Exhibit 99.1
Herbalife Nutrition Achieves Net Sales Growth of 15% in the Third Quarter, Establishes New $1.5 Billion Share Repurchase Program, Provides Initial Full Year 2019 Guidance
LOS ANGELES--(BUSINESS WIRE)--October 30, 2018--Herbalife Nutrition Ltd. (NYSE: HLF) today reported financial results for the third quarter ended September 30, 2018:
“Our strong sales and earnings performance during the third quarter demonstrate the global consumer demand for our nutrition products,” said Rich Goudis, CEO of Herbalife Nutrition.
QUARTER HIGHLIGHTS
Third Quarter 2018 Key Metrics3
Regional Volume Point Metrics
_____________________
1 Adjusted diluted EPS is a non-GAAP measure and, for the
purpose of guidance, excludes the impact of: non-cash interest expense
associated with the Company’s convertible notes, expenses related to
regulatory inquiries, China grant income, contingent value rights
revaluation, loss on extinguishment of convertible debt, loss on
extinguishment of the Company’s 2017 senior secured credit facility, and
Venezuela currency devaluation. Adjusted diluted EPS, for the purpose of
reported results, excludes the impact of the foregoing as well as
expenses relating to challenges to the Company’s business model, and
expenses relating to FTC Consent Order implementation. See Schedule A –
“Reconciliation of Non-GAAP Financial Measures” for a detailed
reconciliation of adjusted net income to net income calculated in
accordance with GAAP and a reconciliation of adjusted diluted EPS to
diluted EPS calculated in accordance with GAAP and a discussion of why
we believe these non-GAAP measures are useful.
2 See
Schedule A - “Reconciliation of Non-GAAP Financial Measures” for a
reconciliation of adjusted diluted share count to reported diluted share
count and a discussion of why the share count has been adjusted for
purposes of calculating adjusted diluted EPS for the third quarter of
2018.
3 Supplemental tables that include Average Active
Sales Leader and additional business metrics can be found at http://ir.Herbalife.com.
Volume Points | |||||||||
Region | 3Q '18 (mil) | Yr/Yr % Chg | |||||||
Asia Pacific | 346.5 | 24.3 | % | ||||||
North America | 309.3 | 18.3 | % | ||||||
EMEA | 303.1 | 17.1 | % | ||||||
Mexico | 233.0 | 9.2 | % | ||||||
China | 176.8 | 19.6 | % | ||||||
South & Central America | 138.2 | (8.0 | %) | ||||||
Worldwide Total (a) |
1,506.9 | 15.0 | % |
(a) During 2018, the Company adjusted volume point values for
certain products in Mexico, North America and South & Central America.
Excluding these adjustments, the worldwide total year over year change
in volume points would have been an increase of 14.3%.
Regional Net Sales and Foreign Exchange (“FX”) Impact
Region |
Reported Net Sales
|
Growth/Decline
including FX vs. 3Q ‘17 |
Growth/Decline
excluding FX vs. 3Q ‘17 |
|||||||||||||
Asia Pacific | $ | 274.3 | 18.8 | % | 23.3 | % | ||||||||||
North America | $ | 240.0 | 20.1 | % | 20.2 | % | ||||||||||
EMEA | $ | 235.9 | 10.3 | % | 16.9 | % | ||||||||||
Mexico | $ | 121.2 | 6.0 | % | 12.8 | % | ||||||||||
China | $ | 266.5 | 27.0 | % | 29.3 | % | ||||||||||
South & Central America (a) | $ | 104.9 | (10.1 | %) | 640.0 | % | ||||||||||
Worldwide Total |
$ | 1,242.8 | 14.5 | % | 87.8 | % | ||||||||||
South & Central America excl. Venezuela (a) | $ | 101.1 | (12.1 | %) | (0.4 | %) | ||||||||||
Worldwide Total excl. Venezuela (a) |
$ | 1,239.0 | 14.3 | % | 19.0 | % |
(a) Venezuela was impacted by significant price increases and erosion in foreign currency exchange rates. Venezuela represents less than 1% of the Company’s consolidated net sales. See Schedule A – “Reconciliation of Non-GAAP Financial Measures” for a discussion of why we believe adjusting for Venezuela is useful.
Outlook
Following is the Company’s fourth quarter 2018, full year 2018 and full year 2019 guidance based on current business trends:
Three Months Ending | Twelve Months Ending | |||||||||||||||||||||||||
December 31, 2018 |
December 31, 2018 |
|||||||||||||||||||||||||
Low |
High |
Low |
High |
|||||||||||||||||||||||
Volume Point Growth vs 2017 (a) | 8.0 | % | 12.0 | % | 8.6 | % | 9.6 | % | ||||||||||||||||||
Net Sales Growth vs 2017 (b) | 6.5 | % | 10.5 | % | 9.9 | % | 10.9 | % | ||||||||||||||||||
Diluted EPS (b) (c) | $ | 0.35 | $ | 0.45 | $ | 1.99 | $ | 2.09 | ||||||||||||||||||
Adjusted Diluted EPS (b) (c) (d) | $ | 0.50 | $ | 0.60 | $ | 2.74 | $ | 2.84 | ||||||||||||||||||
Cap Ex ($ millions) | $ | 30.0 | $ | 40.0 | $ | 85.0 | $ | 95.0 | ||||||||||||||||||
Effective Tax Rate (b) (c) | 40.0 | % | 50.0 | % | 31.2 | % | 33.2 | % | ||||||||||||||||||
Adjusted Effective Tax Rate (b) (c) (d) | 30.0 | % | 40.0 | % | 25.2 | % | 27.2 | % |
Twelve Months Ending | |||||||||||||
December 31, 2019 |
|||||||||||||
Low |
High |
||||||||||||
Volume Point Growth vs 2018 (a) | 4.0 | % | 8.0 | % | |||||||||
Net Sales Growth vs 2018 (b) | 2.8 | % | 6.8 | % | |||||||||
Diluted EPS (b) (c) | $ | 2.34 | $ | 2.74 | |||||||||
Adjusted Diluted EPS (b) (c) (d) | $ | 2.70 | $ | 3.10 | |||||||||
Cap Ex ($ millions) | $ | 135.0 | $ | 175.0 | |||||||||
Effective Tax Rate (b) (c) | 27.5 | % | 31.5 | % | |||||||||
Adjusted Effective Tax Rate (b) (c) (d) | 27.0 | % | 31.0 | % | |||||||||
Net Sales Growth vs. 2018 (Currency Adjusted) (b) (e) | 5.0 | % | 9.0 | % | |||||||||
Adjusted Diluted EPS (Currency Adjusted) (b) (c) (d) (e) | $ | 2.95 | $ | 3.35 | |||||||||
|
(a) We are evaluating our current approach to assigning and
maintaining volume point values for certain products or markets.
Guidance excludes any future potential impact of volume point
adjustments, which may have an impact on the use of volume points as a
proxy for sales trends in future periods.
(b) Excludes any
future potential Venezuela currency devaluations and associated pricing
and inflationary consequences.
(c) Excludes the following
items that cannot be accurately predicted: any future potential ongoing
tax effects from the exercise of equity awards that could impact the
Company's tax rate due to the updated stock compensation accounting
standard, any future contingent value rights revaluation, benefits from
future potential China grant income, any future potential dilution from
the Company’s convertible notes due in 2019 and 2024, as well as any
impact of the China Growth and Impact Investment Program.
(d)
Adjusted1 diluted EPS and adjusted effective tax rate
excludes the impact of: non-cash interest expense associated with the
Company’s convertible notes, expenses related to regulatory inquiries,
China grant income, contingent value rights revaluation, loss on
extinguishment of convertible debt, loss on extinguishment of the
Company’s 2017 senior secured credit facility and Venezuela currency
devaluation, as detailed in Schedule A. See Schedule A – “Reconciliation
of Non-GAAP Financial Measures” for a detailed reconciliation of
adjusted diluted EPS to diluted EPS calculated in accordance with GAAP
and a discussion of why the Company believe these non-GAAP measures are
useful.
(e) Currency adjusted net sales and adjusted diluted EPS
represent projections translated into US dollars at currency rates equal
to the average rates used to translate 2018 full year net sales and
diluted EPS guidance and adjusted for items such as hedging gains/losses
and Venezuela to be directly comparable to 2018 values. See Schedule A –
“Reconciliation of Non-GAAP Financial Measures” for a detailed
reconciliation of currency adjusted diluted EPS to diluted EPS
calculated in accordance with GAAP and a discussion of why the Company
believes this non-GAAP measure is useful.
Earnings Conference Call
Herbalife Nutrition senior management will host an investor conference call to discuss its recent financial results and provide an update on current business trends on Tuesday, October 30, 2018, at 2:30 p.m. PT (5:30 p.m. ET).
The dial-in number for this conference call for domestic callers is (877) 317-1296, and (262) 320-2006 for international callers (conference ID: 4484316). Live audio of the conference call will be simultaneously webcast in the investor relations section of the Company's website at http://ir.Herbalife.com.
An audio replay will be available following the completion of the conference call in MP3 format or by dialing (855) 859-2056 for domestic callers or (404) 537-3406 for international callers (conference ID: 4484316). The webcast of the teleconference will be archived and available on Herbalife Nutrition's website.
About Herbalife Nutrition Ltd.
Herbalife Nutrition is a global nutrition company whose purpose is to make the world healthier and happier. The Company has been on a mission for nutrition - changing people's lives with great nutrition products and programs - since 1980. Together with our Herbalife Nutrition independent distributors, we are committed to providing solutions to the worldwide problems/trends of poor nutrition and obesity, an aging population, skyrocketing public healthcare costs and a rise in entrepreneurs of all ages. Herbalife Nutrition offers high-quality, science-backed products, most of which are produced in Company-operated facilities, one-on-one coaching with an Herbalife Nutrition independent distributor, and a supportive community approach that inspires customers to embrace a healthier, more active lifestyle.
Herbalife Nutrition’s targeted nutrition, weight-management, energy and fitness and personal care products are available exclusively to and through its independent distributors in more than 90 countries. Through its corporate social responsibility efforts, Herbalife Nutrition supports the Herbalife Nutrition Foundation (HNF) and its Casa Herbalife programs to help bring good nutrition to children in need. Herbalife Nutrition is also proud to sponsor more than 190 world-class athletes, teams and events around the globe.
Herbalife Nutrition has approximately 8,300 employees worldwide, and its shares are traded on the New York Stock Exchange (NYSE: HLF) with net sales of approximately $4.4 billion in 2017. To learn more, visit Herbalife.com or IAmHerbalife.com.
Herbalife Nutrition also encourages investors to visit its investor relations website at ir.herbalife.com as financial and other information is updated and new information is posted.
Forward-Looking Statements
This release contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such as those disclosed or incorporated by reference in our filings with the Securities and Exchange Commission. Important factors that could cause our actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in our forward-looking statements include, among others, the following:
We do not undertake any obligation to update or release any revisions to any forward-looking statement or to report any events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law.
Results of Operations
Herbalife Nutrition Ltd. and Subsidiaries | ||||||||||||||||||||
Condensed Consolidated Statements of Income | ||||||||||||||||||||
(In millions, except per share amounts) | ||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||
9/30/2018 |
9/30/2017 |
9/30/2018 |
9/30/2017 |
|||||||||||||||||
North America | $ | 240.0 | $ | 199.8 | $ | 733.7 | $ | 648.0 | ||||||||||||
EMEA | 235.9 | 213.9 | 744.1 | 648.4 | ||||||||||||||||
Asia Pacific | 274.3 | 230.9 | 772.9 | 686.2 | ||||||||||||||||
Mexico | 121.2 | 114.3 | 353.4 | 334.7 | ||||||||||||||||
China | 266.5 | 209.8 | 765.5 | 668.0 | ||||||||||||||||
South and Central America | 104.9 | 116.7 | 335.6 | 349.1 | ||||||||||||||||
Worldwide Net Sales | 1,242.8 | 1,085.4 | 3,705.2 | 3,334.4 | ||||||||||||||||
Cost of Sales | 218.1 | 215.4 | 693.4 | 638.8 | ||||||||||||||||
Gross Profit | 1,024.7 | 870.0 | 3,011.8 | 2,695.6 | ||||||||||||||||
Royalty Overrides | 344.0 | 310.1 | 1,031.1 | 944.1 | ||||||||||||||||
Selling, General and Administrative Expenses | 499.4 | 445.2 | 1,469.7 | 1,327.0 | ||||||||||||||||
Other Operating Income (1) | (6.0 | ) | (4.6 | ) | (23.9 | ) | (43.5 | ) | ||||||||||||
Operating Income | 187.3 | 119.3 | 534.9 | 468.0 | ||||||||||||||||
Interest Expense, net | 39.9 | 38.4 | 124.1 | 106.5 | ||||||||||||||||
Other Expense, net (2) | 30.9 | - | 60.0 | - | ||||||||||||||||
Income Before Income Taxes | 116.5 | 80.9 | 350.8 | 361.5 | ||||||||||||||||
Income Taxes (3) | 45.3 | 26.4 | 103.1 | 84.2 | ||||||||||||||||
Net Income | $ | 71.2 | $ | 54.5 | $ | 247.7 | $ | 277.3 | ||||||||||||
Weighted-Average Shares Outstanding: | ||||||||||||||||||||
Basic | 136.2 | 159.1 | 141.3 | 162.7 | ||||||||||||||||
Diluted | 145.6 | 165.9 | 150.8 | 170.1 | ||||||||||||||||
Earnings Per Share: | ||||||||||||||||||||
Basic | $ | 0.52 | $ | 0.34 | $ | 1.75 | $ | 1.70 | ||||||||||||
Diluted | $ | 0.49 | $ | 0.33 | $ | 1.64 | $ | 1.63 | ||||||||||||
|
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|
(1) Other Operating Income relates to certain China
government grant income.
(2) Other Expense for the three
months ended September 30, 2018 relates to the $35.4 million loss on
extinguishment of the Company's 2017 senior secured credit facility and
the $4.6 million gain on revaluation of the Contingent Value Rights
(CVR) issued in connection with the October 2017 modified Dutch auction
tender offer. Other Expense for the nine months ended September 30, 2018
relates to the $13.1 million loss on the extinguishment of a portion of
the 2.0% convertible senior notes due 2019 repurchased in March 2018;
the $35.4 million loss on extinguishment of the Company's 2017 senior
secured credit facility and the $11.4 million loss on revaluation of the
CVR.
(3) Includes the impact of excess tax benefit
recognized under ASU 2016-09 of $19.3 million and $0.6 million for the
three months ended September 30, 2018 and 2017, respectively; and $49.6
million and $26.4 million for the nine months ended September 30, 2018
and 2017, respectively.
Herbalife Nutrition Ltd. and Subsidiaries | |||||
Condensed Consolidated Balance Sheets | |||||
(In millions) | |||||
(Unaudited) | |||||
Sep 30, | Dec 31, | ||||
2018 |
2017 |
||||
ASSETS | |||||
Current Assets: | |||||
Cash and cash equivalents | $ 1,110.5 | $ 1,278.8 | |||
Receivables, net | 99.4 | 93.3 | |||
Inventories | 347.5 | 341.2 | |||
Prepaid expenses and other current assets | 199.1 | 147.0 | |||
Total Current Assets | 1,756.5 | 1,860.3 | |||
Property, plant and equipment, net | 352.2 | 377.5 | |||
Marketing-related intangibles and other intangible assets, net | 310.1 | 310.1 | |||
Goodwill | 93.6 | 96.9 | |||
Other assets | 222.4 | 250.3 | |||
Total Assets | $ 2,734.8 | $ 2,895.1 | |||
LIABILITIES AND SHAREHOLDERS' DEFICIT | |||||
Current Liabilities: | |||||
Accounts payable | $ 83.6 | $ 67.8 | |||
Royalty overrides | 275.9 | 277.7 | |||
Current portion of long-term debt | 672.2 | 102.4 | |||
Other current liabilities | 514.3 | 458.9 | |||
Total Current Liabilities | 1,546.0 | 906.8 | |||
Non-current liabilities | |||||
Long-term debt, net of current portion | 1,774.4 | 2,165.7 | |||
Other non-current liabilities | 175.5 | 157.3 | |||
Total Liabilities | 3,495.9 | 3,229.8 | |||
Commitments and Contingencies | |||||
Shareholders' deficit: | |||||
Common shares | 0.1 | 0.1 | |||
Paid-in capital in excess of par value | 346.8 | 407.3 | |||
Accumulated other comprehensive loss | (203.9) | (165.4) | |||
Accumulated deficit | (575.2) | (248.1) | |||
Treasury stock | (328.9) | (328.6) | |||
Total Shareholders' Deficit | (761.1) | (334.7) | |||
Total Liabilities and Shareholders' Deficit | $ 2,734.8 | $ 2,895.1 | |||
Herbalife Nutrition Ltd. and Subsidiaries |
|||||||||
Condensed Consolidated Statements of Cash Flows | |||||||||
(In millions) | |||||||||
(Unaudited) | |||||||||
Nine Months Ended | |||||||||
9/30/2018 |
9/30/2017 |
||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||
Net income | $ | 247.7 | $ | 277.3 | |||||
Adjustments to reconcile net income to net cash provided by | |||||||||
operating activities: | |||||||||
Depreciation and amortization | 76.0 | 73.8 | |||||||
Share-based compensation expenses | 31.8 | 32.6 | |||||||
Non-cash interest expense | 49.4 | 44.8 | |||||||
Deferred income taxes | 6.0 | (4.1 | ) | ||||||
Inventory write-downs | 13.9 | 17.7 | |||||||
Foreign exchange transaction loss | 10.4 | 4.0 | |||||||
Loss on extinguishment of debt | 48.5 | 0.0 | |||||||
Other | 11.3 | (1.1 | ) | ||||||
Changes in operating assets and liabilities: | |||||||||
Receivables | (25.9 | ) | (22.5 | ) | |||||
Inventories | (40.5 | ) | 29.2 | ||||||
Prepaid expenses and other current assets | (52.2 | ) | (3.6 | ) | |||||
Accounts payable | 25.2 | (8.2 | ) | ||||||
Royalty overrides | 14.2 | (6.7 | ) | ||||||
Other current liabilities | 82.3 | (45.0 | ) | ||||||
Other | 11.6 | 16.2 | |||||||
NET CASH PROVIDED BY OPERATING ACTIVITIES | 509.7 | 404.4 | |||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||
Purchases of property, plant and equipment | (55.7 | ) | (67.9 | ) | |||||
Other | - | 0.3 | |||||||
NET CASH USED IN INVESTING ACTIVITIES | (55.7 | ) | (67.6 | ) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||
Borrowings from senior secured credit facility, net of discount | 998.1 | 1,274.0 | |||||||
Principal payments on senior secured credit facility and other debt | (1,231.7 | ) | (468.2 | ) | |||||
Proceeds from convertible senior notes | 550.0 | - | |||||||
Repurchase of convertible senior notes | (582.5 | ) | - | ||||||
Proceeds from senior notes | 400.0 | - | |||||||
Debt issuance costs | (26.8 | ) | (22.6 | ) | |||||
Share repurchases | (740.6 | ) | (346.2 | ) | |||||
Proceeds from settlement of capped call transactions | 55.9 | - | |||||||
Other | 2.4 | 1.6 | |||||||
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES | (575.2 | ) | 438.6 | ||||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (48.0 | ) | 20.6 | ||||||
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (169.2 | ) | 796.0 | ||||||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF PERIOD | 1,295.5 | 856.9 | |||||||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD | $ | 1,126.3 | $ | 1,652.9 | |||||
Supplemental Information
SCHEDULE A: RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(Unaudited and unreviewed), (All tables provide Dollars in millions, except per Share Data)
In addition to its reported results and guidance calculated in accordance with GAAP, the Company has included in this release adjusted net income and adjusted diluted EPS, performance measures that the Securities and Exchange Commission defines as “non-GAAP financial measures.” Management believes that such non-GAAP financial measures, when read in conjunction with the Company’s reported or forecasted results, in each case calculated in accordance with GAAP, can provide useful supplemental information for investors because they facilitate a period to period comparative assessment of the Company’s operating performance relative to its performance based on reported or forecasted results under GAAP, while isolating the effects of some items that vary from period to period without any correlation to core operating performance and eliminate certain charges that management believes do not reflect the Company’s operations and underlying operational performance. The Company’s definition of adjusted net income and adjusted diluted earnings per share may not be comparable to similarly titled measures used by other companies because other companies may not calculate them in the same manner as the Company does and should not be viewed in isolation from nor as alternatives to net income or diluted EPS calculated in accordance with GAAP.
The impact of foreign currency fluctuations in Venezuela and the price increases the Company implements as a result of the highly inflationary economy in that market can each, when considered in isolation, have a disproportionately large impact to the Company’s consolidated results despite the offsetting nature of these drivers and that net sales in Venezuela, which represent less than 1% of the Company’s consolidated net sales, are not material to our consolidated results. Therefore, in certain instances, the Company believes it is helpful to provide additional information with respect to these factors as reported and excluding the impact of Venezuela to illustrate the disproportionate nature of Venezuela’s individual pricing and foreign exchange impact to the Company’s consolidated results. However, excluding the impact of Venezuela from these measures is not in accordance with U.S. GAAP and should not be considered in isolation or as an alternative to the presentation and discussion thereof calculated in accordance with U.S. GAAP.
The following is a reconciliation of net income, presented and reported in accordance with U.S. generally accepted accounting principles, to net income adjusted for certain items:
Three Months Ended | Nine Months Ended | ||||||||||||||||||
9/30/2018 | 9/30/2017 | 9/30/2018 | 9/30/2017 | ||||||||||||||||
(in million) | |||||||||||||||||||
Net income, as reported | $ | 71.2 | $ | 54.5 | $ | 247.7 | $ | 277.3 | |||||||||||
Expenses incurred responding to attacks on the Company's business model (1) (2) | - | 1.1 | - | 4.2 | |||||||||||||||
Expenses related to regulatory inquiries (1) (2) | 1.8 | 3.3 | 6.1 | 10.0 | |||||||||||||||
Non-cash interest expense and amortization of non-cash issuance costs (1) (2) (3) | 12.6 | 12.0 | 40.7 | 35.4 | |||||||||||||||
China grant income (1) (2) | (6.0 | ) | (4.6 | ) | (23.9 | ) | (43.5 | ) | |||||||||||
FTC Consent Order implementation (1) (2) (4) | - | 3.0 | - | 16.7 | |||||||||||||||
Contingent Value Rights revaluation (1) (2) | (4.6 | ) | - | 11.4 | - | ||||||||||||||
Loss on extinguishment of convertible debt (1) (2) (5) | - | - | 13.1 |
- |
|||||||||||||||
Loss on extinguishment of 2017 senior secured credit facility (1) (2) | 35.4 | - | 35.4 |
- |
|||||||||||||||
Venezuela devaluation (1) (2) | - | - | 4.7 | - | |||||||||||||||
Income tax adjustments for above items (1) (2) | (4.8 | ) | (1.6 | ) | (3.5 | ) | 3.9 | ||||||||||||
Net income, as adjusted | $ | 105.6 | $ | 67.7 | $ | 331.7 | $ | 304.0 | |||||||||||
The following table is a reconciliation of diluted shares outstanding, as presented and reported in accordance with GAAP, to adjusted diluted shares outstanding, adjusted to include the impact of outstanding capped call transactions. The Company's outstanding capped call transactions are anti-dilutive and not included in GAAP earnings per share but are expected to mitigate the dilutive effect of the Company's convertible notes due 2019, if the trading price of the Company's stock exceeds the conversion price, up to a certain level. Therefore, the Company has adjusted the diluted shares outstanding to include the impact of the capped calls, based on the average share price for the period that the capped calls are anti-dilutive.
Three Months Ended | Nine Months Ended | ||||||||||
9/30/2018 | 9/30/2017 | 9/30/2018 | 9/30/2017 | ||||||||
(in millions) | |||||||||||
Diluted shares outstanding, as reported | 145.6 | 165.9 | 150.8 | 170.1 | |||||||
Impact of capped call transactions | (3.4 | ) | - | (2.7 | ) | - | |||||
Diluted shares outstanding, as adjusted | 142.2 | 165.9 | 148.1 | 170.1 | |||||||
The following is a reconciliation of diluted earnings per share,
presented and reported in accordance with U.S. generally accepted
accounting principles, to diluted earnings per share adjusted for
certain items.
Three Months Ended | Nine Months Ended | ||||||||||||||||
9/30/2018 | 9/30/2017 | 9/30/2018 | 9/30/2017 | ||||||||||||||
|
(per share) |
||||||||||||||||
Diluted earnings per share, as reported | $ | 0.49 | $ | 0.33 | $ | 1.64 | $ | 1.63 | |||||||||
Impact of adjusted shares outstanding | 0.01 | - | 0.03 | - | |||||||||||||
Diluted earnings per share using adjusted diluted shares outstanding | $ | 0.50 | $ | 0.33 | $ | 1.67 | $ | 1.63 | |||||||||
Expenses incurred responding to attacks on the Company's business model (1) (2) | - | 0.01 | - | 0.02 | |||||||||||||
Expenses related to regulatory inquiries (1) (2) | 0.01 | 0.02 | 0.04 | 0.06 | |||||||||||||
Non-cash interest expense and amortization of non-cash issuance costs (1) (2) (3) | 0.09 | 0.07 | 0.27 | 0.21 | |||||||||||||
China grant income (1) (2) | (0.04 | ) | (0.03 | ) | (0.16 | ) | (0.26 | ) | |||||||||
FTC Consent Order implementation (1) (2) (4) | - | 0.02 | - | 0.10 | |||||||||||||
Contingent Value Rights revaluation (1) (2) | (0.03 | ) | - | 0.08 | - | ||||||||||||
Loss on extinguishment of convertible debt (1) (2) (5) | - | - | 0.09 | - | |||||||||||||
Loss on extinguishment of 2017 senior secured credit facility (1) (2) | 0.25 | - | 0.24 | - | |||||||||||||
Venezuela devaluation (1) (2) | - | - | 0.03 | - | |||||||||||||
Income tax adjustments for above items (1) (2) | (0.03 | ) | (0.01 | ) | (0.02 | ) | 0.02 | ||||||||||
Diluted earnings per share, as adjusted (6) | $ | 0.74 | $ | 0.41 | $ | 2.24 | $ | 1.79 | |||||||||
(1) Based on interim income tax reporting rules, these expenses are not considered discrete items. As a result, the Company's full year effective tax rate is impacted by these items. When applying the full year effective tax rate to year-to-date income, the Company's year-to-date tax provision recorded with respect to these non-GAAP adjustments is different from the forecasted full-year tax provision impact of these items. As a consequence, adjustments to the year-to-date and quarterly tax impacts will be recorded as the adjusted full year effective tax rate is applied to income in subsequent periods. Additionally, adjustments to items unrelated to these non-GAAP adjustments may have an effect on the income tax impact of these non-GAAP adjustments in subsequent periods. The Company plans to update the income tax impact of these items in subsequent interim reporting periods.
(2) Excludes tax (benefit)/expense as follows:
|
|||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
9/30/2018 | 9/30/2017 | 9/30/2018 | 9/30/2017 | ||||||||||||||
(in millions) | |||||||||||||||||
Expenses incurred responding to attacks on the Company's business model | $ | - | $ | (0.2 | ) | $ | - | $ | (1.0 | ) | |||||||
Expenses related to regulatory inquiries | (1.4 | ) | (1.1 | ) | (1.0 | ) | (3.4 | ) | |||||||||
Non-cash interest expense and amortization of non-cash issuance costs | (0.3 | ) | (0.7 | ) | 0.8 | 1.2 | |||||||||||
China grant income | 1.6 | 1.5 | 7.7 | 12.7 | |||||||||||||
FTC Consent Order implementation | - | (1.1 | ) | - | (5.6 | ) | |||||||||||
Contingent Value Rights revaluation | 3.5 | - | 0.7 | - | |||||||||||||
Loss on extinguishment of convertible debt | 0.9 |
- |
(1.2 | ) | - | ||||||||||||
Loss on extinguishment of 2017 senior secured credit facility | (9.2 | ) |
- |
(9.2 | ) | - | |||||||||||
Venezuela devaluation | 0.1 | - | (1.3 | ) | - | ||||||||||||
Total income tax adjustments | $ | (4.8 | ) | $ | (1.6 | ) | $ | (3.5 | ) | $ | 3.9 | ||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
9/30/2018 | 9/30/2017 | 9/30/2018 | 9/30/2017 | ||||||||||||||
(per share) | |||||||||||||||||
Expenses incurred responding to attacks on the Company's business model | $ | - | $ | - | $ | - | $ | (0.01 | ) | ||||||||
Expenses related to regulatory inquiries | (0.01 | ) | (0.01 | ) | (0.01 | ) | (0.02 | ) | |||||||||
Non-cash interest expense and amortization of non-cash issuance costs | - | - | 0.01 | 0.01 | |||||||||||||
China grant income | 0.01 | 0.01 | 0.05 | 0.07 | |||||||||||||
FTC Consent Order Implementation | - | (0.01 | ) | - | (0.03 | ) | |||||||||||
Contingent Value Rights revaluation | 0.02 | - | - | - | |||||||||||||
Loss on extinguishment of convertible debt | 0.01 | - | (0.01 | ) | - | ||||||||||||
Loss on extinguishment of 2017 senior secured credit facility | (0.06 | ) | - | (0.06 | ) | - | |||||||||||
Venezuela devaluation | - | - | (0.01 | ) | - | ||||||||||||
Total income tax adjustments (6) | $ | (0.03 | ) | $ | (0.01 | ) | $ | (0.02 | ) | $ | 0.02 | ||||||
(3) Relates to non-cash expense on the Company's 2.00%
convertible senior notes due 2019 and the related prepaid forward share
repurchase contracts and the 2.625% convertible senior notes due 2024.
(4)
Includes $3.0 million of product discounts related to preferred member
conversions for the nine months ended September 30, 2017.
(5)
Relates to the loss on the extinguishment of a portion of the 2.00%
convertible senior notes due 2019 repurchased in March 2018.
(6)
Amounts may not total due to rounding.
The following is a reconciliation of diluted earnings per share
guidance, presented in accordance with U.S. generally accepted
accounting principles, to adjusted diluted earnings per share guidance
for certain items.
Three Months Ending | Twelve Months Ending | |||||
December 31, 2018 | December 31, 2018 | |||||
Diluted EPS Guidance (1) | $0.35 - $0.45 | $1.99 - $2.09 | ||||
Non-cash interest expense and amortization of non-cash issuance costs (2) | 0.08 | 0.35 | ||||
Expenses related to regulatory inquiries (3) | 0.03 | 0.07 | ||||
China Grant Income (4) | - | (0.16) | ||||
Contingent value rights revaluation (5) | 0.03 | 0.11 | ||||
Loss on extinguishment of convertible debt (6) | - | 0.09 | ||||
Loss on extinguishment of 2017 senior secured credit facility (7) | - | 0.24 | ||||
Venezuela devaluation (8) | - | 0.03 | ||||
Impact of adjusted shares outstanding | 0.01 | 0.04 | ||||
Income tax adjustments for above items (9) | (0.01) | (0.03) | ||||
Adjusted Diluted EPS Guidance (10) | $0.50 - $0.60 | $2.74 - $2.84 | ||||
(1) Excludes the potential ongoing tax effects from the
exercise of equity awards that will impact our tax rate beginning fiscal
year 2017 due to a recently issued Stock Compensation accounting
standard.
(2) Relates to non-cash expense on our
convertible notes and prepaid forward share repurchase contract.
Excludes tax impact of $0.8 million for the three months ending December
31, 2018.
(3) Excludes tax impact of $1.4 million and $2.3
million for the three months ending December 31, 2018 and the twelve
months ending December 31, 2018, respectively.
(4) Excludes
tax impact of $0.8 million and $6.9 million for the three months ending
December 31, 2018 and the twelve months ending December 31, 2018,
respectively.
(5) Excludes tax impact of $0.6 million for
the three months ending December 31, 2018.
(6) Excludes
tax impact of $1.2 million for the three months ending December 31, 2018.
(7)
Excludes tax impact of $1.4 million and $7.8 million for the three
months ending December 31, 2018 and the twelve months ending December
31, 2018, respectively.
(8) Excludes tax impact of $0.2
million and $1.0 million for the three months ending December 31, 2018
and the twelve months ending December 31, 2018, respectively.
(9)
Aggregates the individual tax impacts of each item as described in
greater detail in footnotes 3 through 8 above.
(10)
Amounts may not total due to rounding.
The following is a reconciliation of diluted earnings per share
guidance, presented in accordance with U.S. generally accepted
accounting principles, to adjusted diluted earnings per share guidance
for certain items.
Twelve Months Ending | |||
December 31, 2019 | |||
Diluted EPS Guidance (1) | $2.34 - $2.74 | ||
Non-cash interest expense and amortization of non-cash issuance costs (2) | 0.28 | ||
Impact of adjusted shares outstanding | 0.06 | ||
Expenses related to regulatory inquiries (3) | 0.03 | ||
Income tax adjustments for above items | (0.01) | ||
Adjusted diluted EPS guidance (4) | $2.70 - $3.10 | ||
Constant currency translation excluding Venezuela | $0.18 | ||
Impact of period currency movement offsets (currency hedging, etc.) |
$0.07 | ||
Adjusted diluted EPS guidance (currency adjusted) | $2.95 - $3.35 |
(1) Excludes the potential ongoing tax effects from the
exercise of equity awards that will impact our tax rate beginning fiscal
year 2017 due to a recently issued Stock Compensation accounting
standard.
(2) Relates to non-cash expense on our
convertible notes and prepaid forward share repurchase contract.
(3)
Excludes tax impact of $1.5 million for the twelve months ending
December 31, 2019.
(4) Amounts may not total due to
rounding.
CONTACT:
Herbalife Nutrition Ltd.
Media Contact:
Jennifer Butler
VP,
Media Relations
213.745.0420
or
Investor Contact:
Eric Monroe
Director,
Investor Relations
213.745.0449