UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
(Amendment No. 1)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 30, 2003
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: 0-25238
NATURAL HEALTH TRENDS CORP.
(Exact Name of Small Business Issuer as Specified in its Charter)
Florida 59-2705336
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
12901 Hutton Drive
Dallas, Texas 75234
(Address of Principal Executive Office) (Zip Code)
(972) 241-4080
(Issuer's telephone number including area code)
Indicate by check mark whether the issuer (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 and (2) has been subject to
such filing requirements for the past 90 days.
Yes [X] No [ ]
The number of shares of issuer's Common Stock, $.001 par value,
outstanding as of November 19, 2003 were 4,656,408 shares.
NATURAL HEALTH TRENDS CORP.
Form 10-QSB/A
For Quarter Ended September 30, 2003
Explanatory Note:
----------------
The purpose of this amendment is to amend Part I, Item 2 - Management's
Discussion and Analysis and Part I, Item 1 -Financial Statements for the
restatements identified in note 2 to the consolidated financial statements and
to give effect to the 1 for 100 reverse stock split in March 2003. All other
items remain unchanged from the original filing.
During the quarters ended September 30 and December 31, 2003, the Company
re-evaluated its financial statements for the years ended December 31, 2002 and
2001, the quarterly periods included in such years and the quarterly periods
ended March 31, June 30 and September 30, 2003. As a result of such review, the
Company determined that it inadvertently applied the incorrect accounting
treatment with respect to the following items:
(i) revenue recognition with respect to administrative enrollment
fees;
(ii) revenue cut-off between 2002 and 2003;
(iii) accounts receivable reconciliation to supporting documents;
(iv) reserves established for product returns and refunds;
(v) the gain recorded in connection with the sale of a subsidiary
in 2001; and
(vi) income tax provisions.
Consequently, the Company is amending and restating its financial statements for
each quarter in 2001, 2002 and 2003 as well as the Form 10-KSB for the years
ended December 31, 2001 and 2002.
NATURAL HEALTH TRENDS CORP.
FORM 10-QSB
For Quarter Ended September 30, 2003
INDEX
Page
Number
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Consolidated Balance Sheet as of September 30, 2003 1
Consolidated Statements of Operations
for the three and nine months ended September 30, 2003 and 2002 2
Consolidated Statements of Comprehensive Income
for the three and nine months ended September 30, 2003 and 2002 3
Consolidated Statements of Cash Flows
for the nine months ended September 30, 2003 and 2002 4
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis or Plan of Operations 10
Item 3. Controls and Procedures 13
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 2. Changes in Securities and Use of Proceeds 14
Item 3. Defaults Upon Senior Securities 14
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
Signature 15
Certifications 16
NATURAL HEALTH TRENDS CORP.
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
September 30,
2003
As Restated
------------
ASSETS
Current Assets:
Cash $ 4,086,437
Accounts receivable 1,082,887
Inventories 4,102,266
Prepaid expenses and other current assets 769,734
Restricted cash 1,179,728
------------
Total Current Assets 11,221,052
Property and equipment, net 860,611
Deposits and other assets 928,658
Goodwill 207,765
Database 792,581
Website 22,167
------------
Total Assets $ 14,032,834
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 2,310,114
Accrued expenses 952,918
Accrued associate commissions 1,544,908
Notes payable 275,051
Current portion of long term debt 90,147
Income tax payable 1,710,322
Deferred revenue 2,048,837
Other current liabilities 506,607
------------
Total Current Liabilities 9,438,904
------------
Long term debt 39,864
------------
Total Liabilities 9,478,768
Minority interest 472,090
Stockholders' Equity:
Preferred stock ($1,000 par value; authorized
1,500,000 shares) --
Common stock ($.001 par value; authorized
500,000,000 shares; issued and outstanding 4,656,408
shares) 4,656
Additional paid in capital 34,201,498
Accumulated deficit (30,171,660)
Accumulated other comprehensive income 47,482
------------
Total Stockholders' Equity 4,081,976
------------
Total Liabilities and Stockholders' Equity $ 14,032,834
============
The accompanying notes are an integral part of these
consolidated financial statements.
1
NATURAL HEALTH TRENDS CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------- ----------------------------
2003 2002 2003 2002
As Restated As Restated As Restated As Restated
------------ ------------ ------------ ------------
Net sales $ 16,739,765 $ 10,840,365 $ 39,964,167 $ 24,555,530
Cost of sales 3,671,035 1,995,547 7,449,725 4,415,042
------------ ------------ ------------ ------------
Gross profit 13,068,730 8,844,818 32,514,442 20,140,488
Associate commissions 6,988,233 4,665,502 16,498,279 12,412,739
Selling, general and
administrative expenses 4,132,874 2,878,838 10,982,703 7,216,289
------------ ------------ ------------ ------------
Operating income 1,947,623 1,300,478 5,033,460 511,460
Minority interest in (22,112) (35,161) (45,343) (95,539)
subsidiary
Gain (loss) on foreign
currency (87,754) 45,113 (99,246) (33,758)
Other income, net (26,911) 5,222 (37,715) (71,247)
Interest expense, net (34,546) (11,729) (54,722) (44,338)
------------ ------------ ------------ ------------
Net income before taxes 1,776,300 1,303,923 4,796,434 266,578
Income tax expense 500,000 -- 1,200,322 --
------------ ------------ ------------ ------------
Net income 1,276,300 1,303,923 3,596,112 266,578
Preferred stock dividends -- 19,313 810 60,773
------------ ------------ ------------ ------------
Net income to common
stockholders $ 1,276,300 $ 1,284,610 $ 3,595,302 $ 205,805
============ ============ ============ ============
Basic income per
common share $ 0.27 $ 0.42 $ 0.78 $ 0.07
============ ============ ============ ============
Basic weighted common
shares used 4,656,409 3,049,246 4,626,150 2,897,142
============ ============ ============ ============
Diluted income per
common share $ 0.22 $ 0.42 $ 0.63 $ 0.07
============ ============ ============ ============
Diluted weighted
common shares used 5,820,570 3,058,679 5,662,703 2,906,576
============ ============ ============ ============
The accompanying notes are an integral part of these
consolidated financial statements.
2
NATURAL HEALTH TRENDS CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------------- ---------------------------
2003 2002 2003 2002
As Restated As Restated As Restated As Restated
------------ ------------ ------------ ------------
Net income $ 1,276,300 $ 1,303,923 $ 3,596,112 $ 266,578
Other comprehensive
income, net of tax:
Foreign currency
translation adjustments 41,611 96,328 57,048 155,985
------------ ------------ ------------ ------------
Comprehensive income $ 1,317,911 $ 1,400,251 $ 3,653,160 $ 422,563
============ ============ ============ ============
The accompanying notes are an integral part of these
consolidated financial statements.
3
NATURAL HEALTH TRENDS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended
September 30,
----------------------------
2003 2002
As Restated As Restated
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,596,112 $ 266,578
------------ ------------
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 467,201 367,296
Common stock issued for services and penalties 50,261 5,350
Minority interest of subsidiary 45,343 95,539
Changes in operating assets and liabilities:
Accounts receivable (563,135) (339,411)
Inventories (948,642) (962,228)
Prepaid expenses and other current assets 848,916 (110,598)
Deposits and other assets (597,052) (469,174)
Accounts payable and accrued expenses (594,526) 3,760,988
Income tax payable 1,200,322 --
Deferred revenue (1,450,555) 1,540,315
Other current liabilities (146,437) 323,015
------------ ------------
Total Adjustments (1,688,304) 4,211,092
------------ ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 1,907,808 4,477,670
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (449,392) (399,329)
Database purchase (162,581) --
Increase in restricted cash (851,843) (147,918)
------------ ------------
NET CASH USED IN INVESTING ACTIVITIES (1,463,816) (547,247)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Investments by minority interest owner -- 135,714
Proceeds from notes payable and long-term debt -- 75,000
Payments of notes payable and long-term debt (278,548) (197,454)
------------ ------------
NET CASH (USED IN) PROVIDED BY
FINANCING ACTIVITIES (278,548) 13,260
------------ ------------
Effect of exchange rate 57,047 155,985
NET INCREASE IN CASH 222,491 4,099,668
CASH, BEGINNING OF PERIOD 3,863,946 324,315
------------ ------------
CASH, END OF PERIOD $ 4,086,437 $ 4,423,983
============ ============
The accompanying notes are an integral part of these
consolidated financial statements.
4
NATURAL HEALTH TRENDS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 2003
(UNAUDITED)
1. Basis of Presentation
We are Natural Health Trends Corp. ("NHTC"), an international direct-selling
company. We operate through our subsidiaries that distribute products to
promote health, wellness and vitality. Lexxus International, Inc., our
majority-owned subsidiary and other Lexxus subsidiaries (collectively,
"Lexxus"), sell certain cosmetic products as well as "quality of life"
products. eKaire.com, Inc., our wholly-owned subsidiary ("eKaire"),
distributes nutritional supplements aimed at general health and wellness.
The accompanying unaudited financial statements of Natural Health Trends
Corp. and its subsidiaries (the "Company") have been prepared in accordance
with accounting principles generally accepted in the USA for interim
financial information and with instructions to Form 10-QSB and Article 10 of
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by accounting principles generally accepted in the USA
for complete financial statements. In the opinion of management, all
adjustments considered necessary for a fair presentation (consisting of
normal recurring accruals) of financial position and results of operations
for the interim periods have been presented. Operating results for the three
and nine months ended September 30, 2003 are not necessarily indicative of
the results that may be expected for the year ending December 31, 2003, or
any other interim period, and the Company makes no representation related
thereto. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's Annual Report on
Form 10-KSB for the year ended December 31, 2002.
2. Restatement of Previously Issued Financial Statements
During the quarters ended September 30 and December 31, 2003, the Company
re-evaluated its financial statements for the years ended December 31, 2002
and 2001, the quarterly period included such years and the quarterly periods
ended March 31, June 30 and September 30, 2003. As a result of such review,
the Company determined that it inadvertently applied the incorrect
accounting treatment with respect to the following items:
(i) revenue recognition with respect to administrative enrollment fees;
(ii) revenue cut-off between 2002 and 2003;
(iii) accounts receivable reconciliation to supporting documents;
(iv) reserves established for product returns and refunds;
(v) the gain recorded in connection with the sale of a subsidiary in 2001;
and
(vi) income tax provisions.
Consequently, the Company is amending and restating its financial statements
for each quarter in 2001, 2002 and 2003 as well as the Form 10-KSB for the
years ended December 31, 2001 and 2002.
In connection with the engagement of a new independent accounting firm and
the review of the Company's financial statements, the Company has revised
its accounting treatment for administrative enrollment fees received from
distributors in accordance with the principles contained in Staff Accounting
Bulletin No. 101, "Revenue Recognition in Financial Statements", ("SAB 101")
and related guidance. The Company determined that under SAB 101 such fees
actually received and recorded as current sales in prior quarters should
have been deferred and recognized as revenue on a straight-line basis over
the twelve-month term of the membership. The restatement resulted in net
sales for the three and nine-month periods ended September 30, 2003 being
decreased by approximately $83,000 and being increased by $483,000,
5
respectively. The restatement resulted in net sales for the three and
nine-month periods ended September 30, 2002 being decreased by approximately
$156,000 and $1,537,000, respectively. The restatement in net sales resulted
in a corresponding adjustment to cost of sales for direct costs paid to a
third party associated with the administrative enrollment fees received from
distributors. Compared to amounts previously reported, the restatement
decreased cost of sales by approximately $29,000 and increased by $82,000
for the three and nine-month periods ended September 30, 2003, respectively.
Compared to amounts previously reported, the restatement decreased cost of
sales by approximately $115,000 and $325,000 for the three and nine-month
periods ended September 30, 2002, respectively.
In addition, the Company and its new independent accounting firm reviewed
revenue cut-off as of the beginning of 2003. It was noted that approximately
$1,008,000 of sales originally recorded in 2002 were not actually shipped
until early 2003. The restatement resulted in net sales for the year ended
December 31, 2002 being decreased by $1,008,000 and net sales for the year
ended December 31, 2003 being increased by the same amount. The restatement
also resulted in distributor commissions for the year ended December 31,
2002 being decreased by $459,000 and distributor commissions for the year
ended December 31, 2003 being increased by the same amount.
Also in connection with its review, the Company determined that its accounts
receivable as of March 31 and June 30, 2003 did not reconcile in total to
supporting details for such transactions. There was no impact of this
restatement for the three months ended September 30, 2003. The restatement
resulted in net sales being decreased $400,000 for the nine months ended
September 30, 2003.
The Company had not recorded a reserve for distributor returns and refunds
as of September 30, 2003 and for prior periods. Based upon an analysis of
the Company's historical returns and refund trends by country, it was
determined that a reserve for returns and refunds for prior periods were
required and should be recorded. The restatement resulted in net sales for
the three and nine-month periods ended September 30, 2003 being increased by
approximately $25,000 and $75,000, respectively, with corresponding
adjustments to cost of sales for the estimated cost of products returned.
The restatement resulted in net sales for the three and nine-month periods
ended September 30, 2002 being decreased by approximately $88,000 and
$263,000, respectively, with corresponding adjustments to cost of sales for
the estimated cost of products returned.
As previously disclosed in the Company's 2001 and 2002 Form 10-KSB, the
Company sold in 2001 all of the outstanding common stock in Kaire
Nutraceuticals, Inc. ("Kaire"), a Delaware corporation and wholly-owned
subsidiary, to an unrelated third party. The gain on the sale of Kaire of
approximately $3.1 million was previously deferred. The Company subsequently
recognized into income approximately $1.9 million from the transaction over
the period from Q4 2001 through Q2 2003. Based upon a review of the
transaction, the Company now believes the gain on sale of Kaire should have
been recognized only in 2001 and 2002. The restatement resulted in
extraordinary gain due to forgiveness of debt for the three and nine months
ended September 30, 2002 being decreased by $200,000 and $600,000,
respectively. There is no impact of this restatement for the three or nine
months ended September 30, 2003.
The Company disclosed in its 2002 Form 10-KSB that it had a net operating
loss carry forward at December 31, 2002 of approximately $6,000,000, subject
to certain limitations. Consequently, the Company made no provision for
income taxes for any period in either 2001 or 2002. Upon further review, it
has been determined that the available net operating loss is not expected to
be sufficient to offset all of the taxable income in 2002 and 2003. There
is, however, no impact of this restatement for the three or nine months
ended September 30, 2002. The impact of this restatement was $370,000 for
the nine months ended September 30, 2003 which was recorded in the quarter
ended March 31, 2003.
The following table presents amounts from operations as previously reported
and as restated (in thousands, except for per share data):
6
Three Months Ended Nine Months Ended
September 30, 2003 September 30, 2003
--------------------------- ---------------------------
As As As As
Previously Restated Previously Restated
Reported Reported
------------ ------------ ------------ ------------
Net sales $ 16,740 $ 16,740 $ 39,356 $ 39,964
Cost of sales 3,671 3,671 7,450 7,450
------------ ------------ ------------ ------------
Gross profit 13,069 13,069 31,906 32,514
Operating expenses 11,121 11,121 27,022 27,481
------------ ------------ ------------ ------------
Operating income 1,948 1,948 4,884 5,033
Interest expense, other income,
loss on foreign exchange and gain
on discontinued operations 171 171 237 237
------------ ------------ ------------ ------------
Net income 1,776 1,776 4,647 4,796
Income tax expense 500 500 1,200 1,200
Net income 1,276 1,276 3,447 3,596
Preferred stock dividends -- -- 1 1
------------ ------------ ------------ ------------
Net income available to common
stockholders $ 1,276 $ 1,276 $ 3,446 $ 3,595
============ ============ ============ ============
Basic income per share $ 0.27 $ 0.27 $ 0.75 $ 0.78
============ ============ ============ ============
Basic weighted common shares used 4,656 4,656 4,590 4,626
============ ============ ============ ============
Diluted income per share $ 0.22 $ 0.22 $ 0.61 $ 0.63
============ ============ ============ ============
Diluted weighted common shares used 5,752 5,821 5,685 5,663
============ ============ ============ ============
Basic and Diluted Income per share:
The adjustments in net sales and cost of sales, operating expenses, other
income and income taxes resulted in a net increase in net income available
to stockholders of approximately $0 and $149,000 over the amounts previously
reported for the three and nine months ended September 30, 2003,
respectively. Restated basic and diluted income per share did not change for
the three months ended September 30, 2003. The basic and diluted income per
share increased $0.03 and $0.02 for the nine months ended September 30,
2003, respectively. The weighted common shares have been recalculated with
the treasury stock method utilizing the average stock price for the period
versus the closing stock price.
The following table presents amounts from operations as previously reported
and as restated (in thousands, except for per share data):
7
Three Months Ended Nine Months Ended
September 30, 2002 September 30, 2002
--------------------------- ---------------------------
As As As As
Previously Restated Previously Restated
Reported Reported
------------ ------------ ------------ ------------
Net sales $ 11,084 $ 10,840 $ 26,355 $ 24,555
Cost of sales 2,128 1,995 4,793 4,415
------------ ------------ ------------ ------------
Gross profit 8,956 8,845 21,562 20,140
Operating expenses 7,544 7,544 19,629 19,629
------------ ------------ ------------ ------------
Operating income 1,412 1,301 1,933 511
Interest expense, other income,
loss on foreign exchange and gain
on discontinued operations 203 3 356 (244)
------------ ------------ ------------ ------------
Net income 1,615 1,304 2,289 267
Preferred stock dividends 19 19 61 61
------------ ------------ ------------ ------------
Net income available to common
stockholders $ 1,596 $ 1,285 $ 2,228 $ 206
============ ============ ============ ============
Basic income per share $ 0.52 $ 0.42 $ 0.77 $ 0.07
============ ============ ============ ============
Basic weighted common share used 3,049 3,049 2,897 2,897
============ ============ ============ ============
Diluted income per share $ 0.52 $ 0.42 $ 0.77 $ 0.07
============ ============ ============ ============
Diluted weighted commons shares used 3,059 3,059 2,907 2,907
============ ============ ============ ============
Basic and Diluted Income per share:
The adjustments in net sales and cost of sales resulted in a net decrease in
net income available to stockholders of approximately $311,000 and
$2,022,000 over the amounts previously reported for the three and nine
months ended September 30, 2002, respectively. Restated basic and diluted
income per share decreased $0.10 and $0.70, respectively, for the three and
nine months ended September 30, 2002.
3. Principles of Consolidation and Accounting Policies
The consolidated financial statements include the accounts of the Company
and its subsidiaries. All significant intercompany accounts and transactions
have been eliminated in consolidation.
Reclassifications
Certain reclassifications were made to the prior year financial statements
to conform to the current year presentation.
Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the USA requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
8
Revenue Recognition
The Company's revenues are primarily derived from sales of products, sales
of starter and renewal administrative enrollment packs and shipping fees.
Substantially all product sales are sales to associates at published
wholesale prices. The Company defers a portion of its revenue from the sale
of its starter and renewal packs related to its administrative enrollment
fee. The Company amortizes its deferred revenue and its associated direct
costs over twelve months, the term of the membership. Total deferred revenue
for the Company was approximately $2.0 million as of September 30, 2003.
The Company also estimates and records a sales return reserve for possible
sales refunds based on historical experience.
Shipping and Handling Costs
The Company records freight and shipping revenues collected from associates
as revenue. The Company records shipping and handling costs associated with
shipping products to its associates as cost of goods sold.
Earnings Per Share
Basic earnings per share is computed based on the weighted average number of
common shares outstanding during the periods presented. Diluted earnings per
share data gives effect to all potentially dilutive common shares that were
outstanding during the periods presented.
4. Recent Accounting Pronouncements
FASB Interpretation No. 45. In November 2002, the FASB issued FASB
Interpretation No. 45, "Guarantor's accounting and Disclosure Requirements
for Guarantees, Including Indirect Guarantees of Indebtedness of Others"
(FIN 45). FIN 45 requires that upon issuance of a guarantee, a guarantor
must recognize a liability for the fair value of an obligation assumed under
a guarantee. FIN 45 also requires additional disclosures by a guarantor in
its interim and annual financial statements about the obligations associated
with guarantees issued. The recognition provisions of FIN 45 are effective
for any guarantees issued or modified after December 31, 2002. The
disclosure requirements are effective for financial statements of interim or
annual periods ending after December 15, 2002. The adoption of FIN 45 did
not have a material effect on the Company's financial position, results of
operations, or cash flows.
FASB Interpretation No. 46. In January 2003, the FASB issued Interpretation
No. 46, "Consolidation of Variable Interest Entities." Interpretation 46
changes the criteria by which one company includes another entity in its
consolidated financial statements. Previously, the criteria were based on
control through voting interest. Interpretation 46 requires a variable
interest entity to be consolidated by a company if that company is subject
to a majority of the risk of loss from the variable interest entity's
activities or entitled to receive a majority of the entity's residual
returns or both. A company that consolidates a variable interest entity is
called the primary beneficiary of that entity. The consolidation
requirements of Interpretation 46 apply immediately to variable interest
entities created after January 31, 2003. The consolidation requirements
apply to older entities in the first fiscal year or interim period beginning
after December 31 2003. The adoption of this statement did not have a
material impact to the Company's financial position or results of
operations.
SFAS 149. In April 2003, FASB issued Statements of Financial Accounting
Standards No. 149 ("SFAS 149"), "Amendment of Statement 133 on Derivative
Instruments and Hedging Activities." SFAS 149 amends SFAS 133 "Accounting
for Derivatives Instruments and Hedging Activities" and the related
implementation guidance and is effective for contracts entered into or
modified after June 30, 2003, except for hedging relationships designated
after June 30, 2003. SFAS 149 clarifies the definition of a derivative and
amends the financial accounting and reporting required for derivative
instruments, including certain derivative instruments embedded in other
contracts and for hedging activities. In addition, SFAS 149 improves the
financial reporting requirements by requiring a more consistent reporting of
contracts as either derivatives or hybrid instruments. The adoption of this
standard did not have a significant impact on the Company's financial
condition, results of operations, or cash flows.
9
SFAS 150. In May 2003, FASB issued Statement of Financial Accounting
Standards No. 150 ("SFAS 150"), "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." SFAS 150
broadens the definition of financial instruments and establishes standards
for how an issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. SFAS 150 also requires that
an issuer classify a financial instrument that is within its scope as a
liability or as an asset. SFAS 150 is effective for financial instruments
entered into or modified after May 31, 2003, and otherwise effective at the
beginning of the first interim period beginning after June 15, 2003. SFAS
150 is to be implemented by reporting the cumulative effect of any change in
accounting principle at the beginning of the period adopted. The adoption of
SFAS 150 is not expected to have a significant impact on the Company's
financial condition, results of operations, or cash flows.
5. Segment Information
The Company operates in a single reportable operating segment by selling
products to a global network of independent distributors who operate in a
seamless manner from market to market. The Company's largest expense is the
commissions paid on product sales through this distributor network. The
Company manages its business primarily by managing this global distributor
network. However, the Company does recognize revenue from sales to
distributors in thirty countries. The Company's chief operating decision
makers review both geographic and product line information. The Company has
operations throughout the world (30 countries as of September 30, 2003) and
is organized and managed by geographic areas. Information reviewed by the
Company's chief operating decision makers on significant geographic
segments, as defined under SFAS 131, is prepared on the same basis as the
consolidated financial statements.
6. Equity Transactions
In January 2003, the Company issued 18,500 shares of Common Stock to a law
firm for legal services of approximately $34,000.
In January 2003, the Company issued 10,000 shares of Common Stock to a
consulting firm for consulting services of approximately $19,000.
On January 31, 2003, the Company entered into a Database Purchase Agreement
with NuEworld.com Commerce, Inc. ("NuEworld") and Lighthouse Marketing
Corporation, our wholly-owned subsidiary ("Lighthouse"), pursuant to which
Lighthouse purchased a database of associates from NuEworld in exchange for
the issuance of 360,000 shares of our Common Stock. NuEworld was in the
business of marketing and selling a variety of products and services through
its direct-selling distribution network.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The following discussions should be read in conjunction with the consolidated
financial statements and notes contained in Item 1 hereof.
Forward Looking Statements
When used in Form 10-QSB and in future filings by the Company with the
Securities and Exchange Commission, the words "will likely result",
"the Company expects", "will continue", "is anticipated", "estimated",
"projected", "outlook" or similar expressions are intended to identify
"forward looking statements" within the meaning of the Private
Securities Litigation Act of 1995. The Company wishes to caution
readers not to place undue reliance on such forward-looking statements,
each of which speak only as of the date made. Such statements are
subject to certain risks and uncertainties that could cause actual
results to differ materially from historical earnings and those
presently anticipated or projected. The Company has no obligation to
publicly release the results of any revisions, which may be made to any
forward-looking statements to reflect anticipated or unanticipated
events or circumstances occurring after the date of such statements.
10
Overview
Natural Health Trends Corp. was incorporated on December 1, 1988, in the state
of Florida. NHTC is an international direct-selling company, currently operating
in more than 30 markets throughout Asia, North America and Eastern Europe.
The Company markets premium quality personal care products under the Lexxus
brand and markets its nutritional supplement products under the Kaire brand.
NHTC's common stock, par value $0.001 per share (the "Common Stock"), is listed
on the OTC Bulletin Board (the "OTCBB"). In March 2003, we effected a 1-for-100
reverse stock split with respect to our outstanding shares of Common Stock. In
addition, the trading symbol for the shares of our Common Stock changed from
"NHTC" to "NHLC".
NHTC is a holding company that operates two businesses, Lexxus and eKaire, which
distribute products that promote health, wellness and vitality through two
distinct multi-level marketing ("MLM") channels. The following paragraphs will
outline the progression of NHTC as it is organized today.
In February 1999, NHTC Holdings Inc. acquired certain assets (the "Kaire
Assets") of Kaire International, Inc., a Delaware corporation ("KII"). The
assets included, but not limited to, the corporate name, all variations and any
other product names, registered and unregistered trademarks, tradenames,
servicemarks, patents, logos and copyrights of KII, and independent associate
lists.
In January 2001, NHTC entered into a joint venture with Lexxus International and
formed a new majority-owned subsidiary, Lexxus International, Inc., a Delaware
corporation. The original founders of Lexxus International received an aggregate
of 100,000 shares of our Common Stock and own 49% of the total number of shares
of capital stock of Lexxus International, Inc.
In the second quarter of 2001, we incorporated Lexxus International (SW Pacific)
Pty. Ltd., an Australian corporation and our majority-owned subsidiary, which
does business in Australia ("Lexxus Australia"). In addition, we incorporated
Lexxus International (New Zealand) Limited, a New Zealand corporation and
majority-owned subsidiary of NHTC, which does business in New Zealand ("Lexxus
New Zealand").
In June 2001, we incorporated Lighthouse Marketing Corporation ("Lighthouse"), a
Delaware Corporation and our wholly-owned subsidiary. As of January 31, 2003,
Lighthouse acquired certain assets from NuEworld. See Footnote 6 for more
detail.
In June 2001, we sold all of the outstanding Common Stock in Kaire
Nutraceuticals, Inc., a Delaware corporation, to a South African firm.
In November 2001, we incorporated Lexxus International Co., Ltd., a corporation
organized under the laws of the Republic of China and our majority-owned
subsidiary ("Lexxus Taiwan") which does business in Taiwan.
In January 2002, we incorporated MyLexxus Europe AG, a corporation organized
under the laws of Switzerland and our majority-owned subsidiary ("MyLexxus
Europe"). This company manages the sales of product into sixteen eastern
European countries, including Russia.
In March 2002, we incorporated Lexxus International Co., Ltd., a corporation
organized under the laws of Hong Kong and our wholly-owned subsidiary ("Lexxus
Hong Kong") which does business in Hong Kong.
In April 2002, we incorporated Personal Care International India Pvt. Ltd., a
corporation organized under the laws of India and our wholly-owned subsidiary
("MyLexxus India") which does business in India.
In June 2002, we incorporated Lexxus International Marketing Ltd., a corporation
organized under the laws of Singapore and our majority-owned subsidiary ("Lexxus
Singapore"), which does business in Singapore.
In November 2002, we incorporated Lexxus International (Philippines) Inc., a
corporation organized under the laws of the Philippines and our majority-owned
subsidiary ("Lexxus Philippines"), which does business in the Philippines.
In June 2003, we incorporated LXK Ltd. (South Korea), a corporation organized
under the laws of South Korea and our wholly-owned subsidiary ("Lexxus Korea"),
which does business in South Korea.
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Results of Operations - Nine Months Ended September 30, 2003 Compared To
The Nine Months Ended September 30, 2002.
As discussed in Note 2 to the consolidated financial statements, we have
restated our results for the three and nine-month periods ended September 30,
2002. All of the following analyses apply the basis of the restated amounts.
Net Sales. Revenues were approximately $39,964,000 and $24,556,000 for the nine
months ended September 30, 2003 and September 30, 2002, respectively, an
increase of $15,408,000 or 63%. The increased sales were primarily from
additional sales of Lexxus products, new distributors and the expansion of
Lexxus into new international markets, including South Korea in June 2003. In
addition, revenues increased due to the deferral of revenue related to the
administrative enrollment fee of distributors, partially offset by a reserve
related to sales returns and refunds and a slight decrease in the sales of
eKaire products.
Cost of Sales. Cost of sales for the nine months ended September 30, 2003 was
approximately $7,450,000 or 19% of net sales. Cost of sales for the nine months
ended September 30, 2002 was approximately $4,415,000 or 18% of net sales. The
total cost of sales increased due to increased sales volume and increased costs
associated with the packaging of the Lexxus product line partially offset by the
deferral of the cost of sales related to the direct cost of the administrative
enrollment fee of the distributors.
Gross Profit. Gross profit increased from approximately $20,140,000 in the nine
months ended September 30, 2002 to approximately $32,514,000 in the nine months
ended September 30, 2003, or an increase of 61%. The increase in gross profit of
approximately $12,374,000 was attributable to higher sales volumes by Lexxus and
also attributable to the deferral of both revenue and cost of sales related to
the administrative enrollment fee of distributors.
Associate Commissions. Associate commissions were approximately $16,498,000 or
41% of sales in the nine months ended September 30, 2003 compared to
approximately $12,413,000 or 51% of sales for the nine months ended September
30, 2002. The increase of commission expense is directly related to the increase
in gross sales and the terms of the Company's compensation plans. The decrease
in commission expense as a percentage of sales is due to the normal fluctuations
that occur in the compensation plan and as well as the amount of revenues
allocatable to the compensation plan.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased from approximately $7,216,000 or 29% of sales
in the nine months ended September 30, 2002 to approximately $10,983,000 or 27%
of sales in the nine months ended September 30, 2003. These costs as a
percentage of net sales decreased primarily due to the change in the revenue
amounts with effect to the restatement for the administrative enrollment fee of
the distributors partially offset by general and administrative costs, such as
hiring staff, leasing office space and initial marketing efforts for expansion
into new international markets.
Operating income and net income. Operating income increased from an operating
income of approximately $511,000 for the nine months ended September 30, 2002 to
operating income of approximately $5,033,000 for the nine months ended September
30, 2003. Net income was approximately $3,596,000 for the nine months ended
September 30, 2003 as compared to approximately $267,000 for the nine months
ended September 30, 2002. The increase in net income was due to increased sales
and efficient cost containment efforts partially offset by a provision for
income taxes.
Liquidity and Capital Resources
The Company has historically met its working capital and capital expenditure
requirements, including funding for expansion of operations, through net cash
flows provided by operating activities and through sale of preferred stock. The
Company's principal source of liquidity is its operating cash flows. A
substantial decrease in sales of the Company's products would reduce the
availability of funds.
At September 30, 2003, the ratio of current assets to current liabilities was
1.19 to 1.0 and the Company had working capital of approximately $1,782,000.
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Cash provided by operations for the nine months ended September 30, 2003 was
approximately $1,908,000 primarily due from increased sales, the launch of the
Company's South Korean operations which were partially offset by increased
accounts receivable, inventory and income tax payable and the reduction of
accounts payable.
Cash used in investing activities for the nine months ended September 30, 2003
was approximately $1,464,000 due to the purchase of an associate database,
increased capital expenditures and an increase in restricted cash. Restricted
cash represents the reserves required by the Company's credit card processor.
Cash used in financing activities for the nine months ended September 30, 2003
was approximately $279,000. Total cash increased by approximately $222,000
during the period.
CRITICAL ACCOUNTING POLICIES
Management's discussion and analysis of our financial condition and results of
operations is based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the USA.
The preparation of financial statements requires management to make estimates
and judgments that affect the reported amounts of assets and liabilities,
revenue and expenses and disclosures at the date of the financial statements. We
evaluate our estimates on an on-going basis, including those related to revenue
recognition, legal contingencies and income taxes. We use authoritative
pronouncements, historical experience and other assumptions as the basis for
making estimates. Actual results could differ from those estimates.
SEASONALITY
In addition to general economic factors, we are impacted by seasonal factors and
trends such as major cultural events and vacation patterns. For example, most
Asian markets celebrate their respective local New Year in the first quarter,
which generally has a negative impact on that quarter. We believe that direct
selling in the United States and Europe is also generally negatively impacted
during the month of August, which is in our third quarter, when many
individuals, including our distributors, traditionally take vacations.
CURRENCY RISK AND EXCHANGE RATE INFORMATION
Some of our revenue and some of our expenses are recognized outside of the
United States, except for inventory purchases which are primarily transacted in
U.S. dollars from vendors in the United States. The local currency of each of
our subsidiary's primary markets is considered the functional currency. Revenue
and expenses are translated at the weighted average exchange rates for the
periods reported. Therefore, our reported revenue and earnings will be
positively impacted by a weakening of the U.S. dollar and will be negatively
impacted by a strengthening of the U.S. dollar. Given the uncertainty of
exchange rate fluctuations, we cannot estimate the effect of these fluctuations
on our future business, product pricing, results of operations or financial
condition.
ITEM 3. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our Exchange Act reports is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms and that such information
is accumulated and communicated to our management, including our President and
Chief Financial Officer, as appropriate, to allow for timely decisions regarding
required disclosure. In designing and evaluating the disclosure controls and
procedures, management recognizes that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, and management is required to apply
its judgment in evaluating the cost-benefit relationship of possible controls
and procedures.
During the quarter ended September 30, 2003, the Company identified certain
matters that resulted in the restatement of the Company's financial statements
for the three and nine months ended September 30, 2002, as set forth in Note 2
to the Consolidated Financial Statements. Consistent with the foregoing, the
Company intends to restate in the near future the remaining affected periods,
including all quarters in 2001 and 2002 and the first and second quarters of
2003 as well as it's Forms 10-KSB for the years ended December 31, 2001 and
2002.
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The restatement was the result of misinterpretations of certain accounting
standards and related guidance pertaining to a) revenue recognition of
administrative enrollment fees, b) reserves for returns and refunds, c) a gain
on sale of a subsidiary, and d) income tax provisions. Management together with
the Audit Committee have identified certain improvements that they believe will
result in continuing enhancements to the Company's accounting and reporting
functions and their implementation is ongoing at this time.
Within ninety (90) days prior to the date of this report, the Company's
President and Chief Financial Officer evaluated the effectiveness of the
Company's disclosure controls and procedures. Based upon his evaluation and as a
result, in part, of the matters noted above, the Company's President and Chief
Financial Officer has concluded that the Company's disclosure controls and
procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities
Exchange Act of 1937, as amended) are effective, with the qualification that the
restatements mentioned above were just recently identified and implemented for
the three and nine months ended September 30, 2002. Management requires
additional time to fully (i) assess their correction plan and (ii) implement
appropriate enhancements to its controls and procedures, if and so warranted in
the circumstances.
Since the date of his evaluation, there have been no significant changes to the
Company's internal controls or other factors that could significantly affect
these controls.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On April 10, 2003, Bobby R. Porter and wife, Betty R. Porter, filed suit against
Lexxus International, Inc. (a majority-owned subsidiary) and Alex Arnold (an
employee of Lexxus International, Inc.) in the 170th District Court of McLennan
County, Texas alleging misrepresentations made by the former owners of
NuEworld.com Commerce, Inc. ("NuEworld") pertaining to a stock investment made
by the plaintiffs in June 2000. The plaintiffs are seeking the sum of $40,000,
court costs and other relief. As disclosed in Note 6, the Company acquired
certain assets of NuEworld in January 2003. The Company filed a motion to
transfer venue in April 2003 and intends to vigorously defend itself in this
case.
The Company is subject to claims and assessments from time to time in the
ordinary course of business. Management does not believe that any such matters,
individually or in the aggregate, will have a material adverse effect on the
Company's financial condition, results of operations or cashflows.
Item 2. Changes in Securities and Use of Proceeds
In March 2003, NHTC issued 360,000 shares of our Common Stock to NuEworld.com
Commerce, Inc. pursuant to a database purchase agreement.
In January 2003, the Company issued 18,500 shares of Common Stock to a law firm
for legal services of approximately $34,000.
In January 2003, the Company issued 10,000 shares of Common Stock to a
consulting firm for consulting services of approximately $19,000.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
Not applicable.
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Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
31.1 Certification of the President and Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of the President and Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
None.
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SIGNATURE
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.
By: /s/ MARK D. WOODBURN
-----------------------------
Mark D. Woodburn
President and Chief
Financial Officer
Date: April 12, 2004
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