Herbalife Ltd. (NYSE:HLF) Files An 8-K Results of Operations and Financial Condition
Item2.02.
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Results of Operations and Financial Condition. |
In connection with Herbalife Ltd. (the Company) exploring a
possible refinancing of certain existing indebtedness and
entering into additional financing arrangements, the Company
intends to disclose to prospective lenders certain preliminary
information regarding the Companys fourth quarter 2016 financial
results and updated information regarding the Companys 2017
guidance (collectively, the New Financial Information). The New
Financial Information will be included in a confidential
information memorandum the Company intends to provide to
prospective lenders.Selected portions of the confidential
information memorandum are attached as Exhibit 99.1 to this
Current Report on Form 8-K (the CIM Materials), and the portions
of the CIM Materials providing the New Financial Information
included in the Recent Developments section under the headings
Fourth quarter 2016 update and Updated 2017 Guidance (excludes
impact of this potential financing transaction) are incorporated
in this Item 2.02 by reference.
The information contained or incorporated by reference in this
Item 2.02 is being furnished and shall not be deemed filed for
purposes of Section18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), or otherwise subject to the
liabilities of such section, or incorporated by reference in any
filing under the Securities Act of 1933, as amended (the
Securities Act), or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
| Item7.01. | Regulation FD Disclosure. |
In connection with the discussions with prospective lenders
referenced above, the Company intends to disclose certain updated
business information that is included in the CIM Materials.The
CIM Materials, other than those portions specifically
incorporated by reference in Item 2.02 above, are incorporated in
this Item 7.01 by reference.
The CIM Materials contain proposed debt terms, which have not
been negotiated and remain subject to change.
By furnishing this Current Report on Form 8-K and furnishing the
information set forth or incorporated by reference herein, the
Company makes no admission as to the materiality of any such
information that is required to be disclosed solely by reason of
Regulation FD.
The information contained or incorporated by reference in this
Item 7.01 is being furnished and shall not be deemed filed for
purposes of Section18 of the Exchange Act or otherwise subject to
the liabilities of such section, or incorporated by reference in
any filing under the Securities Act or the Exchange Act, except
as shall be expressly set forth by specific reference in such a
filing.
Non-GAAP Financial Information
In addition to its reported results and guidance calculated in
accordance with GAAP, the CIM Materials include performance
measures that the Securities and Exchange Commission (the SEC)
defines as non-GAAP financial measures. Management believes that
such non-GAAP financial measures, when read in conjunction with
the Companys reported or forecasted results, in each case
calculated in accordance with GAAP, can provide useful
supplemental information for investors because they facilitate a
period to period comparative assessment of the Companys operating
performance relative to its performance based on reported or
forecasted results under GAAP, while isolating the effects of
some items that vary from period to period without any
correlation to core operating performance and eliminate certain
charges that management believes do not reflect the Companys
operations and underlying operational performance. The Companys
definition of these measures or the calculation thereof to the
Companys existing credit agreement may not be comparable to
similarly titled measures of other companies because other
companies may not calculate them in the same manner and should
not be viewed in isolation from nor as alternatives to the most
directly comparable measure calculated in accordance with GAAP. A
reconciliation of these non-GAAP measures to the most
directly-comparable GAAP measures is set forth in the CIM
Materials.
Forward-Looking Statements
This Current Report on Form 8-K, including the exhibit
hereto, contains forward-looking statements within the meaning of
Section27A of the Securities Act and Section21E of the Exchange
Act. All statements other than statements of historical fact are
forward-looking statements for purposes of federal and state
securities laws, including any projections of earnings, revenue
or other financial items; any statements of the plans, strategies
and objectives of management for future operations; any
statements concerning proposed new services or developments; any
statements regarding future economic conditions or performance;
any statements of belief; and any statements of assumptions
underlying any of the foregoing. Forward-looking statements may
include the words may, will, estimate, intend, continue, believe,
expect or anticipate and any other similar words.
Although we believe that the expectations reflected in any of
our forward-looking statements are reasonable, actual results
could differ materially from those projected or assumed in any of
our forward-looking statements. Our future financial condition
and results of operations, as well as any forward-looking
statements, are subject to change and to inherent risks and
uncertainties, such as those disclosed herein or incorporated by
reference in our filings with the SEC. Important factors that
could cause our actual results, performance and achievements, or
industry results to differ materially from estimates or
projections contained in our forward-looking statements include,
among others, the following:
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our relationship with, and our ability to influence the actions of, our Members; |
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improper action by our employees or Members in violation of applicable law; |
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adverse publicity associated with our products or network marketing organization, including our ability to comfort the marketplace and regulators regarding our compliance with applicable laws; |
| changing consumer preferences and demands; |
| the competitive nature of our business; |
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regulatory matters governing our products, including potential governmental or regulatory actions concerning the safety or efficacy of our products and network marketing program, including the direct selling market in which we operate; |
| legal challenges to our network marketing program; |
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the consent order entered into with the FTC, the effects thereof and any failure to comply therewith; |
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risks associated with operating internationally and the effect of economic factors, including foreign exchange, inflation, disruptions or conflicts with our third party importers, pricing and currency devaluation risks, especially in countries such as Venezuela; |
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uncertainties relating to interpretation and enforcement of legislation in China governing direct selling; |
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our inability to obtain the necessary licenses to expand our direct selling business in China; |
| adverse changes in the Chinese economy; |
| our dependence on increased penetration of existing markets; |
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contractual limitations on our ability to expand our business; |
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our reliance on our information technology infrastructure and outside manufacturers; |
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the sufficiency of trademarks and other intellectual property rights; |
| product concentration; |
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our reliance upon, or the loss or departure of any member of, our senior management team which could negatively impact our Member relations and operating results; |
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U.S. and foreign laws and regulations applicable to our international operations; |
| restrictions imposed by covenants in our credit facility; |
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uncertainties relating to the application of transfer pricing, duties, value added taxes, and other tax regulations, and changes thereto; |
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changes in tax laws, treaties or regulations, or their interpretation; |
| taxation relating to our Members; |
| product liability claims; |
| our incorporation under the laws of the Cayman Islands; |
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whether we will purchase any of our shares in the open markets or otherwise; and |
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share price volatility related to, among other things, speculative trading and certain traders shorting our common shares. |
Additional factors that could cause actual results to differ
materially from our forward-looking statements are set forth
herein and in our filings with the SEC, including under the
heading Risk Factors, Managements Discussion and Analysis of
Financial Condition and Results of Operations and in our
Consolidated Financial Statements and the related Notes.
Forward-looking statements in this Current Report on Form
8-K, including the exhibit hereto, speak only as of the date
hereof, and forward-looking statements in documents attached that
are incorporated by reference speak only as of the date of those
documents. We do not undertake any obligation to update or
release any revisions to any forward-looking statement or to
report any events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events, except as
required by law.
Item9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| 99.1 |
Selected information contained in a confidential information memorandum |
About Herbalife Ltd. (NYSE:HLF)
Herbalife Ltd. is a global nutrition company. The Company develops and sells weight management, healthy meals and snacks, sports and fitness, energy and targeted nutritional products, as well as personal care products. The Company’s segments include North America; Mexico; South & Central America; Europe, Middle East, and Africa (EMEA); Asia Pacific, and China. The Company markets and sells over 140 products, encompassing approximately 5,000 stock keeping units (SKUs) globally. Its product categories include Weight Management; Targeted Nutrition; Energy, Sports and Fitness; Outer Nutrition, and Literature, Promotional and Other. The Company’s representative products include Formula 1 Healthy Meal, Herbal Tea Concentrate, Protein Drink Mix, Personalized Protein Powder, Total Control, Prolessa Duo, Protein Bars, Aloe Concentrate, Niteworks, Garden 7 phytonutrient supplement, Best Defense for improved immune system, COQ10 Plus and Herbalife SKIN line. Herbalife Ltd. (NYSE:HLF) Recent Trading Information
Herbalife Ltd. (NYSE:HLF) closed its last trading session down -0.16 at 53.14 with 906,403 shares trading hands.