HERBALIFE LTD. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with other information, including our condensed consolidated financial statements and related notes included in Part I, Item 1, Financial Statements, and Part II, Item 1A, Risk Factors, of this Quarterly Report on Form 10-Q, and our consolidated financial statements appearing in our Annual Report on Form 10-K for the year endedDecember 31, 2020 , or the 2020 10-K. Unless the context otherwise requires, all references herein to the "Company," "we," "us" or "our," or similar terms, refer toHerbalife Nutrition Ltd. , aCayman Islands exempted company with limited liability, and its consolidated subsidiaries.
Overview
We are a global nutrition company that sells weight management; targeted nutrition; energy, sports, and fitness; and outer nutrition products to and through independent members, or Members. InChina , we sell our products to and through independent service providers and sales representatives to customers and preferred customers, as well as through Company-operated retail platforms when necessary. We refer to Members that distribute our products and achieve certain qualification requirements as "sales leaders." We provide high-quality, science-backed products to Members and their customerswho seek a healthy lifestyle and we also offer a business opportunity to those Memberswho seek additional income. We believe enhanced consumer awareness and demand for our products due to global trends such as the obesity epidemic, increasing interest in a fit and active lifestyle, living healthier and the rise of entrepreneurship, coupled with the effectiveness of personalized selling through a direct sales channel, have been the primary reasons for our continued success. Our products are grouped in four principal categories: weight management; targeted nutrition; energy, sports, and fitness; and outer nutrition, along with literature, promotional, and other items. Our products are often sold through a series of related products and literature designed to simplify weight management and nutrition for consumers and maximize our Members' cross-selling opportunities. While we continue to monitor the current global financial environment and the impacts of the COVID-19 pandemic, we remain focused on the opportunities and challenges in retailing our products and enhancing the customer experience, sponsoring and retaining Members, improving Member productivity, further penetrating existing markets, globalizing successful Daily Methods of Operation, or DMOs, such asNutrition Clubs ,Fit Clubs , and Weight Loss Challenges, introducing new products and globalizing existing products, developing niche market segments and further investing in our infrastructure.
We sell our products in six geographic regions:
?North America ; ?Mexico ; ? South andCentral America ; ? EMEA, which consists ofEurope , theMiddle East , andAfrica ; ?Asia Pacific (excludingChina ); and ?China . OnJuly 15, 2016 , we reached a settlement with theU.S. Federal Trade Commission , orFTC , and entered into the Consent Order, which resolved theFTC's multi-year investigation of the Company. We continue to monitor the impact of the Consent Order and our board of directors established theImplementation Oversight Committee in connection with the Consent Order, and more recently, our Audit Committee assumed oversight of continued compliance with the Consent Order. While we currently do not expect the settlement to have a long-term and materially adverse impact on our business and our Member base, our business and our Member base, particularly in theU.S. , may be negatively impacted. The terms of the Consent Order do not change our going to market through direct selling by independent distributors, and compensating those distributors based upon the product they and their sales organization sell. See Part II, Item 1A, Risk Factors, of this Quarterly Report on Form 10-Q for a discussion of risks related to the settlement with theFTC . 34 --------------------------------------------------------------------------------
COVID-19 Pandemic
DuringMarch 2020 , theWorld Health Organization declared the outbreak of coronavirus disease 2019, or COVID-19, as a pandemic. The outbreak and subsequent global spread of the virus has impacted the general public, companies and state, local and national governments and economies worldwide, as well as global financial markets, and caused unemployment to increase. Public health organizations and international, federal, state and local governments have implemented measures to combat the spread of COVID-19, including restrictions on movement such as quarantines, "stay-at-home" orders and social distancing ordinances and restricting or prohibiting outright some or all forms of commercial and business activity. These measures, or others that may be implemented in the future, although temporary in nature, have continued intermittently for many markets. Our business and operations have been affected by the pandemic in manners, in some cases adversely, and degrees that vary by market and we expect that the effects may extend through 2021 and possibly beyond. For the health and safety of our employees, our Members, and their customers, we implemented temporary access restrictions at many of our physical business locations and locations where Members conduct their business activities, some of which measures continue. Generally, we have been able to satisfy current levels of demand. While demand for our nutritional products continues to be at or above pre-pandemic levels and pandemic constraints have been lessened in most markets, including by the designation of our nutritional business as "essential" or other similar characterization, our operations have been and continue to be disrupted. The most significant impacts we have seen, depending on market, include: ? Broad-based supply chain challenges, including increased costs in freight, labor, and certain raw materials, and constrained ability to deliver product to Members and/or have Members pick product up from our access points due to facility closures and other precautionary measures we have implemented; ? Restrictions or outright prohibitions on in-person training and promotional meetings and events for Members that are a key aspect of our business model, such as our annual regional Extravaganzas; ? Constrained ability of Members to have face-to-face contact with their customers, including atNutrition Clubs ; and ? Slowed office operations as many of our employees have limited access to their regular place of employment.
We and our Members have responded to the pandemic and its impacts on our business and theirs by adapting operations and taking a number of proactive measures to mitigate those impacts. The most significant measures include:
? Adapting product access to the varying market-specific challenges, including shifting to more home product delivery from Member pick-up, and shifting to online or phone orders only from in-person ordering; ? Enhancing our training and promotion of technological tools offered to support Members' online operations and accelerating the launch of certain functionalities, such as functions that facilitate our Members' ability to communicate and transact withNutrition Club customers; ? Members continuing to or increasing the ways they leverage the Internet and social media for customer contact including training, order-taking, and acceptance of payment; ?Member-operated Nutrition Clubs adding to or shifting from on-site offerings of single servings to carry-out and home delivery of single servings, as well as sales of fully packaged products; ? Instituting product purchase limitations for certain in-demand products to help ensure as many Members and their customers have fair access to these products and to minimize out-of-stock conditions; and ? Physical changes at our major facilities, such as our manufacturing plants and distribution centers, including pre-entry temperature checks, face masks for employees, and plexiglass barriers, and employees working from home where possible rather than at company offices. We believe our cash on hand as ofSeptember 30, 2021 and as of the date of this filing, combined with cash flows from operating activities, is sufficient to meet our foreseeable needs for the next twelve months. We also have access to our revolving credit facility to supplement our cash-generating ability if necessary. Although we believe that our responsive measures have been effective in limiting the adverse impact of the pandemic on most markets, the ongoing impact of the COVID-19 pandemic will affect our business, financial condition, and results of operations in future quarters, including their comparability to prior periods. Given the unpredictable, unprecedented, and fluid nature of the pandemic and its economic consequences, we are unable to predict the duration and extent to which the pandemic and its related impacts will impact our business, financial condition, and results of operations. A more detailed discussion of the pandemic's impact on net sales for the third quarter and first nine months of 2021 and its expected impact in future periods, as well as the impacts specific to each geographic region, are discussed further in the Sales byGeographic Region section below. See Part II, Item 1A, Risk Factors, of this Quarterly Report on Form 10-Q for a further discussion of risks related to the COVID-19 pandemic. 35
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Volume Points by
A key non-financial measure we focus on is Volume Points on a Royalty Basis, or Volume Points, which is essentially our weighted-average measure of product sales volume. Volume Points, which are unaffected by exchange rates or price changes, are used by management as a proxy for sales trends because in general, excluding the impact of price changes, an increase in Volume Points in a particular geographic region or country indicates an increase in our local currency net sales while a decrease in Volume Points in a particular geographic region or country indicates a decrease in our local currency net sales. The criteria we use to determine how and when we recognize Volume Points are not identical to our revenue recognition policies underU.S. GAAP. Unlike net sales, which are generally recognized when the product is delivered and when control passes to the Member, as discussed in greater detail in Note 2, Significant Accounting Policies, to the Condensed Consolidated Financial Statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q, we recognize Volume Points when a Member pays for the order, which is generally prior to the product being delivered. Further, the periods in which Volume Points are tracked can vary slightly from the fiscal periods for which we report our results underU.S. GAAP. Therefore, there can be timing differences between the product orders for which net sales are recognized and for which Volume Points are recognized within a given period. However, historically these timing differences generally have been immaterial in the context of using changes in Volume Points as a proxy to explain volume-driven changes in net sales. The specific number of Volume Points assigned to a product, which is generally consistent across all markets, is based on aVolume Point to suggested retail price ratio for similar products. If a product is available in different quantities, the various sizes will have differentVolume Point values. In general, once assigned, aVolume Point value is consistent in each region and country and does not change from year to year. We use Volume Points for Member qualification and recognition purposes, as well as a proxy for sales trends, and therefore we generally keep Volume Points for a similar or like product consistent on a global basis. However, because Volume Points are a function of value rather than product type or size, they are not a reliable measure for product mix. As an example, an increase in Volume Points in a specific country or region could mean a significant increase in sales of less expensive products or a marginal increase in sales of more expensive products. Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2021 2020 % Change 2021 2020 % Change (Volume Points in millions) North America 438.4 501.0 (12.5 )% 1,409.8 1,349.4 4.5 % Mexico 208.3 232.3 (10.3 )% 640.8 655.6 (2.3 )% South and Central America 124.4 150.7 (17.5 )% 374.3 386.5 (3.2 )% EMEA 390.3 423.1 (7.8 )% 1,260.0 1,166.5 8.0 % Asia Pacific 489.5 448.9 9.0 % 1,469.5 1,211.3 21.3 % China 91.6 143.5 (36.2 )% 299.0 412.8 (27.6 )% Worldwide 1,742.5 1,899.5 (8.3 )% 5,453.4 5,182.1 5.2 % Volume Points decreased 8.3% and increased 5.2% for the three and nine months endedSeptember 30, 2021 , including a mixed impact of COVID-19 pandemic conditions across our markets, after having increased 23.2% and 13.8% for the same periods in 2020. The comparative 2021 and 2020 results by region discussed below are greatly impacted, we believe, by the significance and timing of pandemic conditions and our and our Members' ability to respond to the conditions, which varied by region and by market within regions. Although pandemic conditions had adverse operational impacts across all markets, we believe during certain periods our Members in certain markets where we saw increased net sales andVolume Point growth for some periods were more focused on their business due to those conditions, particularly theNorth America region and certain EMEA markets during the second half of 2020 and first half of 2021. We believeNorth America's Volume Point decrease for the third quarter of 2021, after a significant year-over-year increase for the third quarter of 2020, reflects in part the comparison to a 2020 base period that saw a record level of sales. We believe theVolume Point increase for the year-to-date period versus the 2020 period, although well below the rate of year-over-year increase for the 2020 period, reflects both the continuing success and expansion of our Distributors as well as the enhanced motivation and focus of our Members due to pandemic conditions seen through the first half of 2021. We believeMexico's Volume Point decreases for the third quarter and first nine months of 2021, after a year-over-year increase for the third quarter of 2020 and a small decline for the first nine months of 2020, is due to ongoing difficult economic conditions in the market, exacerbated by the adverse impact of intermittent pandemic-related constraints. 36 -------------------------------------------------------------------------------- The South andCentral America region saw a significant decrease in Volume Points for the third quarter of 2021 versus the prior-year period, after a significant year-over-year increase for the third quarter of 2020. The current-year quarter was impacted by continuing intermittent adverse impacts of the pandemic seen across most markets in the region. The first nine months of 2021 saw a smallVolume Point decline versus the 2020 period after essentially even year-over-year results for the 2020 period. The volume decline was greatest inBrazil , our largest market in the region, as it saw adverse pandemic effects as well as longer-term negative momentum. EMEA has seenVolume Point growth in recent years, a result we believe of customer-oriented efforts including Member training, brand awareness, and product line expansion, as well as Member success in leveraging online approaches and new Member recruitment, plus, during the second half of 2020 and first half of 2021, enhanced motivation and focus of our Members due to pandemic conditions. Volume Points declined significantly, however, for the third quarter versus the 2020 period due in part to comparison to base periods that saw record levels of sales. TheAsia Pacific region sawVolume Point increases for the third quarter and first nine months of 2021 versus the prior-year periods, led by theIndia market and continuing favorable long-term trends seen in the region. The third quarterVolume Point growth was below the rate seen for the 2020 period due to intermittent adverse pandemic conditions in most markets.China saw significantVolume Point decreases for the third quarter and first nine months of 2021, versus increases for the prior-year periods. Results for the 2021 periods reflect some adverse near-term impact of efforts we are making to ultimately strengthen the consistency and sustainability of our business inChina and the continuing impact on sales and training meetings of pandemic conditions and the residual effects of the Chinese government's 100-day review of the health product industry, or the Review, which concluded inApril 2019 . Also notable is that the growth rates for the 2020 periods were favorably impacted by weakened 2019 base periods due to disruption from Review. Across most markets, we expect COVID-19 pandemic conditions to continue to impactVolume Point results; however, we are unable to predict the duration or magnitude of these effects. Results and more regional or country-specific impacts of the COVID-19 pandemic are discussed further below in the applicable sections of Sales byGeographic Region .
Presentation
"Net sales" represent product sales to our Members, net of "distributor allowances," and inclusive of any shipping and handling revenues, as described further below.
Our Members purchase product from us at a suggested retail price, less discounts referred to as "distributor allowance." Each Member's level of discount is determined by qualification based on their volume of purchases. In cases where a Member has qualified for less than the maximum discount, the remaining discount, which we also refer to as a wholesale commission, is received by their sponsoring Members. Distributor allowances may also vary by country depending upon regulatory restrictions that limit or otherwise restrict distributor allowances. We also offer reduced distributor allowances with respect to certain products worldwide. ForU.S. GAAP purposes, shipping and handling services relating to product sales are recognized as fulfillment activities on our performance obligation to transfer products and are therefore recorded within net sales as part of product sales and are not considered as separate revenues. In certain geographic markets, we have introduced segmentation of our Member base into two categories: "preferred members" -who are simply consumerswho wish to purchase product for their own household use, and "distributors" -who are Memberswho also wish to resell products or build a sales organization. Additionally, in certain markets we are simplifying our pricing by eliminating certain shipping and handling charges and recovering those costs within suggested retail price. As we continue to extend the segmentation of our distributors and preferred members to additional geographic markets and consider other pricing simplification efforts for our Members, the utility of, and therefore management's reliance on, total retail value has decreased and we have discontinued the disclosure of this non-GAAP retail value information. Our international operations have provided and will continue to provide a significant portion of our total net sales. As a result, total net sales will continue to be affected by fluctuations in theU.S. dollar against foreign currencies. In order to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency fluctuations, in addition to comparing the percent change in net sales from one period to another inU.S. dollars, we also compare the percent change in net sales from one period to another period using "net sales in local currency." Net sales in local currency is not aU.S. GAAP financial measure. Net sales in local currency removes from net sales inU.S. dollars the impact of changes in exchange rates between theU.S. dollar and the local currencies of our foreign subsidiaries, by translating the current period net sales intoU.S. dollars using the same foreign currency exchange rates that were used to translate the net sales for the previous comparable period. We believe presenting net sales in local currency is useful to investors because it allows a meaningful comparison of net sales of our foreign operations from period to period. However, net sales in local currency measures should not be considered in isolation or as an alternative to net sales inU.S. dollar measures that reflect current period exchange rates, or to other financial measures calculated and presented in accordance withU.S. GAAP. 37 -------------------------------------------------------------------------------- Additionally, the impact of foreign currency fluctuations inVenezuela and the price increases we implement as a result of the highly inflationary economy in that market can each, when considered in isolation, have a disproportionately large impact to our consolidated results despite the offsetting nature of these drivers and that net sales inVenezuela , which represent less than 1% of our consolidated net sales, are not material to our consolidated results. Therefore, in certain instances, we believe it is helpful to provide additional information with respect to these factors as reported and excluding the impact ofVenezuela to illustrate the disproportionate nature ofVenezuela's individual pricing and foreign exchange impact to our consolidated results. However, excluding the impact ofVenezuela from these measures is not in accordance withU.S. GAAP and should not be considered in isolation or as an alternative to the presentation and discussion thereof calculated in accordance withU.S. GAAP. Our "gross profit" consists of net sales less "cost of sales," which represents our manufacturing costs, the price we pay to our raw material suppliers and manufacturers of our products as well as shipping and handling costs including duties, tariffs, and similar expenses. While certain Members may profit from their activities by reselling our products for amounts greater than the prices they pay us, Members that develop, retain, and manage other Members may earn additional compensation for those activities, which we refer to as "Royalty overrides." Royalty overrides are a significant operating expense and consist of: ? royalty overrides and production bonuses; ? the Mark Hughes bonus payable to some of our most senior Members; and ? other discretionary incentive cash bonuses to qualifying Members. Royalty overrides are compensation to Members for the development, retention and improved productivity of their sales organizations and are paid to several levels of Members on each sale. Royalty overrides are compensation for services rendered to us and, as such, are recorded as an operating expense. InChina , our independent service providers are compensated for marketing, sales support, and other services instead of the distributor allowances and royalty overrides utilized in our global Marketing Plan. Service fees toChina independent service providers are included in selling, general, and administrative expenses. Because of local country regulatory constraints, we may be required to modify our Member incentive plans as described above. We also pay reduced royalty overrides with respect to certain products worldwide. Consequently, the total Royalty override percentage may vary over time.
Our "contribution margins" consist of net sales less cost of sales and Royalty overrides.
"Selling, general, and administrative expenses" represent our operating expenses, which include labor and benefits, service fees toChina independent service providers, sales events, professional fees, travel and entertainment, Member promotions, occupancy costs, communication costs, bank fees, depreciation and amortization, foreign exchange gains and losses, and other miscellaneous operating expenses.
Our "other operating income" consists of government grant income related to
Our "other expense, net" consists of non-operating income and expenses such as gains or losses on extinguishment of debt.
Most of our sales to Members outsidethe United States are made in the respective local currencies. In preparing our financial statements, we translate revenues intoU.S. dollars using average exchange rates. Additionally, the majority of our purchases from our suppliers generally are made inU.S. dollars. Consequently, a strengthening of theU.S. dollar versus a foreign currency can have a negative impact on our reported sales and contribution margins and can generate foreign currency losses on intercompany transactions. Foreign currency exchange rates can fluctuate significantly. From time to time, we enter into foreign currency derivatives to partially mitigate our foreign currency exchange risk as discussed in further detail in Part I, Item 3, Quantitative and Qualitative Disclosures about Market Risk, of this Quarterly Report on Form 10-Q. 38 --------------------------------------------------------------------------------
Summary Financial Results
Net sales for the three and nine months endedSeptember 30, 2021 were$1,430.9 million and$4,484.8 million , respectively. Net sales decreased$90.9 million , or 6.0% ($90.8 million , or 6.0% excludingVenezuela ), and increased$353.7 million , or 8.6% ($353.7 million , or 8.6% excludingVenezuela ), for the three and nine months endedSeptember 30, 2021 , respectively, as compared to the same periods in 2020. In local currency, net sales decreased 7.3% and increased 6.2% (decreased 7.6% and increased 5.7% excludingVenezuela ) for the three and nine months endedSeptember 30, 2021 , respectively, as compared to the same periods in 2020. The 6.0% decrease in net sales for the three months endedSeptember 30, 2021 was primarily driven by a decrease in sales volume, as indicated by an 8.3% decrease in Volume Points, and a 2.5% unfavorable impact of country sales mix, partially offset by a 2.8% favorable impact of price increases (2.5% favorable impact excludingVenezuela ) and a 1.3% favorable impact of fluctuations in foreign currency exchange rates (1.6% favorable impact excludingVenezuela ). The 8.6% increase in net sales for the nine months endedSeptember 30, 2021 was primarily driven by an increase in sales volume, as indicated by a 5.2% increase in Volume Points, a 3.0% favorable impact of price increases (2.4% favorable impact excludingVenezuela ), and a 2.4% favorable impact of fluctuations in foreign currency exchange rates (2.9% favorable impact excludingVenezuela ), partially offset by a 2.8% unfavorable impact of country sales mix. Net income for the three and nine months endedSeptember 30, 2021 was$117.4 million , or$1.09 per diluted share, and$409.0 million , or$3.73 per diluted share, respectively. Net income decreased$20.7 million , or 15.0%, and increased$110.2 million , or 36.9%, for the three and nine months endedSeptember 30, 2021 , respectively, as compared to the same periods in 2020. The decrease in net income for the three months endedSeptember 30, 2021 was mainly due to$60.3 million lower contribution margin driven by lower net sales, partially offset by$43.4 million lower selling, general, and administrative expenses. The increase in net income for the nine months endedSeptember 30, 2021 was mainly due to$93.6 million higher contribution margin driven by higher net sales and$60.6 million lower selling, general, and administrative expenses driven by$83.1 million of expenses relating to theSEC and DOJ investigations relating to the FCPA matter inChina in 2020 (See Note 5, Contingencies, to the Condensed Consolidated Financial Statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q), partially offset by a$24.6 million loss on extinguishment of our 2026 Notes (See Note 4, Long-Term Debt, to the Condensed Consolidated Financial Statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q) and$23.0 million higher interest expense, net. Net income for the three months endedSeptember 30, 2021 included a$6.0 million pre-tax unfavorable impact ($6.5 million post-tax) of non-cash interest expense related to the 2024 Convertible Notes (See Note 4, Long-Term Debt, to the Condensed Consolidated Financial Statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q); a$3.9 million pre-tax unfavorable impact ($3.7 million post-tax) of transformation initiative expenses, primarily relating to professional fees; a$2.5 million pre-tax unfavorable impact ($2.3 million post-tax) from expenses related to the COVID-19 pandemic, and such expenses are expected to continue in future periods; a$0.6 million pre-tax unfavorable impact ($0.5 million post-tax) of debt issuance costs related to the amendment of our 2018 Credit Facility (See Note 4, Long-Term Debt, to the Condensed Consolidated Financial Statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q); a$0.2 million favorable impact of loss on extinguishment of our 2026 Notes; and a$0.1 million unfavorable impact of non-income tax items. Net income for the nine months endedSeptember 30, 2021 included a$24.6 million pre-tax unfavorable impact ($19.1 million post-tax) of loss on extinguishment of our 2026 Notes; a$17.6 million pre-tax unfavorable impact ($18.3 million post-tax) of non-cash interest expense related to the 2024 Convertible Notes; an$11.8 million pre-tax unfavorable impact ($9.7 million post-tax) from expenses related to the COVID-19 pandemic, and such expenses are expected to continue in future periods; a$7.6 million pre-tax unfavorable impact ($6.9 million post-tax) of transformation initiative expenses, primarily relating to professional fees; a$7.4 million pre-tax favorable impact ($5.6 million post-tax) of net benefit on non-income tax items; and a$1.7 million pre-tax unfavorable impact ($1.4 million post-tax) of debt issuance costs related to the amendment of our 2018 Credit Facility. The income tax impact of the expenses discussed above is based on forecasted items affecting our 2021 full year effective tax rate. Adjustments to forecasted items unrelated to these expenses, as well as impacts related to interim reporting, will have an effect on the income tax impact of these items in subsequent periods. Net income for the three months endedSeptember 30, 2020 included a$5.5 million pre-tax unfavorable impact ($5.1 million post-tax) of non-cash interest expense related to the 2024 Convertible Notes; a$4.7 million pre-tax unfavorable impact ($4.4 million post-tax) from expenses related to the COVID-19 pandemic; and a$0.4 million pre-tax unfavorable impact ($4.7 million post-tax) from expenses related to regulatory inquiries. Net income for the nine months endedSeptember 30, 2020 included an$85.7 million unfavorable impact ($81.0 million post-tax) from expenses related to regulatory inquiries and a legal accrual, which includes$83.1 million of expenses relating to theSEC and DOJ investigations relating to the FCPA matter inChina ; a$16.6 million pre-tax unfavorable impact ($14.6 million post-tax) from expenses related to the COVID-19 pandemic; a$16.2 million pre-tax unfavorable impact ($16.4 million post-tax) of non-cash interest expense related to the 2024 Convertible Notes; and a$0.5 million pre-tax unfavorable impact ($0.4 million post-tax) of debt issuance costs related to the amendment of our 2018 Credit Facility. 39
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Results of Operations
Our results of operations for the periods below are not necessarily indicative of results of operations for future periods, which depend upon numerous factors, including our ability to sponsor Members and retain sales leaders, further penetrate existing markets, introduce new products and programs that will help our Members increase their retail efforts and develop niche market segments.
The following table sets forth selected results of our operations expressed as a percentage of net sales for the periods indicated:
Three Months Ended Nine Months Ended
September 30, September 30, September 30, September 30,
2021 2020 2021 2020
Operations:
Net sales 100.0 % 100.0 % 100.0 % 100.0 %
Cost of sales 21.3 21.2 21.0 20.4
Gross profit 78.7 78.8 79.0 79.6
Royalty overrides(1) 31.5 30.4 31.4 30.3
Selling, general, and administrative
expenses(1) 34.0 34.8 33.4 37.7
Other operating income - - (0.3 ) (0.3 )
Operating income 13.2 13.6 14.5 11.9
Interest expense, net 2.6 2.3 2.5 2.1
Other expense, net - - 0.6 -
Income before income taxes 10.6 11.3 11.4 9.8
Income taxes 2.4 2.2 2.3 2.6
Net income 8.2 % 9.1 % 9.1 % 7.2 %
(1) Service fees to our independent service providers in China are included in
selling, general, and administrative expenses while Member compensation for all
other countries is included in Royalty overrides.
Reporting Segment Results
We aggregate our operating segments, excludingChina , into a reporting segment, or the Primary Reporting Segment. The Primary Reporting Segment includes theNorth America ,Mexico , South andCentral America , EMEA, andAsia Pacific regions.China has been identified as a separate reporting segment as it does not meet the criteria for aggregation. See Note 6, Segment Information, to the Condensed Consolidated Financial Statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q for further discussion of our reporting segments. See below for discussions of net sales and contribution margin by our reporting segments.
The Primary Reporting Segment reported net sales of$1,276.9 million and$3,985.7 million for the three and nine months endedSeptember 30, 2021 , respectively, representing a decrease of$24.9 million , or 1.9% ($24.8 million , or 1.9% excludingVenezuela ), and an increase of$474.0 million , or 13.5% ($474.0 million , or 13.5% excludingVenezuela ), for the three and nine months endedSeptember 30, 2021 , respectively, as compared to the same periods in 2020. In local currency, net sales decreased 2.7% and increased 11.8% (decreased 3.1% and increased 11.2% excludingVenezuela ) for the three and nine months endedSeptember 30, 2021 , respectively, as compared to the same periods in 2020. The 1.9% decrease in net sales for the three months endedSeptember 30, 2021 was primarily due to a decrease in sales volume, as indicated by a 6.0% decrease in Volume Points, partially offset by a 3.3% favorable impact of price increases (2.9% favorable impact excludingVenezuela ) and a 0.8% favorable impact of fluctuations in foreign currency exchange rates (1.2% favorable impact excludingVenezuela ). The 13.5% increase in net sales for the nine months endedSeptember 30, 2021 was primarily due to an increase in sales volume, as indicated by an 8.1% increase in Volume Points, a 3.5% favorable impact of price increases (2.9% favorable impact excludingVenezuela ), and a 1.7% favorable impact of fluctuations in foreign currency exchange rates (2.3% favorable impact excludingVenezuela ).
For a discussion of
Contribution Margin by Reporting Segment
As discussed above under "Presentation," contribution margin consists of net sales less cost of sales and Royalty overrides.
40
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The Primary Reporting Segment reported contribution margin of $538.8 million , or
42.2% of net sales, and $1,690.3 million , or 42.4% of net sales, for the three
and nine months ended September 30, 2021 , respectively, representing an increase
of $0.6 million , or 0.1% ($0.3 million , or 0.1% excluding Venezuela ), and $204.9
million , or 13.8% ($204.4 million , or 13.8% excluding Venezuela ), for the three
and nine months ended September 30, 2021 , respectively, as compared to the same
periods in 2020. The 0.1% increase in contribution margin for the three months
ended September 30, 2021 was primarily the result of a 5.4% favorable impact of
price increases (4.8% favorable impact excluding Venezuela ), partially offset by
a 6.0% unfavorable impact of volume decreases. The 13.8% increase in
contribution margin for the nine months ended September 30, 2021 was primarily
the result of an 8.1% favorable impact of volume increases and a 5.6% favorable
impact of price increases (4.6% favorable impact excluding Venezuela ).
China reported contribution margin of $136.9 million and $442.0 million for the
three and nine months ended September 30, 2021 , respectively, representing a
decrease of $60.9 million , or 30.8%, and $111.3 million , or 20.1%, for the three
and nine months ended September 30, 2021 , respectively, as compared to the same
periods in 2020. The 30.8% decrease in contribution margin for the three months
ended September 30, 2021 was primarily the result of a 36.2% unfavorable impact
of volume decreases, partially offset by a 5.3% favorable impact of fluctuations
in foreign currency exchange rates. The 20.1% decrease in contribution margin
for the nine months ended September 30, 2021 was primarily the result of a 27.6%
unfavorable impact of volume decreases, partially offset by a 6.1% favorable
impact of fluctuations in foreign currency exchange rates.
Sales by
Net sales by geographic region were as follows:
Three Months Ended Nine Months Ended
September 30, September 30, September 30, September 30,
2021 2020 % Change 2021 2020 % Change
(Dollars in millions)
North America $ 354.8 $ 398.7 (11.0 )% $ 1,126.6 $ 1,062.4 6.0 %
Mexico 117.5 110.3 6.5 % 354.5 321.6 10.2 %
South and Central America 89.2 102.7 (13.1 )% 272.0 264.6 2.8 %
EMEA 321.9 334.3 (3.7 )% 1,043.8 893.3 16.8 %
Asia Pacific 393.5 355.8 10.6 % 1,188.8 969.8 22.6 %
China 154.0 220.0 (30.0 )% 499.1 619.4 (19.4 )%
Worldwide $ 1,430.9 $ 1,521.8 (6.0 )% $ 4,484.8 $ 4,131.1 8.6 %
Changes in net sales are directly associated with the retailing of our products,
recruitment of new Members, and retention of sales leaders. Our strategies
involve providing quality products, improved DMOs, including daily consumption
approaches such as Nutrition Clubs , easier access to product, systemized
training and education of Members on our products and methods, leveraging
technology to make it easier for our Members to do business, and continued
promotion and branding of Herbalife products.
Management's role, in-country and at the region and corporate level, is to
provide Members with a competitive, broad, and innovative product line, offer
leading-edge business tools and technology services, and encourage strong
teamwork and Member leadership to make doing business with Herbalife simple. We
have provided to our Members enhanced technology tools for ordering, business
performance, and customer retailing to make it easier for them to do business
with us and to optimize their customers' experiences. Management uses the
Marketing Plan, which reflects the rules for our global network marketing
organization that specify the qualification requirements and general
compensation structure for Members, coupled with educational and motivational
programs and promotions to encourage Members to increase retailing, retention,
and recruiting, which in turn affect net sales. Such programs include sales
events such as Extravaganzas, Leadership Development Weekends and World Team
Schools where large groups of Members network with other Members, learn
retailing, retention, and recruiting techniques from our leading Members, and
become more familiar with how to market and sell our products and business
opportunities. Accordingly, management believes that these development and
motivation programs increase the productivity of the sales leader network. The
expenses for such programs are included in selling, general, and administrative
expenses. We also use event and non-event product promotions to motivate Members
to increase retailing, retention, and recruiting activities. These promotions
have prizes ranging from qualifying for events to product prizes and vacations.
A program that we have seen success with in many markets is the Member
Activation Program, under which new Members, who order a modest number of Volume
Points in each of their first three months, earn a prize. Our objective is to
improve the quality of sales leaders by encouraging new Members to begin
acquiring retail customers before attempting to qualify for sales leader status.
Additionally, in certain markets we have begun to utilize the segmentation of
our Member base into "preferred members" and "distributors" for more targeted
and efficient communication and promotions for these two differently motivated
types of Members. In certain other markets that have not been segmented, we have
begun using Member data to similarly categorize Members for communication and
promotion efforts.
41
-------------------------------------------------------------------------------- DMOs are being generated in many of our markets and are globalized where applicable through the combined efforts of Members and country, regional and corporate management. While we support a number of different DMOs, one of the most popular DMOs is the daily consumption DMO. Under our traditional DMO, a Member typically sells to its customers on a somewhat infrequent basis (e.g., monthly) which provides fewer opportunities for interaction with their customers. Under a daily consumption DMO, a Member interacts with its customers on a more frequent basis, including such activities as weekly weigh-ins, which enables the Member to better educate and advise customers about nutrition and the proper use of the products and helps promote daily usage as well, thereby helping the Member grow his or her business. Specific examples of globalized DMOs include theNutrition Club concept inMexico , the Healthy Breakfast concept inRussia , and the Weight Loss Challenge inthe United States . Management's strategy is to review the applicability of expanding successful country initiatives throughout a region, and where appropriate, support the globalization of these initiatives. As discussed further by market below, the Company has responded to COVID-19 pandemic conditions by adapting how it communicates with, services, and transacts with our Members and our Members have similarly adapted their DMOs and other activities. These responsive actions have varied by region and by market due to the differing market- and regional-specific impacts of the pandemic and the conditions and challenges unique to a particular market or region independent of the impacts of the pandemic. The factors described above help Members increase their business, which in turn helps driveVolume Point growth in our business, and thus, net sales growth. The discussion below of net sales details some of the specific drivers of changes in our business and causes of sales fluctuations during the three and nine months endedSeptember 30, 2021 as compared to the same periods in 2020, as well as the unique growth or contraction factors specific to certain geographic regions or significant markets within a region during these periods. Net sales fluctuations, both Company-wide and within a particular geographic region or market, are primarily the result of changes in volume, changes in prices, or changes in foreign currency translation rates. The discussion of changes in net sales quantifies the impact of those drivers that are quantifiable such as changes in foreign currency translation rates, and cites the estimated impact of any significant price changes. The remaining drivers, which management believes are the primary drivers of changes in volume, are typically qualitative factors whose impact cannot be quantified. We use Volume Points as an indication for changes in sales volume. We expect the impact of the COVID-19 pandemic to impact our results of operations in future quarters and their comparability to prior periods, both on a consolidated basis and at the regional level. However, given the unpredictable, unprecedented, and fluid nature of the pandemic and its economic consequences, we are unable to predict the extent to which the pandemic and its related impacts will adversely impact our business, financial condition, and results of operations, including the impact it may have on our regions and individual markets. See below for a more detailed discussion of the pandemic's impact on net sales for the third quarter and first nine months of 2021 for each geographic region and individual market.
TheNorth America region reported net sales of$354.8 million and$1,126.6 million for the three and nine months endedSeptember 30, 2021 , respectively. Net sales decreased$43.9 million , or 11.0%, and increased$64.2 million , or 6.0%, for the three and nine months endedSeptember 30, 2021 , respectively, as compared to the same periods in 2020. In local currency, net sales decreased 11.1% and increased 5.8% for the three and nine months endedSeptember 30, 2021 , respectively, as compared to the same periods in 2020. The 11.0% decrease in net sales for the three months endedSeptember 30, 2021 was primarily due to a decrease in sales volume, as indicated by a 12.5% decrease in Volume Points, partially offset by a 1.0% favorable impact of price increases. The 6.0% increase in net sales for the nine months endedSeptember 30, 2021 was primarily due to an increase in sales volume, as indicated by a 4.5% increase in Volume Points, and a 1.4% favorable impact of price increases. Net sales in theU.S. were$345.3 million and$1,093.0 million for the three and nine months endedSeptember 30, 2021 , respectively. Net sales decreased$41.4 million , or 10.7%, and increased$59.1 million , or 5.7%, for the three and nine months endedSeptember 30, 2021 , respectively, as compared to the same periods in 2020. The region has generally seen growth in recent years, supported by product line expansion and deployment of enhanced technology tools to support our distributors' businesses and optimize their customers' experiences with Herbalife. The number of activeNutrition Clubs in the region has continued to grow and the Nutrition Club DMO is a focus area for training and technological support of our Members. Our communications, promotions, and other operations in the region are targeted to our distributors, or their preferred members or retail customers as appropriate. Our promotional program is designed to encourage consistency and sustainability in our Members' businesses. Additionally, we believe that pandemic conditions may have been a contributing factor in the motivation and focus of our Members, contributing to year-over-year sales volume increases during the second half of 2020 and the first half of 2021.
The third quarter of 2021 saw a sales volume decline compared to the 2020 period, due in part to comparison to a base period that saw a record level of sales. Higher sales in the Energy, Sports, and Fitness product category contributed to sales volume for the quarter.
42
--------------------------------------------------------------------------------
In response to the pandemic conditions, product distribution to our Members was
temporarily altered during 2020 to allow online and phone-in orders only.
Currently, two of our three major U.S. distribution centers are shipping product
only, with no in-person pick-ups permitted, and our sales centers are for
pick-up only, with no orders taken on-site; however, our Members' ability to
obtain product has not materially decreased. Our access points, including
distribution centers and sales centers, generally allow in-person pick-up
orders, with exceptions as local conditions warrant; however, our access points
generally continue to not allow in-person orders. Members' Nutrition Clubs ,
which represent a major DMO for the region, are operating in some areas as
pick-up points for product only, and returning to traditional on-site
consumption approach as local conditions allow. Nutrition Club sales volume
increased for both the quarter and the year-to-date period versus the prior-year
periods, including the impact of home deliveries from Nutrition Clubs to their
customers, an approach that has seen increased use as a response to the
pandemic. Our Member training and promotion events, such as our Success Training
Seminars and our Leadership Development Weekends, have shifted to a "virtual"
online approach, with in-person events to be reinstituted commencing in the
fourth quarter on a case-by-case basis as conditions allow. Promotional
activities aimed at our Members continue, though prizes that have involved
travel to events have shifted to cash and other awards. Certain modified
practices by us and our Members may prove to be lasting improvements, such as
events and trainings that are offered virtually as well as in-person and
expanded use of social media channels.
TheMexico region reported net sales of$117.5 million and$354.5 million for the three and nine months endedSeptember 30, 2021 , respectively. Net sales increased$7.2 million , or 6.5%, and$32.9 million , or 10.2%, for the three and nine months endedSeptember 30, 2021 , respectively, as compared to the same periods in 2020. In local currency, net sales decreased 3.5% and increased 2.5% for the three and nine months endedSeptember 30, 2021 , respectively, as compared to the same periods in 2020. The 6.5% increase in net sales for the three months endedSeptember 30, 2021 was primarily due to a 10.0% favorable impact of fluctuations in foreign currency exchange rates, a 4.1% favorable impact of price increases, and a 1.2% favorable impact of timing differences between the recognition of net sales and Volume Points, partially offset by a decrease in sales volume, as indicated by a 10.3% decrease in Volume Points. The 10.2% increase in net sales for the nine months endedSeptember 30, 2021 was primarily due to a 7.7% favorable impact of fluctuations in foreign currency exchange rates and a 4.3% favorable impact of price increases, partially offset by a decrease in sales volume, as indicated by a 2.3% decrease in Volume Points.Mexico saw lower sales volume for the quarter and year-to-date period versus the prior-year periods.Mexico has faced ongoing difficult economic conditions, as well as the adverse impact of intermittent pandemic-related constraints, particularly onNutrition Club operations which are important to the market. Although nearly all product access points inMexico , both Company-operated and third party, have remained open, in some areasNutrition Clubs are operating under restrictions such as for product pick-up only. DuringMarch 2021 we introduced Member segmentation to the market by adding a preferred customer program option for new Members; we have seen some decline in new Members since that time which we believe is due in part to Members adapting to the segmentation.
South and
The South andCentral America region reported net sales of$89.2 million and$272.0 million for the three and nine months endedSeptember 30, 2021 , respectively. Net sales decreased$13.5 million , or 13.1% ($13.3 million , or 13.1% excludingVenezuela ), and increased$7.4 million , or 2.8% ($7.4 million , or 2.8% excludingVenezuela ), for the three and nine months endedSeptember 30, 2021 , respectively, as compared to the same periods in 2020. In local currency, net sales decreased 4.8% and increased 15.0% (decreased 9.9% and increased 7.0% excludingVenezuela ) for the three and nine months endedSeptember 30, 2021 , respectively, as compared to the same periods in 2020. The 13.1% decrease in net sales for the three months endedSeptember 30, 2021 was due to a decrease in sales volume, as indicated by a 17.5% decrease in Volume Points, and an 8.3% unfavorable impact of fluctuations in foreign currency exchange rates (3.2% unfavorable impact excludingVenezuela ), partially offset by a 9.9% favorable impact of price increases (4.8% favorable impact excludingVenezuela ). The 2.8% increase in net sales for the nine months endedSeptember 30, 2021 was due to a 12.5% favorable impact of price increases (4.5% favorable impact excludingVenezuela ) and a 4.0% favorable impact of sales mix, partially offset by a 12.2% unfavorable impact of fluctuations in foreign currency exchange rates (4.2% unfavorable impact excludingVenezuela ) and a decrease in sales volume, as indicated by a 3.2% decrease in Volume Points. The region saw sales volume decreases for the quarter and, to a lesser extent, the year-to-date period versus the prior-year periods. For the third quarter, the sales volume decline was seen across most markets in the region due, we believe, to continuing intermittent adverse impacts of the pandemic seen across most markets. For the year-to-date period, region results were mixed by market. Sales volume declines were greatest inBrazil , our largest market in the region; sales volume increases were led byChile andPeru . 43 -------------------------------------------------------------------------------- Pandemic impacts have varied by market across the region, but have at times included product shipping delays and suspension of product access points andMembers' Nutrition Clubs , requiring reliance on shipping product to Members' and customers' homes. More broadly, markets across the region are focused on building more sustainable business for our Members through daily product consumption and retailing. We believe the region is seeing success leveraging social media, utilizing cash prize promotions, and using the weight management challenge DMO. The region is also introducing Member segmentation on a market-by-market basis by adding preferred customer program options for new Members. Net sales inBrazil were$15.9 million and$49.2 million for the three and nine months endedSeptember 30, 2021 , respectively. Net sales decreased$4.9 million , or 23.6%, and$13.2 million , or 21.1%, for the three and nine months endedSeptember 30, 2021 , respectively, as compared to the same periods in 2020. In local currency, net sales decreased 25.7% and 15.3% for the three and nine months endedSeptember 30, 2021 , respectively, as compared to the same periods in 2020. The fluctuation of foreign currency exchange rates had a favorable impact of$0.4 million and an unfavorable impact of$3.6 million on net sales for the three and nine months endedSeptember 30, 2021 , respectively. Sales volumes declined in the market for the quarter and year-to-date period versus the prior-year periods. COVID-19 pandemic conditions continue in the market and have constrained our business and that of our Members, particularly the important Nutrition Club DMO. AlthoughMembers' Nutrition Clubs are currently operating, we have seen declines in both the number of Clubs and their customer traffic. Home delivery is operating and other product access points are open for pick-up. More broadly, the market has seen some years of negative momentum, though we continue to support our Members with innovative measures, such as the Preferred Member program, and work with Member leadership to identify best practices for replication within the market. Net sales inPeru were$14.0 million and$45.3 million for the three and nine months endedSeptember 30, 2021 , respectively. Net sales decreased$3.1 million , or 18.0%, and increased$0.7 million , or 1.4%, for the three and nine months endedSeptember 30, 2021 , respectively, as compared to the same periods in 2020. In local currency, net sales decreased 6.5% and increased 12.1% for the three and nine months endedSeptember 30, 2021 , respectively, as compared to the same periods in 2020. The fluctuation of foreign currency exchange rates had an unfavorable impact of$2.0 million and$4.8 million on net sales for the three and nine months endedSeptember 30, 2021 , respectively. Sales volume decreased for the quarter and increased for the year-to-date period versus the respective prior-year periods. The market continues to experience intermittent disruptions due to COVID-19 pandemic conditions, and we have adapted our business with steps including taking orders by Internet and phone and shipping product to Member homes.Members' Nutrition Clubs were also modified for home delivery only or are open for partial operation. The market has seen Members' leveraging social media and using the weight management challenge DMO.
EMEA
The EMEA region reported net sales of$321.9 million and$1,043.8 million for the three and nine months endedSeptember 30, 2021 , respectively. Net sales decreased$12.4 million , or 3.7%, and increased$150.5 million , or 16.8%, for the three and nine months endedSeptember 30, 2021 , respectively, as compared to the same periods in 2020. In local currency, net sales decreased 4.5% and increased 12.6% for the three and nine months endedSeptember 30, 2021 , respectively, as compared to the same periods in 2020. The 3.7% decrease in net sales for the three months endedSeptember 30, 2021 was primarily due to a decrease in sales volume, as indicated by a 7.8% decrease in Volume Points, partially offset by a 2.9% favorable impact of price increases and a 0.8% favorable impact of fluctuations in foreign currency exchange rates. The 16.8% increase in net sales for the nine months endedSeptember 30, 2021 was primarily due to an increase in sales volume, as indicated by an 8.0% increase in Volume Points, a 4.2% favorable impact of fluctuations in foreign currency exchange rates, and a 3.6% favorable impact of price increases. Although Volume Points decreased year-over-year in the third quarter of 2021, the general, overall trend ofVolume Point growth that has been seen across the EMEA region for a number of years reflects, we believe, efforts to enhance the quality and activity of sales leaders including Member training, brand awareness, and product line expansion, as well as enhanced technology tools for ordering, business performance, and customer retailing. Nearly all markets saw sales volume declines for the third quarter of 2021 versus 2020, however, and results for the first nine months of 2021 versus those of 2020 have been mixed by market. Declines include the effect of comparison to base periods that saw record levels of sales; we believe that pandemic conditions may have been a contributing factor in the motivation and focus of our Members in certain markets of the region during the second half of 2020 and first half of 2021. Volume declines for the third quarter were greatest forSouth Africa and theUnited Kingdom . Volume increases for the year-to-date period were greatest forTurkey ,Italy , andSpain , and volume decline was most significant forSouth Africa . Due to COVID-19 pandemic conditions, our sales centers and other product access points in certain markets within the region have at times been closed or open for limited operations only, leaving shipping for home delivery as the primary distribution channel while those conditions persist. Members are turning further to social media to carry out their sales and oversight activities. Although we and our Members are anxious to reinstitute face-to-face approaches, we believe these adaptations have been successful in limiting the adverse impact of the pandemic. 44
-------------------------------------------------------------------------------- Net sales inSpain were$44.8 million and$148.0 million for the three and nine months endedSeptember 30, 2021 , respectively. Net sales decreased$4.0 million , or 8.1%, and increased$23.0 million , or 18.4%, for the three and nine months endedSeptember 30, 2021 , respectively, as compared to the same periods in 2020. In local currency, net sales decreased 8.9% and increased 11.0% for the three and nine months endedSeptember 30, 2021 , respectively, as compared to the same periods in 2020. The fluctuation of foreign currency exchange rates had a favorable impact of$0.4 million and$9.3 million on net sales for the three and nine months endedSeptember 30, 2021 , respectively. In recent years,Spain has generally seen sales volume increases as it benefited from programs of promotions and sponsorships that have raised brand awareness through healthy active lifestyle and contributed to broad-based success across Member sales organizations in the market. After the first quarter of 2020 saw a small sales volume decline due to pandemic disruption, subsequent quarters saw volume increases as our Members continued to adapt to pandemic conditions, such as leveraging online tools for meetings, trainings, and selling activities. The third quarter of 2021 saw a sales volume decrease year-over-year as the 2020 base period reflected significant strength. In response to pandemic conditions, we have temporarily shifted our Member support operations to primarily online activities, as well as continuing normal home delivery. Net sales inItaly were$39.1 million and$130.7 million for the three and nine months endedSeptember 30, 2021 , respectively. Net sales decreased$0.4 million , or 0.8%, and increased$26.9 million , or 26.0%, for the three and nine months endedSeptember 30, 2021 , respectively, as compared to the same periods in 2020. In local currency, net sales decreased 1.8% and increased 18.1% for the three and nine months endedSeptember 30, 2021 , respectively, as compared to the same periods in 2020. The fluctuation of foreign currency exchange rates had a favorable impact of$0.4 million and$8.2 million on net sales for the three and nine months endedSeptember 30, 2021 , respectively. Sales volume declined slightly for the quarter and increased year-to-date versus the prior-year periods. After weakened performance in our business and pandemic conditions in the country contributed to a sales volume decline for the first quarter of 2020, we believe adaptation by Members to pandemic conditions, such as online communication with Members and home delivery, as well as heightened demand for our products and business opportunity, have been contributing factors to our sales volume increase through the second quarter of 2021 and generally strengthened performance for subsequent quarters. Net sales inRussia were$36.0 million and$106.6 million for the three and nine months endedSeptember 30, 2021 , respectively. Net sales decreased$0.7 million , or 1.7%, and$4.5 million , or 4.0%, for the three and nine months endedSeptember 30, 2021 , respectively, as compared to the same periods in 2020. In local currency, net sales decreased 2.3% and increased 0.2% for the three and nine months endedSeptember 30, 2021 , respectively, as compared to the same periods in 2020. The fluctuation of foreign currency exchange rates had a favorable impact of$0.2 million and an unfavorable impact of$4.7 million on net sales for the three and nine months endedSeptember 30, 2021 , respectively.Russia saw a sales volume decline for the quarter and year-to-date period versus the prior-year periods.Members' Nutrition Clubs , a key DMO for the market, are operating primarily online due to pandemic conditions, an approach that Members are taking time to adapt to, as supported by Herbalife with new products, training, and promotion for all levels of Membership. Our sales centers are open for product pick-up, although we continue to support home delivery for the market. Product access expansion, such as same-day express delivery in many areas has enabled growth in smaller cities. During the third quarter of 2020, we introduced Member segmentation to the market by adding a preferred customer program option for new Members.Russia had a 4% price increase inSeptember 2021 and a 5% price increase inSeptember 2020 .
TheAsia Pacific region, which excludesChina , reported net sales of$393.5 million and$1,188.8 million for the three and nine months endedSeptember 30, 2021 , respectively. Net sales increased$37.7 million , or 10.6%, and$219.0 million , or 22.6%, for the three and nine months endedSeptember 30, 2021 , respectively, as compared to the same periods in 2020. In local currency, net sales increased 9.5% and 19.8% for the three and nine months endedSeptember 30, 2021 , respectively, as compared to the same periods in 2020. The 10.6% increase in net sales for the three months endedSeptember 30, 2021 was primarily due to an increase in sales volume, as indicated by a 9.0% increase in Volume Points, a 4.1% favorable impact of price increases, and a 1.1% favorable impact of fluctuations in foreign currency exchange rates, partially offset by a 3.6% unfavorable impact of sales mix. The 22.6% increase in net sales for the nine months endedSeptember 30, 2021 was primarily due to an increase in sales volume, as indicated by a 21.3% increase in Volume Points, a 3.0% favorable impact of price increases, and a 2.8% favorable impact of fluctuations in foreign currency exchange rates, partially offset by a 4.1% unfavorable impact of sales mix.Volume Point and net sales increases in recent years for most markets in the region are a result, we believe, of a customer-focused business, daily consumption DMOs includingNutrition Clubs , and ongoing product line expansion. COVID-19 pandemic conditions, such as closed sales centers and operating constraints onMembers' Nutrition Clubs , have had an intermittent adverse impact on results. The volume increase for the third quarter versus the prior-year period was driven byIndia , as other markets across the region generally saw volume declines. The volume increase for the year-to-date period versus the prior-year period was led byIndia ,Vietnam , andMalaysia . 45 -------------------------------------------------------------------------------- Net sales inIndia were$140.3 million and$380.5 million for the three and nine months endedSeptember 30, 2021 , respectively. Net sales increased$44.1 million , or 45.8%, and$135.6 million , or 55.3%, for the three and nine months endedSeptember 30, 2021 , respectively, as compared to the same periods in 2020. In local currency, net sales increased 45.3% and 54.0% for the three and nine months endedSeptember 30, 2021 , respectively, as compared to the same periods in 2020. The fluctuation of foreign currency exchange rates had a favorable impact of$0.5 million and$3.3 million on net sales for the three and nine months endedSeptember 30, 2021 , respectively. Sales volumes have increased inIndia in recent years as we continued to expand our product line and make it easier for our Members to do business, such as by adding product access points and payment methods, and introducing a customer-direct shipping capability for our Members. Additionally, we believe adaption by our Members to pandemic-related operating constraints, such as greater use of online marketing and training tools and onlineNutrition Club operation, has broadened their geographic reach enabling them to expand their businesses. Pandemic-related operating constraints continue to be intermittent in the market, as conditions evolve by area and Indian states institute constraints as warranted. We are increasing our manufacturing capacity to continue to meet demand. We continue to take Member orders and payments online. Company locations are now open for the taking of orders and payments and pick-up of product, though home delivery volumes continue to exceed pre-pandemic levels and home delivery is becoming an important distribution channel for the market. Disruption to our collections and expenditures of cash have eased, though we continue to move transactions to electronic collection and payment for operating efficiency purposes and for Member convenience.
Regulatory restrictions on direct selling in
Net sales inVietnam were$60.8 million and$206.8 million for the three and nine months endedSeptember 30, 2021 , respectively. Net sales increased$7.3 million , or 13.5%, and$56.9 million , or 38.0%, for the three and nine months endedSeptember 30, 2021 , respectively, as compared to the same periods in 2020. In local currency, net sales increased 12.1% and 36.4% for the three and nine months endedSeptember 30, 2021 , respectively, as compared to the same periods in 2020. The fluctuation of foreign currency exchange rates had a favorable impact of$0.8 million and$2.4 million on net sales for the three and nine months endedSeptember 30, 2021 , respectively.Vietnam continues to see year-over-year sales volume growth as sales leadership continues to focus on sustainable, consumption-oriented business practices and the number of product access points are increased. COVID-19 pandemic-related operating constraints, such as the closure ofMembers' Nutrition Clubs for in-person customer servicing and some home delivery disruption, continue to be intermittent and contributed to a reduced rate of year-over-year volume growth for the third quarter of 2021. We and our Members have adapted to such constraints by moving events, trainings, and product ordering online, as well as providing home delivery. Further changes to direct-selling regulations in the market are expected to be proposed to the government for preliminary approval in late 2021. We continue to assess and monitor these preliminary draft regulations. Net sales inIndonesia were$38.3 million and$121.1 million for the three and nine months endedSeptember 30, 2021 , respectively. Net sales decreased$4.3 million , or 9.9%, and$10.2 million , or 7.7%, for the three and nine months endedSeptember 30, 2021 , respectively, as compared to the same periods in 2020. In local currency, net sales decreased 11.7% and 9.4% for the three and nine months endedSeptember 30, 2021 , respectively, as compared to the same periods in 2020. The fluctuation of foreign currency exchange rates had a favorable impact of$0.8 million and$2.2 million on net sales for the three and nine months endedSeptember 30, 2021 , respectively. The sales volume decline for the quarter and year-to-date period versus the prior-year periods are attributable in part, we believe, to ongoing pandemic conditions. These conditions include intermittent constraints on the operating hours and capacity of our product access points. Our sales centers have continued to operate via online ordering, home delivery, and pick-up, which were already established methods for the market. ManyMembers' Nutrition Clubs , the major DMO for the market, have experienced pandemic-related constraints on their activities, including limitations on operating hours and capacity. Additionally, we have applied to comply with new online licensing and filing requirements, subject to review by the government; we continue to monitor this review. Net sales inSouth Korea were$35.1 million and$103.9 million for the three and nine months endedSeptember 30, 2021 , respectively. Net sales increased$1.1 million , or 3.1%, and$6.5 million , or 6.7%, for the three and nine months endedSeptember 30, 2021 , respectively, as compared to the same periods in 2020. In local currency, net sales increased 0.6% and 0.5% for the three and nine months endedSeptember 30, 2021 , respectively, as compared to the same periods in 2020. The fluctuation of foreign currency exchange rates had a favorable impact of$0.9 million and$6.0 million on net sales for the three and nine months endedSeptember 30, 2021 , respectively. Sales volumes increased slightly for the quarter and year-to-date period versus the prior-year periods as pandemic conditions eased somewhat and social interactions in the market such as visits toMembers' Nutrition Clubs increased, and as our Members continue to adapt to virtual approaches for their businesses. Pandemic conditions continue to be intermittent with potential ongoing adverse impact on sales volumes, however, including suspension of our training facilities, constraints onNutrition Clubs operations, and restrictions on gatherings. 46 --------------------------------------------------------------------------------
TheChina region reported net sales of$154.0 million and$499.1 million for the three and nine months endedSeptember 30, 2021 , respectively. Net sales decreased$66.0 million , or 30.0%, and$120.3 million , or 19.4%, for the three and nine months endedSeptember 30, 2021 , respectively, as compared to the same periods in 2020. In local currency, net sales decreased 34.6% and 25.5% for the three and nine months endedSeptember 30, 2021 , respectively, as compared to the same periods in 2020. The 30.0% decrease in net sales for the three months endedSeptember 30, 2021 was primarily due to a decrease in sales volume, as indicated by a 36.2% decrease in Volume Points, partially offset by a 4.6% favorable impact of fluctuations in foreign currency exchange rates. The 19.4% decrease in net sales for the nine months endedSeptember 30, 2021 was primarily due to a decrease in sales volume, as indicated by a 27.6% decrease in Volume Points, partially offset by a 6.1% favorable impact of fluctuations in foreign currency exchange rates. The volume declines for the quarter and year-to-date period versus the prior-year periods were attributable, we believe, to several factors including efforts we are making to ultimately strengthen the consistency and sustainability of our business inChina . InDecember 2020 we increased the requirements for our sales representatives inChina to be eligible to apply to become independent service providers, with further modification during the third quarter of 2021. We believe these changes will ultimately strengthen our business by improving the quality of our independent service providers, but as our Members acclimate to these new requirements we have seen declines in the number of new independent service providers and net sales. Also, the frequency and attendance of our and our Members' in-person training and sales meetings, which are important to the business as they are a central channel for attracting and retaining customers, providing personal and professional development for our Members, and promoting our products, are below the levels of prior years due to the intermittent effects of the COVID-19 pandemic and residual effects of the Chinese government's 100-day review of the health product industry, which concluded inApril 2019 . Focus areas forChina include enhancing our digital capabilities and offerings, such as improving the integration of our technological tools to make it easier for our Members to do business. We have expanded our product line for theChina market and continue to conduct sales promotions in the region.
Sales by Product Category
Net sales by product category were as follows:
Three Months Ended Nine Months Ended
September 30, September 30, September 30, September 30,
2021 2020 % Change 2021 2020 % Change
(Dollars in millions)
Weight Management $ 828.7 $ 910.4 (9.0 )% $ 2,620.7 $ 2,484.3 5.5 %
Targeted Nutrition 400.9 415.8 (3.6 )% 1,252.2 1,127.1 11.1 %
Energy, Sports, and Fitness 145.5 125.2 16.2 % 421.8 322.9 30.6 %
Outer Nutrition 24.3 28.2 (13.8 )% 82.1 80.5 2.0 %
Literature, Promotional, and
Other(1) 31.5 42.2 (25.4 )% 108.0 116.3 (7.1 )%
Total $ 1,430.9 $ 1,521.8 (6.0 )% $ 4,484.8 $ 4,131.1 8.6 %
(1) Product buybacks and returns in all product categories are included in the Literature, Promotional, and Other category.
Net sales for all major categories for the three and nine months endedSeptember 30, 2021 as compared to the same periods in 2020 followed the trends of total net sales, as the business factors described in the above discussions of the individual geographic regions apply generally to all product categories. The exception was the Energy, Sports, and Fitness product category, which saw increased net sales for both the three and nine months endedSeptember 30, 2021 based on strength in theNorth America region.
Gross Profit
Gross profit was$1,125.7 million and$1,199.1 million for the three months endedSeptember 30, 2021 and 2020, respectively, and$3,542.1 million and$3,289.9 million for the nine months endedSeptember 30, 2021 and 2020, respectively. Gross profit as a percentage of net sales was 78.7% and 78.8% for the three months endedSeptember 30, 2021 and 2020, respectively, or an unfavorable net decrease of 13 basis points, and 79.0% and 79.6% for the nine months endedSeptember 30, 2021 and 2020, respectively, or an unfavorable net decrease of 66 basis points. 47
-------------------------------------------------------------------------------- The decrease in gross profit as a percentage of net sales for the three months endedSeptember 30, 2021 as compared to the same period in 2020 included unfavorable changes in country mix of 45 basis points, unfavorable cost changes related to self-manufacturing and sourcing of 33 basis points primarily related to increased freight costs, and the unfavorable impact of higher inventory write-downs of 10 basis points, partially offset by the favorable impact of retail price increases of 67 basis points (favorable impact of 59 basis points excludingVenezuela ), and favorable other cost changes of 8 basis points. The decrease in gross profit as a percentage of net sales for the nine months endedSeptember 30, 2021 as compared to the same period in 2020 included unfavorable changes in country mix of 52 basis points, the unfavorable impact of foreign currency fluctuations of 43 basis points (unfavorable impact of 33 basis points excludingVenezuela ), the unfavorable impact of higher inventory write-downs of 14 basis points, unfavorable cost changes related to self-manufacturing and sourcing of 10 basis points, and unfavorable cost changes of 10 basis points relating to increased freight costs due to orders shifting toward home delivery versus Member pick-up, partially offset by the favorable impact of retail price increases of 60 basis points (favorable impact of 50 basis points excludingVenezuela ) and favorable other cost changes of 3 basis points. Generally, gross profit as a percentage of net sales may vary from period to period due to the impact of foreign currency fluctuations, changes in country mix as volume changes among countries with varying margins, retail price increases, cost changes related to self-manufacturing and sourcing, and inventory write-downs.
Royalty Overrides
Royalty overrides were$450.0 million and$463.1 million for the three months endedSeptember 30, 2021 and 2020, respectively, and$1,409.8 million and$1,251.2 million for the nine months endedSeptember 30, 2021 and 2020, respectively. Royalty overrides as a percentage of net sales were 31.5% and 30.4% for the three months endedSeptember 30, 2021 and 2020, respectively, and 31.4% and 30.3% for the nine months endedSeptember 30, 2021 and 2020, respectively. Service fees to our independent service providers inChina are included in selling, general, and administrative expenses while Member compensation for all other countries is included in Royalty overrides. Generally, Royalty overrides as a percentage of net sales may vary from period to period due to changes in the mix of products and countries because full royalty overrides are not paid on certain products and in certain countries.
Selling, General, and Administrative Expenses
Selling, general, and administrative expenses were$486.3 million and$529.7 million for the three months endedSeptember 30, 2021 and 2020, respectively, and$1,498.9 million and$1,559.5 million for the nine months endedSeptember 30, 2021 and 2020, respectively. Selling, general, and administrative expenses as a percentage of net sales were 34.0% and 34.8% for the three months endedSeptember 30, 2021 and 2020, respectively, and 33.4% and 37.7% for the nine months endedSeptember 30, 2021 and 2020, respectively. The decrease in selling, general, and administrative expenses for the three months endedSeptember 30, 2021 as compared to the same period in 2020 was driven by$38.2 million in lower service fees forChina independent service providers due to lower sales inChina ,$5.5 million in lower foreign exchange losses, and$5.0 million in lower Member event and promotion costs, partially offset by$6.1 million in higher professional fees. The decrease in selling, general, and administrative expenses for the nine months endedSeptember 30, 2021 as compared to the same period in 2020 was driven by$83.1 million of expenses relating to theSEC and DOJ investigations relating to the FCPA matter inChina in 2020 (See Note 5, Contingencies, to the Condensed Consolidated Financial Statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q) and$72.9 million in lower service fees forChina independent service providers due to lower sales inChina , partially offset by$55.4 million in higher labor and benefits costs,$21.9 million in higher professional fees, and$14.7 million in higher Member event and promotion costs. Other Operating Income We did not recognize any other operating income for the three months endedSeptember 30, 2021 . The$0.6 million of other operating income for the three months endedSeptember 30, 2020 consisted of$0.6 million of government grant income forChina (See Note 2, Significant Accounting Policies, to the Condensed Consolidated Financial Statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q). The$16.4 million of other operating income for the nine months endedSeptember 30, 2021 consisted of$16.4 million of government grant income forChina . The$13.0 million of other operating income for the nine months endedSeptember 30, 2020 consisted of$13.0 million of government grant income forChina . 48 --------------------------------------------------------------------------------
Interest Expense, Net
Interest expense, net was as follows:
Three Months Ended Nine Months Ended
September 30, September 30, September 30, September 30,
2021 2020 2021 2020
(in millions)
Interest expense $ 38.8 $ 37.0 $ 115.5 $ 96.4
Interest income (1.1 ) (1.8 ) (3.5 ) (7.4 )
Interest expense, net $ 37.7 $ 35.2 $ 112.0 $ 89.0
The increase in interest expense, net for the three and nine months ended
September 30, 2021 as compared to the same periods in 2020 was primarily due to
an increase in our overall weighted-average borrowings, partially offset by a
decrease in our overall weighted-average interest rate.
Other Expense, Net
The$24.6 million of other expense, net for the nine months endedSeptember 30, 2021 consisted of a loss on the extinguishment of the 2026 Notes (See Note 4, Long-Term Debt, to the Condensed Consolidated Financial Statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q).
Income Taxes
Income taxes were$34.3 million and$33.6 million for the three months endedSeptember 30, 2021 and 2020, respectively, and$104.2 million and$104.4 million for the nine months endedSeptember 30, 2021 and 2020, respectively. The effective income tax rate was 22.6% and 19.5% for the three months endedSeptember 30, 2021 and 2020, respectively, and 20.3% and 25.9% for the nine months endedSeptember 30, 2021 and 2020, respectively. The increase in the effective tax rate for the three months endedSeptember 30, 2021 as compared to the same period in 2020 was primarily due to a decrease in net benefits from discrete events, partially offset by changes in the geographic mix of our income. The decrease in the effective tax rate for the nine months endedSeptember 30, 2021 as compared to the same period in 2020 was primarily due to changes in the geographic mix of our income and a decrease in expense from discrete events.
Liquidity and Capital Resources
We have historically met our working capital and capital expenditure requirements, including funding for expansion of operations, through net cash flows provided by operating activities. Variations in sales of our products directly affect the availability of funds. There are no material contractual restrictions on our ability to transfer and remit funds among our international affiliated companies. However, there are foreign currency restrictions in certain countries which could reduce our ability to timely obtainU.S. dollars. Even with these restrictions and the impacts of the COVID-19 pandemic, we believe we will have sufficient resources, including cash flow from operating activities and access to capital markets, to meet debt service obligations in a timely manner and be able to continue to meet our objectives. Historically, our debt has not resulted from the need to fund our normal operations, but instead has resulted primarily from our share repurchase programs. Since inception in 2007, total share repurchases amounted to approximately$6.3 billion . While a significant net sales decline could potentially affect the availability of funds, many of our largest expenses are variable in nature, which we believe protects our funding in all but a dramatic net sales downturn. Our$678.2 million cash and cash equivalents as ofSeptember 30, 2021 and our senior secured credit facility, in addition to cash flow from operations, can be used to support general corporate purposes, including any future share repurchases, dividends, and strategic investment opportunities. We have a cash pooling arrangement with a financial institution for cash management purposes. This cash pooling arrangement allows certain of our participating subsidiaries to withdraw cash from this financial institution based upon our aggregate cash deposits held by subsidiarieswho participate in the cash pooling arrangement. We did not owe any amounts to this financial institution under the pooling arrangement as ofSeptember 30, 2021 andDecember 31, 2020 . 49
-------------------------------------------------------------------------------- For the nine months endedSeptember 30, 2021 , we generated$374.9 million of operating cash flow as compared to$516.1 million for the same period in 2020. The decrease in our operating cash flow was the result of$282.7 million of unfavorable changes in operating assets and liabilities, partially offset by$141.5 million of higher net income excluding non-cash and reconciling items disclosed within our condensed consolidated statement of cash flows. The$282.7 million change in operating assets and liabilities was primarily the result of unfavorable changes in inventories, prepaid expenses and other current assets, royalty overrides, and other current liabilities, partially offset by a favorable change in receivables. The unfavorable change in other current liabilities included unfavorable changes in accrued compensation, accrued interest, and settlement of Mexico VAT assessments, partially offset by a favorable impact in 2021 due to the prior-year settlement of theSEC and DOJ investigations relating to the FCPA matter inChina . The$141.5 million of higher net income excluding non-cash and reconciling items was primarily driven by higher contribution margin driven by higher net sales (See Summary Financial Results above for further discussion) and lower selling, general, and administrative expenses primarily as a result of the$83.1 million in higher expenses recognized in 2020 related to theSEC and DOJ investigations relating to the FCPA matter inChina . Capital expenditures, including accrued capital expenditures, were$102.1 million and$74.8 million for the nine months endedSeptember 30, 2021 and 2020, respectively. The majority of these expenditures represented investments in management information systems, including initiatives to develop web-based Member tools, as well as expansion of our manufacturing and distribution facilities. We expect to incur total capital expenditures of approximately$145 million to$175 million for the full year of 2021. InMarch 2021 , we hosted our annual global Herbalife Honors event virtually where sales leaders from around the world met, shared best practices, and conducted leadership training, and our management awarded Members$81.1 million ofMark Hughes bonus payments related to their 2020 performance. InMarch 2020 , our management awarded Members$71.3 million ofMark Hughes bonus payments related to their 2019 performance. Management has begun efforts to design and build a transformation program to optimize global processes through investment in and realignment of the infrastructure and locations of certain supporting functions and is also separately assessing the realignment of certain front office functions and exploring new technology to ensure the Company is optimally structured to better support distributors and customers. In connection with the aforementioned initiatives, for the three and nine months endedSeptember 30, 2021 , we incurred$3.9 million and$7.6 million of expenses, respectively, primarily relating to professional fees. We continue to assess the scope of these initiatives and accordingly cannot estimate the total amounts to be incurred.
Senior Secured Credit Facility
OnAugust 16, 2018 , we entered into a$1.25 billion senior secured credit facility, or the 2018 Credit Facility, consisting of a$250.0 million term loan A, or the 2018 Term Loan A, a$750.0 million term loan B, or the 2018 Term Loan B, and a$250.0 million revolving credit facility, or the 2018 Revolving Credit Facility, with a syndicate of financial institutions as lenders. The 2018 Term Loan B matures upon the earlier of: (i)August 18, 2025 , or (ii)December 15, 2023 if the outstanding principal on the 2024 Convertible Notes, as defined below, exceeds$350.0 million and we exceed certain leverage ratios as of that date. All obligations under the 2018 Credit Facility are unconditionally guaranteed by certain direct and indirect wholly-owned subsidiaries ofHerbalife Nutrition Ltd. and secured by the equity interests of certain ofHerbalife Nutrition Ltd.'s subsidiaries and substantially all of the assets of the domestic loan parties. Also onAugust 16, 2018 , we issued$400.0 million aggregate principal amount of senior unsecured notes, or the 2026 Notes as described below, and used the proceeds from the 2018 Credit Facility and the 2026 Notes to repay in full the$1,178.1 million outstanding under our prior senior secured credit facility. OnDecember 12, 2019 , we amended the 2018 Credit Facility which, among other things, reduced the interest rate for borrowings under the 2018 Term Loan B. We incurred approximately$1.2 million of debt issuance costs in connection with the amendment. For accounting purposes, pursuant to theFinancial Accounting Standards Board , or FASB, Accounting Standards Codification, or ASC, Topic 470, Debt, or ASC 470, this transaction was accounted for as a modification of the 2018 Credit Facility. The debt issuance costs were recognized in interest expense, net within our condensed consolidated statement of income during the three months endedDecember 31, 2019 . 50 -------------------------------------------------------------------------------- OnMarch 19, 2020 , we amended the 2018 Credit Facility which, among other things, extended the maturity of both the 2018 Term Loan A and 2018 Revolving Credit Facility to the earlier of: (i)March 19, 2025 or (ii)September 15, 2023 if the outstanding principal on the 2024 Convertible Notes, as defined below, exceeds$350.0 million and we exceed certain leverage ratios as of that date; increased borrowings under the 2018 Term Loan A from$234.4 million to a total of$264.8 million ; increased the total available borrowing capacity under 2018 Revolving Credit Facility from$250.0 million to$282.5 million ; and reduced the interest rate for borrowings under both the 2018 Term Loan A and 2018 Revolving Credit Facility. We incurred approximately$1.6 million of debt issuance costs in connection with the amendment. For accounting purposes, pursuant to ASC 470, this transaction was accounted for as a modification of the 2018 Credit Facility. Of the$1.6 million of debt issuance costs, approximately$1.1 million was recorded on our condensed consolidated balance sheet and is being amortized over the life of the 2018 Credit Facility using the effective-interest method, and approximately$0.5 million was recognized in interest expense, net within our condensed consolidated statement of income during the three months endedMarch 31, 2020 . OnFebruary 10, 2021 , we amended the 2018 Credit Facility which, among other things, reduced the interest rate for borrowings under the 2018 Term Loan B. We incurred approximately$1.1 million of debt issuance costs in connection with the amendment. For accounting purposes, pursuant to ASC 470, this transaction was accounted for as a modification of the 2018 Credit Facility. The debt issuance costs were recognized in interest expense, net within our condensed consolidated statement of income during the three months endedMarch 31, 2021 . OnJuly 30, 2021 , we amended the 2018 Credit Facility which, among other things, increased borrowings under the 2018 Term Loan A from$245.0 million to a total of$286.2 million ; increased the total available borrowing capacity under the 2018 Revolving Credit Facility from$282.5 million to$330.0 million ; reduced the interest rate for borrowings under the 2018 Term Loan A and 2018 Revolving Credit Facility; and amended the commitment fee on the undrawn portion of the 2018 Revolving Credit Facility. As a result of the amendment, the applicable margin for the 2018 Term Loan A and 2018 Revolving Credit Facility may also be subject to certain premiums or discounts tied to criteria determined by certain sustainability targets. We incurred approximately$1.4 million of debt issuance costs in connection with the amendment. For accounting purposes, pursuant to ASC 470, this transaction was accounted for as a modification of the 2018 Credit Facility. Of the$1.4 million of debt issuance costs, approximately$0.8 million was recorded on our condensed consolidated balance sheet and is being amortized over the life of the 2018 Credit Facility using the effective-interest method, and approximately$0.6 million was recognized in interest expense, net within our condensed consolidated statement of income during the three months endedSeptember 30, 2021 . The 2018 Credit Facility requires us to comply with a leverage ratio. The 2018 Credit Facility also contains affirmative and negative covenants customary for financings of this type, including, among other things, limitations or prohibitions on repurchasing common shares, declaring and paying dividends and other distributions, redeeming and repurchasing certain other indebtedness, loans and investments, additional indebtedness, liens, mergers, asset sales and transactions with affiliates. In addition, the 2018 Credit Facility contains customary events of default. As ofSeptember 30, 2021 andDecember 31, 2020 , we were in compliance with our debt covenants under the 2018 Credit Facility. The 2018 Term Loan A and 2018 Term Loan B are payable in consecutive quarterly installments which began onDecember 31, 2018 . Interest is due at least quarterly on amounts outstanding under the 2018 Credit Facility. In addition, beginning in 2020, we may be required to make mandatory prepayments towards the 2018 Term Loan B based on our consolidated leverage ratio and annual excess cash flows as defined under the terms of the 2018 Credit Facility. We are also permitted to make voluntary prepayments. Amounts outstanding under the 2018 Term Loan A and 2018 Term Loan B may be voluntarily prepaid without premium or penalty, subject to customary breakage fees in connection with the prepayment of a eurocurrency loan. These prepayments, if any, will be applied against remaining quarterly installments owed under the 2018 Term Loan A and 2018 Term Loan B in order of maturity with the remaining principal due upon maturity, unless directed otherwise by us. Based on the 2020 consolidated leverage ratio and excess cash flow calculation, both as defined under the terms of the 2018 Credit Facility, we will not be required to make a mandatory prepayment in 2021 toward the 2018 Term Loan B. 51
-------------------------------------------------------------------------------- During the nine months endedSeptember 30, 2021 , we borrowed an aggregate amount of$531.2 million under the 2018 Credit Facility and repaid a total amount of$415.8 million on amounts outstanding under the 2018 Credit Facility, including a$60.0 million prepayment on amounts outstanding under the 2018 Term LoanB. During the nine months endedSeptember 30, 2020 , we borrowed an aggregate amount of$30.4 million under the 2018 Credit Facility and repaid a total amount of$15.6 million on amounts outstanding under the 2018 Credit Facility. As ofSeptember 30, 2021 andDecember 31, 2020 , theU.S. dollar amount outstanding under the 2018 Credit Facility was$1,100.1 million and$984.7 million , respectively. Of the$1,100.1 million outstanding under the 2018 Credit Facility as ofSeptember 30, 2021 ,$282.6 million was outstanding under the 2018 Term Loan A,$667.5 million was outstanding under the 2018 Term Loan B, and$150.0 million was outstanding under the 2018 Revolving Credit Facility. Of the$984.7 million outstanding under the 2018 Credit Facility as ofDecember 31, 2020 ,$251.6 million was outstanding under the 2018 Term Loan A and$733.1 million was outstanding under the 2018 Term Loan B. There were no borrowings outstanding under the 2018 Revolving Credit Facility as ofDecember 31, 2020 . There were no outstanding foreign currency borrowings under the 2018 Credit Facility as ofSeptember 30, 2021 andDecember 31, 2020 . As ofSeptember 30, 2021 andDecember 31, 2020 , the weighted-average interest rate for borrowings under the 2018 Credit Facility was 2.65% and 3.39%, respectively. See Note 4, Long-Term Debt, to the Condensed Consolidated Financial Statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q for a further discussion on the 2018 Credit Facility.
Convertible Senior Notes due 2024
InMarch 2018 , we issued$550.0 million aggregate principal amount of convertible senior notes due 2024, or the 2024 Convertible Notes. The 2024 Convertible Notes are senior unsecured obligations which rank effectively subordinate to any of our existing and future secured indebtedness, including amounts outstanding under the 2018 Credit Facility, to the extent of the value of the assets securing such indebtedness. The 2024 Convertible Notes pay interest at a rate of 2.625% per annum payable semiannually in arrears onMarch 15 andSeptember 15 of each year, beginning onSeptember 15, 2018 . Unless redeemed, repurchased or converted in accordance with their terms prior to such date, the 2024 Convertible Notes mature onMarch 15, 2024 . The primary purpose of the issuance of the 2024 Convertible Notes was to repurchase a portion of the 2019 Convertible Notes. See Note 4, Long-Term Debt, to the Condensed Consolidated Financial Statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q for a further discussion on our 2024 Convertible Notes. Senior Notes due 2025 InMay 2020 , we issued$600.0 million aggregate principal amount of senior notes due 2025, or the 2025 Notes. The 2025 Notes are senior unsecured obligations which rank effectively subordinate to any of our existing and future secured indebtedness, including amounts outstanding under the 2018 Credit Facility, to the extent of the value of the assets securing such indebtedness. The 2025 Notes pay interest at a rate of 7.875% per annum payable semiannually in arrears onMarch 1 andSeptember 1 of each year, beginning onMarch 1, 2021 . The 2025 Notes mature onSeptember 1, 2025 , unless redeemed or repurchased in accordance with their terms prior to such date. The primary purpose of the issuance of the 2025 Notes was for general corporate purposes, including share repurchases and other capital investment projects. See Note 4, Long-Term Debt, to the Condensed Consolidated Financial Statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q for a further discussion on our 2025 Notes. Senior Notes due 2026 InAugust 2018 , we issued$400.0 million aggregate principal amount of senior notes due 2026, or the 2026 Notes. The 2026 Notes were senior unsecured obligations which ranked effectively subordinate to any of our existing and future secured indebtedness, including amounts outstanding under the 2018 Credit Facility, to the extent of the value of the assets securing such indebtedness. The 2026 Notes paid interest at a rate of 7.250% per annum payable semiannually in arrears onFebruary 15 andAugust 15 of each year, beginning onFebruary 15, 2019 . The 2026 Notes were to mature onAugust 15, 2026 , unless redeemed or repurchased in accordance with their terms prior to such date. The primary purpose of the issuance of the 2026 Notes was to refinance a portion of our 2017 Credit Facility. InMay 2021 , we issued$600.0 million aggregate principal of new senior notes due 2029 as described below, and subsequently used a portion of the proceeds to redeem all$400.0 million of our existing 2026 Notes for an aggregate purchase price of$428.5 million , which included$7.7 million of accrued interest. See Note 4, Long-Term Debt, to the Condensed Consolidated Financial Statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q for a further discussion on our 2026 Notes. 52 --------------------------------------------------------------------------------
Senior Notes due 2029
InMay 2021 , we issued$600.0 million aggregate principal amount of senior notes due 2029, or the 2029 Notes. The 2029 Notes are senior unsecured obligations which rank effectively subordinate to any of our existing and future secured indebtedness, including amounts outstanding under the 2018 Credit Facility, to the extent of the value of the assets securing such indebtedness. The 2029 Notes pay interest at a rate of 4.875% per annum payable semiannually in arrears onJune 1 andDecember 1 of each year, beginning onDecember 1, 2021 . The 2029 Notes mature onJune 1, 2029 , unless redeemed or repurchased in accordance with their terms prior to such date. The primary purpose of the issuance of the 2029 Notes was to repurchase the 2026 Notes as well as for general corporate purposes, which may include shares repurchases and other capital investment projects. See Note 4, Long-Term Debt, to the Condensed Consolidated Financial Statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q for a further discussion on our 2029 Notes.
Cash and Cash Equivalents
The majority of our foreign subsidiaries designate their local currencies as their functional currencies. As ofSeptember 30, 2021 , the total amount of our foreign subsidiary cash and cash equivalents was$485.9 million , of which$19.4 million was invested inU.S. dollars. As ofSeptember 30, 2021 , the total amount of cash and cash equivalents held byHerbalife Nutrition Ltd. and itsU.S. entities, inclusive ofU.S. territories, was$192.3 million . For earnings not considered to be indefinitely reinvested deferred taxes have been provided. For earnings considered to be indefinitely reinvested, deferred taxes have not been provided. Should we make a determination to remit the cash and cash equivalents from our foreign subsidiaries that are considered indefinitely reinvested toHerbalife Nutrition Ltd. for the purpose of repatriation of undistributed earnings, we would need to accrue and pay taxes. As ofDecember 31, 2020 ,Herbalife Nutrition Ltd. had approximately$2.6 billion of permanently reinvested unremitted earnings relating to its operating subsidiaries. As ofDecember 31, 2020 , we do not have any plans to repatriate these unremitted earnings toHerbalife Nutrition Ltd. ; therefore, we do not have any liquidity concerns relating to these unremitted earnings and related cash and cash equivalents. See Note 12, Income Taxes, to the Consolidated Financial Statements included in our 2020 10-K for additional discussion on our unremitted earnings.
Off-Balance Sheet Arrangements
As of
Dividends We have not declared or paid cash dividends since 2014. The declaration of future dividends is subject to the discretion of our board of directors and will depend upon various factors, including our earnings, financial condition,Herbalife Nutrition Ltd.'s available distributable reserves underCayman Islands law, restrictions imposed by the 2018 Credit Facility and the terms of any other indebtedness that may be outstanding, cash requirements, future prospects, and other factors deemed relevant by our board of directors.
Share Repurchases
OnFebruary 9, 2021 , our board of directors authorized a new three-year$1.5 billion share repurchase program that will expire onFebruary 9, 2024 , which replaced our prior share repurchase authorization that was set to expire onOctober 30, 2023 and had approximately$7.9 million of remaining authorized capacity when it was replaced. This share repurchase program allows us, which includes an indirect wholly-owned subsidiary ofHerbalife Nutrition Ltd. , to repurchase our common shares at such times and prices as determined by management, as market conditions warrant, and to the extentHerbalife Nutrition Ltd.'s distributable reserves are available underCayman Islands law. The 2018 Credit Facility permits us to repurchase our common shares as long as no default or event of default exists and other conditions, such as specified consolidated leverage ratios, are met. As ofSeptember 30, 2021 , the remaining authorized capacity under our$1.5 billion share repurchase program was approximately$1.2 billion . 53
-------------------------------------------------------------------------------- DuringJanuary 2021 , we repurchased from Mr.Carl C. Icahn and certain of his affiliates an aggregate of approximately 12.5 million common shares of ours at an aggregate cost of approximately$600.0 million , or$48.05 per share, and subsequently retired these shares. In addition, during the nine months endedSeptember 30, 2021 , we repurchased approximately 5.7 million of our common shares through open-market purchases at an aggregate cost of approximately$281.1 million , or an average cost of$49.27 per share, and subsequently retired these shares. In total, during the nine months endedSeptember 30, 2021 , we repurchased approximately 18.2 million of our common shares at an aggregate cost of approximately$881.1 million , or an average cost of$48.43 per share. InAugust 2020 , we completed our modified Dutch auction tender offer and then subsequently paid cash to repurchase and retire a total of approximately 15.4 million of our common shares at an aggregate cost of approximately$750.0 million , or$48.75 per share. In addition, during the nine months endedSeptember 30, 2020 , we repurchased approximately 1.4 million of our common shares through open-market purchases at an aggregate cost of approximately$67.1 million , or an average cost of$46.44 per share, and subsequently retired these shares. In total, during the nine months endedSeptember 30, 2020 , we repurchased approximately 16.8 million of our common shares at an aggregate cost of approximately$817.1 million , or an average cost of$48.55 per share. As of bothSeptember 30, 2021 andDecember 31, 2020 , we held approximately 10.0 million of treasury shares forU.S. GAAP purposes. These treasury shares increased our shareholders' deficit and are reflected at cost within our accompanying condensed consolidated balance sheets. Although these shares are owned by an indirect wholly-owned subsidiary of ours and remain legally outstanding, they are reflected as treasury shares underU.S. GAAP and therefore reduce the number of common shares outstanding within our condensed consolidated financial statements and the weighted-average number of common shares outstanding used in calculating earnings per share. The common shares ofHerbalife Nutrition Ltd. held by the indirect wholly-owned subsidiary, however, remain outstanding on the books and records of our transfer agent and therefore still carry voting and other share rights related to ownership of our common shares, which may be exercised. So long as it is consistent with applicable laws, such shares will be voted by such subsidiary in the same manner, and to the maximum extent possible in the same proportion, as all other votes cast with respect to any matter properly submitted to a vote ofHerbalife Nutrition Ltd.'s shareholders.
See Note 10, Shareholders' Deficit, to the Condensed Consolidated Financial Statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q, for a further discussion on our share repurchases.
Working Capital and Operating Activities
As ofSeptember 30, 2021 andDecember 31, 2020 , we had working capital of$488.4 million and$648.5 million , respectively, or a decrease of$160.1 million . The decrease was primarily due to a decrease in cash and cash equivalents and an increase in accounts payable, partially offset by increases in inventories and prepaid expenses and other current assets and decreases in royalty overrides and other current liabilities. We expect that cash and funds provided from operations, available borrowings under the 2018 Credit Facility, and access to capital markets will provide sufficient working capital to operate our business, to make expected capital expenditures, and to meet foreseeable liquidity requirements for the next twelve months and thereafter. The majority of our purchases from suppliers are generally made inU.S. dollars, while sales to our Members generally are made in local currencies. Consequently, strengthening of theU.S. dollar versus a foreign currency can have a negative impact on net sales and contribution margins and can generate transaction gains or losses on intercompany transactions. For discussion of our foreign exchange contracts and other hedging arrangements, see Part I, Item 3, Quantitative and Qualitative Disclosures about Market Risk, of this Quarterly Report on Form 10-Q.
Contingencies
See Note 5, Contingencies, to the Condensed Consolidated Financial Statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q, for a further discussion of our contingencies as ofSeptember 30, 2021 .
Critical Accounting Policies
U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the year. We regularly evaluate our estimates and assumptions related to revenue recognition, allowance for product returns, inventory, goodwill and purchased intangible asset valuations, deferred income tax asset valuation allowances, uncertain tax positions, tax contingencies, and other loss contingencies. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue, costs and expenses. Actual results could differ from those estimates. We consider the following policies to be most critical in understanding the judgments that are involved in preparing the financial statements and the uncertainties that could impact our operating results, financial condition and cash flows. 54 -------------------------------------------------------------------------------- We are a nutrition company that sells a wide range of weight management; targeted nutrition; energy, sports, and fitness; and outer nutrition products. Our products are manufactured by us in ourChangsha ,Hunan, China extraction facility;Suzhou, China facility;Nanjing ,China facility;Lake Forest, California facility; andWinston-Salem, North Carolina facility; and by third-party providers, and then are sold to Memberswho consume and sell Herbalife products to retail consumers or other Members. As ofSeptember 30, 2021 , we sold products in 95 markets throughout the world and we are organized and managed by geographic region. We aggregate our operating segments into one reporting segment, exceptChina , as management believes that our operating segments have similar operating characteristics and similar long term operating performance. In making this determination, management believes that the operating segments are similar in the nature of the products sold, the product acquisition process, the types of customers to whom products are sold, the methods used to distribute the products, the nature of the regulatory environment, and their economic characteristics. We generally recognize revenue upon delivery when control passes to the Member. Product sales are recognized net of product returns, and discounts referred to as "distributor allowances." We generally receive the net sales price in cash or through credit card payments at the point of sale. Royalty overrides are generally recorded when revenue is recognized. See Note 2, Significant Accounting Policies, to the Condensed Consolidated Financial Statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q, for a further discussion of distributor compensation in theU.S. Allowances for product returns, primarily in connection with our buyback program, are provided at the time the sale is recorded. This accrual is based upon historical return rates for each country and the relevant return pattern, which reflects anticipated returns to be received over a period of up to 12 months following the original sale. Historically, product returns and buybacks have not been significant. Product returns and buybacks were approximately 0.1% of net sales for each of the three and nine months endedSeptember 30, 2021 and 2020. We adjust our inventories to lower of cost and net realizable value. Additionally we adjust the carrying value of our inventory based on assumptions regarding future demand for our products and market conditions. If future demand and market conditions are less favorable than management's assumptions, additional inventory write-downs could be required. Likewise, favorable future demand and market conditions could positively impact future operating results if previously written down inventories are sold. We have obsolete and slow moving inventories which have been adjusted downward$28.1 million and$23.0 million to present them at their lower of cost and net realizable value in our condensed consolidated balance sheets as ofSeptember 30, 2021 andDecember 31, 2020 , respectively.Goodwill and marketing-related intangible assets not subject to amortization are tested annually for impairment, and are tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. As part of the annual goodwill impairment test, which is performed at the reporting unit level, we may conduct an assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. In a qualitative assessment, we would consider the macroeconomic conditions, including any deterioration of general conditions and industry and market conditions, including any deterioration in the environment where the reporting unit operates, increased competition, changes in the products/services and regulatory and political developments, cost of doing business, overall financial performance, including any declining cash flows and performance in relation to planned revenues and earnings in past periods, other relevant reporting unit specific facts, such as changes in management or key personnel or pending litigation, and events affecting the reporting unit, including changes in the carrying value of net assets. If we determine that it is more likely than not that the fair value of the reporting unit is less than its carrying value, then we would perform the quantitative goodwill impairment test as required. If we determine that it is not more likely than not that the fair value of the reporting unit is less than the carrying value, then no further testing is required. During fiscal year 2020, we performed a qualitative assessment and determined that it is not more likely than not that the fair value of each reporting unit is less than its respective carrying value. For our marketing-related intangible assets, we may also utilize a qualitative assessment similar to the one described above, with the exception that the test is performed at the consolidated level rather than at the reporting unit level. During fiscal year 2020, we performed a qualitative assessment of our marketing-related intangible assets and determined that it is not more likely than not that the fair value of the assets is less than their carrying value. If we are required to determine the fair value of each reporting unit using the quantitative method, we primarily use an income approach in order to determine the fair value of a reporting unit and compare it to its carrying amount. The determination of the fair value of the reporting units requires us to make significant estimates and assumptions. These estimates and assumptions include estimates of future revenues and expense growth rates, capital expenditures and the depreciation and amortization related to these capital expenditures, discount rates, and other inputs. Due to the inherent uncertainty involved in making these estimates, actual future results could differ. Changes in assumptions regarding future results or other underlying assumptions could have a significant impact on the fair value of the reporting unit. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized for any excess of the carrying amount of the reporting unit over its fair value. 55
-------------------------------------------------------------------------------- If we are required to determine the fair value of our marketing-related intangible assets using the quantitative method, we use a discounted cash flow model, or the income approach, under the relief-from-royalty method to determine the fair value of our marketing related intangible assets in order to confirm there is no impairment required. An impairment loss is recognized to the extent that the carrying amount of the assets exceeds their fair value. As ofSeptember 30, 2021 andDecember 31, 2020 , we had goodwill of approximately$96.4 million and$100.5 million , respectively. The decrease in goodwill during the nine months endedSeptember 30, 2021 was due to foreign currency translation adjustments. As of bothSeptember 30, 2021 andDecember 31, 2020 , we had marketing-related intangible assets of approximately$310.0 million . No marketing-related intangibles or goodwill impairment was recorded during the three and nine months endedSeptember 30, 2021 and 2020. See Note 2, Significant Accounting Policies, to the Condensed Consolidated Financial Statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q for a further discussion. Contingencies are accounted for in accordance with FASB ASC Topic 450, Contingencies, or ASC 450. ASC 450 requires that we record an estimated loss from a loss contingency when information available prior to issuance of our financial statements indicates that it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. We also disclose material contingencies when we believe a loss is not probable but reasonably possible as required by ASC 450. Accounting for contingencies such as legal and non-income tax matters requires us to use judgment related to both the likelihood of a loss and the estimate of the amount or range of loss. Many of these legal and tax contingencies can take years to be resolved. Generally, as the time period increases over which the uncertainties are resolved, the likelihood of changes to the estimate of the ultimate outcome increases. We evaluate the realizability of our deferred tax assets by assessing the valuation allowance and by adjusting the amount of such allowance, if necessary. Although realization is not assured, we believe it is more likely than not that the net carrying value will be realized. The amount of the carryforwards that is considered realizable, however, could change if estimates of future taxable income are adjusted. In the ordinary course of our business, there are many transactions and calculations where the tax law and ultimate tax determination is uncertain. As part of the process of preparing our condensed consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate prior to the completion and filing of tax returns for such periods. These estimates involve complex issues and require us to make judgments about the likely application of the tax law to our situation, as well as with respect to other matters, such as anticipating the positions that we will take on tax returns prior to us actually preparing the returns and the outcomes of disputes with tax authorities. The ultimate resolution of these issues may take extended periods of time due to examinations by tax authorities and statutes of limitations. In addition, changes in our business, including acquisitions, changes in our international corporate structure, changes in the geographic location of business functions or assets, changes in the geographic mix and amount of income, as well as changes in our agreements with tax authorities, valuation allowances, applicable accounting rules, applicable tax laws and regulations, rulings and interpretations thereof, developments in tax audit and other matters, and variations in the estimated and actual level of annual pre-tax income can affect the overall effective income tax rate. We account for uncertain tax positions in accordance with FASB ASC Topic 740, Income Taxes, or ASC 740, which provides guidance on the determination of how tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740, we must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. We account for foreign currency transactions in accordance with FASB ASC Topic 830, Foreign Currency Matters. In a majority of the countries where we operate, the functional currency is the local currency. Our foreign subsidiaries' asset and liability accounts are translated for condensed consolidated financial reporting purposes intoU.S. dollar amounts at period-end exchange rates. Revenue and expense accounts are translated at the average rates during the year. Our foreign currency translation adjustments are included in accumulated other comprehensive loss on our accompanying condensed consolidated balance sheets. Foreign currency transaction gains and losses and foreign currency remeasurements are generally included in selling, general, and administrative expenses in the accompanying condensed consolidated statements of income.
New Accounting Pronouncements
See discussion under Note 2, Significant Accounting Policies, to the Condensed Consolidated Financial Statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q, for information on new accounting pronouncements.
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