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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q 

 

(Mark One)

☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2015

 

OR

 

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______ to _______

 

Commission File Number: 0-26272

 

NATURAL HEALTH TRENDS CORP.

(Exact name of registrant as specified in its charter)

 

Delaware	59-2705336
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

 

4514 Cole Avenue

Suite 1400

Dallas, Texas 75205

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (972) 241-4080

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer   ☐	Smaller reporting company ☑

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

 

At July 21, 2015, the number of shares outstanding of the registrant’s common stock was 12,395,938 shares.

 

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NATURAL HEALTH TRENDS CORP.
Quarterly Report on Form 10-Q
June 30, 2015

 

INDEX 

 

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	19
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Mine Safety Disclosures	21
Item 5.	Other Information	21
Item 6.	Exhibits	21
Signatures		22

 

 

FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q, in particular “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation,” includes “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). When used in this report, the words or phrases “will likely result,” “expect,” “intend,” “will continue,” “anticipate,” “estimate,” “project,” “believe” and similar expressions are intended to identify “forward-looking statements” within the meaning of the Exchange Act. These statements represent our expectations or beliefs concerning, among other things, future revenue, earnings, growth strategies, new products and initiatives, future operations and operating results, and future business and market opportunities.

 

Forward-looking statements in this report speak only as of the date hereof, and forward looking statements in documents incorporated by reference speak only as of the date of those documents. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. We caution and advise readers that these statements are based on certain assumptions that may not be realized and involve risks and uncertainties that could cause actual results to differ materially from the expectations and beliefs contained herein.

 

For a summary of certain risks related to our business, see “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K, which includes the following:

 

●

We could be adversely affected by management changes or an inability to attract and retain key management, directors and consultants;

●

Because our Hong Kong operations account for a majority of our overall business, and most of our Hong Kong business is derived from the sale of products to members in China, any material adverse change in our business relating to either Hong Kong or China would likely have a material adverse impact on our overall business;

●

Our failure to maintain and expand our distributor relationships could adversely affect our business;

●

The high level of competition in our industry could adversely affect our business;

●

An increase in the amount of compensation paid to distributors would reduce profitability;

●

Failure of new products to gain distributor and market acceptance could harm our business;

●

Direct-selling laws and regulations may prohibit or severely restrict our direct sales efforts and cause our revenue and profitability to decline, and regulators could adopt new regulations that harm our business;

●

Challenges by third parties to the form of our business model could harm our business;

●

Our products and related activities are subject to extensive government regulation, which could delay, limit or prevent the sale of some of our products in some markets;

●

New regulations governing the marketing and sale of nutritional supplements could harm our business;

●

Regulations governing the production and marketing of our personal care products could harm our business;

●

If we are found not to be in compliance with good manufacturing practices our operations could be harmed;

●

Failure to comply with domestic and foreign laws and regulations governing product claims and advertising could harm our business;

●

Although our distributors are independent contractors, improper distributor actions that violate laws or regulations could harm our business;

●

Adverse publicity associated with our products, ingredients or network marketing program, or those of similar companies, could harm our financial condition and operating results;

●

We have a limited product line;

●

We rely on a limited number of independent third parties to manufacture and supply our products;

●

Growth may be impeded by the political and economic risks of entering and operating foreign markets;

●

Currency exchange rate fluctuations could lower our revenue and net income;

●

Changes in tax or duty laws, and unanticipated tax or duty liabilities, could adversely affect our net income;

●

Transfer pricing regulations affect our business and results of operations;

●

We may be held responsible for certain taxes or assessments relating to the activities of our distributors, which could harm our financial condition and operating results;

●

We may face litigation that could harm our business;

●

We may be unable to protect or use our intellectual property rights;

●

We do not have product liability insurance and product liability claims could hurt our business;

●

Our internal controls and accounting methods may require modification;

●

If we fail to achieve and maintain an effective system of internal controls in the future, we may not be able to accurately report our financial results or prevent fraud.  As a result, investors may lose confidence in our financial reporting;

 

 

●

We rely on and are subject to risks associated with our reliance upon information technology systems;

●

System failures and attacks could harm our business;

●

Terrorist attacks, cyber-attacks, acts of war, epidemics or other communicable diseases or any other natural disasters may seriously harm our business;

●

Because our systems, software and data reside on third-party servers, our access could be temporarily or permanently interrupted;

●

We may experience substantial negative cash flows, which may have a significant adverse effect on our business and could threaten our solvency;

●

If we experience negative cash flows, we may need to seek additional debt or equity financing, which may not be available on acceptable terms or at all. If available, it could have a highly dilutive effect on the holdings of existing stockholders;

●

Disappointing quarterly revenue or operating results could cause the price of our common stock to fall;

●

Our common stock is particularly subject to volatility because of the industry in which we operate;

●

The historic price of our common stock has been volatile and the future market price of our common stock is likely to continue to be volatile. Further, the limited trading volume in our common stock has, and in the future may, contribute significantly to the high volatility in the market price of our common stock. This may make it more difficult for holders of our common stock to sell shares when they want and at prices they find attractive; and

●

Future sales by us or our existing stockholders could depress the market price of our common stock.

 

Additional factors that could cause actual results to differ materially from our forward-looking statements are set forth in this report, including under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in our financial statements and the related notes.

 

 

PART I - FINANCIAL INFORMATION

 

Item 1.     FINANCIAL STATEMENTS

 

NATURAL HEALTH TRENDS CORP.

 

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share Data)

 

 

See accompanying notes to consolidated financial statements.

 

 

NATURAL HEALTH TRENDS CORP.

 

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(In Thousands, Except Per Share Data)

 

 

See accompanying notes to consolidated financial statements.

 

 

 

NATURAL HEALTH TRENDS CORP.

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(In Thousands)

 

 

See accompanying notes to consolidated financial statements.

 

 

NATURAL HEALTH TRENDS CORP.

 

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In Thousands)

 

 

See accompanying notes to consolidated financial statements.

 

 

NATURAL HEALTH TRENDS CORP.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

 

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Business Overview

 

We are an international direct-selling and e-commerce company. Subsidiaries controlled by us sell personal care, wellness, and “quality of life” products under the “NHT Global” brand. In most markets, we sell our products to an independent distributor network that either uses the products themselves or resells them to consumers. Our wholly-owned subsidiaries have an active physical presence in the following markets: North America; Greater China, which consists of Hong Kong, Taiwan and China; Commonwealth of Independent States, which consists of Russia and Kazakhstan; South Korea; Japan; and Europe, which consists of Italy and Slovenia.

 

Our distributor network operates in a seamless manner from market to market, except for the Chinese market, where we sell to consumers through an e-commerce platform. We believe that all of our operating segments should be aggregated into a single reportable segment as they have similar economic characteristics. Additionally, we believe that all of the operating segments are similar in the nature of the products sold, the product acquisition process, the types of customers products are sold to, the methods used to distribute the products, and the nature of the regulatory environment. Our e-commerce retail business in China does not require a direct selling license and allows for discounts on volume purchases. There is no separate segment manager who is held accountable by our chief operating decision-makers, or anyone else, for operations, operating results and planning for the Chinese market on a stand-alone basis. Accordingly, we consider ourselves to be in a single reporting segment and operating unit structure. 

 

As of June 30, 2015, we were conducting business through 76,400 active distributors, compared to 62,010 three months ago and 42,400 a year ago. We consider a distributor “active” if they have placed at least one product order with us during the preceding year. Our priority is to focus our resources in our most promising markets, which we consider to be Greater China and countries where our existing members have the connections to recruit prospects and sell our products, such as Southeast Asia. An aggregate of up to $10.0 million may be invested in our Mainland China entity for such purposes as establishing China-based manufacturing capabilities, increasing public awareness of the Company and its products, sourcing more Chinese-made products, building a chain of service stations as required, opening additional Healthy Lifestyle Centers or branch offices, adding local staffing level and funding the mandated deposit and other requirements for a China direct selling license application. In June 2015, the Company funded the mandated deposit in the amount of CNY 20 million (USD 3.3 million).

 

We generate approximately 97% of our net sales from subsidiaries located outside North America, with sales in Hong Kong representing 93% of net sales in the latest fiscal quarter. Because of the size of our foreign operations, operating results can be impacted negatively or positively by factors such as foreign currency fluctuations, and economic, political and business conditions around the world. In addition, our business is subject to various laws and regulations, in particular regulations related to direct selling activities that create uncertain risks for our business, including improper claims or activities by our distributors and potential inability to obtain necessary product registrations.

 

China has been and continues to be our most important business development project. In June 2004, we obtained a general business license in China. Direct selling is prohibited in China without a direct selling license which we do not have. In December 2005, we submitted a preliminary application for a direct selling license. In June 2006, we submitted a revised application package in accordance with new requirements issued by the Chinese government. In June 2007, we launched a new e-commerce retail platform in China that does not require a direct selling license. The platform is designed to be in compliance with our understanding of current laws and regulations in China. In November 2007, we filed a new, revised direct selling application incorporating a name change, our new e-commerce model and other developments. These direct selling applications were not approved or rejected by the pertinent authorities, but did not appear to materially progress. By 2009, the information contained in the most recent application was stale. The Company applied to temporarily withdraw the license application in February 2009 to furnish new information and intends to amend its application with the goal to re-apply. We are unable to predict whether we will be successful in obtaining a direct selling license to operate in China, and if we are successful, when we will be permitted to enhance our e-commerce retail platform with direct selling operations.

 

Most of our Hong Kong revenue is derived from the sale of products that are delivered to members in China. After consulting with outside professionals, we believe that our Hong Kong e-commerce business does not violate any applicable laws in China even though it is used for the internet purchase of our products by buyers in China. But the government in China could, in the future, officially interpret its laws and regulations - or adopt new laws and regulations - to prohibit some or all of our e-commerce activities with China and, if our members engage in illegal activities in China, those actions could be attributed to us. In addition, other Chinese laws regarding how and when members may assemble and the activities that they may conduct, or the conditions under which the activities may be conducted, in China are subject to interpretations and enforcement that sometimes vary from province to province, among different levels of government, and from time to time. Members could be accused to violate one or more of the laws regulating these activities, notwithstanding training that we attempt to provide. Enforcement measures regarding these violations, which can include arrests, raise the uncertainty and perceived risk associated with conducting this business, especially among those who are aware of the enforcement actions but not the specific activities leading to the enforcement action. We believe that this has led some existing members in China - who are signed up as distributors in Hong Kong - to leave the business or curtail their selling activities and has led some potential members to choose not to participate. Among other things, we are managing this risk with more training and public relations efforts that are designed, among other things, to distinguish the Company from businesses that make no attempt to comply with the law. This environment creates uncertainty about the future of doing this type of business in China generally and under our business model, specifically.

 

 

Income Statement Presentation

 

We mainly derive revenue from sales of products, enrollment packages, and shipping charges. Substantially all of our product sales are to independent distributors at published wholesale prices. Product sales are recorded when the products are shipped and title passes to independent distributors, which generally is upon our delivery to the carrier that completes delivery to the distributors. We estimate and accrue a reserve for product returns based on our return policies and historical experience. Enrollment package revenue, including any nonrefundable set-up fees, is deferred and recognized over the term of the arrangement, generally twelve months.

 

Cost of sales consists primarily of products purchased from third-party manufacturers, freight cost for transporting products to our foreign subsidiaries and shipping products to distributors, import duties, packing materials, product royalties, costs of promotional materials sold to the Company’s distributors at or near cost, and provisions for slow moving or obsolete inventories. Cost of sales also includes purchasing costs, receiving costs, inspection costs and warehousing costs.

 

Distributor commissions are typically our most significant expense and are classified as an operating expense. Under our compensation plan, distributors are paid weekly commissions, generally in their home country currency, for product purchases by their down-line distributor network across all geographic markets, except China, where we launched an e-commerce retail platform and do not pay any commissions. This "seamless" compensation plan enables a distributor located in one country to sponsor other distributors located in other countries where we are authorized to conduct our business. Currently, there are basically two ways in which our distributors can earn income:

 

●

Through retail markups on sales of products purchased by distributors at wholesale prices (in some markets, sales are for personal consumption only and income may not be earned through retail mark-ups on sales in that market); and

●

Through commissions paid on product purchases made by their down-line distributors.

 

Each of our products is designated a specified number of bonus volume points. Commissions are based on total personal and group bonus volume points per sales period. Bonus volume points are essentially a percentage of a product’s wholesale cost. As the distributor’s business expands from successfully sponsoring other distributors who in turn expand their own businesses by sponsoring other distributors, the distributor receives higher commissions from purchases made by an expanding down-line network. To be eligible to receive commissions, a distributor may be required to make nominal monthly or other periodic purchases of our products. Certain of our subsidiaries do not require these nominal purchases for a distributor to be eligible to receive commissions. In determining commissions, the number of levels of down-line distributors included within the distributor's commissionable group increases as the number of distributorships directly below the distributor increases. Under our current compensation plan, certain of our commission payouts may be limited to a hard cap dollar amount per week or a specific percentage of total product sales. In some markets, commissions may be further limited. In some markets, we also pay certain bonuses on purchases by up to three generations of personally sponsored distributors, as well as bonuses on commissions earned by up to three generations of personally sponsored distributors. Distributors can also earn income, trips and other prizes in specific time-limited promotions and contests we hold from time to time. Distributor commissions are dependent on the sales mix and, for the first six months of 2014 and 2015, represented 45% and 48% of net sales, respectively. From time to time we make modifications and enhancements to our compensation plan to help motivate distributors, which can have an impact on distributor commissions. From time to time we also enter into agreements for business or market development, which may result in additional compensation to specific distributors.

 

Selling, general and administrative expenses consist of administrative compensation and benefits (including stock-based compensation), travel, credit card fees and assessments, professional fees, certain occupancy costs, and other corporate administrative expenses. In addition, this category includes selling, marketing, and promotion expenses including costs of distributor training events and conventions, which are designed to increase both product awareness and distributor recruitment. Because our various distributor conventions are not always held at the same time each year, interim period comparisons will be impacted accordingly. 

 

 

The functional currency of our international subsidiaries is generally their local currency. Local currency assets and liabilities are translated at the rates of exchange on the balance sheet date, and local currency revenues and expenses are translated at average rates of exchange during the period. Equity accounts are translated at historical rates.  The resulting translation adjustments are recorded directly into a separate component of stockholders’ equity and represent the only component of accumulated other comprehensive income.

 

Sales by our foreign subsidiaries are transacted in the respective local currencies and are translated into U.S. dollars using average rates of exchange for each monthly accounting period to which they relate.  Most of our product purchases from third-party manufacturers are transacted in U.S. dollars.  Consequently, our sales and net earnings are affected by changes in currency exchange rates, with sales and earnings generally increasing with a weakening U.S. dollar and decreasing with a strengthening U.S. dollar.

 

Results of Operations 

 

The following table sets forth our operating results as a percentage of net sales for the periods indicated.

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2014				2015				2014				2015
Net sales			100.0	%			100.0	%			100.0	%			100.0	%
Cost of sales			22.0				20.2				22.3				20.8
Gross profit			78.0				79.8				77.7				79.2
Operating expenses:
Distributor commissions			45.2				50.2				45.1				48.4
Selling, general and administrative expenses			14.7				11.9				16.3				13.3
Depreciation and amortization			0.1				0.1				0.1				0.1
Total operating expenses			60.0				62.2				61.5				61.8
Income from operations			18.0				17.6				16.2				17.4
Other income, net			-				0.2				-				-
Income before income taxes			18.0				17.8				16.2				17.4
Income tax provision			0.2				0.2				0.2				0.2
Net income			17.8	%			17.6	%			16.0	%			17.2	%

 

Net Sales

 

The following table sets forth revenue by market for the periods indicated (in thousands):

 

		Three Months Ended June 30,																Six Months Ended June 30,
		2014								2015								2014								2015
North America		$	585				1.7	%		$	1,878				2.7	%		$	1,139				2.0	%		$	3,111				2.8	%
Hong Kong			31,609				92.5				64,778				92.9				52,020				90.7				102,117				92.5
China			216				0.6				810				1.2				423				0.7				1,311				1.2
Taiwan			829				2.4				1,359				2.0				1,502				2.6				2,364				2.1
South Korea			114				0.3				516				0.7				376				0.7				728				0.7
Japan			22				0.1				18				-				48				0.1				42				-
Russia, Kazakhstan and Ukraine			717				2.1				260				0.4				1,661				2.9				581				0.5
Europe			97				0.3				97				0.1				182				0.3				171				0.2
Total		$	34,189				100.0	%		$	69,716				100.0	%		$	57,351				100.0	%		$	110,425				100.0	%

 

Net sales were $69.7 million for the three months ended June 30, 2015 compared with $34.2 million for the comparable period a year ago, an increase of $35.5 million, or 104%.  Hong Kong net sales increased $33.2 million, or 105%, over the comparable period a year ago. The sales increase was primarily due to a substantial increase in product sale volumes attributable to the effectiveness of the Company’s leadership development, promotional programs, incentives, events, new products, training, commission plans and services.

 

Outside of our Hong Kong business, net sales increased $2.4 million, or 91%, over the comparable period in the prior year. Double or triple digit sales increases occurred in North America, South Korea, Taiwan and the China e-commerce business. These increases were offset by the performance of our Commonwealth of Independent States (“CIS”) market, which continues to be negatively impacted by the political unrest in the region, as well as the devaluation of the Russian ruble, and decreased $457,000, or 64%, over the comparable period a year ago.

 

 

Net sales were $110.4 million for the six months ended June 30, 2015 compared with $57.4 million for the comparable period a year ago, an increase of $53.0 million, or 93%.  Hong Kong net sales increased $50.1 million, or 96%, over the comparable period a year ago.

 

Outside of our Hong Kong business, net sales increased $3.0 million, or 56%, over the comparable period a year ago. This increase is net of, as stated above, the performance of our CIS market, which continues to be negatively impacted by the political unrest in the region, as well as the devaluation of the Russian ruble, and decreased $1.1 million, or 65%, over the comparable period a year ago.

 

As of June 30, 2015, our operating subsidiaries had 76,400 active distributors, compared with 42,400 active distributors at June 30, 2014. Hong Kong experienced an increase of 32,800 active distributors, or 93%, from June 30, 2014 to June 30, 2015. This substantial increase in the number of active distributors is attributable to the same factors that contributed to the increase in net sales and product sale volumes on a period-over-period basis.

 

As of June 30, 2015, deferred revenue was $8.2 million, which primarily consisted of $6.3 million pertaining to unshipped product orders, $1.1 million pertaining to auto ship advances and $251,000 pertaining to unamortized enrollment package revenue.

 

Gross Profit

 

Gross profit was 79.8% of net sales for the three months ended June 30, 2015 compared with 78.0% of net sales for the three months ended June 30, 2014. The gross profit margin percentage increase is primarily attributable to both lower logistics costs and higher product margins in Hong Kong.

 

Gross profit increased to 79.2% of net sales for the six months ended June 30, 2015 compared with 77.7% of net sales for the six months ended June 30, 2014 primarily due to, as stated above, lower logistics costs and higher product margins in Hong Kong. Additionally, lower third party service provider fees and importation costs in Russia contributed to the increase over the comparable period in the prior year.

 

Distributor Commissions

 

Distributor commissions were 50.2% of net sales for the three months ended June 30, 2015, compared with 45.2% of net sales for the three months ended June 30, 2014, and 48.4% of net sales for the six months ended June 30, 2015, compared with 45.1% for the comparable period a year ago. The increase as a percentage of net sales for both the three and six month periods ended June 30, 2015 primarily results from increasing the estimated costs for the on-going cash and prize incentive program surrounding our international recognition program.

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses were $8.3 million for the three months ended June 30, 2015 compared with $5.0 million in the same period a year ago. For the six months ended June 30, 2015, selling, general and administrative expenses were $14.7 million compared with $9.4 million for the comparable period a year ago. Selling, general and administrative expenses increased by 65% and 57%, respectively, during the three and six month periods mainly due to an increase in employee-related costs and incentive program accruals, professional fees, director costs, facility costs, as well as an increase in credit card fees and assessments due to higher net sales as compared to the same periods in the prior year.

 

Income Taxes

 

An income tax provision of $122,000 and $193,000 was recognized during the three and six month periods ended June 30, 2015, respectively, related to our operations outside the United States. An income tax provision of $59,000 and $98,000 was recognized during the three and six months ended June 30, 2014, respectively. The Company did not recognize a tax benefit for U.S. tax purposes due to uncertainty that the benefit will be realized.

 

Liquidity and Capital Resources

 

At June 30, 2015, the Company’s cash and cash equivalents totaled $74.4 million. Total cash and cash equivalents increased by $29.6 million from December 31, 2014 to June 30, 2015. As of June 30, 2015, cash and cash equivalents included $2.8 million held in banks located within China, which is subject to foreign currency controls.

 

 

At June 30, 2015, the ratio of current assets to current liabilities was 1.74 to 1.00 and the Company had $34.7 million of working capital. Current liabilities included deferred revenue of $8.2 million that consisted primarily of unshipped product orders, auto ship advances and unamortized enrollment package revenues. The ratio of current assets to current liabilities excluding deferred revenue was 2.11 to 1.00. Working capital as of June 30, 2015 increased $9.5 million compared to the Company’s working capital as of December 31, 2014, due to cash generated from operations.

 

Cash provided by operations for the first six months of 2015 was $39.5 million compared with $12.8 million in the comparable period of 2014. The increase in operating cash flows results primarily from the increase in product orders, including those reflected in deferred revenue at period end, over the same period in the prior year. Additionally, the electronic wallet (eWallet) functionality introduced in Hong Kong in October 2014 contributed to the increase as such commission amounts would have been paid out immediately to distributors a year ago instead of deposited into distributor eWallet accounts for purposes as directed by each distributor.

 

Cash flows used in investing activities totaled $3.6 million during the first six months of 2015. In June 2015, the Company funded a bank deposit account in the amount of CNY 20 million (USD 3.3 million) in anticipation of submitting a direct selling license application. Such deposit is required by Chinese laws to establish a consumer protection fund. Additionally, buildout costs of $255,000 were incurred for new offices located in Hong Kong and Singapore and at the multi-purposed facility in Zhongshan, China during the first three months of 2015. Cash flows used in investing activities totaled $97,000 during the first six months of 2014. 

 

Cash flows used in financing activities during the first six months of 2015 totaled $6.4 million. The Company used $6.1 million to repurchase shares of its common stock. On January 22, 2015, the Company entered into a Stock Repurchase Agreement with George K. Broady, a director of the Company and owner of more than 5% of its outstanding common stock. The agreement provided for the Company’s purchase from Mr. Broady in off-the-market, private transactions of a total of 91,817 shares of the Company’s common stock, which would be purchased at the rate of 5,000 shares each trading day following the date of the agreement until all of such shares were purchased. The shares would be purchased at a per share price equal to the closing price per share of the Company’s common stock on the preceding trading day, as reported on the primary market in which the Company’s common stock is publicly traded. The Company’s purchases concluded on February 19, 2015, and resulted in an aggregate purchase price of $1.1 million.

 

On May 4, 2015, the Board of Directors approved a stock repurchase program of up to $5.0 million of the Company’s outstanding shares of common stock.  In connection therewith, the Company was advised by Mr. Broady that he would participate in the stock repurchase program on a basis roughly proportional to his ownership interest. As such, the Company authorized its broker to proceed with the purchase of shares of the Company’s common stock in the open market for a total purchase price of $3.5 million in accordance with Rules 10b5-1 and 10b-18 under the Exchange Act, and entered into another Stock Repurchase Agreement with Mr. Broady for the repurchase of his proportional ownership interest. The stock repurchase program completed on May 13, 2015, and resulted in the Company purchasing a total of 186,519 shares of its common stock for an aggregate purchase price of $5.0 million, plus transaction costs. 

 

Other financing cash flows during the first six months of 2015 included cash dividend payments of $621,000 and proceeds of $309,000 received from the exercise of warrants to purchase shares of common stock. On February 27, 2015, the Board of Directors declared a cash dividend of $0.02 on each share of common stock outstanding, payable on March 27, 2015 to stockholders of record on March 17, 2015. On May 4, 2015, the Board of Directors declared a cash dividend of $0.03 on each share of common stock outstanding, payable on May 29, 2015 to stockholders of record on May 19, 2015. In April 2015, warrants to purchase 88,097 shares of common stock were exercised at $3.5043 per share.

 

Cash flows provided by financing activities during the first six months of 2014 totaled $2.4 million. Warrants to purchase 747,883 shares of common stock were exercised during the first six months of 2014 at exercise prices ranging from $3.5137 to $3.52 per share for total proceeds of $2.6 million. This amount was partly offset by cash dividend payments of $195,000 and the repurchase of common stock in accordance with the Rule 10b5-1 plan authorized by the Board of Directors on August 13, 2012 to purchase 100,000 shares of its common stock on behalf of its non-officer, overseas employees. Such repurchases totaled $63,000 during the first six months of 2014.

 

On July 28, 2015, the Board of Directors declared a cash dividend of $0.04 on each share of common stock outstanding. Such dividends are payable on August 28, 2015 to stockholders of record on August 18, 2015. Payment of any future dividends on shares of common stock will be at the discretion of the Company’s Board of Directors.

 

 

Also on July 28, 2015, the Board of Directors approved a stock repurchase program of up to $15.0 million of the Company’s outstanding shares of common stock, including $5.0 million of repurchases intended to be executed as soon as possible.   Such repurchases are expected to be executed to the extent that the Company’s earnings and cash-on-hand allow, and are anticipated to be conducted through December 2016.   Such repurchases will be made in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”).  For all or a portion of the authorized repurchase amount, the Company may enter into one or more plans that are compliant with Rule 10b5-1 of the Exchange Act that are designed to facilitate these purchases.  The repurchase program does not require the Company to acquire a specific number of shares, and may be suspended from time to time or discontinued.  The Company anticipates that George K. Broady, its largest shareholder and a member of its Board of Directors, will participate in the Company’s repurchase program on a basis roughly proportional to his ownership interest. To that end, the Company and Mr. Broady are in discussions regarding the terms of a mutually agreeable stock purchase agreement.

  

The Company believes that its existing internal liquidity, supported by cash on hand and cash flows from operations should be adequate to fund normal business operations and address its financial commitments for at least the next 12 months, assuming no significant unforeseen expense or revenue decline. If the Company’s foregoing beliefs or assumptions prove to be incorrect, however, the Company’s business, results of operations and financial condition could be materially adversely affected.

 

The Company does not have any significant unused sources of liquid assets. If necessary, the Company may attempt to generate more funding from the capital markets, but currently does not believe that will be necessary.

 

Our priority is to focus our resources in our most important markets, which we consider to be Greater China and countries where our existing members may have the connections to recruit prospects and sell our products, such as Southeast Asia. An aggregate of up to $10.0 million may be invested in our Mainland China entity for such purposes as establishing China-based manufacturing capabilities, increasing public awareness of the Company and its products, sourcing more Chinese-made products, building a chain of service stations as required, opening additional Healthy Lifestyle Centers or branch offices, adding local staffing level and funding the mandated deposit and other requirements for a China direct selling license application. In June 2015, the Company funded the mandated deposit in the amount of CNY 20 million (USD 3.3 million).

 

Critical Accounting Policies and Estimates 

 

A summary of our significant accounting policies is provided in Note 1 of the Notes to Consolidated Financial Statements in Item 8 of our 2014 Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (SEC) on March 6, 2015. The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reported period. The process of determining significant estimates is fact specific and takes into account historical experience and current and expected economic conditions. To the extent that there are material differences between the estimates and actual results, future results of operations will be affected.

 

Critical accounting policies and estimates are defined as both those that are material to the portrayal of our financial condition and results of operations and as those that require management’s most subjective judgments.  Management believes the Company’s critical accounting policies and estimates are those related to obsolete inventory and the fair value of acquired intangible assets, including goodwill, revenue recognition, as well as those used in the determination of liabilities related to sales returns, distributor commissions and income taxes.

 

Inventory Valuation. The Company reviews its inventory carrying value and compares it to the net realizable value of its inventory and any inventory value in excess of net realizable value is written down. In addition, the Company reviews its inventory for obsolescence and any inventory identified as obsolete is reserved or written off. The Company’s determination of obsolescence is based on assumptions about the demand for its products, product expiration dates, estimated future sales, and management’s future plans. Also, if actual sales or management plans are less favorable than those originally projected by management, additional inventory reserves or write-downs may be required. At December 31, 2014 and June 30, 2015, the Company’s inventory value was $3.8 million and $5.3 million, respectively, net of reserves of $18,000 at December 31, 2014 and June 30, 2015. No significant provision was recorded during the periods presented.

 

Valuation of Goodwill.  The Company assesses qualitative factors in order to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, through this qualitative assessment, the conclusion is made that it is more likely than not that a reporting unit’s fair value is less than its carrying amount, a two-step impairment test is performed. The Company’s policy is to test for impairment annually during the fourth quarter. At December 31, 2014 and June 30, 2015, goodwill of $1.8 million was reflected on the Company’s balance sheet. No impairment of goodwill was recognized during the periods presented.

 

Allowance for Sales Returns. Allowance for Sales Returns. An allowance for sales returns is provided during the period the product is shipped.  The allowance is based upon the return policy of each country, which varies from 14 days to one year, and their historical return rates, which range from approximately 0.5% to 5% of sales.  Sales returns were 1% of sales for the six month periods ended June 30, 2014 and 2015, respectively.  The allowance for sales returns was $654,000 and $1,261,000 at December 31, 2014 and June 30, 2015, respectively.  No material changes in estimates have been recognized during the periods presented.

 

 

Revenue Recognition.  Product sales are recorded when the products are shipped and title passes to independent distributors. Product sales to distributors are made pursuant to a distributor agreement that provides for transfer of both title and risk of loss upon our delivery to the carrier that completes delivery to the distributors, which is commonly referred to as “F.O.B. Shipping Point.” The Company primarily receives payment by credit card at the time distributors place orders. The Company’s sales arrangements do not contain right of inspection or customer acceptance provisions other than general rights of return. Amounts received for unshipped product are recorded as deferred revenue. Such amounts totaled $1.2 million and $6.3 million at December 31, 2014 and June 30, 2015, respectively. Shipping charges billed to distributors are included in net sales. Costs associated with shipments are included in cost of sales.

 

Enrollment package revenue, including any nonrefundable set-up fees, is deferred and recognized over the term of the arrangement, generally twelve months. Enrollment packages provide distributors access to both a personalized marketing website and a business management system. No upfront costs are deferred as the amount is nominal. At December 31, 2014 and June 30, 2015, enrollment package revenue totaling $222,000 and $251,000 was deferred, respectively. Although the Company has no immediate plans to significantly change the terms or conditions of enrollment packages, any changes in the future could result in additional revenue deferrals or could cause us to recognize the deferred revenue over a longer period of time. Additionally, deferred revenue includes advances for auto ship orders. In certain markets, when a distributor’s cumulative commission income reaches a certain threshold, a percentage of the distributor’s weekly commission is held back as an advance and applied to an auto ship order once the accumulated amount of the advances is sufficient to pay for the pre-selected auto ship package of the distributor.  Such advances were $815,000 and $1.1 million at December 31, 2014 and June 30, 2015, respectively.

 

Distributor Commissions. Independent distributors earn commissions based on total personal and group bonus volume points per weekly sales period.  Each of our products are designated a specified number of bonus volume points, which is essentially a percentage of the product’s wholesale price.  The Company accrues commissions when earned and pays commissions on product sales generally two weeks following the end of the weekly sales period.

 

In some markets, we also pay certain bonuses on purchases by up to three generations of personally sponsored distributors, as well as bonuses on commissions earned by up to three generations of personally sponsored distributors. Independent distributors may also earn incentives based on meeting certain qualifications during a designated incentive period, which may range from several weeks to up to a year.  These incentives may be both monetary and non-monetary in nature.  The Company estimates and accrues the costs associated with incentives over the duration of the qualification period based on distributor achievement of the qualification requirements. Accrued commissions, including the estimated cost of our international recognition incentive program and other supplemental programs, totaled $8.9 million and $14.3 million at December 31, 2014 and June 30, 2015, respectively.

 

Tax Valuation Allowance.  The Company evaluates the probability of realizing the future benefits of any of its deferred tax assets and records a valuation allowance when it believes a portion or all of its deferred tax assets may not be realized. The Company has a valuation allowance equal its net deferred tax assets due to the uncertainty of future operating results. The valuation allowance will be reduced at such time as management believes it is more likely than not that the deferred tax assets will be realized. During each of the three and six month periods ended June 30, 2014 and 2015, no such reduction in the valuation allowance occurred. Any reductions in the valuation allowance will reduce future income tax provisions.

 

Provision for income taxes depends on the statutory tax rates in each of the jurisdictions in which we operate. We believe that we operate in compliance with all applicable transfer pricing laws and we intend to continue to operate in compliance with such laws. However, there can be no assurance that we will continue to be found to be operating in compliance with transfer pricing laws, or that those laws would not be modified, which, as a result, may require changes in our operating procedures. If the United States Internal Revenue Service or the taxing authorities of any other jurisdiction were to successfully challenge these agreements, plans, or arrangements, or require changes in our transfer pricing practices, we could be required to pay higher taxes, interest and penalties, and our earnings would be adversely affected.

 

Item 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable under smaller reporting company disclosure rules.

 

 

Item 4.     CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

Management, with the participation of the Company’s principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of June 30, 2015. The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including the Company’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, the principal executive officer and principal financial officer concluded that, as of June 30, 2015, the Company’s disclosure controls and procedures were effective.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2015 that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

 

 

PART II — OTHER INFORMATION

 

Item 1.     LEGAL PROCEEDINGS

 

None.

 

Item 1A.  RISK FACTORS

 

Not applicable under smaller reporting company disclosure rules.

 

Item 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

(c)   Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 

A summary of the Company’s purchases of shares of its common stock during the quarter ended June 30, 2015 is as follows:

 

Period		Total Number of Shares Purchased (a)				Average Price Paid Per Share				Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b)				Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (c)
April 1-30, 2015			186,519			$	26.80				186,519				18,343
May 1-31, 2015			-			$	-				-				18,343
June 1-30, 2015			-			$	-				-				18,343

 

(a)

The shares were purchased in open market transactions as described in footnote (b) below, except for those shares purchased under the Stock Repurchase Agreement also described in footnote (b) below.

 

(b)

On May 4, 2015, the Board of Directors approved a stock repurchase program of up to $5.0 million of the Company’s outstanding shares of common stock.  In connection therewith, the Company was advised by George K. Broady, a director of the Company and owner of more than 5% of its outstanding common stock, that Mr. Broady would participate in the stock repurchase program on a basis roughly proportional to his ownership interest. As such, the Company authorized its broker to proceed with the purchase of shares of the Company’s common stock in the open market for a total purchase price of $3.5 million in accordance with Rules 10b5-1 and 10b-18 under the Exchange Act. The open market repurchases were completed on May 12, 2015. The stock repurchase program, which included both open market purchases and the purchase of shares from Mr. Broady, resulted in the Company purchasing a total of 186,519 shares of its common stock for an aggregate purchase price of $5.0 million, plus transaction costs.

 

On May 7, 2015, the Company entered into a Stock Repurchase Agreement with Mr. Broady that provided for the Company’s purchase of common stock from Mr. Broady in off-the-market, private transactions at a rate equal to 0.4286 times the number of shares purchased by the Company’s broker in conjunction with the stock repurchase program authorized by the Company’s Board of Directors on May 4, 2015.

 

(c)

On August 13, 2012, the Company disclosed in its Quarterly Report on Form 10-Q that its Board of Directors had, on that day, authorized the Company, acting as trustee for certain of its employees, to execute a Rule 10b5-1 plan to purchase 100,000 shares of its common stock in accordance with guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934 (the “Exchange Act”) and the Company's policies regarding stock transactions (the “Employee Plan”).  The Company may terminate the plan at any time.  The employees for whom the Company will purchase stock as trustee under the plan will receive the stock as incentive compensation in quarterly increments over three years beginning March 15, 2013, provided that they are employees of the Company on the date of the distribution. Any stock that is purchased under the plan that is forfeited by an employee whose employment terminates will be delivered to the Company and held by it as treasury stock.

 

The Company, as Trustee, began purchasing under the Employee Plan in December 2012. Under the initial 10b5-1 plan executed by the Company, as Trustee, with the Board’s authorization, the Company would not purchase more than 2,800 shares per month. That 10b5-1 plan was replaced by a new 10b5-1 plan effective November 11, 2013, which was amended on May 13, 2014 and again on October 23, 2014. The latest 10b5-1 plan terminated in November 2014, and the Company, as Trustee, has not entered into a new 10b5-1 plan.

 

 

The stock repurchase program approved by the Company’s Board of Directors on May 4, 2015 was completed on May 13, 2015, and resulted in the Company purchasing a total of 186,519 shares of its common stock for an aggregate purchase price of $5.0 million, plus transaction costs. Of that total, the Company purchased 55,958 shares from Mr. Broady under the Stock Repurchase Agreement for an aggregate purchase price of $1.5 million.

 

Item 3.     DEFAULTS UPON SENIOR SECURITIES

 

None.

 

Item 4.     MINE SAFETY DISCLOSURES

 

Not applicable.

 

Item 5.     OTHER INFORMATION

 

None.

 

Item 6.     EXHIBITS

 

Exhibit Number		Exhibit Description
31.1		Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation
101.DEF		XBRL Taxonomy Extension Definition
101.LAB		XBRL Taxonomy Extension Labels
101.PRE		XBRL Taxonomy Extension Presentation

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	NATURAL HEALTH TRENDS CORP.
Date: July 28, 2015	/s/ Timothy S. Davidson
	Timothy S. Davidson
	Senior Vice President and Chief Financial Officer
	(Principal Financial Officer)

 

 

EXHIBIT INDEX

 

Exhibit Number		Exhibit Description
31.1		Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation
101.DEF		XBRL Taxonomy Extension Definition
101.LAB		XBRL Taxonomy Extension Labels
101.PRE		XBRL Taxonomy Extension Presentation

 

 

 

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