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 June 30, 2002
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 August 12, 2002 were 2,979,999 shares.
NATURAL HEALTH TRENDS CORP.
Form 10-QSB/A
For Quarter Ended June 30, 2002
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) reserves established for product returns and refunds;
(iv) the gain recorded in connection with the sale of a subsidiary in
2001; and
(v) 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 June 30, 2002
(UNAUDITED)
INDEX
Page
Number
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet as of June 30, 2002 1
Consolidated Statements of Operations for the three
and six months ended June 30, 2002 and 2001 2
Consolidated Statements of Comprehensive Income
for the three and six months ended June 30, 2002 and 2001 3
Consolidated Statements of Cash Flows for the six
months ended June 30, 2002 and 2001 4
Notes to the Consolidated Financial Statements 5
Item 2. Management's discussion and analysis or plan of operation 9
Item 3. Controls and Procedures 12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities and Use of Proceeds 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
PART III - OTHER
Item 6. Exhibits and Reports on Form 8-K 13
Signature 14
Certifications 15
NATURAL HEALTH TRENDS CORP.
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
June 30,
2002
As Restated
------------
ASSETS
Current Assets:
Cash $ 3,468,228
Restricted cash 188,931
Account Receivables 359,663
Inventories 1,338,517
Prepaid expenses and other current assets 697,256
------------
Total Current Assets 6,052,595
Property and equipment, net 459,874
Deposits and other assets 172,190
Goodwill 207,765
Website 99,750
------------
Total Assets $ 6,992,174
============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable $ 4,167,412
Accrued expenses 1,736,873
Accrued associate commissions 1,938,514
Notes payable 602,537
Current portion of long-term debt 198,560
Income tax payable 210,000
Deferred revenue 2,651,948
Other current liabilities 332,294
------------
Total Current Liabilities 11,838,138
------------
Long-term debt 163,454
------------
Total Liabilities 12,001,592
------------
Minority interest 196,091
Stockholders' Deficit:
Preferred stock ($1,000 par value;
authorized 1,500,000 shares;issued 903 shares) 902,588
Common stock ($.001 par value;
authorized 500,000,000 shares;
issued and outstanding 297,999 shares) 2,980
Additional paid-in capital 31,027,146
Accumulated deficit (36,914,389)
Deferred compensation (281,250)
Accumulated other comprehensive income 57,416
------------
Total Stockholders' Deficit (5,205,509)
------------
Total Liabilities and Stockholders' Deficit $ 6,992,174
============
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 Six Months Ended
June 30, June 30,
---------------------------- ----------------------------
2002 2001 2002 2001
As Restated As Restated As Restated As Restated
------------ ------------ ------------ ------------
Net Sales $ 8,786,282 $ 9,081,444 $ 13,715,165 $ 12,085,467
Cost of Sales 1,516,204 2,501,630 2,419,495 3,075,450
------------ ------------ ------------ ------------
Gross Profit 7,270,078 6,579,814 11,295,670 9,010,017
Associate commissions 4,535,501 4,786,743 7,747,237 6,453,637
Selling, general and
administrative expenses 2,355,613 1,050,000 4,337,451 1,793,655
------------ ------------ ------------ ------------
Operating income 378,964 743,071 (789,018) 762,725
Minority interest in subsdiary (48,540) -- (60,377) --
Loss on foreign exchange (78,782) (200) (78,872) (244)
Other expense/income (45,831) 37,989 (76,469) 35,009
Interest, net (14,980) (3,118) (32,609) (15,534)
------------ ------------ ------------ ------------
Net income (loss) 190,831 777,742 (1,037,345) 781,956
Preferred stock dividends 19,175 124,886 41,460 230,929
------------ ------------ ------------ ------------
Net income (loss) to common
shareholders $ 171,656 $ 652,856 $ (1,078,805) $ 551,027
============ ============ ============ ============
Basic income (loss) per
common share $ 0.06 $ 1.10 $ (0.38) $ 1.86
============ ============ ============ ============
Basic weighted common
shares used 2,972,713 592,456 2,819,830 296,228
============ ============ ============ ============
Diluted income (loss) per
common share $ 0.05 $ 0.34 $ (0.31) $ 0.34
============ ============ ============ ============
Diluted weighted common
shares used 3,682,051 1,901,264 3,529,168 1,604,084
============ ============ ============ ============
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 Six Months Ended
June 30, June 30,
------------------------- --------------------------
2002 2001 2002 2001
As Restated As Restated As Restated As Restated
----------- ----------- ----------- -----------
Net income $ 190,831 $ 777,742 $(1,037,345) $ 781,956
Other comprehensive income,
net of tax:
Foreign currency
translation adjustment 53,815 445 59,657 37,203
----------- ----------- ----------- -----------
Comprehensive income $ 244,646 $ 778,187 $ (977,688) $ 819,159
=========== =========== =========== ===========
The accompanying notes are an integral part of these
consolidated financial statements.
3
NATURAL HEALTH TRENDS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
June 30,
------------------------------
2002 2001
As Restated As Restated
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $(1,037,345) $ 781,956
Adjustments to reconcile net (loss) income to net
cash provided by operating activities:
Depreciation and amortization 224,218 4,620
Impairment of fixed assets -- 35,448
Issuance of stock for services rendered/ settlement of interest 5,350 10,240
Minority interest of subsidiary 60,377 --
Changes in operating assets and liabilities:
Accounts receivable (239,846) (822,048)
Inventories (251,256) (306,737)
Prepaid expenses (34,232) (366,635)
Deposits and other assets 152,495 (47,088)
Accounts payable 131,739 1,449,460
Accrued expenses(i) 2,759,487 (86,796)
Deferred revenue 1,496,855 844,526
Other current liabilities 225,071 (284,655)
----------- -----------
Total Adjustments 4,530,258 430,335
----------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 3,492,913 1,212,291
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (399,329) (2,915)
(Increase)decrease in restricted cash (88,122) 6,050
----------- -----------
NET CASH (USED BY) PROVIDED BY INVESTING ACTIVITIES (487,451) 3,135
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Minority interest contribution 135,714 --
Proceeds from preferred stock -- 50,000
Proceeds from notes payable and long-term debt(i) 100,000 150,000
Payments of notes payable and long-term debt (156,920) (33,173)
Payment of capital lease obligation -- (46,590)
----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 78,794 120,237
----------- -----------
Effect of exchange rate 59,657 37,203
NET INCREASE IN CASH 3,143,913 1,372,866
CASH, BEGINNING OF PERIOD 324,315 108,419
----------- -----------
CASH, END OF PERIOD $ 3,468,228 $ 1,481,285
=========== ===========
(i) Certain accrued expenses were reclassified to notes payable and debt as
of December 31, 2000.
The accompanying notes are an integral part of these
consolidated financial statements.
4
NATURAL HEALTH TRENDS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2002
(UNAUDITED)
1. Basis of Presentation
The accompanying unaudited financial statements of Natural Health Trends
Corp. and its subsidiaries (the "Company") have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with instructions to Form 10-QSB and Article 10 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles 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. The preparation of
financial statements in conformity with generally accepted accounting principles
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. Operating results for the six month period ended June 30,
2002 are not necessarily indicative of the results that may be expected for the
year ending December 31, 2002. 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, 2001.
NHTC's common stock, par value $.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". The effect of the reverse is reflected throughout
this document.
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 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) reserves established for product returns and refunds;
(iv) the gain recorded in connection with the sale of a subsidiary in
2001; and
(v) 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 six-month periods ended June 30, 2002 being decreased by
approximately $242,000 and $1,380,000, respectively. The restatement resulted in
5
net sales for the three and six-month periods ended June 30, 2001 being
decreased by approximately $743,000 and $925,000, 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 $40,000 and $210,000 for
the three and six-month periods ended June 30, 2002, respectively. Compared to
amounts previously reported, the restatement decreased cost of sales by
approximately $268,000 and $333,000 for the three and six-month periods ended
June 30, 2001, respectively.
In connection with the 2003 annual audit, the Company reviewed its revenue
cut-off as of the beginning of 2003. There was no impact of this item to the
June 2002 or June 2001 financial statements.
The Company had not recorded reserves 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 quarters was required and
should be recorded. The restatement resulted in net sales for the three and
six-month periods ended June 30, 2002 being decreased by approximately $88,000
and $175,000, respectively, with corresponding adjustments to cost of sales for
the estimated cost of products returned. This restatement resulted in no
adjustment for the three and six months ended June 30, 2001.
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 item-forgiveness of
debt for the three and six months ended June 30, 2002, being decreased by
$200,000 and $400,000, respectively. This restatement resulted in no adjustment
for the three and six months ended June 30, 2001.
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 2002 or 2001. Upon further review, it has been
determined that the available net operating loss was not expected to be
sufficient to offset all of the domestic and foreign taxable income in 2002 or
2001. The restatement resulted in no adjustment for the three and six months
ended June 30, 2001 and June 30, 2002.
The following tables present amounts from operations as previously reported
and as restated (in thousands, except for per share data):
Three Months Ended Six Months Ended
June 30, 2002 June 30, 2002
--------------------- ---------------------
As As
Previously As Previously As
Reported Restated Reported Restated
---------- -------- ---------- --------
Net sales $ 9,116 $ 8,786 $ 15,270 $ 13,715
Cost of sales 1,574 1,516 2,664 2,419
-------- -------- -------- --------
Gross profit 7,542 7,270 12,606 11,296
Operating expenses 6,891 6,891 12,085 12,085
-------- -------- -------- --------
Operating income 651 379 521 (789)
Interest expense, other income,
loss on foreign exchange and gain on
discontinued operations (188) (188) (248) (248)
-------- -------- -------- --------
Income before extraordinary items 463 191 273 (1,037)
Extraordinary gain - forgiveness of debt 200 -- 400 --
-------- -------- -------- --------
Net income 663 191 673 (1,037)
Preferred stock dividends 19 19 41 41
-------- -------- -------- --------
Net income available to common
stockholders $ 644 $ 172 $ 632 $ (1,078)
======== ======== ======== ========
Basic income per share $ 0.22 $ 0.06 $ 0.22 ($ 0.38)
======== ======== ======== ========
Basic weighted common share used 2,973 2,973 2,820 2,820
======== ======== ======== ========
Diluted income per share $ 0.17 $ 0.05 $ 0.18 ($ 0.31)
======== ======== ======== ========
Diluted weighed commons shares used 3,682 3,682 3,529 3,529
======== ======== ======== ========
6
Basic and Diluted Income per share:
The adjustments in net sales, cost of sales, operating expenses, other
income and income taxes resulted in a net decrease in net income available to
stockholders of approximately $472,000 and $1,710,000 over the amounts
previously reported for the three and six months ended June 30, 2002,
respectively. Restated basic income per share decreased $0.16 and $0.60 for the
three and six months ended June 30, 2002, respectively. Restated diluted income
per share decreased $0.12 and $0.49 for the three and six months ended June 30,
2001, respectively.
Three Months Ended Six Months Ended
June 30, 2001 June 30, 2001
-------------------- --------------------
As As
Previously As Previously As
Reported Restated Reported Restated
---------- -------- ---------- --------
Net sales $ 9,824 $ 9,081 $13,010 $12,085
Cost of sales 2,769 2,501 3,408 3,075
------- ------- ------- -------
Gross profit 7,055 6,580 9,602 9,010
Operating expenses 5,837 5,837 8,247 8,247
------- ------- ------- -------
Operating income 1,218 743 1,355 763
Interest expense, other income,
loss on foreign exchange and gain on
discontinued operations 35 35 19 19
------- ------- ------- -------
Net income 1,253 778 1,374 782
Preferred stock dividends 125 125 231 231
------- ------- ------- -------
Net income available to common
stockholders $ 1,128 $ 653 $ 1,143 $ 551
======= ======= ======= =======
Basic income per share $ 1.90 $ 1.10 $ 3.86 $ 1.86
======= ======= ======= =======
Basic weighted common share used 592 592 296 296
======= ======= ======= =======
Diluted income per share $ 0.59 $ 0.34 $ 0.71 $ 0.34
======= ======= ======= =======
Diluted weighed commons shares used 1,901 1,901 1,604 1,604
======= ======= ======= =======
7
Basic and Diluted Income per share:
The adjustments in net sales, cost of sales, operating expenses, other
income and income taxes resulted in a net decrease in net income available to
stockholders of approximately $475,000 and $592,000 over the amounts previously
reported for the three and six months ended June 30, 2001, respectively.
Restated basic income per share decreased $0.80 and $2.00 for the three and six
months ended June 30, 2001, respectively. Restated diluted income per share
decreased $0.25 and $0.37 for the three and six months ended June 30, 2001,
respectively.
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.
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 $2,652,000 as of June 30, 2002.
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
In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 141 ("SFAS No. 141"), "Business
8
Combinations." SFAS No. 141 requires the purchase method of accounting for
business combinations initiated after June 30, 2001 and eliminates the
pooling-of-interest method. The adoption of SFAS No. 141 did not have a
significant impact on the financial statements.
In July 2001, FASB issued Statement of Financial Accounting Standards No.
142, "Goodwill and Other Intangible Assets", ("SFAS No. 142"), which is
effective for fiscal years beginning after December 15, 2001. SFAS No. 142
requires, among other things, the discontinuance of goodwill amortization. In
addition, the standard includes provisions upon adoption for the
reclassification of certain existing recognized intangibles as goodwill,
reassessment of the useful lives of existing recognized intangibles,
reclassification of certain intangibles out of previously reported goodwill and
the testing for the impairment of existing goodwill and other intangibles.
Application of the non-amortization provisions of the Statement did not have an
effect on the Company's financial position or operations.
In August 2001, the FASB issued Statement of Financial Accounting Standards
No. 143, "Accounting for Asset Retirement Obligations", ("SFAS No. 143"), which
is effective for all fiscal years beginning after June 15, 2002; however, early
adoption is encouraged.
In October 2001, the FASB issued Statement of Financial Accounting
Standards No. 144 ("SFAS No. 144"), "Accounting for the Impairment or Disposal
of Long-Lived Assets," which supercedes Statement of Financial Accounting
Standards No. 121 ("SFAS No. 121"), "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of" and certain provisions of
APB Opinion No. 30, "Reporting Results of Operations - Reporting the Effects of
Disposal of a Segment of a Business and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions." SFAS No. 144 requires that long-lived assets
to be disposed of by sale, including discontinued operations, be measured at the
lower of carrying amount or fair value, less cost to sell, whether reported in
continuing operations or in discontinued operations. SFAS No. 144 also broadens
the reporting requirements of discontinued operations to include all components
of an entity that have operations and cash flows that can be clearly
distinguished, operationally and for financial reporting purposes, from the rest
of the entity. The provisions of SFAS No. 144 are effective for fiscal years
beginning after December 15, 2001. The Company implemented SFAS No. 144 and SFAS
No. 143 beginning January 1, 2002.
5. Equity Transactions
During the first six months of 2002, the Company received notice of
conversion on $1,421,710 of Series F, H and J Preferred Stock. The Company
issued 732,897 shares of Common Stock upon conversion of the shares of Preferred
Stock and the accrued dividends thereon.
The Company issued 19,300 shares of Common Stock to a law firm in the first
six months of 2002 for legal services of approximately $57,100.
The Company issued 18,425 shares of Common Stock in the first six months of
2002 for a note payable and its accrued interest of approximately $27,000.
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.
9
Overview
Natural Health Trends Corp. ("NHTC") is a Florida corporation. NHTC was
incorporated on December 1, 1988 as "Florida Institute of Massage Therapy, Inc."
and changed its name to "Natural Health Trends Corp." on June 24, 1993. NHTC's
Common Stock, par value $0.001 per share (the "Common Stock") is listed on the
Over-the-Counter Bulletin Board (the "OTCBB") under the symbol "NHTC".
NHTC is a holding company that operates two businesses, both of which
distribute products that promote health, wellness and sexual vitality through
the multi-level marketing ("MLM") channel.
NHTC's largest operation is Lexxus International, Inc. ("Lexxus"), a
Delaware corporation and a majority-owned subsidiary of NHTC. Lexxus sells
products that heighten mental and sexual arousal, particularly in women. NHTC's
other business, eKaire.com, Inc. ("eKaire"), distributes nutritional supplements
aimed at general health and wellness through the Internet and other channels.
eKaire consists of companies operating in the U.S., in Canada as Kaire
International Canada Ltd. ("Kaire Canada"), in Australia as Kaire Nutraceuticals
Australia Pty. Ltd. ("Kaire Australia"), in New Zealand as Kaire Nutraceuticals
New Zealand Limited ("Kaire New Zealand"), and in Trinidad as Kaire Trinidad,
Ltd. ("Kaire Trinidad").
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 10,000,000 shares of Common Stock.
In March 2001, Global Health Alternatives, Inc., a Delaware corporation and
wholly-owned subsidiary of NHTC ("GHA"), and Ellon, Inc., a Delaware corporation
and wholly-owned subsidiary of GHA ("Ellon"), filed for Chapter 7 bankruptcy
liquidation in the United States Bankruptcy Court of the Northern District of
Texas. Neither GHA nor Ellon had operations during the years 2000 or 2001. Both
GHA and Ellon were dissolved in June 2001. In the second quarter of 2001, NHTC
incorporated Lexxus International (SW Pacific) Pty. Ltd., an Australian
corporation and majority-owned subsidiary of NHTC, which does business in
Australia ("Lexxus Australia"). In addition, NHTC 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, NHTC incorporated Lighthouse Marketing Corporation ("LMC"), a
Delaware Corporation and a wholly-owned subsidiary of NHTC. As of June 30, 2002,
LMC had not conducted any business, but intends to conduct business in the
future.
On November 16, 2001, NHTC incorporated Lexxus International Co. Ltd., a
corporation organized under the laws of the Republic of China and a
majority-owned subsidiary of NHTC ("Lexxus Taiwan").
On January 28, 2002, NHTC incorporated MyLexxus Europe AG, a corporation
organized under the laws of Switzerland and a majority-owned subsidiary of NHTC
("Lexxus Europe"). This company manages the sales of product into sixteen
eastern European countries, including Russia.
In March 2002, NHTC incorporated Lexxus International Co. Ltd., a
corporation organized under the laws of Hong Kong and a majority-owned
subsidiary of NHTC ("Lexxus Hong Kong").
In April 2002, NHTC incorporated Personal Care International India Pvt.
Ltd., a corporation organized under the laws of India and a majority-owned
subsidiary of NHTC ("MyLexxus India").
In June 2002, NHTC incorporated Lexxus Marketing Pte. Ltd., a corporation
organized under the laws of Singapore and a majority-owned subsidiary of NHTC
("Lexxus Singapore").
Results of Operations - Six Months Ended June 30, 2002 Compared To
the Six Months Ended June 30, 2001.
As discussed in Note 2 to the consolidated financial statements, we have
amended and restated our results for the three and six month periods ended June
30, 2002. All of the following analyses apply the basis of the restated amounts.
Net Sales. Net sales were approximately $13,715,000 and $12,085,000 for the six
months ended June 30, 2002 and June 30, 2001, respectively; an increase of
approximately $1,630,000. The increased sales were primarily from the sales of
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Lexxus products at varying prices in different markets and the expansion of
Lexxus into international markets offset by a slight decrease in the sales of
eKaire products.
Cost of Goods Sold. Cost of goods sold for the six months ended June 30, 2002
was approximately $2,419,000 or 18% of net sales. Cost of goods sold for the six
months ended June 30, 2001 was approximately $3,075,000 or 25% of net sales.
Cost of goods sold decreased as a percentage of net sales due to increased sales
volume of lower priced inventory, the costs associated with the packaging of the
Lexxus product line, and increased efficiencies gained from global distribution
channels.
Gross Profit. Gross profit increased from approximately $9,010,000 for the six
months ended June 30, 2001 to approximately $11,296,000 for the six months ended
June 30, 2002. The increase of approximately $2,286,000 is attributable to
higher sales volumes by Lexxus and the international expansion of Lexxus.
Associates Commissions. Associate commissions were approximately $7,747,000 in
the six months ended June 30, 2002 compared to approximately $6,454,000 for the
six months ended June 30, 2001, an increase of approximately $1,293,000. This
increase is directly attributable to the higher sales volume generated in 2002.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses as a percentage of net sales increased from
approximately $1,794,000 or 15% of net sales in the six months ended June 30,
2001 to approximately $4,337,000 or 32% of net sales in the six months ended
June 30, 2002. These expenses as a percentage of net sales increased primarily
due to the expansion of Lexxus into international markets and the development of
a strong global infrastructure, including increased personnel and facility
costs.
Operating Income. Operating income decreased from approximately $763,000 for the
six months ended June 30, 2001 to a loss of approximately $789,000 for the six
months ended June 30, 2002. The decrease is due to the initial costs incurred in
opening international offices and developing a marketing strategy in
international markets.
Income Taxes. Income tax benefits were not reflected in either period. The
anticipated benefits of utilizing net operating losses against future profits
was not recognized in the three or six months ended June 30, 2001 or the three
or six months ended June 30, 2002 under the provisions of Financial Standards
Board Statement of Financial Accounting Standards No. 109 (Accounting for Income
Taxes), utilizing its loss carry forwards as a component of income tax expense.
A valuation allowance equal to the net deferred tax asset has not been recorded,
as management of the Company has not been able to determine that it is more
likely than not that the deferred tax assets will be realized.
Net Income (Loss). Net loss was approximately $1,037,000 in the six months ended
June 30, 2002 as compared to net income of approximately $782,000 in the six
months ended June 30, 2001.
Liquidity and Capital Resources
The Company has funded working capital and capital expenditure requirements
primarily from cash receipts which are directly from the sale of Lexxus and
eKaire products.
In the six months ended June 30, 2002, NHTC issued 509,882 shares of Common
Stock to an accredited investor upon conversion of $1,096,710, face amount of
Series F Preferred Stock pursuant to Section 4(2) of the Securities Act of 1933,
as amended (the "Act").
In the six months ended June 30, 2002, NHTC issued 37,739 shares of Common
Stock to an accredited investor upon conversion of $50,000, face amount of
Series H Preferred Stock pursuant to Section 4(2) of the Act.
In the six months ended June 30, 2002, NHTC issued 185,275 shares of Common
Stock to an accredited investor upon conversion of $275,000, face amount of
Series J Preferred Stock pursuant to Section 4(2) of the Act.
At June 30, 2002, the ratio of current assets to current liabilities was
0.51 to 1.0 and the Company had a working capital deficit of approximately
$5,786,000.
Cash provided by operations for the six months ended June 30, 2002 was
approximately $3,493,000. Cash used in investing activities during the period
was approximately $487,000, primarily due to capital expenditures. Cash provided
by financing activities during the period was approximately $79,000. Total cash
increased by approximately $3,144,000 during the period.
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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 quarters ended September 30 and December 31, 2003, the Company
identified certain matters that resulted in the restatement of the Company's
financial statements for the three and six months ended June 30, 2002 and 2001,
as set forth in Note 2 to the Consolidated Financial Statements.
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.
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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 November 22, 2001, Pfizer, Inc. filed an action in the United States
District Court, Southern District of New York, against Lexxus alleging
that Lexxus' distribution and marketing of Viacreme TM infringes on
Pfizer's federally registered trademark, Viagra (R). Pfizer's complaint
alleges federal false designation of origin and unfair competition,
federal trademark dilution, federal false advertising and unfair
competition, common law trademark infringement, trademark dilution and
deceptive acts and practices. NHTC settled the Pfizer lawsuit amicably
in July 2002.
Item 2. Changes in Securities and Use of Proceeds
In the six months ended June 30, 2002, NHTC issued 509,882 shares of
Common Stock to an accredited investor upon conversion of $1,096,710,
face amount of Series F Preferred Stock pursuant to Section 4(2) of the
Securities Act of 1933, as amended (the "Act").
In the six months ended June 30, 2002, NHTC issued 37,739 shares of
Common Stock to an accredited investor upon conversion of $50,000, face
amount of Series H Preferred Stock pursuant to Section 4(2) of the Act.
In the six months ended June 30, 2002, NHTC issued 185,275 shares of
Common Stock to an accredited investor upon conversion of $275,000,
face amount of Series J Preferred Stock pursuant to Section 4(2) of the
Act.
Item 3. Defaults upon Senior Securities
Not applicable.
Item 4. Submission of Matters to Vote of Security Holders
Not applicable.
Item 5. Other Information
Not applicable.
PART III - OTHER
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
99.1 Certification of Chief Executive Officer
99.2 Certification of Chief Financial Officer
(b) Reports on Form 8-K
Not applicable.
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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
Date: April 12, 2004
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