxes. The Company pays income taxes in many foreign jurisdictions based on the profits realized in those jurisdictions, which can be significantly impacted by terms of intercompany transactions between the Company and its foreign affiliates. Deferred tax assets and liabilities are created in this process. The Company has netted these deferred tax assets and deferred tax liabilities by jurisdiction. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be ultimately realized. The Company had net deferred tax assets of $21.3 million and $24.1 million as of June 30, 2022 and December 31, 2021, respectively.

The Company evaluates its indefinite reinvestment assertions with respect to foreign earnings for each quarter. For all foreign earnings, the Company accrues the applicable foreign income taxes. For the earnings that have been indefinitely reinvested, the Company does not accrue foreign withholding taxes. Undistributed earnings that the Company has indefinitely reinvested, for which no foreign withholding taxes have been provided, aggregate to $60.0 million as of December 31, 2021. If the amount designated as indefinitely reinvested as of December 31, 2021 was repatriated to the United States, the amount of incremental taxes would be approximately $6.0 million.  The Company intends to utilize the indefinitely reinvested offshore earnings to fund foreign investments, specifically capital expenditures.

The Company files income tax returns in the U.S. federal jurisdiction, and in various state and foreign jurisdictions. In 2009, the Company entered into a voluntary program with the IRS called Compliance Assurance Process (“CAP”). The objective of CAP is to contemporaneously work with the IRS to achieve federal tax compliance and resolve all or most of the issues prior to filing of the tax return. As of December 31, 2021, tax years through 2020 have been audited and are effectively closed to further examination. For tax years 2021 and 2022, the Company is in the Bridge phase of the CAP program, pursuant to which the IRS will not accept disclosures, will not conduct reviews and will not provide letters of assurance for the Bridge years. There are limited circumstances under which tax years in the Bridge phase will be opened for examination. The Company may elect to continue participating in CAP for future tax years; the Company may withdraw from the program at any time. With a few exceptions, the Company is no longer subject to state and local income tax examination by tax authorities for the years before 2018. In major foreign jurisdictions, the Company is generally no long