Annual report pursuant to Section 13 and 15(d)

STOCKHOLDERS' EQUITY

v3.19.1
STOCKHOLDERS' EQUITY
 12 Months Ended
Dec. 31, 2018
Stockholders' Equity Note [Abstract]  
STOCKHOLDERS' EQUITY STOCKHOLDERS’ EQUITY
 
Authorized Shares
 
The Company is authorized to issue two classes of capital stock consisting of up to 5,000,000 shares of preferred stock, $0.001 par value, and 50,000,000 shares of common stock, $0.001 par value.
 
Dividends
 
The following tables summarize the Company’s cash dividend activity during 2018 and 2017 (in thousands, except per share data):
Declaration Date
 
Per Common Share
 
Amount
 
Payment Date
October 21, 2018 (special)
 
$
0.18

 
$
2,048

 
November 23, 2018
October 21, 2018
 
0.16

 
1,820

 
November 23, 2018
July 18, 2018 (special)
 
0.25

 
2,844

 
August 24, 2018
July 18, 2018
 
0.15

 
1,707

 
August 24, 2018
April 17, 2018 (special)
 
1.76

 
20,022

 
May 25, 2018
April 17, 2018
 
0.14

 
1,592

 
May 25, 2018
February 6, 2018
 
0.13

 
1,479

 
March 9, 2018
 
 
$
2.77

 
$
31,512

 
 
Declaration Date
 
Per Common Share
 
Amount
 
Payment Date
October 30, 2017 (special)
 
$
0.15

 
$
1,701

 
November 24, 2017
October 30, 2017
 
0.12

 
1,360

 
November 24, 2017
July 31, 2017 (special)
 
0.25

 
2,833

 
August 31, 2017
July 31, 2017
 
0.11

 
1,246

 
August 31, 2017
April 24, 2017 (special)
 
0.35

 
3,964

 
May 19, 2017
April 24, 2017
 
0.10

 
1,133

 
May 19, 2017
January 24, 2017 (special)
 
0.35

 
3,962

 
March 3, 2017
January 24, 2017
 
0.09

 
1,019

 
March 3, 2017
 
 
$
1.52

 
$
17,218

 
 


Declaration and payment of any future dividends on shares of common stock will be at the discretion of the Company’s Board of Directors.

Stock Repurchases

On January 12, 2016, the Board of Directors authorized an increase to the Company’s stock repurchase program first approved on July 28, 2015 from $15.0 million to $70.0 million. Repurchases are expected to be executed to the extent that the Company’s earnings and cash-on-hand allow, and will be made in accordance with all applicable securities laws and regulations, including Rule 10b-18 of 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 stock repurchase program does not require the Company to acquire a specific number of shares, and may be suspended from time to time or discontinued. No shares of the Company’s common stock were repurchased by the Company during 2018 or 2017. As of December 31, 2018, $32.0 million of the $70.0 million stock repurchase program approved on July 28, 2015 and increased on January 12, 2016 remained available for future purchases, inclusive of related estimated income tax.

Restricted Stock

No stock-based compensation was recognized during 2018. Stock-based compensation expense totaled approximately $35,000 during 2017.

At the Company’s annual meeting of stockholders held on April 7, 2016, the Company’s stockholders approved the Natural Health Trends Corp. 2016 Equity Incentive Plan (the “2016 Plan”) to replace its 2007 Equity Incentive Plan. The 2016 Plan allows for the grant of various equity awards including incentive stock options, non-statutory options, stock, stock units stock appreciation rights and other similar equity-based awards to the Company’s employees, officers, non-employee directors, contractors, consultants and advisors of the Company. Up to 2,500,000 shares of the Company’s common stock (subject to adjustment under certain circumstances) may be issued pursuant to awards granted. As of December 31, 2018, 2,359,671 shares remained available for issuance under the 2016 Plan.

On February 1, 2018, the Company granted 34,202 shares of restricted common stock under the 2016 Plan to certain employees for the purpose of further aligning their interest with those of its stockholders and settling fiscal 2017 performance incentives totaling $554,000. The shares vest on a quarterly basis over the next three years and are subject to forfeiture in the event of their termination of service to the Company under specified circumstances.

On January 24, 2017, the Company granted 56,260 shares of restricted common stock under the 2016 Plan to certain employees for the purpose of further aligning their interest with those of its stockholders and settling fiscal 2016 performance incentives totaling $1.4 million. The shares vest on a quarterly basis over three years and are subject to forfeiture in the event of the employee’s termination of service to the Company under specified circumstances.

The following table summarizes the Company’s restricted stock activity under the 2016 Plan:
 
Shares
 
Wtd. Avg. Price at Date of Issuance
Nonvested at December 31, 2016
38,256

 
$
34.13

Granted
56,260

 
25.44

Vested
(35,336
)
 
29.58

Forfeited
(1,148
)
 
28.55

Nonvested at December 31, 2017
58,032

 
28.59

Granted
34,202

 
16.19

Vested
(46,748
)
 
26.31

Nonvested at December 31, 2018
45,486

 
21.61



The following table summarizes the Company’s other restricted stock activity:
 
Shares
 
Wtd. Avg. Price at Date of Issuance
Nonvested at December 31, 2016
22,348

 
$
12.15

Vested
(21,930
)
 
12.15

Forfeited
(418
)
 
12.28

Nonvested at December 31, 2017
—

 
—



Accumulated Other Comprehensive Loss

The changes in accumulated other comprehensive loss by component for 2018 were as follows (in thousands):
 
Foreign Currency Translation Adjustment
 
Unrealized Losses on Available-For-Sale Investments
 
Total
Balance, December 31, 2017
$
(386
)
 
$
(27
)
 
$
(413
)
Other comprehensive loss
(831
)
 
(6
)
 
(837
)
Balance, December 31, 2018
$
(1,217
)
 
$
(33
)
 
$
(1,250
)