View:
To Nu Skin International distributors eligible to participate in the Nu Skin
International distributor equity incentive program: This document
supplements, constitutes a part of, and should be read in conjunction with the
Nu Skin Asia Pacific, Inc. prospectus dated December 12, 1996, a copy of which
has previously been provided to you or is concurrently being provided to you
and which relates to securities that have been registered under the Securities
Act of 1933.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------
FORM 10-Q
FOR QUARTERLY AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
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 333-12073
Nu Skin Asia Pacific, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 87-0565309
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
75 West Center Street, Provo, Utah 84601
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (801) 345-6100
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 X No
---- -----
As of April 15, 1997, 11,723,011 shares of the Company's Class A Common
Stock, $.001 par value per share, 71,696,675 shares of the Company's Class B
Common Stock, $.001 par value per share, and no shares of the Company's
Preferred Stock, $.001 par value per share, were outstanding.
NU SKIN ASIA PACIFIC, INC.
1997 FORM 10-Q QUARTERLY REPORT - FIRST QUARTER
TABLE OF CONTENTS
Page
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS:
CONSOLIDATED BALANCE SHEETS.........................2
CONSOLIDATED STATEMENTS OF INCOME...................3
CONSOLIDATED STATEMENTS OF CASH FLOWS...............4
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS .........5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.....................7
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS....................................10
ITEM 2. CHANGES IN SECURITIES................................10
ITEM 3. DEFAULTS UPON SENIOR SECURITIES......................10
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..10
ITEM 5. OTHER INFORMATION....................................10
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.....................10
SIGNATURES.....................................................12
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Nu Skin Asia Pacific, Inc.
Consolidated Balance Sheets (Unaudited)
(in thousands)
December
March 31, 31,
1997 1996
--------- --------
ASSETS
Current assets
Cash and cash equivalents .................... $196,798 $207,106
Accounts receivable .......................... 11,600 8,937
Related parties receivable ................... 7,669 7,974
Inventories, net ............................. 54,749 44,860
Prepaid expenses and other ................... 19,200 11,281
-------- --------
290,016 280,158
Property and equipment, net ....................... 8,725 8,884
Other assets, net ................................. 43,337 42,673
-------- --------
Total assets ............................. $342,078 $331,715
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable ............................. $ 7,211 $ 6,592
Accrued expenses ............................. 53,347 79,518
Related parties payable ...................... 70,035 46,326
Notes payable to stockholders ................ 71,487 71,487
Note payable to NSI, current portion ......... 10,000 10,000
-------- --------
212,080 213,923
-------- --------
Note payable to NSI, less current portion .... -- 10,000
-------- --------
Commitments and contingencies
Stockholders' equity
Preferred stock - 25,000,000 shares
authorized $.001 par value, no shares
issued and outstanding ................... -- --
Class A common stock - 500,000,000 shares
authorized, $.001 par value, 11,723,011
shares issued and outstanding ............ 12 12
Class B common stock - 100,000,000 shares
authorized, $.001 par value, 71,696,675
shares issued and outstanding ............ 72 72
Additional paid-in capital ................... 137,876 137,876
Cumulative foreign currency translation
adjustment ............................... (9,023) (5,963)
Retained earnings ............................ 31,981 11,493
Deferred compensation ........................ (17,781) (22,559)
Note receivable from NSI ..................... (13,139) (13,139)
-------- --------
129,998 107,792
-------- --------
Total liabilities and stockholders' equity... $342,078 $331,715
======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
Nu Skin Asia Pacific, Inc.
Consolidated Statements of Income (Unaudited)
(in thousands, except per share amounts)
Three Three
Months Months
Ended Ended
March March
31, 31,
1997 1996
------- -------
Revenue ......................................... $210,994 $124,185
Cost of sales ................................... 60,741 34,815
------- -------
Gross profit .................................... 150,253 89,370
------- -------
Operating expenses
Distributor incentives ..................... 80,543 46,181
Selling, general and administrative ........ 34,483 20,027
Distributor stock expense .................. 4,477 --
-------- -------
Total operating expenses ........................ 119,503 66,208
------- -------
Operating income ................................ 30,750 23,162
Other income (expense), net ..................... 1,770 274
------- -------
Income before provision for income
taxes ........................................... 32,520 23,436
Provision for income taxes (Note 2) ............. 12,032 8,686
------- -------
Net income ...................................... $20,488 $14,750
======= =======
Net income per share (Note 3) ................... $ .24 $ .18
======= =======
Weighted average common shares
outstanding ..................................... 85,416 80,518
======= =======
Pro forma data:
Income before pro forma provision
for income taxes ......................... $23,436
Pro forma provision for income
taxes (Note 2) ........................... $ 8,207
-------
Income after pro forma provision
for income taxes ......................... $15,229
=======
Pro forma net income per share (Note 3) $ .19
=======
The accompanying notes are an integral part of these consolidated financial
statements.
Nu Skin Asia Pacific, Inc.
Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
Three Three
Months Months
Ended Ended
March March
31, 31,
1997 1996
-------- --------
Cash flows from operating activities:
Net income ......................................... $20,488 $14,750
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization ................... 1,099 334
Amortization of deferred compensation ........... 4,778 --
Changes in operating assets and liabilities:
Accounts receivable ....................... (2,663) (1,027)
Related parties receivable ................ 305 1,331
Inventories, net .......................... (9,889) (2,163)
Prepaid expenses and other ................ (7,919) 958
Other assets .............................. (1,040) 101
Accounts payable .......................... 619 (1,769)
Accrued expenses .......................... (26,171) 8,579
Related parties payable ................... 23,709 (6,057)
-------- --------
Net cash provided by operating activities ....... 3,316 15,037
-------- --------
Cash flows from investing activities:
Purchase of property and equipment ................. (1,122) (1,038)
Payment to NSI for distribution rights ............. (10,000) --
Payments for lease deposits ........................ (58) --
Receipt of refundable lease deposits ............... 122 --
-------- --------
Net cash used in investing activities ........... (11,058) (1,038)
-------- --------
Cash flows from financing activities:
Dividends paid ..................................... -- (9,500)
-------- --------
Net cash provided by (used in)
financing activities .......................... -- (9,500)
-------- --------
Effect of exchange rate changes on cash ............ (2,566) 144
-------- --------
Net increase (decrease) in cash
and cash equivalents ............................. (10,308) 4,643
Cash and cash equivalents, beginning of period ..... 207,106 63,213
-------- --------
Cash and cash equivalents, end of period ........... $196,798 $ 67,856
======== ========
Supplemental cash flow information:
Interest paid ...................................... $ -- $ 23
======== ========
The accompanying notes are an integral part of
these consolidated financial statements.
Nu Skin Asia Pacific, Inc.
Notes to Consolidated Financial Statements
1. THE COMPANY
Nu Skin Asia Pacific, Inc. (the "Company") is a network marketing
company involved in the distribution and sale of premium quality,
innovative personal care and nutritional products. The Company is the
exclusive distribution vehicle for Nu Skin International, Inc. ("NSI")
in the countries of Japan, Taiwan, Hong Kong (including Macau), South
Korea and Thailand, where the Company currently has operations
(collectively referred to as the "Subsidiaries"), and in Indonesia,
Malaysia, the Philippines, the PRC, Singapore and Vietnam, where
operations have not yet commenced. Additionally, the Company sells
products to NSI affiliates in Australia and New Zealand.
The Company was incorporated on September 4, 1996. It was formed as a
holding company and acquired the Subsidiaries through a reorganization
which occurred on November 20, 1996. Prior to the reorganization, each
of the Subsidiaries elected to be treated as an S corporation. In
connection with the reorganization, the Subsidiaries' S corporation
status was terminated on November 19, 1996, and the Company declared a
distribution to the stockholders that included all of the
Subsidiaries' previously earned and undistributed taxable S
corporation earnings totaling $86.5 million (the "S Distribution
Notes").
On November 27, 1996 the Company completed its initial public
offerings of 4,750,000 shares of Class A common stock and received net
proceeds of $98.8 million (the "Offerings").
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles
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 generally
accepted accounting principles for complete financial statements. In
the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments, consisting of normal
recurring adjustments, considered necessary for a fair statement of
the Company's financial information as of March 31, 1997 and 1996 and
for the three months ended March 31, 1997 and 1996. The results of
operations of any interim period are not necessarily indicative of the
results of operations to be expected for the fiscal year. 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, 1996.
2. INCOME TAXES
As a result of the Company's reorganization described in Note 1, the
Company is no longer treated as an S corporation for U.S. Federal
income tax purposes. The provision for income taxes for the three
months ended March 31, 1996 primarily represents income taxes in
foreign countries as U.S. Federal income taxes were levied at the
stockholder level. The consolidated statements of income include a pro
forma presentation for income taxes which would have been recorded if
the Company had been taxed as a C corporation rather than as an S
corporation for the three months ended March 31, 1996.
3. NET INCOME PER SHARE
Net income per share is computed based on the weighted average number
of common shares and common share equivalents outstanding during the
periods presented assuming that the Company's reorganization and the
resultant issuance of 80.3 million shares of Class B common stock
occurred as of January 1, 1996.
4. NEW ACCOUNTING STANDARDS
The Company is required to adopt Statement of Financial Accounting
Standards No. 128 ("SFAS 128"), Earnings per Share, during the fourth
quarter of 1997. SFAS 128 specifies the computation, presentation and
disclosure requirements for earnings per share. The Company does not
believe that the adoption of SFAS 128 will have a material effect on
the Company's method of calculation or display of earnings per share
amounts.
5. SUBSEQUENT EVENTS
On April 4, 1997, the Company paid the balance on the notes payable to
stockholders of $71,487,000 with the related accrued interest expense
of $1,637,000. As described in Note 1, these notes originated in
connection with the reorganization in which the Subsidiaries' S
corporation status was terminated and the Company declared a
distribution to the stockholders that included all of the
Subsidiaries' previously earned and undistributed taxable S
corporation earnings totaling $86.5 million.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
1997 compared to 1996
Revenue increased 70% to $211.0 million from $124.2 million for the three
months ended March 31, 1997 compared with the same period in 1996. This increase
is primarily attributable to several factors. First, revenue in Japan increased
by $41.3 million, or 55%. This increase in revenue was primarily a result of
continued growth of the IDN product line as well as increased sales following a
distributor convention held in the first quarter of 1997. Second, revenue in
Taiwan increased by $13.9 million, or 43%, primarily as a result of growth in
IDN sales following the late 1996 introduction of LifePak. Third, revenue in
South Korea increased by $28.9 million, primarily as a result of a full quarter
of operations in 1997 as compared to a partial quarter in 1996 following the
February opening. Fourth, the opening of Thailand in the first quarter of 1997
resulted in an additional $2.7 million in revenue. Revenue in Hong Kong remained
constant at $4.2 million.
Gross profit as a percentage of revenue was 71.2% and 72.0% for the three
months ended March 31, 1997 and 1996, respectively. This decrease reflected the
strengthening of the U.S. dollar and the commencement of operations in South
Korea in 1996. The Company purchases goods in U.S. dollars and recognizes
revenue in local currency and is consequently subjected to exchange rate risks
in its gross margins. The full quarter of operations in South Korea in 1997 also
impacted gross profit as a percentage of revenue due to South Korean regulations
which result in higher prices on imported products as compared to other markets.
Distributor incentives as a percentage of revenue increased to 38.2% for
the three months ended March 31, 1997 from 37.2% for the three months ended
March 31, 1996. The primary reasons for this increase were a more developed
distributor network in Korea in 1997 along with sales of a smaller percentage of
non- commissionable items throughout the Company in 1997.
Selling, general and administrative expenses as a percentage of revenue
increased to 16.3% for the three months ended March 31, 1997 from 16.1% for the
three months ended March 31, 1996. This increase was primarily due to increased
promotion expenses of approximately $2 million resulting from the first quarter
distributor conventions and was offset somewhat by economies of scale gained as
the Company's revenue increased.
Distributor stock expense of $4.5 million reflects the one-time grant of
the distributor stock options at an exercise price of 25% of the initial public
offering price in connection with the Offerings completed on November 27, 1996.
This non-cash expense is non-recurring and will be recorded each quarter in
1997.
Operating income increased 33% to $30.8 million from $23.2 million for the
three months ended March 31, 1997 compared with the same period in 1996. This
increase was caused primarily by an increase in revenue. Operating margin
decreased from 18.7% to 14.6% for the three months ended March 31, 1997 compared
with the same period in 1996. This margin decrease was caused primarily by the
distributor stock expense, increased distributor incentives and lower gross
margins.
Other income increased by $1.5 million for the three months ended March 31,
1997 compared with the same period in 1996. The increase was primarily caused by
an increase in interest income generated through the short-term investment of
cash, along with approximately $.5 million of exchange gains resulting from
forward exchange contracts.
Provision for income taxes increased to $12.0 million from $8.7 million for
the three months ended March 31, 1997 compared with the same period in 1996 due
to increased income. The effective tax rate was 37.0% for the three months ended
March 31, 1997 and 1996.
Net income increased by $5.7 million to $20.5 million from $14.8 million
for the three months ended March 31, 1997 compared with the same period in 1996
due primarily to increased revenue. Net income as a percentage of revenue
decreased to 9.7% for the three months ended March 31, 1997 as compared to 11.9%
for the same period in 1996 due to the reduction in operating margin.
Liquidity and Capital Resources
The Company underwent a reorganization and the Offerings in November 1996.
During the Offerings, the Company raised $98.8 million in net proceeds. As of
the date of the reorganization, the aggregate undistributed taxable S
corporation earnings of the Subsidiaries were $86.5 million. The Subsidiaries'
earned and undistributed S corporation earnings through the date of termination
of the Subsidiaries' S corporation status were distributed in the form of the S
Distribution Notes, promissory notes bearing interest at 6.0% per annum. From
the proceeds of the Offerings, $15.0 million was used to pay a portion of the S
Distribution Notes, leaving an unpaid S Distribution Note balance of $71.5
million at March 31, 1997.
In November 1996, the Company purchased from NSI the distribution rights to
seven new markets in the region. These markets include Thailand, where
operations commenced in March 1997, and Indonesia, Malaysia, the Philippines,
the PRC, Singapore and Vietnam, where operations have not yet commenced. These
rights were purchased for $25.0 million of which $5.0 million was paid from the
proceeds of the Offerings. During the three months ended March 31, 1997 an
additional $10.0 million was paid. At March 31, 1997, the Company had a $10.0
million short term obligation, due January 15, 1998, related to the purchase of
these rights. Interest accrues at a rate of 6.0% per annum on amounts due under
these obligations.
The remaining $78.8 million in net proceeds from the Offerings are to be
used for new market development, introducing new products, enhancing the
Company's technological infrastructure, establishing additional office and
distribution centers and for other general corporate purposes. Management
anticipates using the remaining net proceeds of the Offerings within the next
three years.
The Company generates significant cash flow from operations due to its
significant growth, high margins and minimal capital requirements. Additionally,
the Company does not extend credit to distributors, but requires payment prior
to shipping products. This process eliminates the need for accounts receivable
from distributors. During the three months ended March 31, 1997, the Company
generated $3.3 million from operations compared to $15.0 million during the
three months ended March 31, 1996. This decrease in cash flows from operations
is primarily due to the build up of inventories to support future market demands
and the payment of income taxes during the first quarter of 1997.
As of March 31, 1997, working capital was $77.9 million compared to $66.2
million as of December 31, 1996. Cash and cash equivalents at March 31, 1997
were $196.8 million compared to $207.1 million at December 31, 1996.
Historically, the Company's principal need for funds has been for
distributor incentives, working capital (principally inventory purchases),
capital expenditures and the development of new markets. The Company has
generally relied entirely on cash flow from operations to meet its business
objectives without incurring long term debt to unrelated third parties.
Capital expenditures, primarily for equipment, computer systems and
software, office furniture and leasehold improvements, were $1.1 million and
$1.0 million for the three months ended March 31, 1997 and 1996, respectively.
In addition, the Company anticipates capital expenditures through 1998 of an
additional $23.9 million to further enhance its infrastructure, including
computer systems and software, warehousing facilities and walk-in distributor
centers in order to accommodate future growth.
As a part of the Company's and NSI's strategy to motivate distributors with
equity incentives, the Company sold to NSI an option to purchase 1.6 million
shares of the Company's Class A Common Stock. NSI purchased the option with a
$13.1 million 10-year note payable to the Company bearing interest at 6.0% per
annum. It is anticipated that the note will be repaid as distributors begin to
exercise their options beginning in 1998.
Under its operating agreements with NSI, the Company incurs related party
payables. The Company had related party payables of $70.0 million and $46.3
million at March 31, 1997 and December 31, 1996, respectively. In addition, the
Company had related party receivables of $7.7 million and $8.0 million,
respectively, at those dates. Related party balances outstanding in excess of 60
days bear interest at a rate of 2% above the U.S. prime rate. As of March 31,
1997, no material related party payables or receivables had been outstanding for
more than 60 days.
Management considers the Company to be liquid and able to meet its
obligations on both a short and long-term basis. Management believes existing
cash balances together with future cash flows from operations will be adequate
to fund cash needs relating to the implementation of the Company's strategic
plans, including opening new markets, funding the payment of the S Distribution
Notes and the note payable to NSI related to the purchase of the distribution
rights.
Currency Fluctuation and Exchange Rate Information
The Company's revenues and most of its expenses are recognized primarily
outside of the United States. Each entity's local currency is considered the
functional currency. All revenue and expenses are translated at weighted average
exchange rates for the periods reported. Therefore, the Company's reported sales
and earnings will be positively impacted by a weakening of the U.S. dollar and
will be negatively impacted by a strengthening of the U.S. dollar.
The Company purchases inventory from NSI in U.S. dollars and assumes
currency exchange rate risk with respect to such purchases. Local currency in
Japan, Taiwan, Hong Kong, South Korea and Thailand is generally used to settle
non-inventory transactions with NSI. Given the uncertainty of exchange rate
fluctuations, the Company cannot estimate the effect of these fluctuations on
its future business, product pricing, results of operations or financial
condition. However, because nearly all of the Company's revenue is realized in
local currencies and the majority of its cost of sales is denominated in U.S.
dollars, the Company's gross profits will be positively affected by a weakening
in the U.S. dollar and will be negatively affected by a strengthening in the
U.S. dollar. The Company reduces its exposure to fluctuations in foreign
exchange rates by creating offsetting positions through the use of foreign
currency exchange contracts. The Company does not use such financial instruments
for trading or speculative purposes. The Company regularly monitors its foreign
currency risks and periodically takes measures to reduce the impact of foreign
exchange fluctuations on the Company's operating results.
Following are the weighted average currency exchange rates of $1 into
local currency for each of the Company's markets for the quarters listed: