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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☑
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
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: 001-36849
NATURAL HEALTH TRENDS CORP.
(Exact name of registrant as specified in its charter)
Delaware
59-2705336
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
609 Deep Valley Drive
Suite 395
Rolling Hills Estates, California 90274
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (310) 541-0888
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.001 per share
NHTC
The NASDAQ Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange
Act.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☑
Smaller reporting company
☑
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the
correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the closing price of such common equity on June
28, 2024: $53,210,169
At February 18, 2025, the number of shares outstanding of the registrant’s common stock was 11,513,075 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement to be filed with the United States Securities and Exchange Commission no later than 120 days after the end of the
registrant’s fiscal year end to which this report relates are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.
Table of Contents
NATURAL HEALTH TRENDS CORP.
Annual Report on Form 10-K
December 31, 2024
TABLE OF CONTENTS
Page
PART I
Item 1.
Business
1
Item 1A.
Risk Factors
12
Item 1B.
Unresolved Staff Comments
26
Item 1C.
Cybersecurity
26
Item 2.
Properties
26
Item 3.
Legal Proceedings
26
Item 4.
Mine Safety Disclosures
26
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
27
Item 6.
[Reserved]
27
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
28
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
35
Item 8.
Financial Statements and Supplementary Data
36
Item 9.
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
58
Item 9A.
Controls and Procedures
58
Item 9B.
Other Information
58
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
58
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
59
Item 11.
Executive Compensation
59
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
59
Item 13.
Certain Relationships and Related Transactions, and Director Independence
59
Item 14.
Principal Accountant Fees and Services
59
PART IV
Item 15.
Exhibits and Financial Statement Schedules
60
Item 16.
Form 10-K Summary
60
Signatures
61
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FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K, in particular “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Item 1.
Business,” includes “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). When used
in this report, the words or phrases “will likely result,” “expect,” “intend,” “will continue,” “anticipate,” “estimate,” “project,” “believe” and similar expressions are
intended to identify “forward-looking statements” within the meaning of the Exchange Act. These statements represent our expectations or beliefs concerning, among other
things, future revenue, earnings, growth strategies, new products and initiatives, future operations and operating results, and future business and market opportunities.
Forward-looking statements in this report speak only as of the date hereof, and forward-looking statements in documents incorporated by reference speak only as of
the date of those documents. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events
or otherwise, except as required by law. We caution and advise readers that these statements are based on certain assumptions that may not be realized and involve risks and
uncertainties that could cause actual results to differ materially from the expectations and beliefs contained herein.
For a summary of certain risks related to our business, see “Item 1A. Risk Factors” in this report. Additional factors that could cause actual results to differ materially
from our forward-looking statements are set forth in this report, including under the heading “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and in our financial statements and the related notes.
Unless otherwise noted, the terms “we,” “our,” “us,” and “Company,” refer to Natural Health Trends Corp. and its subsidiaries. References to “dollars” and “$” are to
United States dollars.
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Part I
Item 1. BUSINESS
Overview of Business
Natural Health Trends Corp. is an international direct-selling and e-commerce company. Subsidiaries controlled by us sell personal care, wellness, and “quality of
life” products under the “NHT Global” brand. Our wholly-owned subsidiaries have an active physical presence in the following markets: the Americas, which consists of
the United States, Canada, Cayman Islands, Mexico, Peru and Colombia; Greater China, which consists of Hong Kong, Taiwan and China; Southeast Asia, which consists
of Malaysia and Singapore; South Korea; Japan; India; and Europe. We also operate in Russia and Kazakhstan through our engagement with a local service provider.
Most of our order volume, particularly in our Hong Kong subsidiary, is for personal consumption through existing members’ referrals. Our objectives are to enrich the
lives of our customers and enable our members to benefit financially from the sale of our products.
We are incorporated in Delaware. In February 2025, we relocated our corporate headquarters from Hong Kong to Rolling Hills Estates, California.
Our common stock is currently traded on the NASDAQ Capital Market under the symbol “NHTC.”
Available Information
Our website is located at www.naturalhealthtrendscorp.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and
amendments to such reports are available, free of charge, on our website as soon as reasonably practicable after we file electronically such material with, or furnish it to, the
United States Securities and Exchange Commission, or SEC. The information provided on our website should not be considered part of this report. The SEC maintains an
internet website at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
Our Principal Products
We offer a line of “NHT Global” branded products in the following distinct categories: wellness, herbal, beauty, lifestyle, home, daily and at home tests. These
product categories, along with the business opportunity we offer in most of our markets, provide our members a platform to further their goal of achieving and maintaining
healthy, quality lifestyles complete with product supplementation and the opportunity for financial rewards.
The following table summarizes our product offering by category:
Product Category
Description
Products
Wellness
Products formulated and designed to meet specific
wellness goals of our customers. Includes targeted
nutrition for joint health, antioxidant support,
digestive health, heart health, vision health,
immune support and cellular health.
Liquid, encapsulated, tableted and powder dietary and
nutritional supplements, vitamins, minerals
Premium Noni Juice, Triotein™, Cluster X2™,
Children’s Chewable Multivitamin, ReStor Silver™,
Glucosamine 2200™, FibeRich™, Energin, Enhanced
Essential Probiotics, Omega-3 Essential Fatty Acids,
StemRenu®, OcuFocus™, CurcuMore™, Biotic Trio,
Ultra B Complex, CalComplex, Collagen Supreme,
MetaBoost, RelaxaPro
Herbal
Products formulated incorporating ingredients
commonly found in traditional Chinese medicine.
Herbal supplements
LivaPro™, Cordyceps Mycelia CS-4™, RespFactor™
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Beauty
Products to help improve skin health and bring an
appearance of youthful vibrancy. This product line
includes age-defying and hydrating cleansers,
creams, lotions, serums and toners to moisturize,
protect and improve the appearance of skin.
Facial skin care and hand and body care
Skindulgence™ 30 Minute Firming System, BioCell
SC Mask, Skindulgence™ Essence Gel, Floraeda
Toner and Primer, Botanical Hand Protector™,
Airelle® Age-Defying Facial Serum, Airelle® Intense
Hydrating Repair Complex, Airelle® Age-Defying Eye
& Lip Treatment, Color Awakening Lipstick™,
Adamas™ Brightening Night Cream, Micellion
Cleansing Water, Skindulgence™ Probiotic Ampoule,
Skindulgence™ Daily Gentle Facial Cleanser,
Skindulgence® Revitalizing Serum, Skindulgence®
Revitalizing Eye Cream, Root Revive Hair Serum
Lifestyle
Products uniquely formulated to improve overall
quality of life and to support active, physical and
healthy lifestyles including weight management,
and energy enhancing supplements.
Supplements and topical gels for improved vitality
Alura Lux™ by NHT Global, Valura Lux™,
LaVie+™, TwinSlim™ Probiotics, NaturalGlo™
Home
Products designed to create a clean and natural
living environment for the home.
Home appliances
AquaPur Desktop Water Purifier
Daily
Daily care products designed to cleanse and protect
the body and promote personal hygiene.
Oral care, hair care, and body care
Smart Sonic Toothbrush
At Home Tests
Measures 17+ critical biomarkers across multiple
key areas of your well-being – including your
cardiovascular, hormonal, inflammatory, metabolic,
and nutritional health.
At-home testing kit
BioEssence Wellness Panel
We continuously source unique, proprietary and immediate impact products to offer to our members and customers. Our product development is an ongoing process
that is fueled by marketplace trends, new technologies and scientific findings, members’ input, research and vendor proposals.
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Working closely with raw material manufacturers and contract manufacturers, our mission is to co-develop and bring to market the highest quality products. Our
manufacturers are primarily located in the United States, as well as a few in South Korea, Hong Kong, Taiwan, Europe and China. Our raw materials are sourced from
reputable suppliers around the world. All current and new products introduced into the market are tested to ensure country and state regulatory compliance requirements are
met where the products are sold. This includes proper handling, shipping, and shelf-life recommendations for our products. In addition, raw material Certificates of
Analyses are reviewed to ensure that appropriate testing has been performed and are within required ingredient specifications.
Operations of the Business
Operating Strategy
Our objective is to help our members succeed in achieving their life objectives; be it personal health, beauty, happiness or financial rewards. Our employees focus on
assisting our members in attaining their goals.
We believe we have a competitive business model applicable to the markets in which we conduct business based on six key competencies:
•
Our field leaders are experienced and culturally coherent. They work effectively with our management, implementing our strategies and providing continuous
feedback to improve our services.
•
A discipline and capability has been established to continue launching high-quality consumer products that are designed to facilitate the accomplishment of our
corporate objectives.
•
We have developed and rolled out a comprehensive training system that provides a complete advancement path appropriate for our members. Our training material
covers the needs of our members, be they prospects, new recruits, product evangelists, sales leaders or dream builders.
•
We have developed a year-round, multi-faceted promotional plan that targets different segments of our membership.
•
We have implemented a commission structure that makes it as easy as possible to join our business, while giving existing members a chance to start earning money
as quickly as possible in multiple ways.
•
The continuously improving mentality and methodology in our customer services have not only distinguished us as an organization, but have also given us a
constant flow of information as to how we can do better to service our members.
Sourcing of Products
Our staff works with research and development personnel of our manufacturers and other prospective vendors to create product concepts and develop the product
ideas into actual products. We then may enter into supply agreements with the vendors pursuant to which we obtain rights to sell the products under private labels (or
trademarks) that are owned by us. In addition, some of our local markets introduce their own products from time to time and these products are sometimes adopted by our
other markets.
We generally purchase finished goods from third-party manufacturers and sell them to our members for retail and personal consumption. We believe that in the event
we are unable to timely source products from our current or alternate suppliers, our revenue, income and cash flow could be adversely and materially impacted. See “Item
1A. Risk Factors - We rely on a limited number of independent third parties to manufacture and supply our products on a timely basis.” We have some contracts with our
suppliers with automatic renewal rights.
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Marketing and Distribution
We distribute our products internationally primarily through a network marketing system, which is a form of person-to-person direct selling. Under this system,
members primarily refer our products to prospective consumers or they may buy at wholesale or discounted prices for personal consumption or for resale to consumers. The
concept of network marketing is based on the strength of personal recommendations that frequently come from friends, neighbors, relatives, and close acquaintances. We
believe that network marketing is an effective way to distribute our products because it allows person-to-person product education and testimonials as well as higher levels
of customer service, all of which are not as readily available through other distribution channels. In this document, we generically use the term “member” to refer to
members who purchase for their own consumption or for resale, or both, as well as to members who only sign up to consume our products.
Each of our products is designated a specified number of bonus volume points. Commissions are paid to members based on total personal and group bonus volume
points per weekly sales period. Bonus volume points are essentially a percentage of a product’s wholesale price.
Virtually all of our members are independent full-time or part-time contractors who purchase products directly from our subsidiaries via the internet for their own
personal consumption or for resale to retail consumers. Purchasers of our products in some of our smaller markets and purchasers of our products from our China subsidiary
may purchase only for their own personal consumption and not for resale.
The following table sets forth the number of active members by market as of the dates indicated. We consider a member “active” if they have placed at least one
product order with us during the preceding year. Members may not necessarily reside in the market for which they sign up as a member.
December 31,
2024
2023
Americas1
3,360
4,040
Hong Kong (including those members residing in China)2
23,150
23,490
Taiwan
1,870
2,230
South Korea
70
80
Japan
440
520
Malaysia and Singapore
250
350
Russia and Kazakhstan
600
530
Europe
790
870
India
340
300
Total
30,870
32,410
1 United States, Canada, Mexico, Peru and Colombia
2 Substantially all of our Hong Kong revenues are derived from the sale of products that are delivered to members in China. See “Item 1A. Risk Factors.”
Members must agree to the terms and conditions of our member agreement posted on our website. The member agreement sets forth our policies and procedures, and
we may elect to terminate a member for non-compliance.
We pay commissions to eligible members based on product purchases by such members’ down-line customers and members during a given commission period. To be
eligible to receive commissions, members in some countries may be required to make nominal monthly or other periodic purchases of products. See “Working with
Members.”
Members generally place orders through the internet and pay by credit card prior to shipment. Accordingly, we carry minimal accounts receivable and credit losses
are historically negligible.
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We offer both in-person and virtual or online marketing programs and activities. We generally sponsor promotional meetings, product education, motivational and
personal development training events for current and potential members. These events are designed to inform and train prospective and existing members about our product
lines and new product launches, our latest marketing and promotional plans, and new services improvements. These events also serve as a venue for recognition of member
accomplishments. Members typically share their experiences in using our products and developing their business at these events. We are continually developing and
updating our marketing strategies and programs to motivate our members.
Management Information Systems
Our business uses a proprietary web-based system to process orders and to communicate bonus volume activity and commissions to members. We have automated a
substantial amount of our financial reporting processes through implementation of Oracle’s E-Business Suite, and have integrated other critical business processes such as
inventory management, purchasing and costing in our most significant markets.
Employees
At December 31, 2024, we employed 133 individuals, including 131 total full-time employees, worldwide. Of the full-time employees, 84 were located in Greater
China (Hong Kong, China, and Taiwan), 27 in the Americas (United States, Canada, Cayman Islands, and Peru), seven in India, four in Europe, three in Japan, and two in
each of Malaysia, South Korea and Russia.
Seasonality
From quarter to quarter, we are somewhat 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. This generally has a significant impact on the services of our third-party providers, and can negatively
impact our net sales. We believe that net sales can also be negatively impacted during the third quarter, when many of our members traditionally take time off for vacations.
In addition, the national holidays in Hong Kong, China and Taiwan in early October tend to have an adverse effect on sales in those markets.
Our spending, as well as to some extent revenue, is affected by the major events planned at different times of the year. A major promotional event could significantly
increase the reported expenses during the quarter in which the event actually takes place, while the revenue that might be generated by the event may not occur in the same
reporting period.
Intellectual Property
Most of our products are packaged under a “private label” arrangement. We have obtained or applied for trademark registration for certain names, logos and various
product names in several countries in which we are doing business or considering expanding. We also rely on common law trademark rights to protect our unregistered
trademarks. These common law trademark rights do not provide us with the same level of protection as afforded by a United States federal trademark. Common law
trademark rights are limited to the geographic area in which the trademark is actually utilized, while a United States federal registration of a trademark enables the registrant
to discontinue the unauthorized use of the trademark by a third party anywhere in the United States even if the registrant has never used the trademark in the geographic
area where the trademark is being used; provided, however, that the unauthorized third party user has not, prior to the registration date, perfected its common law rights in
the trademark within that geographic area.
We have United States and foreign holding and operating company structures for our businesses, which involve the division of our United States and non-United
States operations. Under this structure, the foreign holding company retains the economic ownership of the intangible property outside of the United States, including
trademarks, trade secrets and other proprietary information.
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Working with Members
Sponsorship
Enrolling new members creates multiple levels in our direct selling structure. The persons that a member enrolls within the network are referred to as “sponsored”
members, who may purchase product solely for their own personal consumption, for resale, or both. Persons newly enrolled are assigned into network positions that can be
“under” other members, and thus they can be called “down-line” members. If down-line members also enroll new members, they create additional levels within the
structure, but their down-line members remain in the same down-line network as the original member that introduced them to our business.
While we provide informational brochures and other sales materials, members are primarily responsible for enrolling and educating their new members with respect
to products, the compensation plan and how to build a successful membership network.
Members are not required to enroll other members as their down-line members, and we do not pay any commissions for enrolling new members. However, because of
the financial incentives provided to those who succeed in building a member network that consumes and resells products, we believe that many of our members attempt,
with varying degrees of effort and success, to enroll additional members. Because they are seeking new opportunities for supplemental income, people are often attracted to
become members after using our products or after attending introductory seminars. Once a person becomes a member, he or she is able to purchase products directly from
us at wholesale or discounted prices via the internet. The member is also entitled to enroll other members in order to build a network of members and customers.
In certain markets members also enroll preferred customers. Preferred customers purchase products at a discount but are not able to enroll new members or preferred
customers, resell product, earn commissions or qualify for incentives or rewards.
Compensation Plans
We employ what is commonly referred to as a binary compensation plan, enhanced with certain unilevel features. Under our compensation plan, members are paid
weekly commissions by our subsidiary in which they are enrolled for product purchases by their down-line member network across all geographic markets. Our China
subsidiary maintains an e-commerce retail platform and does not pay commissions, although our Chinese members may participate in our compensation plan through our
other subsidiaries. This “seamless” compensation plan enables a member located in one country to sponsor other members located in other countries. Currently, there are
basically two ways in which members can earn income:
•
Through commissions paid on the accumulated bonus volume from product purchases made by their down-line members and customers; and
•
Through retail profits on sales of products purchased by members at discount and wholesale prices and resold at retail prices (for purchasers in some of our smaller
markets and purchasers from our China subsidiary, sales are for personal consumption only and income may not be earned through retail profits).
Each of our products is designated a specified number of bonus volume points. Commissions are based on total personal and group bonus volume points per sales
period. Bonus volume points are essentially a percentage of a product’s wholesale price. As the member’s business expands, the member receives higher commissions from
purchases made by an expanding down-line network. To be eligible to receive commissions, a member may be required to make nominal monthly or other periodic
purchases of our products. Certain of our subsidiaries do not require these nominal purchases for a member to be eligible to receive commissions. In determining
commissions, the number of levels of down-line members included within the member’s commissionable group increases as the number of memberships directly below the
member increases. Under our current compensation plan, some of our commission payout may be limited to a hard cap dollar amount per week or a specific percentage of
the total product sales. In some markets, commissions may be further limited.
In some markets, we also pay certain bonuses on purchases by up to three generations of personally sponsored members, as well as bonuses on commissions earned
by up to seven generations of personally sponsored members. Members can also earn income, trips and other prizes in specific time-limited promotions and contests we
hold from time to time.
Occasionally, we make modifications and enhancements to our compensation plan to help motivate members, which can have an impact on member commissions. We
may also enter into agreements for business or market development, which could result in additional compensation to specific members.
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Member Support
We are committed to providing a high level of support services tailored to the needs of our members in each market we are serving. We attempt to meet the needs and
build the loyalty of members by providing personalized member services and by maintaining a generous product return policy (see “Product Warranties and Returns”). We
believe that maximizing a member’s efforts by providing effective member support has been, and could continue to be, important to our success.
We seek to understand and satisfy the needs of our members through virtual and in-person product training meetings, significant member events, web-based
messages, member focus groups, regular telephone conference calls and other personal contacts with members. Via our platform, we may provide product fulfillment and
tracking services that result in user-friendly and timely product distribution.
To help maintain communication with our members, we offer the following support programs:
•
Teleconferences – we hold teleconferences with member field leadership on various subjects such as technical product discussions, member organization building
and management techniques.
•
Internet – we maintain a website at www.nhtglobal.com. On this website, the user can read company news, learn more about various products, sign up to be a
member, place orders, and track the fulfillment and delivery of their orders.
•
Product Tools – we offer a variety of marketing tools to members, including product catalogs, videos, informational brochures, pamphlets and posters for
individual products, which are both printed and available online.
•
Broadcast E-mail and Text Messages – we send announcements via e-mail and/or text messages to members who opt in to receive this form of communication.
•
Social Media Tools – in some countries we maintain country-specific social media sites to foster a community environment around our product offering and
business opportunity.
Technology and Internet Initiatives
We believe that the internet is important to our business as more consumers communicate online and purchase products over the internet as opposed to traditional
retail and direct sales channels. As a result, we have committed significant resources to our e-commerce capabilities and the abilities of our members to take advantage of
the internet. Substantially all of our sales take place via the internet. We offer a global platform that allows a member to have a personalized replicating website through
which he or she can sell products in all of the countries in which we do business. Links to these websites can be found at our main website for members at
www.nhtglobal.com. The information provided on these websites should not be considered part of this report.
Rules Affecting Members
Our member policies and procedures establish the rules that members must follow in each market. We also monitor member activity in an attempt to provide our
members with a “level playing field” so that one member may not be disadvantaged by the activities of another. We require our members to present products and business
opportunities in an ethical and professional manner. Members further agree that their presentations to customers must be consistent with, and limited to, the product claims
and representations made in our literature.
Our policies and procedures require that we produce or pre-approve all sales aids used by members such as presentations, videos, audio recordings, brochures and
promotional clothing. Further, members may not use any form of media advertising to promote products unless it is pre-approved by us. Members are not entitled to use our
trademarks or other intellectual property without our prior consent. If we are made aware of unapproved materials being used, we notify and direct the relevant members to
cease using such materials. In addition to regularly communicating to our members what is and is not appropriate to say about product or income claims, we have engaged a
third-party service provider to assist us in monitoring the internet and various social media to identify potential misconduct or violations of our policies and procedures.
Our compliance and member services department reviews reports of alleged member misbehavior. If we determine that a member has violated our member policies or
procedures, we may terminate the member’s rights completely. Alternatively, we may impose sanctions, such as warnings, probation, withdrawal or denial of an award,
suspension of privileges of the membership, fines, withholding commissions, until specified conditions are satisfied or other appropriate injunctive relief. Virtually all of our
members are independent contractors, not employees, and may act independently of us. Further, our members may resign or terminate their membership at any time without
notice. See “Item 1A. Risk Factors - Our continuing loss of a significant number of members is adversely affecting our business...”.
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Government Regulations
Direct Selling Activities
Direct selling, or multi-level marketing, activities are regulated by various federal, state and local governmental agencies in the United States and other countries.
These laws and regulations are generally intended to prevent fraudulent or deceptive schemes. The laws and regulations in our current markets often:
•
impose cancellation/product return, inventory buy-backs and cooling-off rights for consumers and members;
•
require us or our members to obtain a license from, or register with, governmental agencies;
•
impose reporting requirements; and
•
impose upon us requirements, such as requiring members to maintain levels of retail sales to qualify to receive commissions, to avoid pyramid schemes by
ensuring that members are being compensated for sales of products and not for recruiting new members.
The laws and regulations governing direct selling are modified from time to time, and, like other direct selling companies, we may be subject from time to time to
government reviews, examinations or investigations in our various markets related to our direct selling activities. This can require us to make changes to our business model
and aspects of our global compensation plan in the markets impacted by such changes and examinations.
China has direct selling and anti-pyramiding regulations that are restrictive and contain various limitations, including a restriction on the ability to pay multi-level
compensation to independent members and engage in certain member recruitment activities. The regulatory environment in China is complex, and our business in China can
receive regulatory and media attention.
The Chinese government scrutinizes activities of direct selling companies. Our business continues to be subject to regulations and examinations by municipal and
provincial level regulators. At times, actions by government regulators have impacted our members’ activities in certain locations, and have resulted in a few cases of
enforcement actions. In each of these cases, we helped our members with their defense in the legality of their conduct. We expect that our business model will continue to
evolve, as we work with our professional advisors and regulators to make any changes that need to be made to comply with direct selling and other regulations.
We believe that neither our Hong Kong-based e-commerce direct selling platform nor our e-commerce retail platform in China require a direct selling license in
China, which we currently do not hold. We previously submitted a preliminary application for a direct selling license in China, but in 2019 a Chinese governmental
authority recommended that we withdraw our application. We expect to reapply for a direct selling license in China when we believe that circumstances are again ripe for
doing so.
Regulation of Our Products
Our products and related promotional and marketing activities are subject to extensive governmental regulation by numerous governmental agencies and authorities
in the United States, including the U.S. Food and Drug Administration (the “FDA”), the Federal Trade Commission (the “FTC”), the Consumer Product Safety
Commission, the U.S. Department of Agriculture, state attorneys general and other state regulatory agencies. In our foreign markets, the products are generally regulated by
similar government agencies.
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Our personal care products are subject to various laws and regulations that regulate cosmetic products and set forth regulations for determining whether a product can
be marketed as a “cosmetic” or requires further approval as an over-the-counter (OTC) cosmetic. In the United States, regulation of cosmetics is under the jurisdiction of the
FDA and the FTC. The Food, Drug and Cosmetic Act defines cosmetics by their intended use, as “articles intended to be rubbed, poured, sprinkled, or sprayed on,
introduced into, or otherwise applied to the human body . . . for cleansing, beautifying, promoting attractiveness, or altering the appearance.” Among the products included
in this definition are skin moisturizers, eye and facial makeup preparations, perfumes, lipsticks, fingernail polishes, shampoos, permanent waves, hair colors, toothpastes
and deodorants, as well as any material intended for use as a component of a cosmetic product. Conversely, a product will not be considered a cosmetic, but may be
considered a drug if it is intended for use in the diagnosis, cure, mitigation, treatment, or prevention of disease, or is intended to affect the structure or any function of the
body. A product’s intended use can be surmised from marketing or product claims. The other markets in which we conduct business have similar regulations. Additionally,
the requirement that claims for products must be truthful and substantiated is enforced by the FTC.
In Japan, the Ministry of Health, Labor and Welfare regulates the sale and distribution of cosmetics and requires us to have an import business license and to register
each personal care product imported into Japan. In Taiwan, all “medicated” cosmetic products require registration. In China, personal care products are placed into one of
two categories, “general” and “drug.” Products in both categories require submission of formulas and other information with the health authorities, and drug products
require human clinical studies. The product registration process in China for these products can take from nine to more than 18 months or longer. Such regulations in any
given market can limit our ability to import products and can delay product launches as we go through the registration and approval process for those products. The sale of
cosmetic products is regulated in the European Union under the European Union Cosmetics Directive, which requires a uniform application for foreign companies making
personal care product sales. In Peru, this is managed by the governing arm DIGEMID (Dirección General de Medicamentos, Insumos y Drogas) and can take up to three
months to fully register as saleable. Similarly, in Mexico, the governing arm is COFEPRIS (Comisión Federal para la Protección contra Riesgos Sanitarios) and can also
take three to six months to fully register as saleable.
The markets in which we conduct business all have varied regulations that distinguish foods and nutritional health supplements from “drugs” or “pharmaceutical
products.” Because of the varied regulations, some products or ingredients that are recognized as a “food” in certain markets may be treated as a “pharmaceutical” in other
markets. These regulations may require us to either modify a product or refrain from selling the product in a given market. As a result, we must regularly modify the
ingredients and/or the levels of ingredients in our products to ensure all applicable regulatory restrictions are addressed. In some circumstances, the regulations in foreign
markets may require us to obtain regulatory approval prior to introduction of a new product or limit our uses of certain ingredients altogether. There has been an increased
movement in the United States and other markets to expand the regulation of dietary supplements. This could impose additional restrictions or requirements in the
future. Because of this increased regulatory focus, our internal regulatory staff has grown and review efforts have been enhanced in order to comply with our understanding
of current regulations.
FDA regulations require current good manufacturing practices (cGMP) for dietary supplements. The regulations seek to ensure personnel are routinely and properly
trained, that dietary supplements are produced in a quality manner, do not contain contaminants or impurities, and are accurately labeled. The regulations include
requirements for establishing quality control procedures for us and our vendors and suppliers, designing and constructing manufacturing plants, and testing ingredients and
finished products. The regulations also include requirements for record keeping and handling consumer product complaints. If dietary supplements contain contaminants or
do not contain the type or quantity of dietary ingredient they are represented to contain, the FDA would consider those products to be adulterated or misbranded. We seek to
ensure compliance with all regulatory requirements through our periodic manufacturer and warehouse audits, as well as our corrective action request (CAR) program, if
needed. The cGMP also extend to logistics where we seek to minimize any safety risks associated with product distribution.
Our business is subject to additional FDA regulations, such as those implementing an adverse event reporting system (“AERS”), which requires us to document and
track adverse events and report serious adverse events, which are events involving hospitalization or death, associated with consumers’ use of our products.
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Most of our major markets also regulate advertising and product claims regarding the efficacy of products. This is particularly true with respect to our dietary
supplements because we typically market them as foods or health functional foods. For example, in the United States, we are unable to claim that any of our nutritional
supplements will diagnose, cure, mitigate, treat or prevent disease. In the United States, the Dietary Supplement Health and Education Act, however, permits substantiated,
truthful and non-misleading statements of nutritional support to be made in labeling, such as statements describing general well-being resulting from consumption of a
dietary ingredient or the role of a nutrient or dietary ingredient in affecting or maintaining a structure or a function of the body. Most of the other markets in which we
conduct business have not adopted similar legislation, so distribution of U.S. products may be subject to more restrictive limitations on the claims we can make about our
products in these markets.
The Chinese government conducted a campaign in 2019 focusing on companies involved in the sale of food, equipment, daily necessities, small home electrical
appliances and services that are claimed to promote health. The Chinese government ministries in charge of this campaign indicated that they were targeting illegal practices
in the industry, particularly the manufacture and sale of counterfeit and substandard products, and false advertising and misleading claims as to the health benefits of
products and services. It is understood that the campaign was specifically focused on the business practices of direct selling companies. Although it was initially announced
as a 100-day campaign, we are not aware of any information indicating that the campaign has ever been formally concluded. In any case, the business environment in China
for health product companies can be challenging, which has from time to time been exacerbated by negative social media sentiment expressed for these types of companies.
See “Item 1A. Risk Factors - Adverse publicity associated with our products, ingredients or network marketing program, or those of similar companies...”.
Other Regulatory Issues
As we operate through many subsidiaries in foreign jurisdictions, we are subject to foreign exchange control, transfer pricing and custom laws that regulate the flow
of funds between our entities for product purchases, management services and contractual obligations, such as the payment of member commissions. As is the case with
most companies that operate in direct sales, we might receive inquiries or scrutiny from time to time from government regulatory authorities regarding the nature of our
business and other issues, such as compliance with local direct selling, pyramid selling, transfer pricing, customs, taxation, foreign exchange control, securities and other
laws. See “Item 1A. Risk Factors - Legal, Regulatory, Tax, Currency and Trade Policy Risks.”
Product Warranties and Returns
Our refund policies and procedures closely follow industry and country-specific standards, which vary greatly by country. For example, in the United States, the
Direct Selling Association recommends that direct sellers permit returns during the twelve-month period following the sale, while in Hong Kong the standard return policy
is 14 days following the sale. Our return policies typically conform to local laws or the recommendation of the local direct selling association. In most cases, members who
timely return unopened product that is in resalable condition may receive a refund. The amount of the refund may be dependent on the country in which the sale occurred,
the timeliness of the return, and any applicable re-stocking fee. We must be notified of the return in writing and such written requests would be considered a termination
notice of the membership. We may alter our return policy in response to special circumstances.
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Significant Customers
Sales are made to our members and no single customer accounted for 10% or more of our net sales. However, our business model can result in a concentration of
sales to several different members and their network of members. Although no single member accounted for 10% or more of net sales, the loss of a key member or that
member’s network could have an adverse effect on our net sales and financial results.
Our Industry
We are engaged in the direct selling industry, selling wellness, herbal, beauty, lifestyle, home, daily and at home test products. More specifically, we are engaged in
what is called network marketing or multi-level marketing. This type of organizational structure and approach to marketing and sales include companies selling lifestyle
enhancement products, cosmetics and dietary supplements, or selling other types of consumer products. Generally, direct selling is based upon an organizational structure in
which independent members purchasing a company’s products are compensated for sales made directly to consumers.
Our members are compensated based on sales generated by members they have enrolled and all subsequent members enrolled by their “down-line” network of
members. The experience of the direct selling industry has been that once a sizeable network of members is established, new and alternative products and services can be
offered to those members for sale to consumers and additional members.
Competition
The network marketing industry is very diverse, with giant multinational corporations as well as smaller, local operators, some of which are direct-selling subsidiaries
of much larger conglomerates. Big network marketing companies include Nu Skin Enterprises, Inc., USANA Health Sciences, Inc., and Herbalife Nutrition Ltd., which
have much greater name recognition and financial resources than we do and also have many more members. They are publicly traded and therefore serve as informational
benchmarks, but we do not significantly overlap with them in terms of marketplace or product range. On the other hand, many medium- and small-sized privately held
Chinese, Taiwanese and Hong Kong companies are fierce competitors and are much closer to directly competing with us. Also, a number of our former employees and
members now work for competitors and sometimes try to use relationships and knowledge obtained to compete with us.
Our ability to compete with other network marketing companies depends, in significant part, on our success in attracting and retaining members. There can be no
assurance that our programs for attracting and retaining members will be successful. The pool of individuals interested in network marketing is limited in each market and
is reduced to the extent other network marketing companies successfully attract these individuals into their businesses. Although we believe that we offer an attractive
opportunity for our members, there can be no assurance that other network marketing companies will not be able to recruit our existing members or deplete the pool of
potential members in a given market.
The direct selling channel tends to sell products at a higher price compared to traditional retailers, which poses a degree of competitive risk. There is no assurance that
we would continue to compete effectively against retail stores, internet-based retailers or other direct sellers.
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Item 1A. RISK FACTORS
We are exposed to a variety of risks that are present in our business and industry. The following are some of the more significant factors that could affect our business,
results of operations and financial condition.
Business, Product and Market Risks
Because our Hong Kong operations account for a substantial portion of our overall business, and substantially all of our Hong Kong business is derived from the
sale of products to members in China, any material adverse change in our business relating to either Hong Kong or China would likely have a material adverse
impact on our overall business.
In 2024 and 2023, approximately 82% and 79% of our revenue was generated in Hong Kong, respectively, and substantially all of our Hong Kong revenues are
derived from the sale of products that are delivered to members in China. This geographic concentration in our business means that events or conditions that could
negatively impact this geographic region or our operations in this region, including the current economic challenges facing China and Hong Kong, are having and could in
the future have a greater adverse impact upon our overall business and financial results than would be the case with a company having greater geographic diversification.
Hong Kong's political and economic landscape has in recent years undergone significant change, and this upheaval or related consequences could negatively
impact our business and financial performance.
In addition to the fact that our Hong Kong subsidiary generates a substantial portion of our overall business, a significant number of our employees are based in Hong
Kong. The political and economic landscape in Hong Kong has in recent years undergone significant change, largely due to the increasing influence of the Chinese
government. This development, along with the impact of the COVID-19 pandemic, led us to cease conducting member meetings and events in Hong Kong for a period of
time. We have since been able to substantially resume normal operations in Hong Kong, but Hong Kong's economy is now increasingly integrated with that of China. We
relocated our corporate headquarters from Hong Kong to California in February 2025. It is unclear how changed circumstances in Hong Kong will in the future affect our
business, but it is possible that the upheaval in Hong Kong's political and economic affairs or related consequences could adversely affect our future business, results of
operations and financial condition.
We experienced negative operating cash flows during the years ended December 31, 2024, 2023 and 2022, and only modest positive operating cash flows during
the years ended December 31, 2021 and 2020. Unless our operating cash flows improve, this negative financial performance could have a material adverse effect
on our business and our stock price.
We experienced negative operating cash flows during the years ended December 31, 2024, 2023 and 2022, and only modest positive operating cash flows during the
years ended December 31, 2021 and 2020. This cash flow performance was primarily due to declines in our revenues being greater than the decreases in expenditures that
we could manage. If we again experience negative operating cash flows or our cash balance is substantially diminished, we may not be able to continue paying cash
dividends to our stockholders, our ability to support our operations could be impaired and we may be required to seek debt or equity financing. However, we may not be
able to obtain additional debt or equity financing on satisfactory terms, or at all, and any new financing could have a dilutive effect to our existing stockholders. Negative
operating cash flows could have a material adverse effect on our business, results of operations and financial condition, as well as our stock price, and could eventually
threaten our solvency. Negative operating cash flows and any related adverse market perception may also negatively affect our ability to attract new members and/or sell our
products. There can be no assurance that we will be successful in maintaining an adequate level of cash resources.
Adverse publicity associated with our products, ingredients or network marketing program, or those of similar companies, could harm our financial condition and
operating results.
Adverse publicity concerning any actual or claimed failure by us or our members to comply with applicable laws and regulations regarding product claims and
advertising, good manufacturing practices, the regulation of our network marketing program, the licensing and distribution of our products for sale in our target markets or
other aspects of our business, whether or not resulting in enforcement actions or the imposition of penalties, could have an adverse effect on our goodwill and could
negatively affect our ability to attract, motivate and retain members, which would negatively impact our ability to generate revenue. There have been several
instances where adverse publicity in China has harmed our business.
In addition, our members’ and consumers’ perception of the safety and quality of our products and ingredients, as well as similar products and ingredients distributed
by other companies, can be significantly influenced by media attention, publicized scientific research or findings, widespread product liability claims and other publicity
concerning our products or ingredients or similar products and ingredients distributed by other companies. Adverse publicity, whether or not accurate or resulting from
consumers’ use or misuse of our products, that associates consumption of our products or ingredients or any similar products or ingredients with illness or other adverse
effects, questions the benefits of our or similar products or claims that any such products are ineffective, inappropriately labeled or have inaccurate instructions as to their
use, could negatively impact our reputation or the market demand for our products.
Our business and financial performance may be adversely affected by unfavorable economic and market conditions and the uncertain geopolitical environment.
We operate globally, and as a result, our business and revenues are impacted by global economic and geopolitical conditions. The instability in global financial
markets, tariff and trade wars, inflation, shortages and delays related to global supply chain challenges, the current economic challenges in China, changes in government
policies, geopolitical turmoil and other disruptions to global and regional economies and markets continue to add uncertainty to global economic conditions. The continuing
effect of any or all of these events could adversely impact demand for our products, harm our business, results of operations and financial condition.
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We are subject to risks relating to product concentration and lack of revenue diversification.
Although we have in recent years expanded our line of products, we derive at least 10% of our total revenue from each of our Premium Noni Juice and Triotein™
products, as well as our line of probiotic products comprised of Enhanced Essential Probiotics and Biotic Trio. Further, we currently source each of these products from a
single supplier. If demand decreases significantly, government regulation restricts their sale, we are unable to adequately source or deliver the products, or we are unable to
offer the products for any reason without suitable replacements, our business, results of operations and financial condition could be materially and adversely affected. Our
future success will also depend on our ability to reduce our dependence on these few products by developing and introducing new products and product or feature
enhancements in a timely manner. Even if we are able to develop and commercially introduce new products and enhancements, they may not achieve market acceptance and
the revenue generated from these new products and enhancements may not offset the costs, which could substantially impair our business, results of operations and financial
condition.
Epidemics, natural disasters, terrorist attacks or acts of war or hostility may seriously harm our business.
Epidemics, natural disasters, terrorist attacks or acts of war or hostility may cause damage or disruption to us, our employees, our facilities and our members and
customers, which could negatively impact our revenues, results of operations and financial condition. For example, COVID-19 was first identified in China and
subsequently spread quickly around the world, causing the governments of countries in which we operate to impose restrictive measures to control the virus. The disruptions
wrought by COVID-19 materially negatively impacted our operations and financial results from 2020 through 2022. Although the public health restrictions put in place at
the time have largely been lifted, if the COVID-19 virus and its variants cause a resurgence of infection, or if other public health emergencies arise in the future, it could
lead to additional restrictive measures that would have a material and adverse effect on our business. In addition, terrorist attacks, the national and international responses to
terrorist attacks, and acts of war or hostility could materially and adversely affect our business, results of operations, and financial condition in ways that we currently
cannot predict. For example, the imposition of sanctions in response to Russia’s invasion of Ukraine in 2022 required that we alter some of our operations in our Russia and
Kazakhstan market, including ceasing to sell certain of our products in that market. While our Russia and Kazakhstan market comprises a relatively small part of our
business, terrorist attacks or acts of war or hostility that directly implicate our business in Hong Kong and China, such as challenges to Chinese sovereignty claims in the
South China Sea or Chinese objection to the Taiwan independence movement and the resultant tension in the Taiwan Strait, could have a much more material and adverse
effect on our business, results of operations and financial condition.
The high level of competition in our industry could adversely affect our business.
The business of marketing personal care, cosmetic, nutritional supplements, and lifestyle enhancement products is highly competitive. This market segment includes
numerous manufacturers, members, marketers, and retailers that actively compete for the business of consumers both in the United States and abroad. The market is highly
sensitive to the introduction of new products, which may rapidly capture a significant share of the market. Sales of similar products by competitors may materially and
adversely affect our business, results of operations and financial condition.
We are subject to significant competition for the recruitment of members from other direct selling organizations, including those that market similar products. Many
of our competitors are substantially larger than we are, offer a wider array of products, have far greater financial resources and many more active members than we
have. Even more numerous are those medium- and small-sized privately held Chinese, Taiwanese and Hong Kong companies, some of which are direct-selling subsidiaries
of much larger conglomerates, that are fierce competitors and are much closer to directly competing with us. Our ability to remain competitive depends, in significant part,
on our success in recruiting and retaining members with our products, attractive compensation plan and other incentives. We believe that we have an attractive product line
and that our compensation and incentive programs provide our members with significant earning potential. However, we cannot be sure that our programs for recruitment
and retention of members will be successful.
Some of our competitors have employed or otherwise contracted for the services of our former officers, employees, consultants, and members, who may try to use
information and contacts obtained while under contract with us for competitive advantage. While we seek to protect our information through contractual and other means,
there can be no assurance that we will timely learn of such activity, have the resources to attempt to stop it, or have adequate remedies available to us.
Failure of new products to gain member and market acceptance could harm our business.
An important component of our business is our ability to develop new products that create enthusiasm among our member force. If we fail to introduce new products
on a timely basis, our member productivity could be harmed. In addition, if any new products fail to gain market acceptance, are restricted by regulatory requirements, or
have quality problems, this would harm our results of operations. Factors that could affect our ability to continue to introduce new products include, among others, limited
capital and human resources, government regulations, proprietary protections of competitors that may limit our ability to offer comparable products and any failure to
anticipate changes in consumer tastes and buying preferences.
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We rely on a limited number of independent third parties to manufacture and supply our products on a timely basis.
All of our products are manufactured by a limited number of independent third parties. There is no assurance that our current manufacturers will continue to reliably
supply products to us at the level of quality we require or to do so on a timely basis. Some of our third-party manufacturers experience difficulty sourcing product
ingredients or components on a timely basis, which can result in delays in the timely delivery of products to us. If a key manufacturer suffers liquidity problems or
experiences operational or other problems assisting with our products, our results could suffer. In the event any of our third-party manufacturers become unable or
unwilling to timely provide the products in required volumes and quality levels at acceptable prices, we will be required to identify and obtain acceptable replacement
manufacturing sources or replacement products. There is no assurance that we will be able to obtain alternative manufacturing sources or products or be able to do so on a
timely basis. An extended interruption in the supply of certain of our products may result in a substantial loss of revenue. In addition, any actual or perceived degradation
of product quality as a result of our reliance on third-party manufacturers may have an adverse effect on revenue or result in increased product returns.
Growth may be impeded by the political and economic risks of entering and operating in foreign markets.
Our ability to achieve future growth is dependent, in part, on our ability to continue our international expansion efforts. However, there can be no assurance that we
would be able to grow in our existing international markets, enter new international markets on a timely basis, or that new markets would be profitable. We must overcome
significant regulatory and legal barriers before we can begin marketing in any foreign market.
Also, it is difficult to assess the extent to which our products and sales techniques would be accepted or successful in any given country. In addition to significant
regulatory barriers, we may also encounter problems conducting operations in foreign markets with different cultures and legal systems from those elsewhere. There are
substantial uncertainties in many such legal systems around the world, including in China, which could limit our ability to enforce third-party contractual arrangements and
have other negative consequences. We may also be required to reformulate certain of our products before commencing sales in a given country. Once we have entered a
market, we seek to adhere to the regulatory and legal requirements of that market. No assurance can be given that we would be able to successfully reformulate our
products in any of our current or potential international markets to meet local regulatory requirements or attract local customers. The failure to do so could have a material
adverse effect on our business, results of operations and financial condition. There can be no assurance that we would be able to obtain and retain necessary permits and
approvals.
In many markets, other direct selling companies already have significant market penetration, the effect of which could be to desensitize the local member population
to a new opportunity or to make it more difficult for us to recruit qualified members. There can be no assurance that, even if we are able to commence operations in foreign
countries, there would be a sufficiently large population of potential members inclined to participate in a direct selling system offered by us. We believe our future success
could depend in part on our ability to seamlessly integrate our business methods, including member compensation plan, across all markets in which our products are
sold. There can be no assurance that we would be able to further develop and maintain a seamless compensation program.
Failure to maintain effective internal controls in accordance with the Sarbanes-Oxley Act of 2002 could negatively impact our business and the market price of
our common stock.
We are required by federal securities laws to document and test our internal control procedures in order to satisfy the requirements of the Sarbanes-Oxley Act of 2002
(“Sarbanes-Oxley”), which requires annual management assessments of the effectiveness of internal control over financial reporting. Effective internal controls are
necessary for us to provide reliable financial reports and to effectively prevent fraud. The SEC’s Sarbanes-Oxley rules require us to include a report by management on the
effectiveness of our internal control over financial reporting in our Annual Reports on Form 10-K. Although we review internal control over financial reporting in order to
ensure compliance with the SEC’s Sarbanes-Oxley rules, if we fail to maintain effective internal control over financial reporting, we could be required to take costly and
time-consuming corrective measures to remedy any number of deficiencies, significant deficiencies or material weaknesses, be required to restate the affected historical
financial statements, be subjected to investigations and/or sanctions by federal and state securities regulators, and be subjected to civil lawsuits by stockholders. For
instance, as described in “Item 9A. - Controls and Procedures” in our Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2018, we identified
a material weakness in our internal control over financial reporting as of December 31, 2018. Management, with oversight from the Audit Committee, implemented a plan
to remediate this material weakness and completed remediation during 2019. While the existence of this material weakness did not result in a restatement of previously
issued interim or annual consolidated financial statements, we incurred substantial costs and utilized meaningful resources to remediate the material weakness during 2019.
Any future failure to maintain effective internal control over financial reporting could result in the foregoing identified consequences and could cause investors to lose
confidence in our reported financial information and in our company and could cause a decline in the market price of our common stock.
Management and Member Network Risks
We could be adversely affected by management changes or an inability to attract and retain key management, directors and consultants.
We incur a low level of overhead and are run by a small number of executives, who rely on a small group of employees. Our future success depends to a significant
degree on the skills, experience and efforts of our top management and directors. We also depend on the ability of our executive officers and other members of senior
management to work effectively as a team. The loss of one or more of our executive officers, members of our senior management or directors could have a material adverse
effect on our business, results of operations and financial condition. Moreover, as our business evolves, we may require additional or different management members,
directors or consultants, and there can be no assurance that we will be able to locate, attract and retain them if and when they are needed.
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Our continuing loss of a significant number of members is adversely affecting our business, and if we cannot stabilize or increase the number of members our
business could be further negatively impacted.
We distribute our products through independent members, and we depend upon them directly for all of our sales in most of our markets. Accordingly, our success
depends in significant part upon our ability to attract, retain and motivate a large base of members, as well as a relatively small number of key members. Our members may
terminate their services with us at any time and, like most direct selling organizations, we have a high rate of attrition. We had 5% fewer active members at December 31,
2024 as compared to the end of 2023, and 16% fewer active members at the end of each of 2023 and 2022 as compared to the end of the previous year. These losses in the
number of active members were a significant factor contributing to the decrease in our recent year-over-year sales. If we cannot stabilize or increase the number of our
members, or if we lose one or more key member leaders, sales of our products could be further materially and adversely affected. The replacement of members could be
difficult because, in our efforts to attract and retain members, we compete with other direct selling organizations, including but not limited to those in the personal care,
cosmetic product and nutritional supplement industries.
Our number of active members or their productivity could further decline in the future. We cannot accurately predict fluctuations in the number or the productivity of
members because we primarily rely upon existing members to train new members and to motivate new and existing members. Operating results could be adversely affected
if our existing and new business opportunities and products do not generate sufficient economic incentive or interest to retain existing members and to attract new members.
The number and productivity of our members could be harmed by several factors, including:
•
adverse publicity or negative perceptions regarding us, our products, our method of distribution or our competitors;
•
lack of interest in, or the technical failure of, existing or new products;
•
lack of interest in our existing compensation plan for members or in enhancements or other changes to that compensation plan;
•
our actions to enforce our policies and procedures;
•
regulatory actions or charges or private actions against us or others in our industry;
•
general economic, business and political conditions, including the potential governmental imposition of restrictive measures that may curtail person-to-person
interactions, as recently experienced resulting from the COVID-19 pandemic, and political unrest in Hong Kong;
•
increased use of social sharing channels, which may allow members to more easily engage with their customers and other members in other opportunities;
•
changes in management or the loss of one or more key member leaders;
•
entry of new competitors, or new products or compensation plan enhancements by existing competitors, in our markets; and
•
potential saturation or maturity levels in a given country or market which could negatively impact our ability to attract and retain members in such market.
Although virtually all of our members are independent contractors, improper member actions that violate laws or regulations could harm our business.
Virtually all of our members are independent contractors and, accordingly, we are not in a position to directly provide the same direction, motivation and oversight as
we would if these members were our own employees. As a result, there can be no assurance that our members will participate in our marketing strategies or plans, accept
our introduction of new products, or comply with our member policies and procedures. Extensive federal, state, local and foreign laws regulate our business, our products
and our network marketing program. Because we operate in a number of foreign countries, our policies and procedures for our members differ due to the different legal
requirements of each country in which we do business. While we have implemented member policies and procedures designed to govern member conduct and to protect the
goodwill associated with our trademarks and trade names, it can be difficult to enforce these policies and procedures because of the large number of members and their
independent status.
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Given the size and diversity of our member force, we experience problems with members from time to time, especially with respect to our members in foreign
markets. For example, if our members engage in illegal activities in China, those actions could be attributed to us. Chinese laws regarding how and when members may
assemble and the activities that they may conduct, or the conditions under which the activities may be conducted, are subject to significant regulatory discretion resulting in
interpretations and enforcement that sometimes vary from province to province, among different levels of government, and from time to time. Members can be accused of
violating one or more of the laws regulating these activities, notwithstanding training that we attempt to provide. Enforcement measures regarding these violations, which
can include arrests, raise the uncertainty and perceived risk associated with conducting this business, especially among those who are aware of the enforcement actions but
not the specific activities leading to the enforcement action. We believe that this led some members in China (who are signed up as members in Hong Kong) to leave the
business or curtail their selling activities and has led some potential members to choose not to participate. Among other things, we are managing this risk with more training
and public relations efforts that are designed, among other things, to distinguish our company from businesses that make no attempt to comply with the law. This
environment creates uncertainty about the future of doing this type of business in China generally and under our current business model, specifically.
In addition, members often desire to enter a market before we have received approval to do business in order to gain an advantage in the marketplace. Improper
member activity in new geographic markets could result in adverse publicity and can be particularly harmful to our ability to ultimately enter these markets. Violations by
our members of applicable law or of our policies and procedures in dealing with customers could reflect negatively on our products and operations, and harm our business
reputation. In addition, it is possible that a judicial or administrative body could hold us civilly or criminally accountable based on vicarious liability because of the actions
of our members. If any of the above or related events involving our members occur, our business, results of operations or financial condition could be materially adversely
affected.
An increase in the amount of compensation paid to members would reduce profitability.
We incur significant expense in the payment of compensation to our members, which represented approximately 41% and 42% of net sales during each of 2024 and
2023, respectively. We compensate our members by paying commissions, bonuses, and certain awards and prizes. Factors impacting the overall commission payout include
the growth and depth of the member network, the member retention rate, the type and scope of promotions and incentives, local promotional programs and business
development agreements. Long-term promotions and incentives (lasting up to one year) can, in particular, result in uncertain ultimate cost. Any increase in compensation
payments to members as a percentage of net sales will reduce our profitability.
Our compensation plan includes a cap that may be enforced on member compensation paid out on a weekly dollar limit or as a percentage of product sales. There can
be no assurance that enforcement of this cap will ensure profitability (which depends on many other factors). Moreover, enforcement of this cap could cause key members
affected by the cap to leave and join other companies.
We may be held responsible for certain taxes or assessments relating to the activities of our members and service providers, which could harm our financial
condition and operating results.
Our members and service providers are subject to taxation, and in some instances, legislation or governmental agencies impose an obligation on us to collect the
taxes, such as value added taxes, and to maintain appropriate records. In addition, we are subject to the risk in some jurisdictions of being responsible for social security
and similar taxes with respect to our members.
Legal, Regulatory, Tax, Currency and Trade Policy Risks
Our business in China is subject to compliance with a myriad of applicable laws and regulations, and any actual or alleged violations of those laws or government
actions otherwise directed at us could have a material adverse impact on our business and the value of our company.
In contrast to our operations in other parts of the world, our China subsidiary has not implemented a direct sales model in China. The Chinese government permits
direct selling only by organizations that have a license and has also adopted anti-pyramid selling and multi-level marketing legislation. We operate an e-commerce direct
selling platform in Hong Kong and recognize the revenue derived from sales to both Hong Kong and Chinese members as being generated in Hong Kong. Products
purchased by members in China are delivered to third parties that act as the importers of record under agreements to pay applicable duties. In addition, through a Chinese
entity, we sell products in China using an e-commerce retail platform. Chinese members may elect to participate in either or both of the Chinese entity and the Hong Kong
entity.
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We previously submitted a preliminary application for a direct selling license in China, but in 2019 a Chinese governmental authority recommended that we withdraw
our application. We expect to reapply for a direct selling license in China when we believe that circumstances are again ripe for doing so. We are unable to predict whether
and when we will be successful in obtaining a direct selling license to operate in China, and if we are successful, when we will be permitted to conduct direct selling
operations and whether such operations would be profitable.
We continually evaluate our business in China and Hong Kong for compliance with applicable laws and regulations, including seeking the input of outside
professionals and certain Chinese authorities. This process can and has resulted in the identification of certain matters of potential noncompliance. We work on a continuing
basis to satisfactorily address such matters, however there can be no assurance that adequate steps are taken or that applicable laws and regulations are properly interpreted.
Should the government authorities determine that our activities violate applicable laws and regulations, including China’s direct selling, pyramid selling or multi-level
marketing laws and regulations, or should new laws or regulations be adopted, there could be a material adverse effect on our business, results of operations and financial
condition.
The Chinese government scrutinizes the activities of direct selling companies. Our business continues to be subject to regulations and examinations by municipal and
provincial level regulators. At times, actions by government regulators have impacted our members’ activities in certain locations and have resulted in a few cases of
enforcement actions. In each of these cases, we helped our members with their defense of the legality of their conduct.
Our business and the value of our company can be adversely affected by Chinese government scrutiny, even if that scrutiny does not result in investigations of our
business. Although we remain in regular contact with Chinese government officials and take other steps to address regulatory concerns, these government officials have
significant discretion in the application and enforcement of laws and regulations. As a result, our business and the value of our company remain vulnerable to Chinese
government scrutiny, whether or not initiated by third parties, which scrutiny could result in changes to our business and/or the Chinese or Hong Kong government taking
action against us.
Various other factors could harm our business in Hong Kong and China, such as worsening economic conditions in Hong Kong or China, adverse developments
relating to the industry in which we conduct our business, adverse local publicity, negative changes to our business and/or social media coverage, geopolitical or trade
tensions between the United States and China or other events that may be out of our control. For example, in 2019 the Chinese government announced a 100-day campaign
focusing on companies involved in the sale of food, equipment, daily necessities, small home electrical appliances and services that are claimed to promote health. The
Chinese government ministries in charge of this campaign indicated that they were targeting illegal practices in the industry, particularly the manufacture and sale of
counterfeit and substandard products, and false advertising and misleading claims as to the health benefits of products and services. It is understood that the campaign was
specifically focused on the business practices of direct selling companies. As a result, we and some of our peers voluntarily decided to temporarily suspend our member
activities, such as product roadshows, product trainings and larger company-sponsored events, in China. We did this because we learned that the campaign was announced
in broad outlines by the central government, and the interpretation and enforcement of the campaign was delegated to the provincial and local governments. We consider it a
top priority for our business to develop an understanding of and cooperate with all levels and jurisdictions of the government agencies and did not want to run the risk of
being inadvertently entangled in the government enforcement actions as the provincial and local government formulated and implemented their interpretive guidance and
rule-making. It may again in the future be necessary or advisable to suspend member activities or take similar actions, and the resulting periods of reduced activity may
have a material adverse effect on our business.
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Although we attempt to work closely with both national and local Chinese governmental agencies in conducting our business, our efforts to comply with national and
local laws may be harmed by a rapidly evolving regulatory climate, concerns about activities resembling violations of direct selling, pyramid selling or multi-level
marketing legislation, subjective interpretations of laws and regulations, and activities by individual members that may violate laws notwithstanding our policies prohibiting
such activities.
Any determination that our operations or activities, or the activities of our individual members, employee sales representatives, or importers of record are not in
compliance with applicable laws and regulations could result in the imposition of substantial fines, extended interruptions of business, restrictions on our future ability to
obtain business licenses or expand into new locations, changes to our business model, the termination of required licenses to conduct business, or other actions, any of
which could materially harm our business, results of operations and financial condition.
Changes in government trade and economic policies, including the imposition and threatened imposition of tariffs and other restrictive trade policies, and ongoing
political and economic disputes between the United States and other jurisdictions, particularly China, may have a negative effect on global economic conditions
and our business, financial results and financial condition.
The United States has in recent years enacted tariffs on certain items. Further, with President Trump's re-election in 2024, significant increases in tariffs on foreign
imports into the United States have been proposed or, the case of imports from China imposed. In response, a number of our markets, particularly China, have implemented
tariffs on U.S. imports or otherwise imposed non-tariff barriers such as slow-walking custom clearance of American-made products. U.S. trade policies can change quickly,
and the extent and duration of tariffs and other trade barriers are difficult to predict. These developments, together with the threat of new tariffs and other restrictive trade
policies and the uncertainties they create, may have a material adverse effect on global economic conditions and the stability of global financial markets, and they may
significantly reduce global trade and, in particular, adversely affect trade and economic relations between China and the United States.
Tensions between the United States and China have increased in recent years as a result of disputes in areas including trade policy, intellectual property, cybersecurity
and data privacy. Tensions became particularly acute following the China legislature’s passage of a national security law in 2020 that changed the way Hong Kong has been
governed since the territory was handed over by the United Kingdom to China in 1997. This law criminalizes secessionist activities, subversion, terrorism, and collusion
with a foreign country or with external elements to endanger national security in Hong Kong. The U.S. State Department has indicated that the United States no longer
considers Hong Kong to have significant autonomy from China, and the United States has enacted sanctions against certain persons related to China's governance of Hong
Kong. China has responded in kind. These and other recent actions reflect an escalation in political and economic tensions involving the United States, China and Hong
Kong, which could harm our business. A continued deterioration in these political or economic relations or other future unforeseen problems could disrupt our China and
Hong Kong business (including our Hong Kong office and employees), adversely affect the distribution of our products, reduce our net sales, increase the cost of
conducting our operations, or result in retaliatory actions against U.S. interests, any of which could have a material adverse effect on our business, results of operations
and financial condition.
In addition, any actions by non-U.S. markets to implement further trade or economic policy changes, including limiting foreign investment or trade, imposing
currency controls restricting the international transfer of funds, increasing regulatory scrutiny or taking other actions which impact U.S. companies' ability to obtain
necessary licenses or approvals could negatively impact our business.
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Trade and economic policy changes are subject to a number of uncertainties and are only one part of the larger dynamic of political and economic relations amongst
countries. The ultimate reaction of other countries, and the individuals in each of these countries, and the impact of actions on the United States, China, Hong Kong, the
global economy and our business, financial condition and results of operations, cannot be predicted at this time.
Direct-selling laws and regulations may prohibit or severely restrict our direct sales efforts and cause our revenue and profitability to decline, and regulators could
adopt new regulations that harm our business.
Our direct selling system is subject to extensive laws, governmental regulations, administrative determinations, court decisions and similar constraints. These laws
and regulations are generally intended to prevent fraudulent or deceptive schemes, often referred to as “pyramid” schemes, which compensate participants for recruiting
additional participants irrespective of product sales, use high pressure recruiting methods and/or do not involve legitimate products. They also seek to ensure that claims
regarding the ability of participants to earn money are truthful and substantiated.
Complying with these widely varying and sometimes inconsistent rules and regulations can be difficult and may require the devotion of significant resources on our
part. There can be no assurance that we or our members are in compliance with all of these regulations. Our failure or our members’ failure to comply with these
regulations or new regulations could lead to the imposition of significant penalties or claims and could negatively impact our business. If we are unable to continue business
in existing markets or commence operations in new markets because of these laws, our revenue and profitability may decline.
We are also subject to the risk that new laws or regulations might be implemented or that current laws or regulations might change, which could require us to change
or modify the way we conduct our business in certain markets or the loss of necessary licenses. This could be particularly detrimental to us if we have to change or modify
the way we conduct business, or cannot conduct any business, in markets that represent a significant percentage of our revenue.
Our business is subject to a variety of laws, regulations and other obligations regarding privacy, data protection and information security. Any actual or
perceived failure by us or our third-party vendors to comply with such laws, regulations or other obligations could materially adversely affect our business.
We collect certain personal information, including payment data, from members and consumers, as well as our employees. We also develop and maintain sensitive
and proprietary business information. We are therefore subject to numerous laws, regulations and other obligations that address privacy, data protection and information
security in the various markets in which we conduct business. We are particularly focused on the evolving state of laws and regulations in China and Hong Kong
applicable to privacy, data protection and information security. Of particular note is China's Cyber Security Law, which requires companies to take certain measures to
ensure that the security of their networks and data stored on their networks. Specifically, the Cyber Security Law provides that companies adopt a multi-level protection
scheme under which network operators are required to perform obligations of security protection to ensure that the network is free from interference, disruption or
unauthorized access, and prevent network data from being disclosed, stolen or tampered with. In addition, on June 10, 2021, the Standing Committee of the National
People's Congress of China promulgated the Data Security Law, which took effect in September 2021. The Data Security Law imposes data security and privacy obligations
on entities and individuals carrying out data activities, and introduces a data classification and hierarchical protection system based on the importance of data in economic
and social development, as well as the degree of harm it will cause to national security, public interests, or legitimate rights and interests of individuals or organizations
when such data is tampered with, destroyed, leaked, or illegally acquired or used. The Data Security Law also provides for a national security review procedure for data
activities that may affect national security and imposes export restrictions on certain data and information. Finally, the Standing Committee of the National People's
Congress of the China also promulgated the Personal Information Protection Law (“PIPL”), which took effect on November 1, 2021. The PIPL expands data protection
compliance obligations to cover the processing of personal information of persons by organizations and individuals in China, and the processing of personal information of
persons in China, outside of China if such processing is for purposes of providing products and services to, or analyzing and evaluating the behavior of, persons in China.
The PIPL also provides that critical information infrastructure operators and personal information processing entities that process personal information meeting a volume
threshold are also required to store in China personal information generated or collected in China, and to pass a security assessment for any export of such personal
information.
Hong Kong also has its data privacy legislation that regulates the collection, use and handling of personal data. Under the relevant Hong Kong legislation, data users
are required to comply with various data protection principles in relation to the requirement of lawful and fair collection of personal data, consent of data subjects, retention
of personal data, use and disclosure of personal data, security of personal data, personal data policies and practices, and rights to access and correction of personal data.
The interpretation, application and enforcement of privacy, data security and information security laws, regulations and other obligations evolve from time to time
and their scope may continually change, through new legislation, amendments to existing legislation and changes in interpretation and enforcement. We have incurred, and
will continue to incur, significant expenses in an effort to comply with such laws, regulations and other obligations, as well as related security standards and protocols.
Despite our compliance efforts, we may not meet all of the requirements imposed on us. Any failure on our part or on the part of our third-party vendors to comply with
applicable laws, regulations or other obligations relating to privacy, data protection or information security could damage our reputation, result in investigations, fines or
other penalties imposed by governmental authorities and private claims or litigation, any of which could materially adversely affect our business, results of operations and
financial condition. Even if our practices or those of our third-party vendors are not subject to legal challenge, the perception of data or privacy concerns, whether or not
valid, may harm our reputation and brand and adversely affect our business, results of operations and financial condition.
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Challenges by third parties to the legality of our business operations could harm our business.
We are also subject to the risk of private party challenges to the legality of our operations, including our direct selling system. The regulatory requirements
concerning direct selling systems generally do not include “bright line” rules and are inherently fact-based and subject to judicial or administrative interpretation. An
adverse judicial or administrative determination against us with respect to our direct selling system, or in proceedings not involving us directly but which challenge the
legality of other direct selling marketing systems, could have a material adverse effect on our business. There is also risk that challenges and settlements involving other
parties could provide incentives for similar actions by members against us and other direct selling companies. Moreover, challenges to our business system and operations
in important markets may come from short sellers, hedge funds, other investors, bloggers and reporters. Other companies in our industry have also faced such
challenges. Any challenges regarding us or others in our industry could harm our business if such challenges result in the imposition of any fines or damages on our
business, create adverse publicity, increase scrutiny or investigations of us or our industry, detrimentally affect our efforts to recruit or motivate members and attract
customers, or interpret laws in a manner inconsistent with our current business practices.
We have in the past been involved in, and may in the future face, lawsuits, claims, and governmental proceedings and inquiries that could harm our business.
We have in the past been, and may in the future be, a party to lawsuits, claims and governmental proceedings and inquiries. Prosecuting and defending these matters
may require significant expense and attention of our management and can expose us to adverse publicity, regardless of the outcome. Further, in the event of an adverse
outcome, we could be required to pay substantial damages, fines or penalties and cease or be prevented from conducting certain practices or activities.
Such matters can be complex, can extend for a protracted period of time, and can result in unpredictable expense. There can be no assurance that we will be able to
successfully defend or resolve any such litigation, claims or governmental proceedings or inquiries, or that the significant money, time and effort spent in defending these
matters, or any related adverse publicity, will not adversely affect our business, results of operations and financial condition.
Currency exchange rate fluctuations could lower our revenue and net income.
In 2024, 96% of our revenue was recorded by subsidiaries located outside of North America. Revenue transactions and related commission payments, as well as other
incurred expenses, are typically denominated in the local currency. Accordingly, our international subsidiaries generally use the local currency as their functional
currency. The results of operations of our international subsidiaries are exposed to foreign currency exchange rate fluctuations during consolidation since we translate into
U.S. dollars using the average exchanges rates for the period. As exchange rates vary, revenue and other operating results may differ materially from our
expectations. Additionally, we may record significant gains or losses related to foreign-denominated cash and cash equivalents and the re-measurement of inter-company
balances.
Our most significant foreign exchange exposure, the Hong Kong dollar, is for now pegged to the U.S. dollar. We also purchase a significant majority of inventories in
U.S. dollars. Our foreign currency exchange rate exposure to the South Korean won, Taiwan dollar, Japanese yen, Chinese yuan, Russian ruble, Kazakhstani tenge,
Singaporean dollar, Malaysian ringgit, Indian rupee, Canadian dollar, Mexican peso, Peruvian sol, European euro and Colombian peso collectively represented
approximately 16% and 18% of our revenue in 2024 and 2023, respectively. Our foreign currency exchange rate exposure may increase in the near future as we develop
opportunities in Southeast Asia, India, Canada, Central America, South America and Europe. Additionally, our foreign currency exchange rate exposure would significantly
increase if the Hong Kong dollar were no longer pegged to the U.S. dollar. Finally, we also experience indirect exchange rate exposure due to the concentration of our sales
to members residing in China and the impact of fluctuations in the value of the Chinese yuan on our members’ purchasing power.
Given our inability to predict the degree of exchange rate fluctuations, we cannot estimate the effect these fluctuations may have upon future reported results, product
pricing or our overall financial condition. Further, to date we have not attempted to reduce our exposure to short-term exchange rate fluctuations by using foreign currency
exchange contracts.
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Changes in tax or duty laws, and unanticipated tax or duty liabilities, could adversely affect our net income.
In the course of doing business we may be subject to various taxes, such as sales and use, value-added, and franchise taxes. We are also subject to income taxes in the
United States and numerous foreign jurisdictions. We earn a substantial portion of our income in foreign jurisdictions. Economic and political conditions make tax rules in
any jurisdiction, including the United States, subject to significant change. There have been recent changes in U.S. tax law that impact how U.S. multinational corporations
are taxed on foreign earnings. There have also been proposals to reform foreign tax laws that could significantly affect the Company’s tax position. Although we cannot
predict whether or in what form these proposals will pass, several of the proposals considered, if enacted into law, could have an adverse impact on our income tax expense
and cash flows.
Our parent corporation is domiciled in the United States. Under tax treaties, we are eligible to receive foreign tax credits in the United States for taxes paid abroad.
Taxes paid to foreign taxing authorities may exceed the credits available to us, resulting in the payment of a higher overall effective tax rate on our worldwide operations.
Our effective income tax rate in the future could be adversely affected by a number of factors, including changes in the mix of earnings in countries with differing
statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws, and the outcome of income tax audits in various jurisdictions around
the world.
We have in the past, and may in the future be subject to examinations of our tax returns and other tax matters by the U.S. Internal Revenue Service and other tax
authorities and governmental bodies. We regularly assess the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of our
provision for taxes, which is subject to significant discretion. There can be no assurance as to the outcome of these examinations. If our effective tax rates were to increase,
particularly in the United States, or if the ultimate determination of taxes owed is for an amount in excess of amounts previously accrued, our financial results or operations
could be adversely affected.
In addition, our operations are subject to regulations designed to ensure that appropriate levels of customs duties are assessed on the importation of our products. The
failure to properly calculate, report and pay such duties when we are subject to them could have a material adverse effect on our results of operations and financial
condition. Any change in the laws or regulations regarding such duties, or any interpretation thereof, could result in an increase in the cost of doing business.
Transfer pricing regulations affect our business and results of operations.
In many countries, including the United States, we are subject to transfer pricing and other tax regulations designed to ensure that appropriate levels of income are
reported as earned by our United States or local entities and are taxed accordingly. We have adopted transfer pricing agreements with most of our subsidiaries to regulate
inter-company transfers, which agreements are subject to transfer pricing laws that regulate the flow of funds between the subsidiaries and the parent corporation for product
purchases, management services, and contractual obligations, such as the payment of member compensation. There can be no assurance that we will be found to be
operating in compliance with transfer pricing laws, or that those laws would not be modified, which, as a result, may require changes in our operating procedures or
otherwise may have a material adverse effect on our financial results or operations.
Our products and related activities are subject to extensive government regulation, which could delay, limit or prevent the sale of some of our products in some
markets.
The formulation, manufacturing, packaging, labeling, importation, advertising, distribution, sale and storage of certain of our products are subject to extensive
regulation by various federal agencies, including the FDA, the FTC, the Consumer Product Safety Commission and the U.S. Department of Agriculture and by various
agencies of the states, localities and foreign countries in which our products are manufactured, distributed and sold. For example, the FDA requires us and our suppliers to
meet relevant current good manufacturing practice (cGMP) regulations for the preparation, packing and storage of foods and over-the-counter (OTC) drugs. We are also
now required to report serious adverse events associated with consumer use of certain of our products. Other laws and regulations govern or restrict the claims that may be
made about our products and the information that must be included and excluded on labels.
In markets outside the United States, prior to commencing operations or marketing new products, we may be required to obtain approvals, licenses, or certifications
from a ministry of health or a comparable agency. Moreover, a foreign jurisdiction may pass laws that would prohibit the use of certain ingredients in their particular
market. Compliance with these regulations can create delays and added expense in introducing new products to certain markets.
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Failure by our members or us to comply with those regulations could lead to the imposition of significant penalties or claims and could materially and adversely
affect our business. If we are not able to satisfy the various regulations, then we would have to cease sales of that product in that market. In addition, the adoption of new
regulations or changes in the interpretation of existing regulations may result in significant compliance costs or discontinuation of product sales and may adversely affect
the marketing of our products, resulting in significant loss of revenues.
We cannot predict the nature of any future laws, regulations, interpretations, or applications, nor can we determine what effect additional governmental regulations or
administrative orders, when and if promulgated, could have on our business. These potential effects could include, however, requirements for the reformulation of certain
products to meet new standards, the recall or discontinuance of certain products, additional recordkeeping and reporting requirements, expanded documentation of the
properties of certain products, expanded or different labeling, or additional scientific substantiation. Any or all of these requirements could have a material adverse effect on
our business, results of operations or financial condition.
New regulations governing the marketing and sale of nutritional supplements could harm our business.
There has been an increasing movement in the United States and other markets to increase the regulation of dietary supplements, which could impose additional
restrictions or requirements in the future. In the United States, for example, some legislators and industry critics continue to push for increased regulatory authority by the
FDA over nutritional supplements. Our business could be harmed if more restrictive legislation is successfully introduced and adopted in the future. In particular, the
adoption of legislation requiring FDA approval of supplements or ingredients could delay or inhibit our ability to introduce new supplements. We face similar pressures in
our other markets, particularly in China where certain government ministries announced in 2019 a comprehensive 100-day campaign focusing on companies involved in the
sale of certain products, including nutritional supplements and health products. This campaign or other actions could result in new legislation or regulation in China. In the
United States, the FTC's Guides Concerning the Use of Endorsements and Testimonials in Advertising (the “Guides”) require disclosure of material connections between an
endorser and the company they are endorsing and require the disclosure of typical results when these are different from those reported by the endorser. The requirements
and restrictions of the Guides may diminish the impact of our marketing efforts and negatively impact our sales results. If we or our members fail to comply with these
Guides, the FTC could bring an enforcement action against us and we could be fined and/or forced to alter our operations. Our operations also could be harmed if new laws
or regulations are enacted that restrict our ability to market or distribute nutritional supplements or impose additional burdens or requirements on nutritional supplement
companies or require us to reformulate our products.
Regulations governing the production and marketing of our personal care products could harm our business.
Our personal care products are subject to various domestic and foreign laws and regulations that regulate cosmetic products and set forth regulations for determining
whether a product can be marketed as a “cosmetic” or requires further approval as an over-the-counter drug. A determination that our cosmetic products impact the
structure or function of the human body, or improper marketing claims by our members, may lead to a determination that such products require pre-market approval as a
drug. Such regulations in any given market can limit our ability to import products and can delay product launches as we go through the registration and approval process
for those products. Furthermore, if we fail to comply with these regulations, we could face enforcement action against us and we could be fined, forced to alter or stop
selling our products and/or required to adjust our operations. Our operations also could be harmed if new laws or regulations are enacted that restrict our ability to market
or distribute our personal care products or impose additional burdens or requirements on the contents of our personal care products or require us to reformulate our products.
If we are found not to be in compliance with good manufacturing practices our operations could be harmed.
Regulations on good manufacturing practices and adverse event reporting requirements for the nutritional supplement industry are in effect and require good
manufacturing processes for us and our vendors, including stringent vendor qualifications, ingredient identification, manufacturing controls and record keeping. We are also
required to report serious adverse events associated with consumer use of our products. Our operations could be harmed if regulatory authorities make determinations that
we or our vendors are not in compliance with the regulations. A finding of noncompliance may result in administrative warnings, penalties or actions impacting our ability
to continue selling certain of our products. In addition, compliance with these regulations has increased and may further increase the cost of manufacturing certain of our
products as we work with our vendors to assure they are qualified and in compliance.
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Failure to comply with domestic and foreign laws and regulations governing product claims and advertising could harm our business.
Our failure to comply with FTC or state regulations, or with regulations in foreign markets that cover our product claims and advertising, including direct claims and
advertising by us, as well as claims and advertising by members for which we may be held responsible, may result in enforcement actions and imposition of penalties or
otherwise materially and adversely affect the distribution and sale of our products. Our claims about the level of financial success that can be expected by our members are
also subject to FTC review and enforcement. Member activities in our existing markets that violate applicable governmental laws or regulations could result in
governmental or private actions against us in markets where we operate. Given the size of our member force, we cannot ensure that our members will comply with
applicable legal requirements.
We are subject to anti-bribery laws, including the U.S. Foreign Corrupt Practices Act.
We are subject to anti-bribery laws, including the U.S. Foreign Corrupt Practices Act (“FCPA”), which generally prohibit companies and their intermediaries from
making improper payments for the purpose of obtaining or retaining business as well as requiring companies and their intermediaries to maintain accurate books and
records. In recent years there has been a substantial increase in anti-bribery law enforcement activity by the U.S. Department of Justice (the “DOJ”) and the SEC relating to
certain countries in which we have business, including China. For example, in 2017, a U.S. based direct selling company announced that it was the target of an investigation
being conducted by the SEC to determine whether certain activities related to the direct selling company's operations in China violated the FCPA. Also, in 2017, another
U.S. based direct selling company announced that it had initiated a voluntary probe of its operations in China to determine if violations of the FCPA had occurred.
Our policies mandate compliance with anti-bribery laws by our employees and agents, including the requirements to maintain accurate information and internal
controls. However, we may be liable for actions of our employees and agents, even if such actions are inconsistent with our policies. Being subject to an investigation by the
DOJ or the SEC for an alleged violation of the FCPA could cause us to incur significant expenses and distractions that could adversely affect our business. Violations of the
FCPA, or a similar anti-bribery law, may result in criminal or civil sanctions, including contract cancellations or debarment, and loss of reputation, which could have a
material adverse effect on our results of operations and financial condition.
We do not have a comprehensive product liability insurance program and product liability claims could hurt our business.
Currently, we do not have a comprehensive product liability insurance program, although the insurance carried by our suppliers may cover certain product liability
claims against us. As a marketer of dietary supplements, cosmetics and other products that are ingested by consumers or applied to their bodies, we may become subjected
to various product liability claims, including that:
•
our products contain contaminants or unsafe ingredients;
•
our products include inadequate instructions as to their uses; or
•
our products include inadequate warnings concerning side effects and interactions with other substances.
If our suppliers’ product liability insurance fails to cover product liability claims or other product liability claims, or any product liability claims exceeds the amount
of coverage provided by such policies or if we are unsuccessful in any third-party claim against the manufacturer or if we are unsuccessful in collecting any judgment that
may be recovered by us against the manufacturer, we could be required to pay substantial monetary damages which could materially harm our business, results of operations
and financial condition. As a result, we may become required to pay high premiums and accept high deductibles in order to secure adequate insurance coverage in the
future. Especially since we do not have direct product liability insurance, it is possible that product liability claims and the resulting adverse publicity could negatively
affect our business.
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Intellectual Property, Information Technology and Cybersecurity Risks
We may be unable to protect or use our intellectual property rights.
We rely on trade secret, copyright and trademark laws and confidentiality agreements with employees and third parties, all of which offer only limited protection of
our confidential information and trademarks. Moreover, the laws of some countries in which we market our products, including China, may not afford effective protection
of our intellectual property rights. The unauthorized copying, use or other misappropriation of our confidential information, trademarks and other intellectual property
could enable third parties to benefit from such property without paying us for it. This could have a material adverse effect on our business, operating results and financial
condition. If we resort to legal proceedings to enforce our intellectual property rights, the proceedings could be burdensome, expensive and result in inadequate
remedies. It is also possible that our use of our intellectual property rights could be found to infringe on prior rights of others and, in that event, we could be compelled to
stop or modify the infringing use, which could be burdensome and expensive.
We rely on and are subject to risks associated with our reliance upon information technology systems.
Our success is dependent on the accuracy, reliability, and proper use of information processing systems and management information technology. Our information
technology systems are designed and selected to facilitate order entry and customer billing, maintain member records, accurately track purchases and member compensation
payments, manage accounting operations, generate reports, and provide customer service and technical support. Any interruption in these systems could have a material
adverse effect on our business, financial condition, and results of operations.
There can be no assurance that there will not be delays or interruptions in our information technology services. An interruption or delay in availability of these
services could, if it lasted long enough, prevent us from accepting orders, cause members to leave our business, or otherwise materially adversely affect our business.
System disruptions or failures, cybersecurity risks, and compromises of data, or the failure to comply with related laws and regulations, could harm our business.
Because of our diverse geographic operations and our internationally applicable member compensation plans, our business is highly dependent on the secure and
efficient functioning of our information technology systems, and the security of personal and sensitive business data. We collect certain personal information, including
payment data, from members and consumers, as well as our employees. We also develop and maintain sensitive and proprietary business information. Any systems failure
or interruption, breach in security, or loss of data, whatever the cause, could adversely affect our operations and financial results.
Systems disruptions and data breaches can derive from natural disasters, accidental technological events or human error, but can also result from fraud or malice on
the part of external or internal parties. Our systems, networks and software, like those of other companies, have been and are likely to continue to be, the target of
cybersecurity threats and attacks, which may range from isolated or random attempts to sophisticated and targeted measures directed specifically at us. The risk of a systems
disruption or data breach, particularly through cyber-attack or cyber intrusion, has increased as the number, intensity and sophistication of attempted attacks and intrusions
from around the world have increased. A material systems disruption or data breach affecting us could damage our reputation, deter members from purchasing our products,
and result in cost and liability to us.
Although we have implemented technical and administrative safeguards to maintain the security and integrity of our information technology systems and data, there
can be no assurance that our security efforts and measures will be effective in a continually evolving threat environment. In addition to the risks presented by malicious
actors and natural disasters, many systems disruptions and data breaches are reportedly caused by human error. Therefore, despite our security policies and mandatory
training, our systems and data are exposed to the risk that human error could either create a vulnerability that could be exploited by an attacker, or expose our systems and
data to unintended risk of compromise. In addition, as described below, most of our information technology systems and data are hosted by third-party vendors over which
we have limited control. We anticipate that we will be required to expend additional resources in order to continue to enhance our technical and administrative safeguards,
and to investigate and remediate any vulnerabilities in our systems, networks and software.
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In any case, a data breach or other significant disruption of our information systems or those related to our third-party vendors, including as a result of cyber-attacks,
could (1) disrupt the proper functioning of our systems and networks and therefore operations, (2) result in the unauthorized access to, and destruction, loss, theft,
misappropriation or release of personal, confidential, sensitive or otherwise valuable data or other information, (3) result in a violation of applicable privacy, cybersecurity,
data breach notification requirements under applicable laws, regulations and contractual provisions, subjecting us to additional regulatory scrutiny, and exposing us to
possible fines, lawsuits and related financial liability, (4) require significant management attention and financial resources to investigate and remedy the breach or
disruption, and (5) harm our reputation, cause a decrease in the number of our members and revenue, and otherwise damage our business. The occurrence of any of the
foregoing could have a material adverse effect on our business, financial condition and results of operations.
Finally, we are subject to numerous laws, regulations and other obligations that address privacy, data collection and information security in the various markets in
which we conduct business and, despite our compliance efforts, we or our third-party vendors may not comply with all applicable requirements. See “Item 1A. Risk Factors
- Our business is subject to a variety of laws, regulations and other obligations regarding privacy, data protection and information security…”.
Our systems, software and data reside on third-party servers, exposing us to risks that disruption or intrusion of those servers could temporarily or permanently
interrupt our access and damage our business.
Most of our systems, software and data reside in the “cloud” on servers operated by third-party vendors to which we have limited access. We assess the risks
presented by these third-party vendors, and our contracts with them contain representations, warranties and other provisions related to the security of our data, and of the
systems and software on which we rely. We are, however, limited in our ability to mitigate the risks of a systems disruption or data breach affecting our third-party
vendors. Moreover, any delay or failure in payment of the third-party vendors, disputes with such vendors, or business interruption or failure of the third-party vendors
could result in loss of or interruption in access to our systems, software or data. It is possible that our systems, software and data could in the future be moved to servers of
different third parties or to our own servers. Any such move could result in temporary or permanent loss of access to our systems, software or data. Any protracted loss of
such access would materially and adversely affect our business, financial condition and results of operations.
Common Stock Risks
Our common stock is particularly subject to volatility because of the industry and markets in which we operate.
The market prices of securities of direct selling companies have been extremely volatile, particularly those of companies that derive a substantial portion of their
revenue from China and/or Hong Kong. These companies have experienced stock market price fluctuations that have often been disproportionate to their operating
performance. These broad fluctuations could adversely affect the market price of our common stock.
Our common stock continues to experience wide fluctuations in trading volumes and prices. This may make it more difficult for holders of our common stock to
sell shares when they want and at prices they find attractive.
The public market for our common stock has historically been very volatile experiencing wide fluctuations in trading volumes and prices. There are a number of
factors that may contribute to this volatility, including the following:
•
active participation of speculative traders in our stock (including short sellers);
•
limited trading activity in our common stock;
•
the sale of a large number of shares of our common stock from time to time;
•
market rumors regarding our business operations;
•
government scrutiny of our business;
•
adverse publicity related to our business or industry; and
•
fluctuations in our operating results.
This market volatility for our common stock may make it more difficult for holders of our stock to sell shares when they want and at prices they find attractive. There
can be no assurance that a larger or more liquid market will be developed or maintained for our common stock.
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Item 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
Item 1C. CYBERSECURITY
Governance
Our Vice President of Strategic Initiatives and Chief Financial Officer oversee our cybersecurity risk management program described in “Risk Management and
Strategy” below. While the Board of Directors has overall responsibility for risk oversight, it is supported in this regard by the Audit Committee, including with respect to
cybersecurity matters. The Audit Committee assists the Board of Directors in monitoring cybersecurity risk by receiving as needed updates from and engaging in
discussions with the Vice President of Strategic Initiatives and the Chief Financial Officer, that cover, among other things, our cybersecurity risk management program,
response readiness and training efforts. The Audit Committee updates the full Board of Directors on cybersecurity matters as appropriate.
Risk Management and Strategy
Our business is dependent upon our computer systems, devices and networks to collect, process and store the data necessary to conduct almost all aspects of our
business. We maintain a cybersecurity risk management program, which includes internal and external human resources, processes, controls and technology designed to
identify, protect, detect, respond to and manage reasonably foreseeable cybersecurity risks and threats.
To safeguard our information systems from cybersecurity threats, we use various security tools that help prevent, identify, escalate, investigate, resolve and recover
from identified vulnerabilities and security incidents in a timely manner at a network and user end point level. These include, but are not limited to, internal reporting,
monitoring and detection tools. We engage various third-party vendors to provide these security services, including providing timely cybersecurity threat alerts in addition to
monitoring cybersecurity threats and our defenses against cyberattacks. This monitoring includes the proactive identification of vulnerabilities in our systems with threat
intelligence. In addition, we engage a third-party vendor to perform penetration testing at least annually and our IT team also performs simulations and response readiness
tests on an annual basis. Our incident response plan sets forth our response protocol to coordinate the activities that we take to respond and recover from cybersecurity
incidents, which include processes to triage, assess severity, investigate, escalate, contain, and remediate an incident, as well as to comply with potentially applicable legal
and reporting obligations and mitigate brand and reputational damage.
We also maintain a third-party risk management process to mitigate vulnerabilities associated with external service providers and vendors. This includes reviewing
service-level agreements and third-party security certifications, such as PCI DSS and SOC reports, on an annual basis or as-needed to ensure vendors adhere to our security
and compliance standards.
We have adopted an IT Policies and Procedures Policy that requires all employees to acknowledge on an annual basis their responsibilities in abiding with company
policies regarding safeguard our network environment. In addition, all employees receive cybersecurity training upon hire with at least annual training on best practices,
social engineering threats and cybersecurity risks.
We continuously monitor our computer systems, devices and networks, and work to improve our safeguards against regular and continually evolving cyber and other
security threats. To date, we are not aware of any cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company, including our
business strategy, results of operations or financial condition. However, notwithstanding the extensive approach we take to cybersecurity, we may not be successful in
preventing or mitigating a cybersecurity incident in the future that could have a material adverse effect on us. While we maintain cybersecurity insurance, the costs related
to cybersecurity threats or disruptions may not be fully insured. For further information about the cybersecurity risks we face, see “Item 1A. Risk Factors – System
disruptions or failures, cybersecurity risks, and compromises of data, or the failure to comply with related laws and regulations, could harm our business.”
Item 2. PROPERTIES
Our corporate headquarters is located in Rolling Hills Estates, California where we lease 4,900 square feet of office space with a term expiring in September 2030.
We also lease 7,300 square feet of corporate office space in Hong Kong with a term expiring in June 2026. To help further develop the market for our products in North
America, we lease retail space in Rowland Heights, California; Richmond, British Columbia; and Metuchen, New Jersey. Our office space in Rolling Hills Estates and Hong
Kong is used in support of all of our business segments, while the North America retail space is used in support of our Primary Reporting Segment.
We lease seven branch offices throughout China that are used for our China business segment, and additional office space in Peru, Japan, Taiwan, South Korea,
Malaysia and the Cayman Islands (all of which are used for our Primary Reporting Segment). We contract with third parties for fulfillment and distribution operations in all
of our international markets. We believe that our existing office space is in good condition, and is suitable and adequate for the conduct of our business.
Item 3. LEGAL PROCEEDINGS
None.
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
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Part II
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
Our common stock is currently traded on the NASDAQ Capital Market (“Nasdaq”) under the symbol “NHTC.” On February 18, 2025, the closing price of our
common stock as reported by Nasdaq was $4.86 per share.
At February 18, 2025, there were approximately 105 record holders of our common stock (although we believe that the number of beneficial owners of our common
stock is substantially greater).
The Company expects to pay a quarterly cash dividend of $0.20 on each share of common stock outstanding for the foreseeable future. However, any future cash
dividends will be at the sole discretion of the Board of Directors, and will depend on the Company's financial condition, results of operations, capital requirements and other
factors considered relevant by the Board of Directors.
Item 6. [RESERVED]
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Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Business Overview
We are an international direct-selling and e-commerce company. Subsidiaries controlled by us sell personal care, wellness, and “quality of life” products under the
“NHT Global” brand. Our wholly-owned subsidiaries have an active physical presence in the following markets: the Americas, which consists of the United States, Canada,
Cayman Islands, Mexico, Peru and Colombia; Greater China, which consists of Hong Kong, Taiwan and China; Southeast Asia, which consists of Malaysia and Singapore;
South Korea; Japan; India; and Europe. We also operate in Russia and Kazakhstan through our engagement with a local service provider. See Note 13 of the Notes to
Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data” of this report for further information about our net sales by geographic area.
As of December 31, 2024, we were conducting business through 30,870 active members, compared to 32,410 at the end of 2023. We consider a member “active” if
they have placed at least one product order with us during the preceding year. Our priority is to focus our resources in our most promising markets, which we consider to be
Greater China and countries where our existing members have the connections to recruit prospects and sell our products, such as Southeast Asia, India, South America and
Europe. For further information regarding some of the risks associated with our loss of members, see “Item 1A. Risk Factors - Our continuing loss of a significant number
of members is adversely affecting our business…”.
We generate approximately 94% of our net sales from subsidiaries located outside the Americas, with sales of our Hong Kong subsidiary representing 82% of net
sales in the latest fiscal year. Because of the size of our foreign operations, operating results can be impacted negatively or positively by factors such as foreign currency
fluctuations, inflation rates, and economic, political and business conditions around the world. In addition, our business is subject to various laws and regulations, in
particular, regulations related to direct selling activities that create uncertain risks for our business, including improper claims or activities by our members and our potential
inability to obtain necessary product registrations. We continually evaluate our business for compliance with applicable laws and regulations, and this process can and has
resulted in the identification of certain matters of potential noncompliance, which we work to satisfactorily address. For further information regarding some of the risks
associated with the conduct of our business in China and Hong Kong, see “Item 1A. Risk Factors,” and more specifically under the captions “Risk Factors - Because our
Hong Kong operations account for a substantial portion of our overall business...”, “Risk Factors - Hong Kong's political and economic landscape has in recent years
undergone significant change...”, and “Risk Factors - Our business in China is subject to compliance with a myriad of applicable laws and regulations...”.
China has been and continues to be our most important business development project. We operate an e-commerce direct selling platform in Hong Kong that in
2024 generated approximately 82% of our revenue, substantially all of which was derived from the sale of products that are delivered to members in China. Through a
separate Chinese entity, we also operate an e-commerce retail platform in China. We believe that neither of these activities require a direct selling license in China, which
we do not currently hold. We previously submitted a preliminary application for a direct selling license in China, but in 2019 a Chinese governmental authority
recommended that we withdraw our application. We expect to reapply for a direct selling license in China when we believe that circumstances are again ripe for doing so. If
we are ultimately able to obtain a direct selling license in China, we believe that the incentives inherent in the direct selling model in China would incrementally benefit our
existing business. We do not expect that any increased sales in China derived from obtaining a direct selling license would initially be material and, in any event may be
partially offset by the higher fixed costs associated with the establishment and maintenance of required service centers, branch offices, manufacturing facilities, certification
programs and other legal requirements. We are unable to predict whether and when we will be successful in obtaining a direct selling license to operate in China, and if we
are successful, when we will be permitted to conduct direct selling operations and whether such operations would be profitable.
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The Chinese government conducted a campaign in 2019 focusing on companies involved in the sale of food, equipment, daily necessities, small home electrical
appliances and services that are claimed to promote health. The Chinese government ministries in charge of this campaign indicated that they were targeting illegal practices
in the industry, particularly the manufacture and sale of counterfeit and substandard products, and false advertising and misleading claims as to the health benefits of
products and services. It is understood that the campaign was specifically focused on the business practices of direct selling companies. Although it was initially announced
as a 100-day campaign, we are not aware of any information indicating that the campaign has ever been formally concluded. In any case, the business environment in China
for health product companies can be challenging, which has from time to time been exacerbated by negative social media sentiment expressed for these types of companies.
In late 2019 or early 2020 an outbreak of COVID-19 was first identified in China and subsequently spread quickly around the world, resulting in a global pandemic.
The pandemic caused the Chinese government to implement powerful measures to control the virus, such as requiring businesses to close throughout various areas of China
and restricting public gatherings and certain travel within the country. Over the course of the pandemic, we took steps to adapt some of our marketing programs, such as
relying on certain product promotions and webcast training, to overcome the physical restrictions imposed in response to the pandemic. In late 2022, the Chinese and Hong
Kong governments took comprehensive steps to relax many of their COVID-19 control measures, although the cumulative effect of these disruptions materially negatively
impacted our financial results from 2020 through 2022. This less restrictive business environment in China and Hong Kong continued throughout 2023 and 2024, and we
have been able to sponsor in-person member events in China, Hong Kong and/or Macau during each quarter since the first quarter of 2023. We are continuing to plan and
sponsor more such events consistent with normal operations. See “Item 1A. Risk Factors - Epidemics, natural disasters, terrorist attacks or acts of war…”.
In addition to the fact that our Hong Kong subsidiary generates a substantial portion of our overall business, a significant number of our employees are based in
Hong Kong. The political and economic landscape in Hong Kong has in recent years undergone significant change, largely due to the increasing influence of the Chinese
government. This development, along with the impact of the COVID-19 pandemic, led us to cease conducting member meetings and events in Hong Kong for a period of
time. We have since been able to substantially resume normal operations in Hong Kong, but Hong Kong's economy is now increasingly integrated with that of China. We
relocated our corporate headquarters from Hong Kong to California in February 2025. It is unclear how changed circumstances in Hong Kong will in the future affect our
business, but it is possible that the upheaval in Hong Kong's political and economic affairs or related consequences could adversely affect our future business, results of
operations and financial condition. See “Item 1A. Risk Factors - Hong Kong's political and economic landscape has in recent years undergone significant change...”.
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Statement of Operations Presentation
We mainly derive revenue from sales of products. Substantially all of our product sales are to independent members at published wholesale prices. Product sales are
recognized when the products are shipped and title passes to independent members, which generally is upon our delivery to the carrier that completes delivery to the
members. We estimate and accrue a reserve for product returns based on our return policies and historical experience. We bill members for shipping charges and recognize
the freight revenue in net sales. We have elected to account for shipping and handling activities performed after title has passed to members as a fulfillment cost, and accrue
for the costs of shipping and handling if revenue is recognized before the contractually obligated shipping and handling activities occurs. Event and training revenue is
deferred and recognized as the event or training occurs.
Cost of sales consists primarily of products purchased from third-party manufacturers, freight cost for transporting products to our foreign subsidiaries and shipping
products to members, import duties, packing materials, product royalties, costs of promotional materials sold to our members at or near cost, and provisions for slow
moving or obsolete inventories. Cost of sales also includes purchasing costs, receiving costs, inspection costs and warehousing costs.
Member commissions are our most significant expense and are classified as an operating expense. Under our compensation plan, members are paid weekly
commissions by our subsidiary in which they are enrolled, generally in their home country currency, for product purchases by their down-line member network across all
geographic markets. Our China subsidiary maintains an e-commerce retail platform and does not pay commissions, although our Chinese members may participate in our
compensation plan through our other subsidiaries. This “seamless” compensation plan enables a member located in one country to enroll other members located in other
countries where we are authorized to conduct our business. Currently, there are basically two ways in which our members can earn income:
•
through commissions paid on the accumulated bonus volume from product purchases made by their down-line members and customers; and
•
through retail profits on sales of products purchased by members at wholesale prices and resold at retail prices (for purchasers in some of our smaller markets and
purchasers from our China subsidiary, sales are for personal consumption only and income may not be earned through retail profits).
Each of our products is designated a specified number of bonus volume points. Commissions are based on total personal and group bonus volume points per weekly
sales period. Bonus volume points are essentially a percentage of a product’s wholesale price. As the member’s business expands from successfully enrolling other members
who in turn expand their own businesses by selling product to other members, the member receives higher commissions from purchases made by an expanding down-line
network. In some of our markets, to be eligible to receive commissions, a member may be required to make nominal monthly or other periodic purchases of our products.
Certain of our subsidiaries do not require these nominal purchases for a member to be eligible to receive commissions. In determining commissions, the number of levels of
down-line members included within the member’s commissionable group increases as the number of memberships directly below the member increases.
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Under our current compensation plan, certain of our commission payouts may be limited to a hard cap dollar amount per week or a specific percentage of total
product sales. In some markets, commissions may be further limited. In some markets, we also pay certain bonuses on purchases by up to three generations of personally
sponsored members, as well as bonuses on commissions earned by up to seven generations of personally sponsored members. Members can also earn additional income,
trips and other prizes in specific time-limited promotions and contests we hold from time to time. Member commissions are dependent on the sales mix and, for fiscal 2024
and 2023, represented 41% and 42% of net sales, respectively. Occasionally, we make modifications and enhancements to our compensation plan to help motivate members,
which can have an impact on member commissions. We may also enter into performance-based agreements for business or market development, which can result in
additional compensation to specific members.
Selling, general and administrative expenses consist of administrative compensation and benefits, travel, credit card fees and assessments, professional fees, certain
occupancy costs, and other corporate administrative expenses (including stock-based compensation). In addition, this category includes selling, marketing, and promotion
expenses (including the costs of member training events and conventions that are designed to increase both product awareness and member recruitment). Because our
various member conventions are not always held at the same time each year, interim period comparisons will be impacted accordingly.
The functional currency of our international subsidiaries is generally their local currency. Local currency assets and liabilities are translated at the rates of exchange
on the balance sheet date, and local currency revenues and expenses are translated at average rates of exchange during the period. Equity accounts are translated at historical
rates. The resulting translation adjustments are recorded directly into stockholders' equity.
Sales by our foreign subsidiaries are generally transacted in the respective local currencies and are translated into U.S. dollars using average rates of exchange for
each monthly accounting period to which they relate. Most of our product purchases from third-party manufacturers are transacted in U.S. dollars. Consequently, our sales
and net earnings are affected by changes in currency exchange rates, with sales and earnings generally increasing with a weakening U.S. dollar and decreasing with a
strengthening U.S. dollar.
Results of Operations
The following table sets forth our operating results as a percentage of net sales for the periods indicated:
Year Ended December 31,
2024
2023
Net sales
100.0%
100.0%
Cost of sales
26.0
25.4
Gross profit
74.0
74.6
Operating expenses:
Commissions expense
40.9
41.9
Selling, general and administrative expenses
36.1
36.5
Total operating expenses
77.0
78.4
Loss from operations
(3.0)
(3.8)
Other income, net
4.4
5.5
Income before income taxes
1.4
1.7
Income tax provision
0.1
0.4
Net income
1.3%
1.3%
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Net Sales
The following table sets forth revenue by market for the periods indicated (in thousands):
Year Ended December 31,
2024
2023
Americas1
$
2,680
6.2% $
3,364
7.7%
Hong Kong2
35,106
81.7
34,898
79.4
China
1,580
3.7
1,235
2.8
Taiwan
1,591
3.7
2,181
5.0
South Korea
154
0.4
164
0.4
Japan
292
0.7
450
1.0
Malaysia and Singapore
241
0.6
275
0.6
Russia and Kazakhstan
490
1.1
480
1.1
Europe
635
1.5
733
1.7
India
194
0.4
144
0.3
Total
$
42,963
100.0% $
43,924
100.0%
1 United States, Canada, Mexico, Peru and Colombia.
2 Substantially all of our Hong Kong revenues are derived from the sale of products that are delivered to members in China. See “Item 1A. Risk Factors.”
Net sales were $43.0 million for the year ended December 31, 2024 compared with $43.9 million a year ago, a decrease of $961,000, or 2%. Hong Kong net sales,
substantially all of which were derived from the sale of products shipped to members residing in China, were almost the same as the prior year, increasing $208,000, or 1%,
over the prior year. Outside of our Hong Kong business, net sales decreased $1.2 million, or 13%, over the prior year primarily due to decreased year-over-year net sales in
our business in the Americas and Taiwan which were somewhat offset by an increase in year-over-year net sales in our Chinese e-commerce retail business. As of
December 31, 2024, deferred revenue was $6.4 million, which primarily consisted of $4.9 million pertaining to unshipped product orders and unredeemed product vouchers,
as well as $1.5 million in auto ship advances.
Gross Profit
Gross profit was 74.0% of net sales for the year ended December 31, 2024 compared with 74.6% of net sales for the year ended December 31, 2023. The decline in
gross profit margin was primarily attributable to higher costs related to our Premium Noni juice product.
Commissions Expense
Commissions were 40.9% of net sales for the year ended December 31, 2024 compared with 41.9% of net sales for the year ended December 31, 2023. The decline
in commissions as a percentage of net sales was primarily due to lower weekly commissions earned during 2024.
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Selling, General and Administrative Expenses
Selling, general and administrative expenses decreased to $15.5 million for the year ended December 31, 2024, as compared to $16.0 million for the year ended
December 31, 2023. The decrease was primarily due to lower insurance and other general business expenses. Selling, general and administrative expenses as a percentage of
net sales were modestly lower in the current year as compared to the prior year.
Other Income, Net
Other income decreased to $1.9 million for the year ended December 31, 2024, as compared to $2.4 million in the prior year. The decrease in other income
was primarily due to less interest earned during 2024 as compared to the prior year.
Income Taxes
An income tax provision of $48,000 was recognized for the year ended December 31, 2024 compared with $177,000 for the year ended December 31, 2023. The tax
provision for 2023 primarily resulted from the impact of Subpart F income inclusion, limitations on executive compensation under Internal Revenue Code Section 162(m),
and income tax expense from various foreign jurisdictions. Our effective tax rate for the year ended December 31, 2024 was lower than in the year ended December 31,
2023 primarily because of reduced income in foreign operations during the year ended December 31, 2024.
Liquidity and Capital Resources
At December 31, 2024, our cash, cash equivalents and marketable securities totaled $43.9 million. Total cash, cash equivalents and marketable securities decreased by
$12.2 million from December 31, 2023 to December 31, 2024 due to the dividends paid during 2024 and the payment of the repatriation tax on the deemed repatriation of
deferred foreign income as required by the U.S. Tax Cuts and Jobs Act. We consider all highly liquid investments with original maturities of three months or less, when
purchased, to be cash equivalents. As of December 31, 2024, we had $36.0 million in available-for-sale investments classified as either cash equivalents or marketable
securities. In addition, cash and cash equivalents included $3.6 million held in banks located in China subject to foreign currency controls.
As of December 31, 2024, the ratio of current assets to current liabilities was 2.45 to 1.00 and we had $30.2 million of working capital. Working capital as of
December 31, 2024 decreased $14.1 million compared to our working capital as of December 31, 2023.
Cash used in operations was $3.4 million and $4.3 million during 2024 and 2023, respectively. Income tax paid during April 2024 and 2023 for the repatriation tax on
the deemed repatriation of deferred foreign income was $4.0 million and $3.0 million, respectively. Disregarding these payments, cash flows from operations
improved $1.8 million primarily due to improved management of inventories and operating costs during 2024 as compared to the prior year, as well as a timing difference
related to weekly commission outflows.
Cash used in investing activities totaled $30.1 million and $46,000 during 2024 and 2023, respectively. During 2024, were purchased $70.4 million in marketable
securities with original maturities greater than three months, and as such, reflect these purchases as an investing activity. These purchases of marketable securities were
offset by $40.4 million of proceeds received from maturities of marketable securities.
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Cash used in financing activities during 2024 and 2023 consisted solely of quarterly dividend payments of $0.20 per common share, totaling $9.2 million in each
period. Subsequent to December 31, 2024, on February 3, 2025, the Board of Directors declared another quarterly cash dividend of $0.20 on each share of common stock
outstanding. The dividend will be payable on February 28, 2025 to stockholders of record on February 18, 2025. We expect to continue paying a quarterly cash dividend of
$0.20 on each share of common stock outstanding for the foreseeable future. However, any future cash dividends will be at the sole discretion of the Board of Directors, and
will depend on our financial condition, results of operations, capital requirements and other factors considered relevant by the Board of Directors.
In 2016, the Board of Directors authorized an increase to our stock repurchase program first approved in 2015 from $15.0 million to $70.0 million. Any repurchases
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, we 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 that we acquire a specific number of shares, and may be suspended from time to time or discontinued. As of December 31, 2024, $21.9 million of
the $70.0 million stock repurchase program remained available for future purchases, inclusive of related estimated income tax. No repurchases were made under the stock
repurchase program in 2024 or 2023.
We believe that our existing internal liquidity, supported by cash and cash equivalents, as well as cash flows from operations should be adequate to fund normal
business operations and address our financial commitments for the foreseeable future.
We do not have any significant unused sources of liquid assets. If necessary, we may attempt to generate more funding from the capital markets, but currently do not
believe that will be necessary.
Our priority is to focus our resources on investing in our most important markets, which we consider to be Greater China and countries where our existing members
may have the connections to recruit prospects and sell our products, such as Southeast Asia, India, South America and Europe. We will continue to invest in our Mainland
China entity for such purposes as establishing China-based manufacturing capabilities, increasing public awareness of our brand and our products, sourcing more Chinese-
made products, building a chain of service stations, opening additional Healthy Lifestyle Centers or branch offices, adding local staffing and other requirements for a
prospective China direct selling license application.
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Critical Accounting Estimates
We prepare our consolidated financial statements in accordance with U.S. generally accepted accounting principles, which require our management to make estimates
that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenues
and expenses during the reporting periods. To the extent that there are material differences between these estimates and actual results, our financial condition or results of
operations would be affected. We base our estimates on our own historical experience and other assumptions that we believe are reasonable after taking account of our
circumstances and expectations for the future based on available information. We evaluate these estimates on an ongoing basis.
We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time
the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably
could have used in the current period, would have a material impact on our financial condition or results of operations. There are items within our financial statements that
require estimation but are not deemed critical, as defined above.
For a detailed discussion of our significant accounting policies and related judgments, see Note 1 of the Notes to Consolidated Financial Statements in “Item 8.
Financial Statements and Supplementary Data” of this report.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable under smaller reporting company disclosure rules.
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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NATURAL HEALTH TRENDS CORP.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm (Marcum LLP, PCAOB ID No. 688)
37
Consolidated Balance Sheets
38
Consolidated Statements of Operations
39
Consolidated Statements of Comprehensive Income
40
Consolidated Statements of Stockholders’ Equity
41
Consolidated Statements of Cash Flows
42
Notes to Consolidated Financial Statements
43
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of
Natural Health Trends Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Natural Health Trends Corp. (the “Company”) as of December 31, 2024 and 2023, the related
consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2024, and the
related notes (collectively referred to as the “financial statements”). In our opinion, based on our audits, the financial statements present fairly, in all material respects, the
financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended
December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on
our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for
the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit
committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex
judgments. We determined that there are no critical audit matters.
/s/ Marcum LLP
Marcum LLP
We have served as the Company’s auditor since 2017.
Los Angeles, CA
February 21, 2025
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NATURAL HEALTH TRENDS CORP.
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share Data)
December 31,
2024
2023
ASSETS
Current assets:
Cash and cash equivalents
$
13,533 $
56,178
Marketable securities
30,407
—
Inventories
3,272
4,293
Other current assets
3,771
3,758
Total current assets
50,983
64,229
Property and equipment, net
190
266
Operating lease right-of-use assets
2,498
3,319
Restricted cash
34
39
Deferred tax asset
382
369
Other assets
1,272
869
Total assets
$
55,359 $
69,091
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$
895 $
990
Income taxes payable
4,908
3,716
Accrued commissions
2,021
2,067
Other accrued expenses
1,425
1,170
Deferred revenue
6,428
6,166
Amounts held in eWallets
3,286
3,945
Operating lease liabilities
1,127
1,146
Other current liabilities
709
784
Total current liabilities
20,799
19,984
Income taxes payable
—
5,054
Deferred tax liability
174
135
Operating lease liabilities
1,514
2,318
Total liabilities
22,487
27,491
Commitments and contingencies (Note 8)
Stockholders’ equity:
Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued and outstanding
—
—
Common stock, $0.001 par value; 50,000,000 shares authorized; 12,979,414 shares issued at December 31, 2024
and 2023
13
13
Additional paid-in capital
84,901
84,695
Accumulated deficit
(26,344)
(17,703)
Accumulated other comprehensive loss
(1,301)
(1,069)
Treasury stock, at cost; 1,466,339 and 1,462,641 shares at December 31, 2024 and 2023, respectively
(24,397)
(24,336)
Total stockholders’ equity
32,872
41,600
Total liabilities and stockholders’ equity
$
55,359 $
69,091
See accompanying notes to consolidated financial statements.
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NATURAL HEALTH TRENDS CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Data)
Year Ended December 31,
2024
2023
Net sales
$
42,963 $
43,924
Cost of sales
11,178
11,175
Gross profit
31,785
32,749
Operating expenses:
Commissions expense
17,571
18,414
Selling, general and administrative expenses
15,513
16,006
Total operating expenses
33,084
34,420
Loss from operations
(1,299)
(1,671)
Other income, net
1,919
2,416
Income before income taxes
620
745
Income tax provision
48
177
Net income
$
572 $
568
Net income per common share:
Basic
$
0.05 $
0.05
Diluted
$
0.05 $
0.05
Weighted-average number of common shares outstanding:
Basic
11,467
11,436
Diluted
11,490
11,456
See accompanying notes to consolidated financial statements.
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NATURAL HEALTH TRENDS CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands)
Year Ended December 31,
2024
2023
Net income
$
572 $
568
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments
(218)
(69)
Unrealized gains (losses) on available-for-sale securities
(14)
4
Comprehensive income
$
340 $
503
See accompanying notes to consolidated financial statements.
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NATURAL HEALTH TRENDS CORP.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In Thousands, Except Share Data)
Preferred Stock
Common Stock
Additional
Paid-In
Accumulated
Accumulated
Other
Comprehensive
Treasury Stock
Shares
Amount
Shares
Amount
Capital
Deficit
Loss
Shares
Amount
Total
BALANCE, December 31, 2022
— $
— 12,979,414 $
13 $
86,102 $
(9,056) $
(1,004) (1,556,875) $
(25,904) $
50,151
Net income
—
—
—
—
—
568
—
—
—
568
Reissuance of treasury shares
—
—
—
—
(1,629)
—
—
97,900
1,629
—
Restricted stock forfeiture
—
—
—
—
61
—
—
(3,666)
(61)
—
Share-based compensation
—
—
—
—
161
—
—
—
—
161
Dividends declared, $0.80/share
—
—
—
—
—
(9,215)
—
—
—
(9,215)
Foreign currency translation
adjustments
—
—
—
—
—
—
(69)
—
—
(69)
Unrealized gains on available-for-
sale securities
—
—
—
—
—
—
4
—
—
4
BALANCE, December 31, 2023
—
— 12,979,414
13
84,695
(17,703)
(1,069) (1,462,641)
(24,336)
41,600
Net income
—
—
—
—
—
572
—
—
—
572
Restricted stock forfeiture
—
—
—
—
61
—
—
(3,698)
(61)
—
Share-based compensation
—
—
—
—
145
—
—
—
—
145
Dividends declared, $0.80/share
—
—
—
—
—
(9,213)
—
—
—
(9,213)
Foreign currency translation
adjustments
—
—
—
—
—
—
(218)
—
—
(218)
Unrealized losses on available-for-
sale securities
—
—
—
—
—
—
(14)
—
—
(14)
BALANCE, December 31, 2024
— $
— 12,979,414 $
13 $
84,901 $
(26,344) $
(1,301) (1,466,339) $
(24,397) $
32,872
See accompanying notes to consolidated financial statements.
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NATURAL HEALTH TRENDS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
Year Ended December 31,
2024
2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
$
572 $
568
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization
131
164
Net accretion of marketable securities
(441)
—
Share-based compensation
145
161
Noncash lease expense
1,087
1,109
Deferred income taxes
17
(178)
Changes in assets and liabilities:
Inventories
1,000
228
Other current assets
(113)
(452)
Other assets
(421)
(270)
Accounts payable
(94)
181
Income taxes payable
(3,862)
(3,299)
Accrued commissions
(19)
(866)
Other accrued expenses
271
(4)
Deferred revenue
245
565
Amounts held in eWallets
(672)
(947)
Operating lease liabilities
(1,151)
(1,119)
Other current liabilities
(62)
(119)
Net cash used in operating activities
(3,367)
(4,278)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment
(57)
(46)
Purchases of marketable securities
(70,431)
—
Proceeds from maturities of marketable securities
40,413
—
Net cash used in investing activities
(30,075)
(46)
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid
(9,213)
(9,215)
Net cash used in financing activities
(9,213)
(9,215)
Effect of exchange rates on cash, cash equivalents and restricted cash
5
10
Net decrease in cash, cash equivalents and restricted cash
(42,650)
(13,529)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period
56,217
69,746
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period
$
13,567 $
56,217
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes, net
$
3,958 $
3,529
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Right-of-use assets obtained in exchange for operating lease liabilities
$
124 $
147
See accompanying notes to consolidated financial statements.
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NATURAL HEALTH TRENDS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
Natural Health Trends Corp., a Delaware corporation (whether or not including its subsidiaries, the “Company”), is an international direct-selling and e-commerce
company. Subsidiaries controlled by the Company sell personal care, wellness, and “quality of life” products under the “NHT Global” brand.
The Company’s wholly-owned subsidiaries have an active physical presence in the following markets: the Americas, which consists of the United States, Canada,
Cayman Islands, Mexico, Peru and Colombia; Greater China, which consists of Hong Kong, Taiwan and China; Southeast Asia, which consists of Malaysia and Singapore;
South Korea; Japan; India; and Europe. The Company also operates in Russia and Kazakhstan through an engagement with a local service provider.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and all of its wholly-owned subsidiaries. All significant inter-company balances and
transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during the reported period.
The most significant accounting estimates inherent in the preparation of the Company’s financial statements include estimates associated with revenue recognition, as
well as those used in the determination of liabilities related to sales returns, commissions and income taxes. Various assumptions and other factors prompt the determination
of these significant estimates. The process of determining significant estimates is fact specific and takes into account historical experience and current and expected
economic conditions. The actual results may differ materially and adversely from the Company’s estimates. To the extent that there are material differences between the
estimates and actual results, future results of operations will be affected.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. The Company includes
credit card receivables due from certain of its credit card processors in its cash and cash equivalents as the cash proceeds are received within two to five days.
The Company maintains substantially all of its cash balances at several institutions located in the United States, Hong Kong and China which at times may exceed
insured limits. As of December 31, 2024, there was $34,000 and $51,000 in bank accounts located in the United States and Hong Kong, respectively, in excess of insured
limits. As of December 31, 2024, cash and cash equivalents included $3.6 million held in bank accounts located in China subject to foreign currency controls. The Company
has not experienced any losses on such accounts. See Note 5 for additional information regarding the Company's investments in cash equivalents held in brokerage
accounts.
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Restricted Cash
The Company periodically maintains a cash reserve with certain credit card processing companies to provide for potential uncollectible amounts and chargebacks.
Those cash reserves held by credit card processing companies located in South Korea are reflected in noncurrent assets since they require the Company to provide 100%
collateral before processing transactions, which must be maintained indefinitely.
Inventories
Inventories are stated at the lower of cost or net realizable value, using the first-in, first-out method. The Company reviews its inventory for obsolescence and any
inventory identified as obsolete is reserved or written off. The Company’s determination of obsolescence is based on assumptions about the demand for its products, product
expiration dates, estimated future sales, and management’s future plans.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated
useful lives of the assets, generally three to five years for office equipment, office software and capitalized internal-use software development costs and five to seven years
for furniture and fixtures. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the assets. Expenditures for maintenance
and repairs are charged to expense as incurred. Depreciation and amortization expenses are included in the statement of operations as selling, general and administrative
expenses. Such expense totaled $131,000 and $164,000 during 2024 and 2023, respectively.
The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be
recoverable. Recoverability of these assets is measured by comparison of its carrying amounts to future undiscounted cash flows the assets are expected to generate. If
property and equipment are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair value.
Income Taxes
The Company recognizes income taxes under the liability method of accounting for income taxes. Deferred income taxes are recognized for differences between the
financial reporting and tax bases of assets and liabilities at enacted statutory tax rates in effect for the years in which the temporary differences are expected to be recovered
or settled. Deferred tax expense or benefit is a result of changes in deferred tax assets and liabilities. Valuation allowances are established when necessary to reduce deferred
tax assets to the amounts expected to be ultimately realized based on the more likely than not recognition criteria. The Company recognizes tax benefits from uncertain tax
positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The
Company has evaluated its tax positions and determined that there are no significant uncertain tax positions for the current year or years prior. The tax benefits recognized in
the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate
resolution. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense. Deferred taxes are not provided for
state income tax purposes on the portion of undistributed earnings of subsidiaries outside of the United States when these earnings are considered permanently reinvested.
Amounts Held in eWallets
The Company requires commission payments of certain members in Hong Kong and other markets to be first recorded into an electronic wallet (eWallet) account in
lieu of being paid out directly to members. The eWallet functionality allows members to place new product orders utilizing eWallet available balance and/or request
commission payout via multiple payment methods. Amounts held in eWallets are reflected on the balance sheet as a current liability.
Foreign Currency
The functional currency of the Company’s international subsidiaries is generally their local currency. Local currency assets and liabilities are translated at the rates of
exchange on the balance sheet date, and local currency revenues and expenses are translated at average rates of exchange during the period. Equity accounts are translated at
historical rates. The resulting translation adjustments are recorded directly into stockholders' equity.
Aggregate transaction gains or losses, including gains or losses related to foreign-denominated cash and cash equivalents and the re-measurement of certain
intercompany balances, are included in the statement of operations as other income and expense. Loss on foreign exchange totaling $230,000 and $292,000 was recognized
during 2024 and 2023, respectively.
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Commissions Expense
Independent members earn commissions based on total personal and group bonus volume points per weekly sales period. Each of the Company’s products are
designated a specified number of bonus volume points, which is essentially a percentage of the product’s wholesale price. The Company accrues commissions when earned
and as the related revenue is recognized and pays commissions on product sales generally two weeks following the end of the weekly sales period.
In some markets, the Company also pays certain bonuses on purchases by up to three generations of personally sponsored members, as well as bonuses on
commissions earned by up to seven generations of personally sponsored members. Independent members may also earn incentives based on meeting certain qualifications
during a designated incentive period, which may range from several weeks to up to a year. The Company estimates and accrues all costs associated with the incentives as
the members meet the qualification requirements.
From time to time the Company makes modifications and enhancements to the Company’s compensation plan to help motivate members, which can have an impact
on member commissions. The Company also enters into performance-based agreements for business or market development, which may result in additional compensation
to specific members.
Net Income Per Common Share
Diluted net income per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive
effect of common stock equivalents. The dilutive effect of non-vested restricted stock is reflected by application of the treasury stock method. Under the treasury stock
method, the amount of compensation cost for future service that the Company has not yet recognized, if any, is assumed to be used to repurchase shares.
Certain Risks and Concentrations
In contrast to the Company’s business in other parts of the world, the Company’s China subsidiary has not implemented a direct sales model in China. The Chinese
government permits direct selling only by organizations that have a license and has also adopted anti-pyramid selling and multi-level marketing legislation. The Company
previously submitted a preliminary application for a direct selling license in China, but in 2019 a Chinese governmental authority recommended that the Company withdraw
its application. The Company operates an e-commerce direct selling platform in Hong Kong and recognizes the revenue derived from sales to both Hong Kong and Chinese
members as being generated in Hong Kong. Products purchased by members in China are delivered to third parties that act as the importers of record under agreements to
pay applicable duties. In addition, through a Chinese entity, the Company sells products in China using an e-commerce retail platform. The Chinese entity operates
separately from the Hong Kong entity, and a Chinese member may elect to participate separately or in both.
The Company continually evaluates its business in China and Hong Kong for compliance with applicable laws and regulations, including seeking the input of outside
professionals and certain Chinese authorities. This process can and has resulted in the identification of certain matters of potential noncompliance. The Company works on a
continuing basis to satisfactorily address such matters, however there can be no assurance that adequate steps are taken or that applicable laws and regulations are properly
interpreted. Should the government authorities determine that the Company’s activities violate applicable laws and regulations, including China’s direct selling, pyramid
selling or multi-level marketing laws and regulations, or should new laws or regulations be adopted, there could be a material adverse effect on the Company’s business,
financial condition and results of operations.
Although the Company attempts to work closely with both national and local Chinese governmental agencies in conducting its business, the Company’s efforts to
comply with national and local laws may be harmed by a rapidly evolving regulatory climate, concerns about activities resembling violations of direct selling, pyramid
selling or multi-level marketing legislation, subjective interpretations of laws and regulations, and activities by individual members that may violate laws notwithstanding
the Company's policies prohibiting such activities. Any determination that the Company’s operations or activities, or the activities of its individual members or employee
sales representatives, or importers of record are not in compliance with applicable laws and regulations could result in the imposition of substantial fines, extended
interruptions of business, restrictions on the Company’s future ability to obtain business licenses or expand into new locations, changes to its business model, the
termination of required licenses to conduct business, or other actions, any of which could materially harm the Company’s business, financial condition and results of
operations.
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No single market other than Hong Kong had net sales greater than 10% of total sales. Sales are made to the Company’s members and no single customer accounted
for 10% or more of its net sales. However, the Company’s business model can result in a concentration of sales to several different members and their network of members.
Although no single member accounted for 10% or more of net sales, the loss of a key member or that member’s network could have an adverse effect on the Company’s net
sales and financial results.
The Company’s Premium Noni Juice and Triotein™ products each account for at least 10% of the Company’s total revenue as well as the Company's line of probiotic
products comprised of Enhanced Essential Probiotics and Biotic Trio. The Company currently sources each of these products from a single supplier. If demand decreases
significantly, government regulation restricts their sale, the Company is unable to adequately source or deliver the products, or the Company ceases offering the products for
any reason without suitable replacements, the Company’s business, financial condition and results of operations could be materially and adversely affected.
Fair Value of Financial Instruments
The carrying amounts of the Company’s financial instruments, including cash and accounts payable, approximate fair value because of their short maturities. The
carrying amount of the noncurrent restricted cash approximates fair value since, absent the restrictions, the underlying assets would be included in cash and cash
equivalents.
Accounting standards permit companies, at their option, to choose to measure many financial instruments and certain other items at fair value. The Company has
elected to not fair value existing eligible items.
Recent Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):
Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant
segment expenses. The amendments in ASU 2023-07 require, among other things, disclosure of significant segment expenses that are regularly provided to an entity's chief
operating decision maker (“CODM”) and a description of other segment items (the difference between segment revenue less the segment expenses disclosed under the
significant expense principle and each reported measure of segment profit or loss) by reportable segment, as well as disclosure of the title and position of the CODM, and an
explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Annual
disclosures are required for fiscal years beginning after December 15, 2023 and interim periods are required for periods within fiscal years beginning after December 15,
2024. The Company has adopted this guidance, which did not have an impact on its financial position, results of operations, or cash flows, although it did result in expanded
reportable segment disclosures, which are included in Note 13 of the Company's consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency and
decision usefulness of income tax disclosures. The amendments in ASU 2023-09 will be applied on a prospective basis and are effective for annual periods beginning after
December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of implementing this guidance on its financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures. ASU 2024-03 is
intended to improve disclosures about a public business entity's expenses and provide more detailed information to investors about the types of expenses in commonly
presented expense captions. The amendments in this ASU will be applied retrospectively and are effective for fiscal years beginning after December 15, 2026, and interim
periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of implementing this
guidance.
Other recently issued accounting pronouncements did not or are not believed by management to have a material impact on the Company's present or future
consolidated financial statements.
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2. REVENUE
Revenue Recognition
All revenue is recognized when the performance obligations under a contract, including any product vouchers sold on a stand-alone basis in Hong Kong, are satisfied.
Product sales are recognized when the products are shipped and title passes to independent members. Product sales to members are made pursuant to a member agreement
that provides for transfer of both title and risk of loss upon the Company’s delivery to the carrier that completes delivery to the members, which is commonly referred to as
“F.O.B. Shipping Point.” The Company’s sales arrangements do not contain right of inspection or customer acceptance provisions other than general rights of return. These
contracts are generally short-term in nature.
Actual product returns are recorded as a reduction to net sales. The Company estimates and accrues a reserve for product returns based on its return policies and
historical experience. The reserve is based upon the return policy of each country, which varies from 14 days to one year, and their historical return rates, which range from
1% to 7% of sales. Sales returns were 1% of sales for each of 2024 and 2023. No material changes in estimates have been recognized during the periods presented. See
Note 4 for additional information.
The Company has elected to account for shipping and handling activities performed after title has passed to members as a fulfillment cost, and accrues for the costs of
shipping and handling if revenue is recognized before the contractually obligated shipping and handling activities occurs. Shipping charges billed to members are included
in net sales. Costs associated with shipments are included in cost of sales. Event and training revenue is deferred and recognized as the event or training occurs. Costs of
events and member training are included within selling, general and administrative expenses.
Various taxes on the sale of products to members are collected by the Company as an agent and remitted to the respective taxing authority. These taxes are presented
on a net basis and recorded as a liability until remitted to the respective taxing authority.
Deferred Revenue
The Company primarily receives payment by credit card at the time members place orders. Amounts received for unshipped product orders and unredeemed product
vouchers are considered a contract liability and are recorded as deferred revenue. As of December 31, 2024 and 2023, the Company had $4.9 million and $4.4 million,
respectively, of contract liabilities where performance obligations have not yet been satisfied. The increase in contract liabilities from December 31, 2023 to December 31,
2024 is primarily due to $4.9 million of cash received for unshipped product orders and unredeemed product vouchers during the year ended December 31, 2024 offset
by $4.4 million of revenue recognized during the year ended December 31, 2024 that was included in contract liabilities at December 31, 2023. As of December 31, 2022,
the Company had contract liabilities totaling $3.8 million which was recognized as revenue during 2023. The Company expects to satisfy its remaining performance
obligations and recognize the revenue within the next twelve months.
Disaggregation of Revenue
The Company sells products to a member network that operates in a seamless manner from market to market, except for the Chinese market where it sells to some
consumers through an e-commerce retail platform and the Russia and Kazakhstan market where the Company operates through the engagement of a third-party service
provider. See Note 13 for additional information.
Arrangements with Multiple Performance Obligations
The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenues to each
performance obligation based on its relative standalone selling price. The Company generally determines standalone selling prices based on the prices charged for individual
products to similar customers.
Practical Expedients
The Company generally expenses sales commissions when incurred because the amortization period would be one year or less. These costs are recorded in
commissions expense.
The Company does not provide certain disclosures about unsatisfied performance obligations for contracts with an original expected length of one year or less.
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3. NET INCOME PER COMMON SHARE
The following table illustrates the computation of basic and diluted net income per common share for the periods indicated (in thousands, except per share data):
Year Ended December 31,
2024
2023
Income
Shares
Per Share
Income
Shares
Per Share
Basic net income per common share:
Net income available to common stockholders $
572
11,467 $
0.05 $
568
11,436 $
0.05
Effect of dilutive securities:
Non-vested restricted stock
—
23
—
20
Diluted net income per common share:
Net income available to common stockholders
plus assumed dilution
$
572
11,490 $
0.05 $
568
11,456 $
0.05
4. BALANCE SHEET COMPONENTS
The components of certain balance sheet amounts are as follows (in thousands):
December 31,
2024
2023
Cash, cash equivalents and restricted cash:
Cash
$
7,925 $
8,971
Cash equivalents
5,608
47,207
13,533
56,178
Restricted cash
34
39
$
13,567 $
56,217
Inventories:
Finished goods
$
2,770 $
3,438
Raw materials
502
855
$
3,272 $
4,293
Property and equipment:
Office equipment
$
477 $
456
Office software
1,029
979
Furniture and fixtures
241
243
Leasehold improvements
753
760
Construction in progress
—
40
Property and equipment, at cost
2,500
2,478
Accumulated depreciation and amortization
(2,310)
(2,212)
$
190 $
266
Other accrued expenses:
Sales returns
$
85 $
81
Employee-related expense
656
668
Warehousing, inventory-related and other
684
421
$
1,425 $
1,170
Deferred revenue:
Unshipped product and unredeemed product vouchers
$
4,940 $
4,417
Auto ship advances
1,488
1,749
$
6,428 $
6,166
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5. FAIR VALUE MEASUREMENTS
As of December 31, 2024, cash and cash equivalents and marketable securities include the Company’s investments in money market funds, government and
municipal debt securities, and corporate debt securities. Debt securities classified as cash equivalents are required to be accounted for in accordance with FASB Accounting
Standards Codification 320, Investments - Debt and Equity Securities. As such, the Company determined its investments in debt securities held at December 31, 2024
should be classified as available-for-sale and carried at fair value with unrealized gains and losses reported in stockholders’ equity. The cost of debt securities is adjusted for
amortization of premiums and discounts to maturity. This amortization is included in other income and expense. Realized gains and losses, as well as interest income, are
also included in other income and expense. The fair values of securities are based on quoted market prices to the extent available or alternative pricing sources and models
utilizing market observable inputs.
Investments by category included in cash equivalents and marketable securities at the end of each period were as follows (in thousands):
December 31, 2024
December 31, 2023
Fair Value
Level1
Adjusted Cost
Gross Unrealized
Losses
Fair Value
Adjusted Cost
Gross Unrealized
Gains (Losses)
Fair Value
Money market funds
Level 1
$
2,092 $
— $
2,092 $
213 $
— $
213
Municipal debt securities
Level 2
3,458
—
3,458
1,426
1
1,427
Corporate debt securities
Level 2
30,491
(26)
30,465
45,580
(13)
45,567
Total investments
$
36,041 $
(26) $
36,015 $
47,219 $
(12) $
47,207
1 FASB Topic 820, Fair Value Measurements, establishes a fair value hierarchy that requires the use of observable market data, when available, and prioritizes the inputs to
valuation techniques used to measure fair value in the following categories:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.
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6. LEASES
The Company leases 4,900 square feet of corporate office space in Rolling Hills Estates, California with a term expiring in September 2030, and 7,300 square feet of
corporate office space in Hong Kong with a term expiring in June 2026. To help further develop the market for its products in North America, the Company leases 1,600
square feet of retail space in each of Rowland Heights, California and Richmond, British Columbia, and 2,000 square feet of retail space in Metuchen, New Jersey. The
Rowland Heights, Richmond and Metuchen locations have terms expiring in November 2025, February 2027, and December 2028, respectively.
The Company leases seven branch offices throughout China, and additional office space in Peru, Japan, Taiwan, South Korea, Malaysia and the Cayman Islands. The
Company contracts with third parties for fulfillment and distribution operations in all of its international markets. None of the Company’s third-party logistics contracts
contain a lease, as the Company does not have the right to access the warehouses or move its inventories at will.
The components of lease cost were as follows (in thousands):
Year Ended December 31,
2024
2023
Operating leases
$
1,279 $
1,298
Short-term leases
143
150
Total lease cost
$
1,422 $
1,448
Cash paid for amounts included in the measurement of operating leases liabilities was $1.3 million for each of 2024 and 2023.
The weighted-average remaining lease term and discount rate related to operating leases as of December 31, 2024 were as follows:
Weighted-average remaining lease term (in years)
3.6
Weighted-average discount rate
4.3%
As most of the Company’s leases do not provide an implicit rate, the Company used its incremental borrowing rate, or the rate of each of its subsidiaries if available,
based on the information available at the lease commencement date to determine the present value of lease payments.
The annual scheduled lease payments of the Company's operating lease liabilities as of December 31, 2024 were as follows (in thousands):
2025
$
1,155
2026
680
2027
315
2028
304
2029
213
Thereafter
162
Total lease payments
2,829
Less: imputed interest
(188)
Present value of lease liabilities
$
2,641
For all asset classes, the Company elected not to recognize assets or liabilities at the acquisition date for leases that, at the acquisition date, have a remaining lease
term of 12 months or less. Additionally, for all asset classes, the Company choose not to separate nonlease components from lease components and instead account for the
combined lease and nonlease components associated with that lease component as a single lease component.
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7. INCOME TAXES
The components of income before income taxes consist of the following (in thousands):
Year Ended December 31,
2024
2023
Domestic
$
(993) $
(1,182)
Foreign
1,613
1,927
Income before income taxes
$
620 $
745
The components of the income tax provision consist of the following (in thousands):
Year Ended December 31,
2024
2023
Current taxes:
Federal
$
(24) $
73
State
11
13
Foreign
34
269
Total current taxes
21
355
Deferred taxes:
Federal
(83)
(4)
State
1
(5)
Foreign
109
(169)
Total deferred taxes
27
(178)
Income tax provision
$
48 $
177
A reconciliation of the reported income tax provision to the provision that would result from applying the domestic federal statutory tax rate to pretax income is as
follows (in thousands):
Year Ended December 31,
2024
2023
Income tax at federal statutory rate
$
130 $
156
Section 162(m) limitation
58
94
Subpart F inclusion
43
68
Stock-based compensation
26
30
Other permanent differences
3
3
U.S. foreign income inclusions
(18)
90
Change in valuation allowance
89
67
Foreign rate differential
(293)
(334)
Other reconciling items
10
3
Income tax provision
$
48 $
177
Income before income taxes and the statutory tax rate for each country that materially contributed to the foreign rate differential presented above is as follows (in
thousands):
Year Ended December 31,
Statutory Tax Rate
2024
2023
Cayman Islands
—% $
1,535 $
2,005
Hong Kong
16.5%
745
665
China
25.0%
(124)
48
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Deferred income taxes consist of the following (in thousands):
December 31,
2024
2023
Deferred tax assets:
Net operating losses
$
700 $
600
Operating lease liabilities
325
384
Other
82
83
Total deferred tax assets
1,107
1,067
Valuation allowance
(391)
(302)
Net deferred tax assets
716
765
Deferred tax liabilities:
Operating lease assets
(297)
(356)
Foreign deferreds
(173)
(135)
Prepaids
(35)
(35)
Other
(3)
(5)
Total deferred tax liabilities
(508)
(531)
Net deferred tax assets
$
208 $
234
The effective income tax rate for the year ended December 31, 2024 includes estimates for foreign income inclusions such as global intangible low-taxed income
(“GILTI”) and Subpart F income. The effect of permanent differences in 2024 and 2023 is mainly due to compensation-related limitations under Internal Revenue Code
Section 162(m). As of December 31, 2024, the Company does not have a valuation allowance against its U.S. deferred tax assets. The Company analyzed all sources of
available income and determined that they are more likely than not to realize the tax benefits of their deferred assets. As of December 31, 2024, the Company has a
valuation allowance against deferred taxes in certain foreign jurisdictions with an overall net operating loss. The valuation allowance will be reduced at such time as
management believes it is more likely than not that the deferred tax assets will be realized. Any reductions in the valuation allowance will reduce future income tax
provision.
As of December 31, 2024, the Company has $390,000 of U.S. federal net operating loss carryforwards. The Company has post-apportioned U.S. state net operating
loss carryforwards of $457,000 that begin expiring in 2038. At December 31, 2024, the Company has foreign net operating loss carryforwards of approximately $2.3 million
in various jurisdictions with various expirations.
As of December 31, 2024, income taxes payable for the repatriation tax on the deemed repatriation of deferred foreign income required by the U.S. Tax Cuts and Jobs
Act (the “Tax Act”), enacted in 2017 by the U.S. government, totaled $5.1 million, with the final installment of eight total payments payable in April 2025.
As a result of capital return activities, the Company determined that a portion of its current undistributed foreign earnings is no longer deemed reinvested indefinitely
by its non-U.S. subsidiaries. For state income tax purposes, the Company will continue to periodically reassess the needs of its foreign subsidiaries and update its indefinite
reinvestment assertion, as necessary. To the extent that additional foreign earnings are not deemed permanently reinvested, the Company expects to recognize additional
income tax provision at the applicable state corporate income tax rate(s). As of December 31, 2024, the Company has not recorded a state deferred tax liability for earnings
that the Company plans to repatriate out of accumulated earnings in future periods because all earnings as of December 31, 2024 have already been repatriated. Due to the
Tax Act, repatriation from foreign subsidiaries will be offset with a dividends received deduction, resulting in little to no impact on federal tax expense. All undistributed
earnings in excess of 50% of current earnings on an annual basis are intended to be reinvested indefinitely as of December 31, 2024.
The Company and its subsidiaries file tax returns in the United States, California, New Jersey, Texas and various foreign jurisdictions. The Company is no longer
subject to state income tax examinations for years prior to 2019. The Company is not aware of any jurisdictions that are currently examining any income tax returns of the
Company.
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8. COMMITMENTS AND CONTINGENCIES
The Company has employment agreements with certain members of its management team that can be terminated by either the employee or the Company upon four
weeks’ notice. The employment agreements entered into with the management team contain provisions that guarantee the payments of specified amounts in the event of a
change in control, as defined, or if the employee is terminated without cause, as defined, or terminates employment for good reason, as defined.
9. STOCK-BASED INCENTIVE PLANS
Restricted Stock
In 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. At December 31, 2024,
1,129,047 shares remained available for issuance under the 2016 Plan.
On February 6, 2023, the Company granted 97,900 shares of restricted common stock to certain of its employees. The shares vest in equal parts on a quarterly basis
over the next three years and are subject to forfeiture in the event of an 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, 2022
— $
—
Granted
97,900 $
4.84
Vested
(31,914) $
4.84
Forfeited
(3,666) $
4.84
Nonvested at December 31, 2023
62,320 $
4.84
Vested
(29,946) $
4.84
Forfeited
(3,698) $
4.84
Nonvested at December 31, 2024
28,676 $
4.84
Share-based compensation expense of $145,000 and $161,000 was recognized during 2024 and 2023, respectively. As of December 31, 2024, total unrecognized
share-based compensation expense related to non-vested restricted stock was $132,000, which is expected to be recognized over a weighted-average period of 0.6 years.
Phantom Equity
In 2021, the Company’s Board of Directors approved and adopted a Phantom Equity Plan (the “Phantom Plan”). Under the terms of the Phantom Plan, the Board of
Directors' Compensation Committee may grant to the Company’s employees, officers, directors, contractors, consultants, or advisors awards of phantom shares entitling
grantees the right to receive a cash payment equal to the fair market value of an equal number of shares of the Company’s common stock upon the close of a vesting period,
subject to any maximum payment value that the Compensation Committee may set. The vesting of phantom shares is subject to such vesting conditions as the
Compensation Committee may specify in a grantee’s award agreement. Grantees of phantom shares shall not by virtue of their receipt of phantom shares have any
ownership rights in shares of the Company’s common stock. The Phantom Plan shall continue for a period of ten years, after which no further phantom shares may be
awarded (although any phantom shares awarded prior to the expiration of such 10-year period shall be unaffected by the termination of the Phantom Plan).
On February 7, 2023, the Company granted 212,937 phantom shares to certain of the Company’s employees and its non-employee directors. The phantom shares
vest in eight equal three-month vesting increments, subject to the satisfaction of both a time-based vesting condition and a performance vesting condition. Both of these
vesting conditions were deemed satisfied on the grant date for the initial vesting increment. In order for the time-based vesting condition to be satisfied for each vesting
period, the grantee must remain continuously employed by, or be otherwise continuously providing services to, the Company through the end of the vesting period, and in
order for the performance vesting condition to be satisfied for each performance period, the performance criteria designated by the Compensation Committee must be
satisfied. The initial performance vesting condition will be designated by the Compensation Committee and will apply to all future performance periods, unless the
Compensation Committee elects to change the performance vesting condition on a prospective basis. Future changes to the performance vesting condition must be made on
or before the fifteenth day of any future performance period. If either vesting condition is not satisfied for a vesting date, then the phantom shares scheduled to vest on such
date will be forfeited. These phantom shares are subject to a maximum payment value of $12.00 per phantom share. Of the phantom shares awarded in 2023,
186,320 phantom shares vested, no shares remain unvested, and 26,617 were forfeited as of December 31, 2024.
The phantom share awards are accounted for as liabilities in accordance with FASB ASC Topic 718, Compensation - Stock Compensation since they require cash
settlement. The grant date of each vesting increment will be established when the Company and the grantees reach a mutual understanding of the key terms and conditions
of an award, which is the date upon which each performance vesting condition is communicated to the grantees. Compensation expense is recognized over the requisite
service period if it is probable that the performance vesting condition will be achieved. The fair value of the liability incurred is remeasured at the end of each reporting
period with any changes in fair value recognized as compensation expense over the requisite service period.
As a result of phantom shares, the Company recognized compensation expense related to the cash settlement of such shares of $475,000 and $551,000 during
2024 and 2023, respectively.
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10. 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 Company declared and paid cash dividends of $0.20 per common share during each quarter of 2024 and 2023, totaling an aggregate of $9.2 million for each of
2024 and 2023. Declaration and payment of any future dividends on shares of common stock will be at the sole discretion of the Company’s Board of Directors.
Stock Repurchases
In 2016, the Board of Directors authorized an increase to the Company’s stock repurchase program first approved in 2015 from $15.0 million to $70.0 million. Any
repurchases 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. As of
December 31, 2024, $21.9 million of the $70.0 million stock repurchase program remained available for future purchases, inclusive of related estimated income tax.
Accumulated Other Comprehensive Loss
The changes in accumulated other comprehensive loss by component for 2024 were as follows (in thousands):
Foreign Currency
Translation
Adjustments
Unrealized Losses on
Available-For-Sale
Investments
Total
Balance, December 31, 2023
$
(1,057) $
(12) $
(1,069)
Other comprehensive loss
(218)
(14)
(232)
Balance, December 31, 2024
$
(1,275) $
(26) $
(1,301)
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11. RELATED PARTY TRANSACTIONS
The Company is a party to a Royalty Agreement and License with Broady Health Sciences, L.L.C., a Texas limited liability company, (“BHS”) regarding the
manufacture and sale of a product called ReStor™. George K. Broady, a former director of the Company and beneficial owner of more than 5% of its outstanding common
stock, is an indirect owner of BHS. Lucy Nduati, a director of the Company, has since 2013 served a number of companies controlled by George K. Broady and other
Broady family members in a variety of roles focused on administration, accounting, finance, tax strategy and office management. Under this agreement (as amended), the
Company agreed to pay BHS a royalty based on a price per unit in return for the right to manufacture (or have manufactured), market, import, export and sell this product
worldwide by or through multi-level marketing or network marketing. The Company recognized royalties of $36,000 and $46,000 during 2024 and 2023, respectively,
under this agreement. The Company is not required to purchase any product under the agreement, and the agreement may be terminated under certain circumstances with
no notice. The agreement terminates March 31, 2025, after which it shall be automatically renewed for successive one-year terms unless notice is given by either party at
least 90 days in advance of the expiration of the then-current term.
12. EMPLOYEE BENEFIT PLANS
The Company has a 401(k) defined contribution plan which permits participating employees in the United States to defer up to a maximum of 90% of their
compensation, subject to limitations established by the Internal Revenue Service. Employees age 21 and older are eligible to contribute to the plan starting the first day of
the month following the date of employment. Participating employees are eligible to receive discretionary matching contributions and profit sharing, subject to certain
conditions, from the Company. In 2024 and 2023, the Company matched employee deferral contributions up to 4.5% of salary, which vested 100% immediately. No profit
sharing has been paid under the plan. The Company recorded compensation expense of $78,000 and $75,000 for 2024 and 2023, respectively, related to its matching
contributions to the plan. Certain of the Company’s employees located outside the United States participate in employee benefit plans that are statutory in nature.
13. SEGMENT INFORMATION
The Company sells products to a member network that operates in a seamless manner from market to market, except for the China market where it sells to some
consumers through an e-commerce retail platform, and the Russia and Kazakhstan market where the Company’s engagement of a third-party service provider results in a
different economic structure than its other markets. Otherwise, the Company believes that all of its other operating segments have similar economic characteristics and are
similar in the nature of the products sold, the product acquisition process, the types of customers products are sold to, the methods used to distribute the products, and the
nature of the regulatory environment. Therefore, the Company aggregates its other operating segments (including its Hong Kong operating segment) into a single reporting
segment (the “Primary Reporting Unit”).
The Company’s CODM is its President, who reviews financial information presented on a geographic basis. The CODM primarily uses net sales, gross profit and
operating profit in assessing segment performance and determining the allocation of resources. The CODM also uses gross profit for evaluating pricing strategy. The
CODM is the primary individual in control of resource allocation, and the allocation determinations are generally made in consultation with senior management, which the
CODM is a member. Segment operating income is adjusted for certain direct costs and commission allocations. The CODM also regularly reviews inventory information by
operating segment in assessing segment performance and determining the allocation of resources.
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The Company’s financial information by segment is as follows (in thousands):
Year Ended December 31, 2024
Year Ended December 31, 2023
Primary
Reporting
Unit
China
Russia and
Kazakhstan
Total
Primary
Reporting
Unit
China
Russia and
Kazakhstan
Total
Net sales
$
40,893 $
1,580 $
490 $
42,963 $
42,209 $
1,235 $
480 $
43,924
Cost of sales
10,658
292
228
11,178
10,699
274
202
11,175
Gross profit
30,235
1,288
262
31,785
31,510
961
278
32,749
Less:
Commissions expense1
17,305
—
266
17,571
18,130
—
284
18,414
Employee-related costs
3,629
950
48
4,627
3,458
900
45
4,403
Facility costs
1,191
155
14
1,360
1,193
175
13
1,381
Other segment items2
1,494
325
57
1,876
1,662
420
70
2,152
Segment income (loss) from
operations
$
6,616 $
(142) $
(123)
6,351 $
7,067 $
(534) $
(134)
6,399
Reconciliation of income before
income taxes:
Unallocated corporate expenses
(7,650)
(8,070)
Other income, net
1,919
2,416
Income before income taxes
$
620
$
745
1Our China subsidiary maintains an e-commerce retail platform and does not pay commissions.
2 Other segment items include credit card fees and assessments, marketing-related costs, professional fees and other business expenses.
The Company’s segment assets are as follows (in thousands):
December 31, 2024
December 31, 2023
Primary
Reporting
Unit
China
Russia and
Kazakhstan
Total
Primary
Reporting
Unit
China
Russia and
Kazakhstan
Total
Inventories
$
2,422 $
159 $
36 $
2,617 $
2,991 $
147 $
27 $
3,165
Other inventories and inventory-
related deposits1
971
1,655
Other assets2
51,771
64,271
Total assets
$
55,359
$
69,091
1 Other inventories and inventory-related deposits pertain to the Company's trading company and are not specific to any of the Company's operating segments.
2 Other assets primarily include cash, cash equivalents and marketable securities, but also includes all other current and noncurrent assets.
The Company’s net sales by geographic area are as follows (in thousands):
Year Ended December 31,
2024
2023
Net sales from external customers:
United States
$
1,044 $
1,157
Canada
535
710
Peru and Colombia
1,101
1,497
Hong Kong1
35,106
34,898
China
1,580
1,235
Taiwan
1,591
2,181
Japan
292
450
Russia and Kazakhstan
490
480
Europe
635
733
Other foreign countries
589
583
Total net sales
$
42,963 $
43,924
1 Substantially all of the Company's Hong Kong revenues are derived from the sale of products that are delivered to members in China. See “Item 1A. Risk Factors.”
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The Company’s net sales by product and service are as follows (in thousands):
Year Ended December 31,
2024
2023
Net sales by product and service:
Product sales
$
41,729 $
42,108
Administrative fees, freight and other
1,544
2,014
Less: sales returns
(310)
(198)
Total net sales
$
42,963 $
43,924
Due to system constraints, it is impracticable for the Company to separately disclose sales by product category for the years presented.
The Company’s long-lived tangible assets as well as the Company's operating lease right-of-use assets by geographic area are as follows (in thousands):
December 31,
2024
2023
Long-lived assets:
United States
$
1,425 $
1,754
Hong Kong
828
1,350
China
164
216
Other foreign countries
271
265
Total long-lived assets
$
2,688 $
3,585
14. SUBSEQUENT EVENT
On February 3, 2025, the Board of Directors declared a quarterly cash dividend of $0.20 on each share of common stock outstanding. The dividend will be payable on
February 28, 2025 to stockholders of record on February 18, 2025. Declaration and payment of any future dividends on shares of common stock will be at the sole
discretion of the Company’s Board of Directors.
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Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
Item 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of December 31, 2024. Our disclosure controls and procedures are designed to
ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management,
including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation and
as disclosed in “Management’s Annual Report on Internal Control over Financial Reporting” below, the principal executive officer and principal financial officer concluded
that our disclosure controls and procedures were effective as of December 31, 2024.
Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process
designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles and includes those policies and procedures that:
•
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
•
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
•
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect
on the financial statements.
Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to
future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
Management evaluates the effectiveness of our internal control over financial reporting by using the criteria established in Internal Control – Integrated Framework
(2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this criteria, management concluded that our internal
control over financial reporting as of December 31, 2024 was effective.
Changes in Internal Control over Financial Reporting
There were no changes in internal control over financial reporting that occurred during the quarter ended December 31, 2024 that have materially affected, or are
reasonably likely to materially affect, internal control over financial reporting.
Item 9B. OTHER INFORMATION
None.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
58
Table of Contents
Part III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item is incorporated by reference from the definitive proxy statement to be filed with the SEC within 120 days after December 31,
2024.
Item 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference from the definitive proxy statement to be filed with the SEC within 120 days after December 31,
2024.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item is incorporated by reference from the definitive proxy statement to be filed with the SEC within 120 days after December 31,
2024.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item is incorporated by reference from the definitive proxy statement to be filed with the SEC within 120 days after December 31,
2024.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is incorporated by reference from the definitive proxy statement to be filed with the SEC within 120 days after December 31,
2024.
59
Table of Contents
Part IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Documents filed as part of this Form 10-K:
1.
Financial Statements. See Index to Consolidated Financial Statements under “Item 8. Financial Statements and Supplementary Data” of this report.
2.
Financial Statement Schedules. Financial statement schedules have been omitted because they are not required, not applicable, or because the required
information is shown in the financial statements or notes thereto.
3.
Exhibits. The exhibits listed on the accompanying Exhibit Index are filed as a part of, and are incorporated by reference into, this report. We will furnish any of
the exhibits referenced in the accompanying Exhibit Index to a requesting shareholder upon payment of a fee equal to our reasonable expenses in furnishing
such exhibit(s).
EXHIBIT INDEX
Exhibit
Number
Exhibit Description
3.1 Certificate of Incorporation of Natural Health Trends Corp. dated March 21, 2005, Certificate of Amendment to the Certificate of Incorporation dated May
15, 2020, and Certificate of Amendment to the Certificate of Incorporation dated May 14, 2024 (incorporated by reference to Exhibit 3.1 to
Quarterly Report on Form 10-Q filed on July 31, 2024).
3.2 Second Amended and Restated Bylaws of Natural Health Trends Corp. effective February 6, 2020 (incorporated by reference to Exhibit 3.2 to Annual
Report on Form 10-K filed on March 9, 2020).
4.1 Specimen Certificate for shares of common stock, $.001 par value per share, of Natural Health Trends Corp. (incorporated by reference to Exhibit 4.01 to
Annual Report on Form 10-K filed on May 8, 2006).
4.2 Description of Securities (incorporated by reference to Exhibit 4.2 to Annual Report on Form 10-K filed on March 9, 2020).
+10.1 Natural Health Trends Corp. 2016 Equity Incentive Plan (incorporated by reference to Appendix C to Definitive Proxy Statement filed on March 4, 2016).
+10.2
First Amendment to the Natural Health Trends Corp. 2016 Equity Incentive Plan dated October 10, 2019 (incorporated by reference to Exhibit 10.1 to
Current Report on Form 8-K filed October 11, 2019).
+10.3 Form of Restricted Stock Award Agreement under the 2016 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to Annual Report on Form
10-K filed March 4, 2016).
+10.4
Form of Restricted Stock Award Agreement under the 2016 Equity Incentive Plan (Exempt Award to “U.S. Person” Under Regulation D) (incorporated by
reference to Exhibit 10.4 to Annual Report on Form 10-K filed on March 9, 2020).
+10.5
Form of Restricted Stock Award Agreement under the 2016 Equity Incentive Plan (Exempt Award to “Non-U.S. Person” Under Regulation S)
(incorporated by reference to Exhibit 10.5 to Annual Report on Form 10-K filed on March 9, 2020).
+10.6 Natural Health Trends Corp. Annual Incentive Plan (Restated as of January 1, 2016) (incorporated by reference to Appendix A to Definitive Proxy
Statement filed on March 4, 2016).
+10.7 Natural Health Trends Corp. Phantom Equity Plan (incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed on May 5, 2021).
+10.8 Form of Phantom Share Agreement under the Phantom Equity Plan (incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q filed on
May 5, 2021).
+10.9 Employment Agreement (including form of Non-Competition and Proprietary Rights Assignment Agreement) for Chris T. Sharng, dated April 23, 2007
(incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on April 26, 2007).
+10.10 Employment Agreement (including form of Non-Competition and Proprietary Rights Assignment Agreement) for Timothy S. Davidson dated April 23,
2007 (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on April 26, 2007).
+10.11
Form of Indemnification Agreement dated February 11, 2015, between Natural Health Trends Corp. and each of its directors and executive officers
(incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on February 12, 2015).
19.1 Natural Health Trends Corp. Insider Trading Policy as amended November 15, 2024 (filed herewith).
21.1 Subsidiaries of Natural Health Trends Corp. (filed herewith).
24.1 Power of Attorney (see signature page).
31.1 Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002 (filed herewith).
31.2 Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002 (filed herewith).
32.1 Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (filed herewith).
97.1 Natural Health Trends Corp. Compensation Recovery Policy dated October 2, 2023 (incorporated by reference to Exhibit 97.1 to Annual Report on Form
10-K filed on February 28, 2024).
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the
Inline XBRL document
101.SCH
Inline XBRL Taxonomy Extension Schema
101.CAL
Inline XBRL Taxonomy Extension Calculation
101.DEF
Inline XBRL Taxonomy Extension Definition
101.LAB
Inline XBRL Taxonomy Extension Labels
101.PRE
Inline XBRL Taxonomy Extension Presentation
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
+ Management contract or compensatory plan
Item 16. FORM 10-K SUMMARY
None.
60
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be
signed on its behalf by the undersigned, thereunto duly authorized.
NATURAL HEALTH TRENDS CORP.
Date: February 21, 2025
/s/ Chris T. Sharng
Chris T. Sharng
President
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of Natural Health Trends Corp., a Delaware corporation, and the undersigned directors and officers of Natural
Health Trends Corp., hereby constitutes and appoints Chris T. Sharng and Timothy S. Davidson, or any one of them, its, his or her true and lawful attorney-in-fact and agent,
for it, him or her and in its, his or her name, place and stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this report, and to file
each such amendment to the report, with all exhibits thereto, and any and all other documents in connection therewith, with the Securities and Exchange Commission,
hereby granting unto said attorney-in-fact and agent full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about
the premises as fully to all intents and purposes as it, he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
Signature
Title
Date
/s/ Chris T. Sharng
President and Director
February 21, 2025
Chris T. Sharng
(Principal Executive Officer)
/s/ Timothy S. Davidson
Senior Vice President and Chief Financial Officer
February 21, 2025
Timothy S. Davidson
(Principal Financial and Accounting Officer)
/s/ Randall A. Mason
Chairman of the Board and Director
February 21, 2025
Randall A. Mason
/s/ Yiu T. Chan
Director
February 21, 2025
Yiu T. Chan
/s/ Lucy N. Nduati
Director
February 21, 2025
Lucy N. Nduati
/s/ Ching C. Wong
Director
February 21, 2025
Ching C. Wong
61
Exhibit 19.1
INSIDER TRADING POLICY
Natural Health Trends Corp.
(As Amended November 15, 2024)
This Insider Trading Policy describes the standards of Natural Health Trends Corp. and its subsidiaries (the "Company") on trading, and causing the trading of, the
Company's securities or securities of certain other publicly traded companies while in possession of confidential information. This Policy applies to all directors, officers
and employees of the Company, including the respective immediate family members of such persons, other members of such persons’ household, and entities controlled by
such persons, as well as the outside parties (the “Outside Parties”) designated from time to time by the Compliance Officer (as identified in Section 3(c) below), who are
collectively referred to in this Policy as the “Covered Persons” or “you.”
One of the principal purposes of the federal securities laws is to prohibit so-called "insider trading." Simply stated, insider trading occurs when a person uses
material non-public information obtained through involvement with the Company to make decisions to purchase, sell, give away or otherwise trade the Company's securities
or to provide that information to others outside the Company. The prohibitions against insider trading apply to trades, tips and recommendations by virtually any person,
including all persons associated with the Company, if the information involved is "material" and "non-public." These terms are defined in this Policy under Section 3 below.
The prohibitions apply to any Covered Person who buys or sells Company stock on the basis of material non-public information that he or she obtained about the Company,
its customers, suppliers, or other companies with which the Company has contractual relationships or may be negotiating transactions. The prohibitions also apply to
securities issued by such other companies under the circumstances described in Section 2(c) below.
1. Applicability.
This Policy applies to all trading or other transactions in the Company's securities, including common stock, options and any other securities that the Company may
issue, such as preferred stock, notes, bonds and convertible securities, as well as to derivative securities relating to any of the Company's securities, whether or not issued by
the Company. Transactions subject to this Policy include purchases, sales and gifts of the Company’s securities.
This Policy applies to all Covered Persons, as defined above.
2. General Policy: No Trading or Causing Trading While in Possession of Material Non-public Information.
(a) No Covered Person may engage in transactions in any Company security while in possession of material non-public information about the Company
except in the limited exceptions specifically excluded from this Policy under Section 4. (The terms "material" and "non-public" are defined in Section 3(a) and (b) below.)
(b) No Covered Person who knows of any material non-public information about the Company may communicate that information ("tip") to any other person,
including family members and friends, or otherwise disclose such information without the Company’s authorization. No Covered Person who knows of any material non-
public information may recommend that others engage in transactions in any Company security.
(c) No Covered Person may purchase or sell any security of any other company while in possession of material non-public information about that company
that was obtained in the course of his or her involvement with the Company. No Covered Person who knows of any such material non-public information may communicate
that information to, or tip, any other person, including family members and friends, or otherwise disclose such information without the Company’s authorization.
(d) For compliance purposes, you should never trade, tip or recommend securities (or otherwise cause the purchase or sale of securities) while in possession of
information that you have reason to believe is material and non-public unless you first consult with, and obtain the advance approval of, the Compliance Officer.
(e) Covered Persons must "pre-clear" all trading in securities of the Company in accordance with the procedures set forth in Section 8 below.
(f) It is the policy of the Company that the Company will not engage in transactions in Company securities while aware of material non-public information
relating to the Company or its securities, unless in accordance with a prearranged trading plan meeting the requirements of Rule 10b5-1 under the Securities Exchange Act
of 1934, as amended.
3. Definitions.
(a) Material. Insider trading restrictions come into play only if the information you possess is "material." Materiality, however, involves a relatively low
threshold. Information is generally regarded as "material" if it has market significance, that is, if its public dissemination is likely to affect the market price of securities, or
if it otherwise is information that a reasonable investor would want to know before making an investment decision.
Information dealing with the following subjects is reasonably likely to be found material in particular situations:
(i) significant changes in the Company's prospects;
(ii) developments regarding significant litigation or government agency investigations;
(iii) liquidity problems;
(iv) changes in earnings estimates or unusual gains or losses in major operations;
(v) major changes in management;
(vi) changes in dividends;
(vii) gain or loss of a significant distributor or group of distributors;
(viii) proposals, plans or agreements, even if preliminary in nature, involving mergers, acquisitions, divestitures, recapitalizations, strategic alliances, licensing
arrangements, or purchases or sales of substantial assets; and
(ix) offerings of Company securities.
Material information is not limited to historical facts but may also include projections and forecasts. With respect to a future event, such as a merger, acquisition or
introduction of a new product, the point at which negotiations or product development are determined to be material is determined by balancing the probability that the
event will occur against the magnitude of the effect the event would have on a company's operations or stock price should it occur. Thus, information concerning an event
that would have a large effect on stock price, such as a merger, may be material even if the possibility that the event will occur is relatively small. When in doubt about
whether particular non-public information is material, you should presume it is material. If you are unsure whether information is material, you should consult the
Compliance Officer before making any decision to disclose such information (other than to persons who need to know it) or to trade in or recommend securities to
which that information relates.
(b) Non-public. Insider trading prohibitions come into play only when you possess information that is material and "non-public." The fact that information
has been disclosed to a few members of the public does not make it public for insider trading purposes. To be "public" the information must have been disseminated in a
manner designed to reach investors generally, and the investors must be given the opportunity to absorb the information. Even after public disclosure of information about
the Company, you must wait until the commencement of business on the second trading day after the information was publicly disclosed before you can treat the
information as public.
Non-public information may include:
(i) information available to a select group of analysts or brokers or institutional investors;
(ii) undisclosed facts that are the subject of rumors, even if the rumors are widely circulated; and
(iii) information that has been entrusted to the Company on a confidential basis until a public announcement of the information has been made and enough
time has elapsed for the market to respond to a public announcement of the information (normally two trading days).
As with questions of materiality, if you are not sure whether information is considered public, you should either consult with the Compliance Officer or
assume that the information is non-public and treat it as confidential.
(c) Compliance Officer. The Company has appointed Scott Davidson, Chief Financial Officer, as the Compliance Officer for this Policy. The duties of the
Compliance Officer include, but are not limited to, the following:
(i) assisting with implementation and enforcement of this Policy;
(ii) circulating this Policy to all Covered Persons and ensuring that this Policy is amended as necessary to remain up-to-date with insider trading laws;
(iii) pre-clearing all trading in securities of the Company by Covered Persons in accordance with the procedures set forth in Section 8 below;
(iv) providing approval of any Rule 10b5-1 plans under Section 6(c) below and any prohibited transactions under Section 9 below; and
(v) providing a reporting system with an effective whistleblower protection mechanism.
4. Exceptions.
The trading restrictions of this Policy do not apply to the following:
(a) Approved 10b5-1 Plan. Purchasing, selling or gifting Company stock pursuant to an “Approved 10b5-1 Plan,” as described under Section 6(c) below,
which may include the Company acting as trustee for its employees in the purchase of shares of Company stock under an Approved 10b5-1 Plan. An Approved 10b5-1 Plan
may be entered by any person subject to this Policy.
(b) Equity Awards and Options. The grant by the Company of equity awards, including stock options. Further, exercising stock options granted under any
Company equity incentive plan for cash or the delivery of previously owned Company stock shall not be subject to the trading restrictions of this Policy. However, the sale
of any equity awards or the sale of any shares issued on the exercise of Company-granted stock options and any cashless exercise of Company-granted stock options are
subject to the trading restrictions under this Policy.
(c) Restricted Stock Awards. The vesting of restricted stock, or the exercise of a tax withholding right pursuant to which a person elects to have the Company
withhold shares of stock to satisfy tax withholding requirements upon the vesting of any restricted stock. The Policy does apply, however, to any market sale of restricted
stock.
5. Violations of Insider Trading Laws.
Penalties for trading on or communicating material non-public information can be severe, both for individuals involved in such unlawful conduct and their
employers and supervisors, and may include jail terms, criminal fines, civil penalties and civil enforcement injunctions. Given the severity of the potential penalties,
compliance with this Policy is absolutely mandatory.
(a) Legal Penalties. A person who violates insider trading laws by engaging in transactions in a company's securities when he or she has material non-public
information can be sentenced to a substantial jail term and required to pay a criminal penalty of several times the amount of profits gained or losses avoided.
In addition, a person who tips others may also be liable for transactions by the tippees to whom he or she has disclosed material non-public information. Tippers
can be subject to the same penalties and sanctions as the tippees to whom they provide information.
The SEC can also seek substantial civil penalties from any person who, at the time of an insider trading violation, "directly or indirectly controlled the person who
committed such violation," which would apply to the Company and/or management and supervisory personnel. These control persons may be held liable for up to the
greater of $1 million or three times the amount of the profits gained or losses avoided. Even for violations that result in a small or no profit, the SEC can seek penalties from
a company and/or its management and supervisory personnel as control persons. In addition to these potential federal penalties, state laws may also impose substantial
penalties.
(b) Company-imposed Penalties. Covered Persons who violate this Policy may be subject to disciplinary action by the Company. Any exceptions to the
Policy, if permitted, may only be granted by the Compliance Officer and must be provided before any activity contrary to the above requirements takes place.
6. Blackout Periods.
All Covered Persons are prohibited from trading in the Company's securities during blackout periods as defined below.
(a) Quarterly Blackout Periods. Trading in the Company's securities is prohibited during the period beginning at the commencement of the 22nd calendar
day of the last month of each fiscal quarter and ending at the commencement of business on the second (2nd) trading day following the date the Company's financial results
are publicly disclosed in its quarterly earnings press release and the related Form 8-K is filed. During these periods, Covered Persons generally possess or are presumed to
possess material non-public information about the Company's financial results.
(b) Other Blackout Periods. From time to time, other types of material non-public information regarding the Company (such as negotiation of mergers,
acquisitions or dispositions or new product developments) may be pending and not be publicly disclosed. While such material non-public information is pending, the
Company may impose special blackout periods during which Covered Persons are prohibited from trading in the Company's securities. If the Company imposes a special
blackout period, it will notify the Covered Persons affected.
(c) Exception. These trading restrictions do not apply to transactions under a pre-existing written plan, contract, instruction, or arrangement that complies
with the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934 (an "Approved 10b5-1 Plan"), which:
(i) has been reviewed and approved by the Compliance Officer in advance of implementation (or, if revised or amended, such revisions or amendments have
been reviewed and approved by the Compliance Officer in advance of the amendment or revision);
(ii) was entered into in good faith by the Covered Person at a time when the Covered Person was not in possession of material non-public information about
the Company;
(iii) gives a third party the discretionary authority to execute such purchases and sales, outside the control of the Covered Person, so long as such third party
does not possess any material non-public information about the Company; or explicitly specifies the security or securities to be purchased or sold, the number of shares, the
prices and/or dates of transactions, or other formula(s) describing such transactions; and
(iv) otherwise satisfies the requirements of a pre-arranged trading plan under Rule 10b5-1, including without limitation compliance with applicable
certification requirements, the cooling-off period specified in such rule (at least 90 days and up to 120 days for officers and directors, and 30 days for other individuals), and
applicable limits on overlapping plans.
7. Trading Window.
Covered Persons are generally permitted to trade in the Company's securities when no blackout period is in effect. This means that Covered Persons can typically
trade during the period beginning at the commencement of business on the second (2nd) trading day following the date that the Company's financial results are publicly
disclosed in its quarterly earnings press release and the related Form 8-K is filed with respect to the prior quarter, and ending at the commencement of the 22nd calendar day
of the last month of the current fiscal quarter. However, even during this trading window, a Covered Person who is in possession of any material non-public information
should not trade in the Company's securities until the information has been made publicly available or is no longer material. In addition, trades by a Covered Person are
subject to pre-clearance by the Compliance Officer as described immediately below, and the Company may close this trading window if a special blackout period under
Section 6(b) above is imposed and will re-open the trading window once the special blackout period has ended.
8. Pre-clearance of Securities Transactions; Section 16 Reporting.
(a) Because Covered Persons are likely to obtain material non-public information on a regular basis, the Company requires all such persons to refrain from
trading, even during a trading window under Section 7 above, without first pre-clearing all transactions in the Company's securities.
(b) Subject to the exemption in subsection (d) below, no Covered Person may, directly or indirectly, purchase or sell (or otherwise make any transfer, gift,
pledge or loan of) any Company security at any time without first obtaining prior approval from the Compliance Officer. These procedures also apply to transactions by
such person's spouse, other persons living in such person’s household and minor children and to transactions by entities over which such person exercises control.
(c) The Compliance Officer shall record the date each request is received and the date and time each request is approved or disapproved. Unless revoked, a
grant of permission will normally remain valid until the close of trading four trading days following the day on which it was granted. If the transaction does not occur during
the four-day period, pre-clearance of the transaction must again be requested.
(d) Pre-clearance is not required for purchases and sales of securities under an Approved 10b5-1 Plan. With respect to any purchase or sale under an Approved
10b5-1 Plan, the third party effecting transactions on behalf of the Covered Person should be instructed to send duplicate confirmations of all such transactions to the
Compliance Officer.
(e) In addition to pre-clearance of all transactions in the Company’s securities, Covered Persons must provide detailed transaction information, in writing, to
the Compliance Officer within 24 hours after any transaction in the Company’s securities. Further, Covered Persons that are required by Section 16(a) of the Securities
Exchange Act of 1934 to file reports with the SEC as to their ownership of, and transactions in, the Company’s securities, must timely file such reports. These reports are
effected by filing a Form 3, 4 or 5 with the SEC. To assist any such Covered Person with his or her Section 16 reporting obligations, the Company is willing to provide a
power of attorney authorizing Company personnel to prepare, complete and file Section 16 reports on behalf of such Covered Person. Regardless of whether such Covered
Person or Company personnel prepare, complete and file Section 16 reports, the Covered Person is responsible for the accuracy and timeliness of all such reports.
9. Prohibited Transactions.
(a) Directors and executive officers of the Company are prohibited from trading in the Company's equity securities during a blackout period imposed under an
"individual account" retirement or pension plan of the Company, during which at least 50% of the plan participants are unable to purchase, sell or otherwise acquire or
transfer an interest in equity securities of the Company, due to a temporary suspension of trading by the Company or the plan fiduciary.
(b) Covered Persons, including any person's spouse, other persons living in such person's household and minor children and entities over which such person
exercises control, are prohibited from engaging in the following transactions in the Company's securities unless advance approval is obtained from the Compliance Officer:
(i) Short-term trading. Covered Persons who purchase Company securities (other than through the exercise of employee stock options) may not sell any
Company securities of the same class for at least six months after the purchase; likewise, Covered Persons who sell Company securities may not purchase any Company
securities of the same class for at least six months after the sale;
(ii) Short sales. Covered Persons may not sell the Company's securities short;
(iii) Options trading. Covered Persons may not buy or sell puts or calls or other derivative securities on the Company's securities;
(iv) Trading on margin or pledging. Covered Persons may not hold Company securities in a margin account or pledge Company securities as collateral for a
loan; and
(v) Hedging. Covered Persons may not enter into hedging or monetization transactions or similar arrangements with respect to Company securities.
10. Inquiries.
If you have any questions regarding any of the provisions of this Policy, please contact the Compliance Officer at compliance@nhtglobal.com.
ACKNOWLEDGMENT AND CERTIFICATION
The undersigned Covered Person does hereby acknowledge receipt of the Insider Trading Policy of Natural Health Trends Corp. The undersigned has read and
understands (or has had explained) such Policy and agrees to be governed by such Policy, as such Policy may be amended from time to time, at all times in connection with
the purchase and sale of securities and the confidentiality of non-public information.
(Signature of Covered Person)
(Please print name of Covered Person)
Date: ________________________
Exhibit 21.1
SUBSIDIARIES OF THE REGISTRANT
AS OF DECEMBER 31, 2024
NATURAL HEALTH TRENDS CORP.
A DELAWARE CORPORATION
Name
Jurisdiction
NHT Global, Inc.
United States (Delaware)
NHTC International, LLC
United States (Delaware)
NHT Global (Canada) Company
Canada
NHTC Holding Company
Cayman Islands
NHTC Trading Company
Cayman Islands
NHT Global Taiwan Company
Cayman Islands
NHT Global CIS Company
Cayman Islands
NHT Global (China) Commodities Co., Ltd.
China
NHT Global (Zhongshan) Cosmetics Co., Ltd.
China
NHT Global Hong Kong Limited
Hong Kong
Natural Health Trends Japan, Inc.
Japan
NHTC Global Singapore Pte. Ltd.
Singapore
NHTC Wellness Products Malaysia Sdn. Bhd.
Malaysia
NHTK Ltd.
South Korea
NHT Global Europe S.R.L.
Italy
NHT Global Peru S.A.C.
Peru
NHTC (India) Private Limited
India
NHTGLOBAL BOLIVIA S.R.L.
Bolivia
NHT Global Colombia S.A.S.
Colombia
The names of omitted subsidiaries when considered in the aggregate as a single subsidiary do not constitute a significant subsidiary as of the end of the year covered by
this report.
Exhibit 31.1
CERTIFICATION
I, Chris T. Sharng, certify that:
1. I have reviewed this report on Form 10-K of Natural Health Trends Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over
financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's
auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial
reporting.
Date: February 21, 2025
/s/ Chris T. Sharng
Chris T. Sharng
President
(Principal Executive Officer)
Exhibit 31.2
CERTIFICATION
I, Timothy S. Davidson, certify that:
1. I have reviewed this report on Form 10-K of Natural Health Trends Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over
financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's
auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial
reporting.
Date: February 21, 2025
/s/ Timothy S. Davidson
Timothy S. Davidson
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
Exhibit 32.1
CERTIFICATIONS PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Natural Health Trends Corp. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2024, as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), we, Chris T. Sharng, the Principal Executive Officer, and Timothy S. Davidson, the Principal
Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: February 21, 2025
/s/ Chris T. Sharng
Chris T. Sharng
President
(Principal Executive Officer)
Date: February 21, 2025
/s/ Timothy S. Davidson
Timothy S. Davidson
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
The foregoing certifications are not deemed filed with the United States Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (Exchange Act), and are not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the
Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.