SELECTED UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
On January 2, 2025, Nu Skin Enterprises, Inc. (“Nu Skin” “we” or the “Company”), through our consolidated subsidiary Mavely Seller LLC (“Seller”), entered into a Unit Purchase Agreement, dated as of January 2, 2025 (the “Purchase Agreement”), by and among Seller, Mavely LLC (“Mavely”), Clout.io Holdings, Inc. (“Purchaser”) and Mavrck LLC, and disposed of all of our equity interests in Mavely. As a result of the disposal, as of January 2, 2025, Mavely and its subsidiaries will no longer be included in our consolidated financial statements.
The following unaudited pro forma condensed consolidated balance sheet as of September 30, 2024 assumes that the sale occurred on September 30, 2024. The following unaudited pro forma condensed consolidated statements of operations of the Company for the nine month period ended September 30, 2024 and for the year ended December 31, 2023 are presented as if the disposal had occurred as of January 1, 2023.
The unaudited pro forma condensed consolidated financial statements are presented based on information currently available, are intended for informational purposes only, and do not purport to represent what the Company’s financial position and results of operations actually would have been had the sale occurred on the dates indicated, or to project the Company’s financial performance for any future period.
The unaudited pro forma condensed consolidated financial statements and the accompanying notes should be read in conjunction with the unaudited condensed consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Form 10-Q for the quarterly period ended September 30, 2024. The unaudited pro forma condensed consolidated financial statements and the accompanying notes should also be read in conjunction with the audited consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Form 10-K for the fiscal year ended December 31, 2023.
The Historical columns in the Unaudited Pro Forma Condensed Consolidated Balance Sheet and the Unaudited Pro Forma Condensed Consolidated Statements of Operations reflect the Company’s historical financial statements for the periods presented and do not reflect any adjustments related to the disposal.
The information in the Transactions Accounting Adjustments column in the Unaudited Pro Forma Condensed Consolidated Statements of Operations for the nine months ended September 30, 2024 was derived from the unaudited information supporting the unaudited financial statements included in the Company’s Form 10-Q for the quarterly period ended September 30, 2024. The information in the Transactions Accounting Adjustments column in the Unaudited Pro Forma Condensed Consolidated Statements of Operations for the year ended December 31, 2023 was derived from the information supporting the audited financial statement included in the Company’s Form 10-K for the fiscal year ended December 31, 2023.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of September 30, 2024
(In thousands) | | Historical (as reported) | | | Transaction Accounting Adjustments | | | | Pro Forma | |
ASSETS | | | | | | | | | | |
Current assets: | | | | | | | | | | |
Cash and cash equivalents | | $ | 227,751 | | | $ | 197,800
| | (b) | | $ | 425,551 | |
Current investments | | | 10,077 | | | | — | | | | | 10,077 | |
Accounts receivable, net | | | 68,812 | | | | (14,834 | ) | (a) | | | 53,978 | |
Inventories, net | | | 247,789 | | | | — | | | | | 247,789 | |
Prepaid expenses and other | | | 98,942 | | | | (296 | ) | (a) | | | 98,646 | |
Total current assets | | | 653,371 | | | | 182,670 | | | | | 836,041 | |
| | | | | | | | | | | | | |
Property and equipment, net | | | 410,673 | | | | (1,185 | ) | (a) | | | 409,488 | |
Operating lease right-of-use assets | | | 85,550 | | | | — | | | | | 85,550 | |
Goodwill | | | 99,885 | | | | (12,602 | ) | (a) | | | 87,283 | |
Other intangible assets, net | | | 85,266 | | | | (8,431 | ) | (a) | | | 76,835 | |
Other assets | | | 248,150 | | | | 10,000 | | (c) | | | 258,150 | |
Total assets | | $ | 1,582,895 | | | $ | 170,452 | | | | $ | 1,753,347 | |
| | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable | | $ | 32,736 | | | $ | (230 | ) | (a) | | $ | 32,506 | |
Accrued expenses | | | 246,615 | | | | (11,903 | ) | (a) | | | 234,712 | |
Current portion of long-term debt | | | 60,000 | | | | — | | | | | 60,000 | |
Total current liabilities | | | 339,351 | | | | (12,133 | ) | | | | 327,218 | |
| | | | | | | | | | | | | |
Operating lease liabilities | | | 68,351 | | | | — | | | | | 68,351 | |
Long-term debt | | | 373,470 | | | | — | | | | | 373,470 | |
Other liabilities | | | 94,848 | | | | — | | | | | 94,848 | |
Total liabilities | | | 876,020 | | | | (12,133 | ) | | | | 863,887 | |
| | | | | | | | | | | | | |
Stockholders’ equity: | | | | | | | | | | | | | |
Class A common stock | | | 91 | | | | — | | | | | 91 | |
Additional paid-in capital | | | 624,665 | | | | — | | | | | 624,665 | |
Treasury stock, at cost | | | (1,563,878 | ) | | | — | | | | | (1,563,878 | ) |
Accumulated other comprehensive loss | | | (105,040 | ) | | | — | | | | | (105,040 | ) |
Retained earnings | | | 1,751,037 | | | | 182,585 | | (d) | | | 1,933,622 | |
Total stockholders’ equity | | | 706,875 | | | | 182,585 | | | | | 889,460 | |
Total liabilities and stockholders’ equity | | $ | 1,582,895 | | | $ | 170,452 | | | | $ | 1,753,347 | |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT
For the Nine Months Ended September 30, 2024
(In thousands, except for per share data) | | Historical (as reported) | | | Transaction Accounting Adjustments | | | | | | Pro Forma | |
Revenue | | $ | 1,286,532 | | | $ | (37,368 | ) | | (e) | | | $ | 1,249,164 | |
Cost of sales | | | 383,828 | | | | (583 | ) | | (e) | | | | 383,245 | |
Gross profit | | | 902,704 | | | | (36,785 | ) | | | | | | 865,919 | |
| | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | |
Selling expenses | | | 486,617 | | | | (26,676 | ) | | (e) | | | | 459,941 | |
General and administrative expenses | | | 358,107 | | | | (9,112 | ) | | (e) | | | | 348,995 | |
Restructuring and impairment expenses | | | 156,484 | | | | — | | | | | | | 156,484 | |
Total operating expenses | | | 1,001,208 | | | | (35,788 | ) | | | | | | 965,420 | |
| | | | | | | | | | | | | | | |
Operating income (loss) | | | (98,504 | ) | | | (997 | ) | | | | | | (99,501 | ) |
Interest expense | | | 20,545 | | | | — | | | | | | | 20,545 | |
Other income, net | | | 1,800 | | | | 22 | | | (e) | | | | 1,822 | |
| | | | | | | | | | | | | | | |
Income (loss) before provision for income taxes | | | (117,249 | ) | | | (975 | ) | | | | | | (118,224 | ) |
Provision (benefit) for income taxes | | | (6,760 | ) | | | (244 | ) | | (e) | | | | (7,004 | ) |
| | | | | | | | | | | | | | | |
Net income (loss) | | $ | (110,489 | ) | | $ | (731 | ) | | | | | $ | (111,220 | ) |
| | | | | | | | | | | | | | | |
Net income (loss) per share: | | | | | | | | | | | | | | | |
Basic | | $ | (2.23 | ) | | | | | |
| | | | $ | (2.24 | ) |
Diluted | | $ | (2.23 | ) | | | | | |
| | | | $ | (2.24 | ) |
| | | | | | | | | | | | | | | | |
Weighted-average common shares outstanding: | | | | | | | | | | | | | | | | |
Basic | | | 49,645 | | | | | | | | | | | | 49,645 | |
Diluted | | | 49,645 | | | | | | | | | | | | 49,645 | |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT
For the Year Ended December 31, 2023
(In thousands, except for per share data) | | Historical (as reported) | | | Transaction Accounting Adjustments | | | | | | Pro Forma | |
Revenue | | $ | 1,969,131 | | | $ | (24,654 | ) | | (e) | | | $ | 1,944,477 | |
Cost of sales | | | 611,850 | | | | — | | | | | | | 611,850 | |
Gross profit | | | 1,357,281 | | | | (24,654 | ) | | | | | | 1,332,627 | |
| | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | |
Selling expenses | | | 742,365 | | | | (22,088 | ) | | (e) | | | | 720,277 | |
General and administrative expenses | | | 546,858 | | | | (10,302 | ) | | (e) | | | | 536,556 | |
Restructuring and impairment expenses | | | 19,790 | | | | — | | | | | | | 19,790 | |
Total operating expenses | | | 1,309,013 | | | | (32,390 | ) | | | | | | 1,276,623 | |
| | | | | | | | | | | | | | | |
Operating income | | | 48,268 | | | | 7,736 | | | | | | | 56,004 | |
Interest Expense | | | 25,560 | | | | — | | | | | | | 25,560 | |
Other expense, net | | | 3,870 | | | | 182,583 | | | | (e,g | ) | | | 186,453 | |
| | | | | | | | | | | | | | | | |
Income before provision for income taxes | | | 26,578 | | | | 190,319 | | | | | | | | 216,897 | |
Provision (benefit) for income taxes | | | 17,983 | | | | 47,580 | | | (f) | | | | 65,563 | |
| | | | | | | | | | | | | | | | |
Net income | | $ | 8,595 | | | $ | 142,739 | | | | | | | $ | 151,334 | |
| | | | | | | | | | | | | | | | |
Net income per share: | | | | | | | | | | | | | | | | |
Basic | | $ | 0.17 | | | | | | |
| | | | $ | 3.04 | |
Diluted | | $ | 0.17 | | | | | | |
| | | | $ | 3.04 | |
| | | | | | | | | | | | | | | | |
Weighted-average common shares outstanding: | | | | | | | | | | | | | | | | |
Basic | | | 49,711 | | | | | | | | | | | | 49,711 | |
Diluted | | | 49,860 | | | | | | | | | | | | 49,860 | |
Pro Forma Adjustments and Assumptions
Separation transaction accounting adjustments:
(a) | Reflects the adjustments to eliminate the assets and liabilities attributable to the Mavely business. |
(b) | Reflects net cash proceeds from the transaction, less certain purchase price adjustments and estimated transaction costs. |
(c) | Reflects approximately one million shares of ownership interest in Purchaser. |
(d) | Reflects the effect on total stockholders’ equity of the adjustments described in notes (a) - (c) above. |
(e) | Reflects the adjustments to eliminate the historical operating results of Mavely. |
(f) | Reflects the provision (benefit) for income taxes for the adjustments made to income before provision for income taxes at a statutory tax rate of 25%. |
(g) | Reflects the estimated $182.6 million gain arising from the transaction. No adjustments have been made to the sale proceeds to give effect to any potential post-closing adjustments under the terms of the Purchase Agreement. |