Nature's Sunshine Products
Annual Report 2017

Plain-text annual report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________________ FORM 10-K Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2017 OR Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Commission file number 001-34483 NATURE’S SUNSHINE PRODUCTS, INC. (Exact name of Registrant as specified in its charter) Utah (State or other jurisdiction of incorporation or organization) 87-0327982 (IRS Employer Identification No.) 2500 West Executive Parkway, Suite 100 Lehi, Utah 84043 (Address of principal executive offices and zip code) (801) 341-7900 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Common Stock, no par value. 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 has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No . Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) 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 is a shell company (as defined in Rule 12b-2 of the Act). Yes No . The aggregate market value of the voting stock held by non-affiliates of the registrant on June 30, 2017 was approximately $250,332,000 based on the closing price of $13.25 as quoted by Nasdaq Capital Market on June 30, 2017. The number of shares of Common Stock, no par value, outstanding on February 17, 2018 is 19,016,130 shares. Portions of the registrant’s Definitive Proxy Statement to be filed with the Securities and Exchange Commission no later than 120 days after the end of the Registrant’s year ended December 31, 2017, are incorporated by reference in Part III of this Annual Report on Form 10-K. EXPLANATORY NOTES Table of Contents NATURE’S SUNSHINE PRODUCTS, INC. FORM 10-K For the Year Ended December 31, 2017 Table of Contents Part I. Part II. Part III. Part IV. Signatures Item 1. Item 1A. Item 1B. Item 2. Item 3. Item 4. Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings Mine Safety Disclosures Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases Item 6. Item 7. Item 7A. Item 8. Item 9. Item 9A. Item 9B. of Equity Securities Selected Financial Data Management’s Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures about Market Risk Financial Statements and Supplementary Data Change in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information Item 10. Item 11. Item 12. Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters Item 13. Item 14. Certain Relationships and Related Transactions and Director Independence Principal Accounting Fees and Services Item 15. Exhibits and Financial Statement Schedules 4 13 23 23 23 23 24 26 28 46 49 83 83 85 85 85 85 85 85 86 87 2 Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain information included or incorporated herein by reference in this report may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, statements relating to the Company's objectives, plans and strategies. All statements (other than statements of historical fact) that address activities, events or developments that the Company intends, expects, projects, believes or anticipates will or may occur in the future are forward-looking statements. These statements are often characterized by terminology such as “believe,” “hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy” and similar expressions, and are based on assumptions and assessments made by management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. For example, information appearing under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” includes forward-looking statements. Forward- looking statements are not guarantees of future performance and are subject to risks and uncertainties. Important factors that could cause actual results, developments and business decisions to differ materially from forward-looking statements are more fully described in this report, including the risks set forth under “Risk Factors” in Item 1A, but include the following: • • • • • • • • • • • • • • • • • • • • • • • • • • changes in laws and regulations, or their interpretation, applicable to direct selling or the nutritional supplement industry may prohibit or restrict the Company's ability to sell its products in some markets or require the Company to make changes to its business model in some markets; extensive government regulations to which the Company's products, business practices and manufacturing activities are subject; legal challenges to the Company's direct selling program or to the classification of its independent distributors; effect of complex legal and regulatory requirements, particularly in China and South Korea; impact of anti-bribery laws, including the U.S. Foreign Corrupt Practices Act; its ability to attract and retain independent distributors; the loss of one or more key independent distributors who have a significant sales network; the full implementation of its joint venture for operations in China with Fosun Industrial Co., Ltd.; registration of products for sale in China, or difficulty or increased cost of importing products into China; cyber security threats and exposure to data loss; reliance on information technology infrastructure; the effect of fluctuating foreign exchange rates; liabilities and obligations arising from improper activity by its independent distributors; its relationship with, and its inability to control the actions of, its independent distributors, and other third parties with whom it does business; changes to its independent distributor compensation plans; geopolitical issues and conflicts; negative consequences resulting from difficult economic conditions, including the availability of liquidity or the willingness of its customers to purchase products; risks associated with the manufacturing of the Company's products; uncertainties relating to the application of transfer pricing, duties, value-added taxes, and other tax regulations, and changes thereto; changes in tax laws, treaties or regulations, or their interpretation, including the impact of the Tax Cuts and Jobs Act; availability and integrity of raw materials; the competitive nature of its business and the nutritional supplement industry; negative publicity related to its products, ingredients, or direct selling organization and the nutritional supplement industry; product liability claims; the sufficiency of trademarks and other intellectual property rights; and reliance on third-parties to distribute its products and provide support services to independent distributors. All forward-looking statements speak only as of the date of this report and are expressly qualified in their entirety by the cautionary statements included in or incorporated by reference into this report. Except as is required by law, the Company expressly disclaims any obligation to publicly release any revisions to forward-looking statements to reflect events after the date of this report. Throughout this report, the Company refers to Nature’s Sunshine Products, Inc., together with its subsidiaries, as “the Company.” 3 Table of Contents Item 1. Business The Company PART 1 The Company is a natural health and wellness company primarily engaged in the manufacturing and direct selling of nutritional and personal care products. The Company is a Utah corporation with its principal place of business in Lehi, Utah, and sells its products to a sales force of independent distributors who uses the products themselves or resells them to consumers. Business Segments The Company has four business segments that are divided based on the different characteristics of their distributor and customer bases, distributor compensation plans and product formulations, as well as the internal organization of its officers and their responsibilities and business operations. Three business segments operate under the Nature’s Sunshine Products brand (NSP Americas; NSP Russia, Central and Eastern Europe; and NSP China), and one business segment operates under the Synergy® WorldWide brand. The NSP Russia, Central and Eastern Europe segment also includes the Company’s wholesale business, in which the Company sells its products to various locally-managed entities independent of the Company that the Company has granted distribution rights for the relevant market. Product Categories The Company’s line of over 700 products includes several different product classifications, such as immune, cardiovascular, digestive, personal care, weight management and other general health products. It purchases herbs and other raw materials in bulk and, after rigorous quality control testing, it formulates, encapsulates, tablets or concentrates them, labels and packages them for shipment. Most of the Company's products are manufactured at its facility in Spanish Fork, Utah. Contract manufacturers produce some of the Company's products in accordance with the Company's exacting specifications and standards. The Company has implemented stringent quality control procedures to verify that its contract manufacturers have complied with its specifications and standards. Presented below are the U.S. dollar amounts and associated revenue percentages from the sale of general health, immune, cardiovascular, digestive, personal care and weight management products for the years ended December 31, 2017, 2016, and 2015, by business segment. This table should be read in conjunction with the information presented in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which discusses the factors impacting revenue trends and the costs associated with generating the aggregate revenue presented (in thousands). 4 Table of Contents Year Ended December 31, 2017 2016 2015 NSP Americas: General health Immune Cardiovascular Digestive Personal care Weight management Total NSP Americas NSP Russia, Central and Eastern Europe: General health Immune Cardiovascular Digestive Personal care Weight management Total NSP Russia, Central and Eastern Europe Synergy WorldWide: General health Immune Cardiovascular Digestive Personal care Weight management $ 74,492 20,451 11,454 45,231 7,260 7,129 44.9% $ 12.3 6.9 27.2 4.4 4.3 78,187 19,185 12,677 47,659 7,537 10,677 44.4% $ 10.9 7.2 27.1 4.3 6.1 80,315 22,042 12,331 49,239 3,575 11,649 44.8% 12.3 6.9 27.5 2.0 6.5 166,017 100.0 175,922 100.0 179,151 100.0 $ 14,813 3,530 2,166 8,261 2,330 1,090 46.0% $ 11.0 6.7 25.7 7.2 3.4 12,907 43.0% $ 13,332 42.4% 3,349 2,212 8,009 2,370 1,151 11.2 7.4 26.7 7.9 3.8 3,853 2,006 8,178 2,809 1,291 12.2 6.4 26.0 8.9 4.1 32,190 100.0 29,998 100.0 31,469 100.0 $ 31,973 508 50,702 16,121 8,532 15,997 25.8% $ 0.4 40.9 13.0 6.9 12.9 35,283 620 51,684 12,536 8,981 15,689 28.3% $ 43,829 38.4% 0.5 41.4 10.0 7.2 12.6 752 34,191 17,746 5,697 11,866 0.7 30.0 15.6 5.0 10.4 Total Synergy WorldWide 123,833 100.0 124,793 100.0 114,081 100.0 NSP China: General health Immune Cardiovascular Digestive Personal care Weight management Total NSP China Consolidated: General health Immune Cardiovascular Digestive Personal care Weight management $ 3,738 468 3,886 8,361 350 3,186 18.7% $ 2.3 19.4 41.8 1.8 15.9 1,551 370 2,617 4,323 629 956 14.8% $ 3.5 25.1 41.4 6.0 9.2 19,989 100.0 10,446 100.0 4 — — — — — 4 100.0% — — — — — 100.0 $ 125,016 24,957 68,208 77,974 18,472 27,402 36.6% $ 7.3 19.9 22.8 5.4 8.0 127,928 37.5% $ 137,480 42.3% 23,524 69,190 72,527 19,517 28,473 6.9 20.3 21.3 5.7 8.3 26,647 48,528 75,163 12,081 24,806 8.2 14.9 23.1 3.7 7.6 Total Consolidated $ 342,029 100.0 $ 341,159 100.0 $ 324,705 100.0 5 Table of Contents The following table summarizes the Company's product lines by category: Category General health Description The Company distributes a wide selection of general health products. The general health line is a combination of assorted health products related to blood sugar support, bone health, cellular health, cognitive function, joint health, mood, sexual health, sleep, sports and energy, and vision. Immune The Company distributes immune products. The immune line has been designed to offer products that support and strengthen the human immune system. Cardiovascular The Company distributes cardiovascular products. The cardiovascular line has been designed to offer products that combine a variety of superior heart health ingredients to give the cardiovascular system optimum support. Digestive The Company distributes digestive products. The digestive line has been designed to offer products that regulate intestinal and digestive functions in support of the human digestive system. Personal care The Company distributes a variety of personal care products for external use, including oils and lotions, aloe vera gel, herbal shampoo, herbal skin treatment, toothpaste and skin cleanser. Weight management The Company distributes a variety of weight management products. The weight management line has been designed to simplify the weight management process by providing healthy meal replacements and products that increase caloric burn rate. Distribution and Selling The Company distributes its products to consumers through an independent sales force comprised of independent distributors, known as Managers and Distributors. The Company's independent distributors, many of whom also consume its products, market products to customers through direct selling techniques, as well as sponsoring other independent distributors. Typically a person who joins the Company’s independent sales force begins as a Distributor. An independent Distributor may earn Manager status by attaining certain product sales levels. Although the nature of the Company's relationship with its independent distributors limits the control it has to direct their activities, the Company seeks to motivate and provide incentives to its independent distributors by offering high quality products and providing them with product support, training seminars, sales conventions, travel programs and financial incentives. The Company’s products sold in the United States are shipped directly from its manufacturing and warehouse facilities located in Spanish Fork, Utah, as well as from its regional warehouses located in Georgia, Ohio and Texas. Many of the Company's international operations maintain warehouse facilities and inventory to supply their independent Managers, Distributors and customers. However, in foreign markets where it does not maintain warehouse facilities, it has contracted with third-parties to distribute its products and provide support services to its independent sales force of independent Managers and Distributors. As of December 31, 2017, the Company had approximately 230,900 "active independent Distributors and customers" (as defined below). A person who joins the Company’s independent sales force begins as an independent Distributor. Many independent Distributors sell the Company’s products on a part-time basis to friends or associates or use the products themselves. An independent Distributor may earn Manager status by attaining certain product sales levels. As of December 31, 2017, the Company had approximately 13,000 "active independent Managers" (as defined below) worldwide. In many of the Company's markets, its independent Managers and Distributors are primarily retailers of the Company's products, including practitioners, proprietors of retail stores and other health and wellness specialists. In the United States, the Company generally sells its products on a cash or credit card basis. From time to time, the Company's U.S. operations extend short-term credit associated with product promotions. For certain of its international operations, the Company uses independent distribution centers and offers credit terms that are generally consistent with industry standards within each respective country. 6 Table of Contents The Company pays sales commissions, or “volume incentives” to its independent Managers and Distributors based upon their own product sales and the product sales of their sales organization. As an exception, NSP China does not pay volume incentives; rather, it pays independent service fees, which are included in selling, general and administrative expense. These volume incentives are recorded as an expense in the year earned. The amounts of volume incentives that the Company expensed during the years ended December 31, 2017, 2016, and 2015, are set forth in the Company's Consolidated Financial Statements in Item 8 of this report. In addition to the opportunity to receive volume incentives, independent Managers who attain certain levels of monthly product sales are eligible for additional incentive programs including automobile allowances, sales convention privileges and travel awards. Distributor Information The Company’s revenue is highly dependent upon the number and productivity of its independent Managers and Distributors. Growth in sales volume requires an increase in the productivity and/or growth in the total number of independent Managers and Distributors. Within the Company, there are a number of different distributor compensation plans and qualifications, which generate active independent Managers and Distributors with different sales values in its different business segments. Within Synergy WorldWide, the sales qualifications required for active independent Managers and Distributors varies by market according to local economic factors. As sales grow in markets with higher qualification values, and decline in those with lower qualification values, the resultant mix change influences the active counts for independent Managers and Distributors. As a result, from time- to-time, changes in overall active counts for independent Managers and Distributors may not be indicative of actual sales trends for the segment. In China, the Company does not sell its products through Managers and Distributors, but rather through independent service providers who are compensated for marketing, sales support, and other services. The following table provides information concerning the number of total independent Managers, Distributors and customers by segment, as of the dates indicated. Total Managers, Distributors and Customers by Segment as of December 31, NSP Americas NSP Russia, Central and Eastern Europe Synergy WorldWide Total 2017 2016 2015 Distributors & Customers Managers Distributors & Customers Managers Distributors & Customers Managers 236,200 5,600 269,100 6,400 286,600 6,500 138,300 107,300 481,800 3,200 4,200 13,000 140,600 123,000 532,700 2,800 3,700 12,900 163,200 126,400 576,200 2,800 3,400 12,700 “Total Managers” includes independent Managers under the Company’s various compensation plans that have achieved and maintained specified and personal groups sale volumes as of the date indicated. To maintain Manager status, an individual must continue to meet certain product sales volume levels. As such, all Managers are considered to be “Active Managers”. “Total Distributors and customers” includes the Company’s independent Distributors and customers who have purchased products directly from the Company for resale and/or personal consumption during the previous twelve months ended as of the date indicated. This includes independent Manager, Distributor and customer accounts that may have become inactive since such respective dates. The following table provides information concerning the number of active independent Managers and active independent Distributors and customers by segment, as of the dates indicated. 7 Table of Contents Active Distributors and Customers by Segment as of December 31, NSP Americas NSP Russia, Central and Eastern Europe Synergy WorldWide Total 2017 2016 2015 Distributors & Customers Managers Distributors & Customers Managers Distributors & Customers Managers 106,900 5,600 121,200 6,400 131,600 6,500 68,600 55,400 230,900 3,200 4,200 13,000 66,700 53,600 241,500 2,800 3,700 12,900 72,000 60,800 264,400 2,800 3,400 12,700 “Active Distributors and customers” includes the Company’s independent Distributors and customers who have purchased products directly from the Company for resale and/or personal consumption during the previous three months ended as of the date indicated. The following tables provide information concerning the number of new independent Managers, Distributors and customers by segment, for the years indicated. New Managers, Distributors and Customers by Segment for the year ended December 31, NSP Americas NSP Russia, Central and Eastern Europe Synergy WorldWide Total 2017 2016 2015 Distributors & Customers Managers Distributors & Customers Managers Distributors & Customers Managers 83,300 2,100 116,900 3,200 127,900 40,600 63,500 187,400 700 2,900 5,700 44,900 72,000 233,800 600 3,000 6,800 47,000 76,600 251,500 3,000 700 2,300 6,000 “New Managers” includes independent Managers under the Company’s various compensation plans that first achieved the rank of Manager during the previous twelve months ended as of the date indicated. “New Distributors and Customers” include the Company’s independent Distributors and customers who have made their initial product purchase directly from the Company for resale and/or personal consumption during the previous twelve months ended as of the date indicated. Source and Availability of Raw Materials Raw materials used in the manufacture of the Company's products are generally available from a number of suppliers. To date, the Company has not experienced any major difficulty in obtaining and maintaining adequate sources of raw materials supply. The Company attempts to ensure the availability of many of its raw materials by contracting, in advance, for its annual requirements. In the past, it has been able to find alternative sources of raw materials when needed. Although there can be no assurance that it will be successful in locating such sources of supply in the future, the Company believes that it will be able to do so. Trademarks and Trade Names The Company has obtained trademark registrations for Nature’s Sunshine®, and the landscape logo for all of its Nature’s Sunshine Products product lines. It has also obtained trademark registrations for Synergy Worldwide® for all of the Company's Synergy WorldWide product lines. The Company holds trademark registrations in the United States and in many other countries. The Company's customers’ recognition and association of its brands and trademarks with quality is an important element of its operating strategy. The duration of the Company's trademark registrations is generally between 10 and 20 years, depending on the country in which the marks are registered, and can be renewed. The scope and duration of the Company's intellectual property protection varies throughout the world by jurisdiction and by individual product. 8 Table of Contents Seasonality The Company operates in many regions around the world and, as a result, is affected by seasonal factors and trends such as weather changes, holidays and cultural traditions and vacation patterns throughout the world. For instance, in North America and Europe the Company typically experiences a decrease in activity during the third quarter due to the summer vacation season, while it experiences a decrease in activity in many of its Asia Pacific markets during the first quarter due to cultural events such as the Lunar New Year. As a result, there is some seasonality to the Company's revenues and expenses reflected in its reported quarterly results. Generally, reductions in one region of the world due to seasonality are offset by increases in another, minimizing the impact on the Company's reported consolidated revenues. Changes in the relative size of the Company's revenues in one region of the world compared to another could cause seasonality to more significantly affect the Company's reported quarterly results. Inventories In order to provide a high level of product availability to the Company's independent Managers, Distributors, and customers, it maintains a considerable inventory of raw materials in the United States and of finished goods in most countries in which it sells its products. Due to different regulatory requirements across the countries in which the Company sells its products, its finished goods inventories have product labels and sometimes product formulations specific for each country. The Company's inventories are subject to obsolescence due to finite shelf lives. Dependence upon Customers A significant amount of the Company's revenue in some of its markets is dependent on only a few independent distributors and their extensive sales networks. The loss of one or more of these independent distributors who, together with their extensive sales network generate a significant amount of the Company's revenue, could have a material adverse effect on the results of operations and financial condition on one or more of the Company's business segments. Backlog The Company typically ships orders for its products within 24 hours after receipt of payment. As a result, it has not historically experienced significant backlogs due to its high level of product availability as discussed above. Competition The Company's products are sold in competition with other companies, some of which have greater sales volumes and financial resources than the Company does, and sell brands that are, through advertising and promotions, better known to consumers. The Company competes in the nutritional and personal care industry against companies that sell through retail stores, as well as against other direct selling companies. For example, it competes against manufacturers and retailers of nutritional and personal care products, which are distributed through supermarkets, drug stores, health food stores, vitamin outlets, discount stores, and mass market retailers, among others. It competes for product sales and independent distributors with many other direct selling companies, including Amway, Herbalife, Nu Skin, Shaklee and USANA, among others. The Company believes that the principal components of competition in the direct selling of nutritional and personal care products are distributor expertise and service, product quality and differentiation, price and brand recognition. In addition, the Company relies on its independent Managers and Distributors to compete effectively in the direct selling markets, and its ability to attract and retain independent Managers and Distributors depends on various factors, including the training, quality product offerings and financial incentives for the independent Managers and Distributors. Research and Development The Company conducts research at its research center, known as the Hughes Center for Research and Innovation, a state of the art research and development facility located at the Company's corporate offices in Lehi, Utah. The Company's principal emphasis in its research and development activities is clinical research in the support of the development of new products and the enhancement of existing products. The amount, excluding capital expenditures, spent on research and development activities was approximately $3.4 million in 2017, $3.2 million in 2016 and $2.8 million in 2015. Compliance with Environmental Laws and Regulations The nature of the Company's business has not required any material capital expenditures to comply with federal, state or local provisions enacted or adopted regulating the discharge of materials into the environment. No material capital expenditures 9 Table of Contents to meet such provisions are anticipated. Such regulatory provisions did not have a material effect upon the Company's results of operations or competitive position in 2017. Regulation General In both the United States and foreign markets, the Company is affected by extensive laws, governmental regulations, administrative determinations and guidance, court decisions and similar constraints (collectively “Regulations”). Such Regulations exist at the federal, state or local levels in the United States and at all levels of government in foreign jurisdictions, including Regulations pertaining to: (1) the formulation, manufacturing, packaging, labeling, distribution, importation, sale and storage of its products; (2) product and earnings claims and advertising, including direct claims and advertising by the Company, as well as claims and advertising by independent distributors, for which the Company may be held responsible; (3) the Company's direct selling program; (4) transfer pricing and similar regulations that affect the level of U.S. and foreign taxable income and customs duties; (5) taxation of its independent distributors (which in some instances may impose an obligation on the Company to collect the taxes and maintain appropriate records); and (6) currency exchange and repatriation. Products The formulation, manufacturing, packaging, labeling, advertising, distribution and sale of each of the Company's major product groups are subject to regulation by one or more governmental agencies in the United States and in other countries. In the United States, the Food and Drug Administration (“FDA”) regulates the Company's products under the Federal Food, Drug and Cosmetic Act, as amended and the regulations promulgated thereunder (“FDCA”). The FDCA defines the terms “food” and “dietary supplement” and sets forth various conditions that, unless complied with, may constitute adulteration or misbranding of such products. The FDCA has been amended several times with respect to dietary supplements, including amendments by the Nutrition Labeling and Education Act of 1990 (“NLEA”) and the Dietary Supplement Health and Education Act of 1994, as amended, and the regulations promulgated thereunder (“DSHEA”). FDA regulations relating specifically to foods and dietary supplements for human use are set forth in Title 21 of the Code of Federal Regulations. These regulations include basic labeling requirements for both foods and dietary supplements. In May 2016, the FDA announced new labeling requirements to reflect recently available scientific information. The new label requirements are intended to make it easier for consumers to make informed choices. Manufacturers with $10 million or more in annual food sales have until January 1, 2020, to comply with the new labeling requirements. Additionally, FDA regulations require the Company to meet relevant good manufacturing practice regulations relating to, among other things, the preparation, packaging and storage of its food and dietary supplements. FDA rules impose requirements on the manufacture, packaging, labeling, holding, and distribution of dietary supplement products. For example, it requires that companies establish written procedures governing areas such as: (1) personnel, (2) plant and equipment cleanliness, (3) production controls, (4) laboratory operations, (5) packaging and labeling, (6) distribution, (7) product returns, and (8) complaint handling. The FDA also requires identity testing of all incoming dietary ingredients unless a company successfully petitions for an exemption from this testing requirement in accordance with the regulations. The current good manufacturing practices are designed to ensure that dietary supplements and dietary ingredients are not adulterated with contaminants or impurities, and are labeled to accurately reflect the active ingredients and other ingredients in the products. Ingredient identification requirements, which require the Company to confirm the levels, identity and potency of ingredients listed on its product labels within a narrow range, are particularly burdensome and difficult for the Company with respect to its product formulations, which contain many different ingredients. In some countries the Company is, or regulators may assert that the Company is, responsible for the conduct of its independent distributors, and regulations applicable to the activities of the Company's independent Managers and Distributors also affect its business. In these countries, regulators may request or require that the Company take steps to ensure that its independent distributors comply with regulations. The types of regulated conduct include: (1) representations concerning the Company's products; (2) earning representations made by the Company and/or its independent Distributors; (3) public media advertisements, which in foreign markets may require prior approval by regulators; (4) sales of products in markets in which the products have not been approved, licensed, registered or certified for sale; and (5) classification by government agencies of the Company's independent distributors as employees of the Company. In some markets, it is possible that improper product claims by independent Managers and Distributors could result in the Company's products being reviewed by regulatory authorities and, as a result, being classified or placed into another category as to which stricter regulations are applicable. In addition, the Company might be required to make labeling changes. 10 Table of Contents The Company is unable to predict the nature of any future regulations, nor can it predict what effect additional governmental regulations or administrative orders, when and if promulgated, would have on its business in the future. They could, however, require: (1) reformulation of some products not capable of being reformulated; (2) imposition of additional record keeping requirements; (3) expanded documentation of the properties of some products; (4) expanded or different labeling; (5) additional or different scientific substantiation regarding product ingredients, safety or usefulness; and/or (6) additional distributor compliance surveillance and enforcement action by the Company. Any or all of these requirements could have a material adverse effect on the Company's results of operations and financial condition. In foreign markets, prior to commencing operations and prior to making or permitting sales of the Company's products in the market, the Company may be required to obtain an approval, license, registration or certification from the country’s ministry of health or comparable agency. Prior to entering a new market in which a formal approval, license, registration or certificate is required, the Company works extensively with local authorities to obtain the requisite approvals. It must also comply with product labeling and packaging regulations that vary from country to country. Its failure to comply with these regulations can result in a product being removed from sale in a particular market, either temporarily or permanently. Direct Selling The Company's business practices and products are also regulated by the following United States governmental entities: the Federal Trade Commission (“FTC”), Consumer Product Safety Commission (“CPSC”), Department of Agriculture (“USDA”) and Environmental Protection Agency (“EPA”). The Company's activities, including its direct selling distribution activities, are also regulated by various agencies of the states, localities and foreign countries in which its products are sold. The FTC, which exercises jurisdiction over the advertising of all of the Company's products in the United States, has in the past several years instituted enforcement actions against several dietary supplement and food companies and against manufacturers of weight loss products generally for false and misleading advertising of some of their products. The FTC closely scrutinizes the use of testimonials, the role of expert endorsers and product clinical studies. The FTC has in recent years investigated and taken enforcement action against direct selling companies for misleading representations relating to the earnings potential of an independent distributor within a company's compensation plan, as well as appropriateness of the compensation plans themselves. For example, in 2015, the FTC initiated an enforcement action against a direct selling company, alleging an illegal business model and improper earnings claims, which the FTC and the direct selling company settled in September 2016, by entering into a stipulated order. In July 2016, the FTC entered into a settlement agreement with another direct selling company, which required the particular direct selling company to restructure its U.S. business operations to settle charges relating to deceptive advertising, misrepresentation and an illegal business model. The settlement of each of these cases required the direct selling company involved to, among other things, pay a significant fine, revise its compensation plan to comply with restrictions on how it can compensate its independent distributors and change its marketing practices to avoid misleading income, earning and other representations. The Company cannot be sure that the FTC, or comparable foreign agencies, will not question its advertising or other operations in the future. Transfer Pricing In many countries, including the United States, the Company is subject to transfer pricing and other tax regulations designed to ensure that appropriate levels of income are reported as earned by its U.S. or local entities and are taxed accordingly. In addition, the Company's operations are subject to regulations designed to ensure that appropriate levels of customs duties are assessed on the importation of its products. Although the Company believes that it is in substantial compliance with all applicable regulations and restrictions, it is subject to the risk that governmental authorities could audit its transfer pricing and related practices and assert that additional taxes are owed. In the event that the audits or assessments are concluded adversely to the Company, it may or may not be able to offset or mitigate the consolidated effect of foreign income tax assessments through the use of U.S. foreign tax credits. Because the laws and regulations governing U.S. foreign tax credits are complex and subject to periodic legislative amendment, the Company cannot be sure that it would in fact be able to take advantage of any foreign tax credits in the future. 11 Table of Contents Other Regulations The Company is also subject to a variety of other regulations in various foreign markets, including regulations pertaining to social security assessments, employment and severance pay requirements, import/export regulations and antitrust issues. As an example, in many markets, the Company is substantially restricted in the amount and types of rules and termination criteria that it can impose on its independent distributors without having to pay social security assessments on behalf of the independent distributors and without incurring severance obligations to terminated independent distributors. In some countries, the Company may be subject to these obligations in any event. The Company's failure to comply with these regulations could have a material adverse effect on its business in a particular market or in general. Assertions that the Company failed to comply with regulations or the effect of adverse regulations in one market could adversely affect it in other markets as well, by causing increased regulatory scrutiny in those other markets or as a result of the negative publicity generated in those other markets. Compliance In order to comply with regulations that apply to both the Company and its independent distributors, the Company conducts considerable research into the applicable regulatory framework prior to entering any new market to identify all necessary licenses, registrations and approvals and applicable limitations on the Company's operations in that market. Typically, it conducts this research with the assistance of local legal counsel and other representatives. The Company devotes substantial resources to obtaining the necessary licenses, registrations and approvals and bringing its operations into compliance with the applicable limitations. It also researches laws applicable to independent distributor operations and revises or alters its distributor manuals and other training materials and programs to provide independent distributors with guidelines for operating a business, selling and distributing its products and similar matters, as required by applicable regulations in each market. The Company is unable to monitor its independent distributors effectively to ensure that they refrain from distributing its products in countries where it has not commenced operations. In addition, regulations in existing and new markets often are ambiguous and subject to considerable interpretive and enforcement discretion by the responsible regulators. Moreover, even when the Company believes that it and its independent Distributors are initially in compliance with all applicable regulations, new regulations regularly are being added and the interpretation of existing regulations is subject to change. Further, the content and impact of regulations to which the Company is subject may be influenced by public attention directed at it, its products or its direct selling program, so that extensive adverse publicity about the Company's products or its direct selling program may result in increased regulatory scrutiny. It is an ongoing part of the Company's business to anticipate and respond to new and changing regulations and to make corresponding changes in its operations to the extent practicable. Although the Company devotes considerable resources to maintaining its compliance with regulatory constraints in each of its markets, it cannot be sure that (1) it would be found to be in full compliance with applicable regulations in all of its markets at any given time or (2) the regulatory authorities in one or more markets will not assert, either retroactively or prospectively or both, that its operations are not in full compliance. These assertions or the effect of adverse regulations in one market could negatively affect the Company in other markets as well, by causing increased regulatory scrutiny in those other markets or as a result of the negative publicity generated in those other markets. These assertions could have a material adverse effect on the Company in a particular market or in general. Furthermore, depending upon the severity of regulatory changes in a particular market and the changes in the Company's operations that would be necessitated to maintain compliance, these changes could result in the Company experiencing a material reduction in sales in the market or determining to exit the market altogether. In this event, the Company would attempt to devote the resources previously devoted to such market to a new market or markets or other existing markets. However, the Company cannot be sure that this transition would not have a material adverse effect on its business and results of operations either in the short or long-term. To further mitigate any compliance risk, a Compliance Committee of the Board of Directors (the "Compliance Committee") was created in 2014. The purpose of the Compliance Committee is to oversee the Company’s efforts with respect to operational compliance. “Operational Compliance” is defined by the Compliance Committee's charter to include: distributor compliance and direct selling best practices; employee compliance, including code of conduct and other mandated trainings; product and product distribution regulatory compliance, including adherence to FTC, FDA and other similar regulatory bodies’ mandates; compliance with data protection regulations; and non-financial, whistleblower reports. For avoidance of doubt, "Operational Compliance" does not include adherence to the U.S. Foreign Corrupt Practices Act (the "FCPA"), which is the responsibility of the audit committee. 12 Table of Contents International Operations A significant portion of the Company's net sales are generated within the United States, which represented 41.2 percent, 43.4 percent and 45.4 percent of net sales in 2017, 2016, and 2015, respectively. The Company's second largest market, South Korea, represented 15.2 percent, 16.9 percent and 14.9 percent of net sales in 2017, 2016, and 2015, respectively. Outside of the United States and South Korea, no one country accounted for 10.0 percent or more of net sales in any year in the last three years. A breakdown of net sales by region in 2017, 2016, and 2015, is set forth below. (Dollar amounts in thousands) Year Ended December 31, Net Sales: North America Europe Asia Pacific Central & South America 2017 2016 2015 $ 151,380 44.2% $ 168,883 49.5% $ 171,486 52.8% 55,719 109,318 25,612 16.3 32.0 7.5 50,299 98,585 23,392 14.7 28.9 6.9 53,237 76,482 23,500 16.4 23.6 7.2 $ 342,029 100.0% $ 341,159 100.0% $ 324,705 100.0% The Company's international operations are conducted in a manner that it believe is comparable with its U.S. operations; however, in order to conform to local variations, economic realities, market customs, consumer habits and regulatory environments, differences often exist in the products that the Company sells and in its distribution and selling programs. The Company's international operations are subject to many of the same risks faced by its U.S. operations, including competition and local economic and political conditions. In addition, its international operations are subject to certain risks inherent in doing business abroad, including foreign regulatory restrictions, fluctuations in monetary exchange rates, import- export controls, effective management and support services by contracted third-parties and the economic and political policies of foreign governments. The significance of these risks will increase if the Company grows its international operations. Employees The Company employed 911 individuals as of December 31, 2017. The Company believes that its relations with its employees are satisfactory. Available Information The Company's principal executive office is located at 2500 West Executive Parkway, Suite 100, Lehi, Utah 84043. Its telephone number is (801) 341-7900 and its Internet website address is www.natr.com. The Company makes available free of charge on its website its Annual Reports on Form 10-K, its Quarterly Reports on Form 10-Q, its Current Reports on Form 8-K, and amendments to those reports, filed or furnished pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as soon as practicable after electronically filing these documents with, or furnish them to, the Securities and Exchange Commission (the “SEC”). The SEC also maintains an Internet website that contains reports, and other information regarding issuers that file electronically with the SEC at www.sec.gov. The Company also makes available free of charge on its website its Code of Conduct Policy and the charters of its Audit Committee, Governance Committee, Compensation Committee and Compliance Committee. Item 1A. Risk Factors You should carefully consider the following risks in evaluating the Company and its business. The risks described below are the risks that the Company currently believes are material to its business. However, additional risks not presently known to the Company, or risks that it currently believes are not material, may also impair its business operations. You should also refer to the other information set forth in this report, including the information set forth in “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as the Company's consolidated financial statements and the related notes. The Company's business prospects, financial condition or results of operations could be adversely affected by any of the following risks. If the Company is adversely affected by such risks, then the market price of its common stock could decline. 13 Table of Contents Laws and regulations regarding direct selling may prohibit or restrict the Company's ability to sell its products in some markets or require the Company to make changes to its business model in some markets. Direct selling companies are subject to laws and regulations by various government agencies throughout the world. These laws and regulations are generally intended to prevent fraudulent or deceptive practices and to ensure that sales are made to consumers of the products, and that compensation, recognition and advancement within the selling organization are based primarily upon sales of the products. For example, regulations in some countries in which the Company operates, including South Korea and China, limit the amount of compensation the Company can pay to its independent distributors. Failure to comply with these laws and regulations could result in significant penalties, which could have a material adverse effect on the Company's results of operations and financial condition. Violations could result from misconduct by an independent distributor, ambiguity in statutes, changes or new laws and regulations affecting the Company's business and court-related decisions. The Company may be restricted or prohibited from using direct selling activities in some foreign countries, or the Company may be required to undertake lengthy and costly application processes to obtain a direct selling license to engage in direct selling activities. For example, the Company was required to undertake a lengthy and costly application process to obtain a direct selling license in China, which it obtained in the second quarter of 2017, and may be required to undertake similarly lengthy and costly application processes to obtain additional licenses and permits in order to expand its business in China. The FTC in the United States, and similar government agencies in foreign jurisdictions, periodically investigate and bring enforcement actions against direct selling companies. Direct selling companies that have been the subject of an FTC enforcement action have generally been required to make significant changes to their business model and pay significant monetary fines. Being the target of an investigation or enforcement action by the FTC in the United States, or a similar government agency in a foreign jurisdiction, could have a material adverse effect on the Company's results of operations and financial condition. The Company's products, business practices and manufacturing activities are subject to extensive government regulations and could be subject to additional laws and regulations. The formulation, manufacturing, packaging, labeling, advertising, distribution and sales of each of the Company’s major product groups are subject to regulation by numerous domestic and foreign governmental agencies and authorities. In the U.S., these governmental agencies and authorities include the FDA, the FTC, the CPSC, the EPA, the USDA and state regulatory agencies. Generally, each international market in which the Company operates has regulatory agencies similar to the regulatory agencies in the U.S. In addition, each State in the United States has an attorney general who is responsible for enforcing the laws of that State. Some states’ Attorneys General have demonstrated a focus on the manufacture and sale of various dietary supplements. As a result of such focus, a states’ Attorneys General could seek to take actions against the Company or other industry participants or amend applicable regulations in their State, which could have a material adverse effect on the Company's results of operations and financial condition by causing the Company to incur additional costs to comply or cease selling one or more of its products. As the primary manufacturer of its own products, the Company is subject to FDA regulations on Good Manufacturing Practices (GMP), which require the Company to maintain good manufacturing processes, including ingredient identification, manufacturing controls and record keeping. Ingredient identification requirements, which require the Company to confirm the levels, identity and potency of ingredients listed on its product labels within a narrow range, are particularly burdensome and difficult for the Company with respect to its product formulations, which contain many different ingredients. Compliance with these regulations has increased and may further increase the cost of manufacturing the Company's products. The Company's results of operations and financial condition could be materially adversely affected if a regulatory authority makes a determination that the Company is not in compliance with ingredient identification requirements. A finding of noncompliance may result in administrative warnings, penalties or actions impacting the Company's ability to continue selling certain products. Failure to comply with ingredient identification requirements could also lead to private class action lawsuits which would be costly, disruptive and could have a material adverse effect on the Company’s results of operations and financial condition. 14 Table of Contents In the future, the Company may be subject to additional laws or regulations administered by the FDA or other federal, state, local or foreign regulatory authorities, the repeal or amendment of laws or regulations which it considers favorable and/or more stringent interpretations of current laws or regulations. The Company can neither predict the nature of such future laws, regulations, interpretations or applications, nor what effect additional governmental regulations or administrative orders, when and if promulgated, would have on its business. They could, however, require reformulation of certain products to meet new standards, recall or discontinuance of certain products not able to be reformulated, imposition of additional record-keeping requirements, expanded documentation of the properties of certain products and expanded or altered labeling and/or scientific substantiation. Any or all such requirements could increase the Company's costs of operating the business and have a material adverse effect on the Company's results of operations and financial condition. The FTC, which exercises jurisdiction over the advertising of all of the Company’s products in the United States, has in the past instituted enforcement actions against dietary supplement and food companies and against manufacturers of weight loss products generally for false and misleading advertising of some of their products. The FTC from to time has initiated investigations and enforcement actions against direct selling companies the FTC alleged made misleading representations relating to the earnings potential of an independent distributor within a company's compensation plan. There is a degree of subjectivity in determining whether an earnings claim is improper or misleading. Recently, private watchdog groups have increased their attention on companies in the dietary supplement and direct selling industries with allegations of false or misleading product and earing claims. The goal of such private watchdog groups is to get the FTC to take enforcement action against practices they believe are illegal. The Company cannot be sure that the FTC, or comparable foreign agencies, will not question its advertising claims, or advertising claims made by the Company's independent distributors, in the future. Additionally, plaintiffs’ lawyers have filed class action lawsuits against some of the Company's competitors, which are often expensive to defend against. An enforcement action brought by a government agency, like the FTC in the United States, or a class action lawsuit, could adversely affect the Company's reputation and potentially result in significant penalties and costs, either of which could have a material adverse effect on the Company's results of operations and financial condition. The Company’s direct selling system could be challenged in one or more countries in which it does business. Legal and regulatory requirements concerning the direct selling industry generally do not include "bright line" rules and are inherently fact-based and subject to interpretation. As a result, regulators and courts often have discretion in their application of these laws and regulations, and the enforcement or interpretation of these laws and regulations by government agencies or courts can change from time to time. The Company periodically becomes aware of investigations and enforcement actions against other companies in the direct selling industry. An adverse ruling in an investigation or enforcement action involving a direct selling company could have a material adverse effect on the Company’s results of operations and financial condition if direct selling laws or anti-pyramid laws are interpreted more narrowly or in a manner that results in significant, additional burdens or restrictions on direct selling companies. The Company could also be subject to challenges by private parties in civil actions, including class action cases brought by plaintiffs’ lawyers. From time to time, the Company becomes aware of civil class actions brought against its competitors in the United States, which have and may in the future result in adverse judgments and significant settlements. A civil class action lawsuit brought against the Company could have a material adverse effect on the Company’s results of operations and financial condition if it results in an adverse judgment or a significant settlement. Government regulations in China are particularly demanding and the Chinese regulatory authorities exercise board discretion in interpreting and apply regulations. As a result, the model the Company created specifically for China may not continue to be deemed compliant by national or local Chinese regulatory authorities if applicable regulations, or there interpretations, evolve in a manner that is adverse to the Company and its business model in China. In the past, the Chinese government has taken serious action against companies that it believed were engaging in activities they regarded to be in violation of applicable law, including shutting down their businesses and imposing substantial fines. There can be no guarantee that the Chinese government’s current or future interpretation and application of the existing and new regulations will not negatively impact the Company's business 15 Table of Contents in China, result in regulatory investigations or lead to fines or penalties, any of which could have a material adverse effect on the Company's results of operations and financial condition. The Company is subject to anti-bribery laws, including the U.S. Foreign Corrupt Practices Act ("FCPA"). The Company is subject to anti-bribery laws, including the 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 Department of Justice ("DOJ") and the SEC relating to business operations within certain countries in which the Company operates, 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. The Company’s policies mandate compliance with anti-bribery laws by its employees and agents, including the requirements to maintain accurate information and internal controls. However, the Company may be liable for actions of its employees and agents, even if such actions are inconsistent with the Company’s policies. Being subject to an investigation by the DOJ or the SEC for an alleged violation of the FCPA could cause the Company to incur significant expenses and distractions that could adversely affect its 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 the Company’s results of operations and financial condition. The Company may be unable to attract and retain independent distributors. As a direct selling company, the Company relies on its independent distributors to market and sell its products. Many independent distributors sell the Company's products on a part-time basis to friends or associates or use the products for themselves. The Company's independent distributors may terminate their service at any time, and, like most direct selling companies, the Company experiences high turnover among its independent distributors from year to year. As a result, the Company needs to retain existing independent distributors and continue to attract additional independent distributors to maintain and/or increase sales in the future. Many factors affect the Company's ability to attract and retain independent distributors, including: the public’s perceptions about the value and efficacy of the Company's products; the public’s perceptions and acceptance of direct selling; – publicity regarding the Company, its products, its distribution channels or its competitors; – on-going motivation of the Company's independent distributors; – – – general and economic business conditions; – government regulations; – the Company's compensation arrangements, including any changes thereto, training and support for its independent distributors; and competition in attracting and retaining independent distributors. – The Company's results of operations and financial condition could be materially adversely affected if the Company's independent distributors are unable to maintain their current levels of productivity or if the Company is unable to retain existing independent distributors and attract additional independent distributors in sufficient numbers to sustain future growth or to maintain present sales levels. The Company's independent distributors are often motivated by the potential to build a sales network in geographic areas in which they do not reside. However, from time to time, the Company makes a decision to cease operations in a geographic area, which may cause independent distributors residing in a different geographic area to cease doing business with the Company because they can no longer maintain or build a sales network in the geographic area in which the Company ceased operating. 16 Table of Contents The loss of key independent distributors who have a significant sales networks could have a material adverse effect on the Company’s results of operations and financial condition. A significant amount of the Company's net sales, in some of its markets, is dependent on only a few independent distributors and their extensive sales networks. The loss or inactivity of one of these independent distributors who, together with their extensive sales network, generate a significant amount of the Company's net sales could have a material adverse effect on the Company's results of operations and financial condition. The Company's expansion in China is subject to risks associated with operating a joint venture. On August 25, 2014, the Company completed a transaction with Shanghai Fosun Pharmaceutical (Group) Co., Ltd. (“Fosun Pharma”), which created a joint venture owned 80 percent by the Company and 20 percent by a wholly-owned subsidiary of Fosun Pharma. Effective operation of the joint venture depends on good relations between the Company and Fosun Pharma, active synergies between the two companies and positive legal and regulatory recognition of the joint venture. Any disruption in relations, inability to work efficiently or disadvantageous treatment of the joint venture by the Chinese or other authorities could have a material adverse effect on the Company's results of operations and financial condition. Difficulties in registering the Company's products for sale in Mainland China could have a material adverse effect on the Company's results of operations and financial condition. The Company's registration of its products for sale in China is extremely time intensive. The requirements for obtaining product registrations and/or licenses involve extended periods of time that may delay the Company from offering products for sale or prevent it from launching new product initiatives in China on the same timelines as other markets around the world. For example, products marketed in China as “health foods” or for which certain claims are used are subject to “blue cap” or “blue hat” registrations, which involve extensive laboratory and clinical analysis by governmental authorities. This registration process can take anywhere from 18 months to 3 years, but may be substantially longer. The Company currently intends to market both “health foods” and “general foods” in China. There is risk associated with the common practice in China of marketing a product as a “general food” while seeking “health food” classification. If government officials feel the categorization of products is inconsistent with product claims, ingredients or function, this could end or limit the Company's ability to market such products in China and have a material adverse effect on the Company's results of operations and financial condition. Cyber security risks and the failure to maintain the integrity of data could expose the Company to data loss, litigation and liability, which could adversely affect the Company's results of operations and financial condition. The Company collects and retains large volumes of data from employees and independent distributors, including credit card numbers and other personally identifiable information, for business purposes, including for transactional and promotional purposes, and its various information technology systems enter, process, summarize and report such data. The integrity and protection of this data is critical to the Company's business. The Company is subject to significant security and privacy regulations, as well as requirements imposed by the credit card industry. Maintaining compliance with these evolving regulations and requirements could be difficult and may increase the Company's expenses. In addition, a penetrated or compromised data system or the intentional, inadvertent or negligent release or disclosure of data could result in theft, loss or fraudulent or unlawful use of company, employee, distributor or guest data which could adversely affect the Company's reputation, disrupt its operations, or result in remedial and other costs, fines or lawsuits, which could have a material adverse effect on the Company's results of operations and financial condition. System failures could adversely affect the Company's results of operations and financial condition. Like many companies, the Company's business is highly dependent upon its information technology infrastructure (websites, accounting and manufacturing applications, and product and customer information databases) to manage effectively and efficiently the Company's operations, including order entry, customer billing, accurately tracking purchases and volume incentives and managing accounting, finance and manufacturing operations. The occurrences of natural disasters, security breaches or other unanticipated problems could result in interruptions in the Company's day-to-day operations that could adversely affect its business. A long-term failure or 17 Table of Contents impairment of any of the Company's information systems could have a material adverse effect on its results of operations and financial condition. For example, beginning in 2013, the Company began to significantly invest in its information technology systems. Included in this plan is the implementation of an Oracle ERP software to provide the Company with an integrated financial, manufacturing and reporting solution. The Company began the initial deployment of the Oracle ERP system on April 2, 2017, for the Company’s NSP Americas segment as well as other corporate operations. The implementation of the Oracle ERP system negatively impacted the Company’s net sales and profitability during the year ended December 31, 2017, primarily by causing wait times for calls into the Company's call center to be longer than usual and by causing difficulties within the Company's on-line product ordering system. These disruptions led to increased levels of customer and distributor attrition. Currency exchange rate fluctuations could adversely affect the Company's results of operation and financial condition. In 2017, the Company recognized approximately 58.8 percent of its net sales in markets outside the United States, the majority of which was recognized in each market’s respective local currency. The Company purchases inventory primarily in the United States in U.S. dollars. In preparing its financial statements, the Company translates net sales and expenses in foreign countries from their local currencies into U.S. dollars using average exchange rates. Because a majority of its sales are in foreign countries, exchange rate fluctuations may have a significant effect on its net sales and earnings. The Company's reported earnings have in the past been, and are likely to continue to be, significantly affected by fluctuations in currency exchange rates, with net sales and earnings generally increasing with a weaker U.S. dollar and decreasing with a strengthening U.S. dollar. The Company could incur obligations resulting from the activities of its independent distributors. The Company sells its products worldwide to a sales force of independent distributors who use the products themselves or resell them to customers. Independent distributors are not employees and operate their own business separate and apart from the Company, and the Company may not be able to control aspects of their activities that may impact the Company's business. If local laws and regulations, or the interpretation of locals laws and regulations, change and require the Company to treat its independent distributors as employees, or if its independent distributors are deemed by local regulatory authorities in one or more of the jurisdictions in which the Company operates to be its employees rather than independent contractors under existing laws and interpretations, the Company may be held responsible for a variety of obligations that are imposed upon employers relating to their employees, including employment related taxes and penalties, which could have a material adverse effect on the Company's results of operations and financial condition. The Company's independent distributors also operate in jurisdictions where local legislation and governmental agencies require it to collect and remit taxes such as sales tax or value-added taxes. In addition, there is the possibility that some jurisdictions could seek to hold the Company responsible for false product or income related claims or the actions of an independent distributor. If the Company was found to be responsible for any of these issues related to its independent distributors, it could have a material adverse effect on the Company's results of operations and financial condition. If the Company's independent distributors fail to comply with advertising laws, it could adversely affect the Company’s results of operations and financial condition. The advertisement of the Company's products is subject to extensive regulations in most of the markets in which the Company does business, including the United States. The Company's independent distributors may fail to comply with such regulations governing the advertising of the Company's products or business opportunity. In the U.S., the Company's products are sold principally as dietary supplements and cosmetics and are subject to rigorous FDA regulations limiting the types of therapeutic claims that can be made relating to the products. The treatment or cure of disease, for example, is not a permitted claim for the Company's products. In the U.S., the FTC is responsible for providing consumer protection by, among other things, investigating and initiating enforcement actions against business practices it deems deceptive or fraudulent. The FTC has in recent years investigated and initiated enforcement actions against direct selling companies for misleading representations relating to the earnings potential of an independent distributor within a company's compensation plan. Recently, private watchdog groups have increased their scrutiny of companies in the dietary supplement and direct selling industries with allegations of 18 Table of Contents false or misleading product and earnings claims. The goal of such private watchdog groups is to get the FTC to take enforcement action against business practices they believe are illegal. Despite the Company's efforts to train its independent distributors and its attempts to monitor its independent distributors’ marketing materials, the Company cannot ensure that all such materials comply with applicable regulations, including bans on therapeutic claims and earning claims. If the Company's independent distributors fail to comply with these restrictions, then the Company and its independent distributors could be subjected to claims of false advertising, misrepresentation, significant financial penalties, costly mandatory product recalls and relabeling requirements, any of which could have a material adverse effect on the Company's results of operations and financial condition. The Company may be adversely affected by changes to its independent distributor compensation plans. The Company modifies components of its compensation plans from time to time to keep its compensation plans competitive and attractive to existing and potential independent distributors, to address changing market dynamics, to provide incentives to its independent distributors that the Company believes will help grow its business, to conform to local regulations and to address other business needs. It is difficult to predict how such changes will be viewed by the Company’s independent distributors and whether such changes will achieve their desired results. Such changes could result in unintended or unforeseen negative economic and non-economic consequences to the Company's business, such as higher than anticipated costs or difficulty in attracting and retaining independent distributors, either of which could have a material adverse effect on the Company's results of operations and financial condition. Geopolitical issues, conflicts and other global events could adversely affect the Company's results of operations and financial condition. Because a substantial portion of the Company's business is conducted outside of the United States, its business is subject to global political issues and conflicts. Such political issues and conflicts could have a material adverse effect on the Company's results of operations and financial condition if they escalate in areas in which the Company does business. In addition, changes in and adverse actions by governments in foreign markets in which the Company does business could have a material adverse effect on the Company's results of operations and financial condition. Difficult economic conditions could adversely affect the Company's results of operations and financial condition. Consumer spending habits, including spending for the Company's products, are affected by, among other things, prevailing economic conditions, levels of employment, fuel prices, salaries and wages, the availability of consumer credit, consumer confidence and consumer perception of economic conditions. Economic slowdowns in the markets in which the Company does business may adversely affect consumer spending habits and demand for the Company's products, which may result in lower net sales in future periods. A prolonged global or regional economic downturn could have a material adverse effect on the Company's results of operations and financial condition. The Company's manufacturing activity is subject to certain risks. The Company manufactures a significant portion of the products sold at its manufacturing facility located in Spanish Fork, Utah. As a result, the Company is dependent upon the uninterrupted and efficient operation of its manufacturing facility in Spanish Fork and its distribution facilities throughout the country. The Company's manufacturing facilities and distribution facilities are subject to the risk of catastrophic loss due to, among other things, earthquake, fire, flood, terrorism or other natural or man-made disasters, as well as occurrence of significant equipment failures. If any of these facilities were to experience a catastrophic loss, it would be expected to disrupt the Company's operations and could have a material adverse effect on the Company's results of operations and financial condition. As the primary manufacturer of its own products, the Company is subject to FDA regulations on GMPs, which require the Company to maintain good manufacturing processes, including ingredient identification, manufacturing controls and record keeping. Compliance with these regulations has increased and may further increase the cost of manufacturing the Company's products. The Company's results of operations and financial condition could be materially adversely affected if regulatory authorities make determinations that the Company is 19 Table of Contents not in compliance with FDA regulations on GMPs. A finding of noncompliance may result in administrative warnings, penalties or actions impacting the Company's ability to continue selling certain products, which could have a material adverse effect on the Company's results of operations and financial condition. In addition, the Company contracts with third-party manufacturers to produce some of its vitamins, mineral and other nutritional supplements, personal care products and certain other miscellaneous products in accordance with the Company's specifications and standards. These contract manufacturers are subject to the same risks as the Company's manufacturing facility as noted above. In addition, while the Company has implemented stringent quality control procedures to verify that its contract manufacturers comply with its specifications and standards, the Company does not have full control over their manufacturing activities. Significant delays and defects in the Company's products resulting from the activities of its contract manufacturers may have a material adverse effect on the Company's results of operations and financial condition. Taxation and transfer pricing could adversely affect the Company's results of operations and financial condition. The Company is subject to foreign tax and intercompany pricing laws, including those relating to the flow of funds between the U.S. parent company and its foreign subsidiaries. These pricing laws are designed to ensure that appropriate levels of income and expense are reported by its U.S. and foreign entities, and that they are taxed appropriately. Regulators in the United States and in foreign markets closely monitor the Company's corporate structures, intercompany transactions, and how it effectuates intercompany fund transfers. The Company's effective tax rate could increase and its results of operations and financial condition could be materially adversely affected if regulators challenge the Company's corporate structures, transfer pricing methodologies or intercompany transfers. The Company is eligible to receive foreign tax credits in the United States for certain foreign taxes actually paid abroad. In the event any audits or assessments are concluded adversely to the Company, it may not be able to offset the consolidated effect of foreign income tax assessments through the use of U.S. foreign tax credits. Because the laws and regulations governing U.S. foreign tax credits are complex and subject to periodic legislative amendment, the Company may not be able to take advantage of any foreign tax credits in the future. In addition, changes in the amount of the Company's total and foreign source taxable income may also limit the Company's ability to take advantage of any foreign tax credits in the future. The various customs, exchange control and transfer pricing laws are continually changing, and are subject to the interpretation of governmental agencies. The Company collects and remits value-added taxes and sales taxes in jurisdictions and states in which it has determined that nexus exists. Other states may claim, from time to time, that the Company has state-related activities constituting a sufficient nexus to require the Company to collect and remit value-added taxes and sales taxes in their state, which would increase the Company's tax liability. Despite the Company's efforts to be aware of and to comply with such laws and changes to the interpretations thereof, it may not be able to continue to operate in compliance with such laws. The Company may need to adjust its operating procedures in response to these interpretational changes, and such changes could have a material adverse effect on its results of operations and financial condition. Comprehensive tax reform in the United States could adversely affect the Company's business and financial condition. In December 2017, the Tax Cuts and Jobs Act (the "Tax Reform Act") was enacted in the United States. The Tax Reform Act contains significant changes to corporate taxation, including reduction of the U.S. corporate tax rate from 35% to 21%, elimination of U.S. tax on foreign earnings (subject to certain important exceptions), one- time taxation of offshore earnings at reduced rates regardless of whether they are repatriated, limitation of the tax deduction for interest expense, immediate deductions for certain new investments instead of deductions for depreciation expense over time, and modifying or repealing many business deductions and credits. Notwithstanding the reduction in the corporate income tax rate, the overall impact of the Tax Reform Act is uncertain, and the Company's business and financial condition could be adversely affected. This annual report does not discuss the Tax Reform Act in depth or the manner in which it might affect holders of the Company's common stock. The Company urges stockholders to consult with their legal and tax advisors with respect to the Tax Reform Act and the potential tax consequences of investing in the Company's common stock. 20 Table of Contents Availability and integrity of raw materials could become compromised. The Company acquires all of its raw materials for the manufacture of its products from third-party suppliers. If the Company loses a significant supplier and experience difficulties in finding or transitioning to an alternative supplier, the Company could experience shortages or product back orders, which could have a material adverse effect on the Company's results of operations and financial condition. Suppliers may be unable to provide the Company with the raw materials in the quantities and at the appropriate quality that it requires or at a price the Company is willing to pay. The Company could incur delays caused by an interruption in the production of these materials including weather, crop conditions, climate change, transportation interruptions and natural disasters or other catastrophic events outside of the control of the Company and its suppliers. Occasionally, the Company's suppliers have experienced production difficulties with respect to its products, including the delivery of materials or products that do not meet the Company's quality control standards. These quality problems could have a material adverse effect on the Company's results of operations and financial condition. The Company's business is involved in an industry with intense competition. The Company operates in an industry with numerous manufacturers, distributors and retailers of nutritional products. The market for these products is intensely competitive. Many of the Company's competitors are significantly larger, have greater financial resources, and have better name recognition than the Company. The Company also relies on independent distributors to market and sell its products through direct selling techniques, as well as sponsoring other independent distributors. The Company competes with other direct selling companies to retain existing independent distributors and attract new independent distributors. In addition, the Company currently does not have significant patent or other proprietary protection, and competitors may introduce products with the same or similar ingredients that the Company uses in its products. As a result, the Company may have difficulty differentiating its products from its competitors’ products and other competing products that enter the nutritional market. Increased competition could have a material adverse effect on the Company's results of operations and financial condition. The Company's business is subject to the effects of adverse publicity and negative public perception. The Company's ability to attract and retain independent distributors, as well as its ability to maintain or grow sales in the future, may be affected by adverse publicity or negative public perception with regard to its industry, its competition, its direct selling model, the quality or efficacy of nutritional product supplements and ingredients, and its business generally, which could have a material adverse effect on the Company's financial condition and results of operations. Product liability claims could adversely affect the Company's business. As a manufacturer and distributor of products that are ingested, the Company could face product liability claims if, among other things, the use of its products is alleged to result in injury to a consumer. The Company carries product liability insurance coverage; however, such insurance may not be sufficient to cover one or more large claims or the insurer may successfully disclaim coverage as to a pending or future claim, which could have a material adverse effect on the Company's results of operations and financial condition. The Company's business is subject to intellectual property risks. Most of the Company's products are not protected by patents. Restrictive regulations governing the precise labeling of ingredients and percentages for nutritional supplements, the large number of manufacturers that produce products with many active ingredients in common and the rapid change and frequent reformulation of products generally make obtaining patent protection for the Company's products impractical. The Company has other intellectual property that it considers valuable, including trademarks for the Nature’s Sunshine Products name and logo as well as the Synergy WorldWide name. The Company's efforts to protect its intellectual property may be unsuccessful and third parties may assert claims against the Company for infringement of intellectual property rights, which could result in the Company being required to obtain costly licenses for such rights, to pay royalties or 21 Table of Contents to terminate its manufacturing of infringing products, any or all of which could have a material adverse effect on the Company's results of operation and financial condition. Failure of third party support could adversely impact the Company's sales and profitability. The Company has contracted with third-parties in some of its markets to distribute its products and provide support services its independent distributors. The Company relies on these third parties to perform various required administrative functions in support of its independent distributors. Any failure of these third parties in this regard could result in the disruption of the Company's business in these markets and have a material adverse effect on the Company's results of operations and financial condition. 22 Table of Contents Item 1B. Unresolved Staff Comments None. Item 2. Properties The Company's corporate offices are located in Lehi, Utah, and consist of approximately 66,000 square feet. These facilities are leased from an unaffiliated third party through a lease agreement which expires in 2018. The Company's Synergy corporate offices are located in Pleasant Grove, Utah, and consist of approximately 21,000 square feet. The Company has entered into a new lease consisting of approximately 61,000 square feet in Lehi, Utah, and anticipates relocating its corporate offices and Synergy offices in 2018. The Company's principal warehousing and manufacturing facilities are housed in a building consisting of approximately 270,000 square feet and located on approximately 10 acres in Spanish Fork, Utah. These facilities are owned by the Company and support all of its business segments. The Company leases properties used primarily as distribution warehouses located in Georgia, Ohio, Texas and Utah, as well as offices and distribution warehouses in the majority of the countries in which it does business. During 2017, 2016 and 2015, the Company incurred lease expense of approximately $7.4 million, $6.6 million, and $6.3 million, respectively. The Company believes that its current facilities are adequate for its business operations. Item 3. Legal Proceedings The Company is party to various legal proceedings. Management cannot predict the ultimate outcome of these proceedings, individually or in the aggregate, or their resulting effect on the Company’s business, financial position, results of operations or cash flows as litigation and related matters are subject to inherent uncertainties, and unfavorable rulings could occur. Were an unfavorable outcome to occur, there exists the possibility of a material adverse impact on the business, financial position, results of operations, or cash flows for the period in which the ruling occurs and/or future periods. The Company maintains product liability, general liability and excess liability insurance coverage. However, no assurances can be given that such insurance will continue to be available at an acceptable cost to the Company, that such coverage will be sufficient to cover one or more large claims, or that the insurers will not successfully disclaim coverage as to a pending or future claim. Item 4. Mine Safety Disclosures Not applicable. Table of Contents PART II Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities Market and Share Prices The Company's common stock is traded on the NASDAQ Global Market (symbol “NATR”). The following table summarizes the quarterly high and low market prices of the Company's common stock for the years ended December 31, 2017 and 2016: 2017 First Quarter Second Quarter Third Quarter Fourth Quarter 2016 First Quarter Second Quarter Third Quarter Fourth Quarter Market Prices High Low 14.48 13.55 13.20 12.80 $ $ $ $ 8.80 8.40 9.35 8.70 Market Prices High Low 10.30 11.77 16.05 16.45 $ $ $ $ 7.15 8.50 9.48 11.10 $ $ $ $ $ $ $ $ The approximate number of shareholders of record of the Company's common shares as of February 17, 2018, was 750. This number of holders of record does not represent the actual number of beneficial owners of the Company's common shares because shares are frequently held in “street name” by securities dealers and others for the benefit of individual owners who have the right to vote their shares. Recent Sales of Unregistered Securities None. Dividends There were 727 shareholders of record as of December 31, 2017. The declaration of future dividends is subject to the discretion of the Company’s Board of Directors and will depend upon various factors, including the Company’s earnings, financial condition, restrictions imposed by any indebtedness that may be outstanding, cash requirements, future prospects and other factors deemed relevant by its Board of Directors. On February 24, 2016, the Company announced a cash dividend of $0.10 per common share, in an aggregate amount of $1.9 million, that was paid on March 22, 2016, to shareholders of record on March 11, 2016. On May 10, 2016, the Company announced a cash dividend of $0.10 per common share in an aggregate amount of $1.9 million that was paid on June 6, 2016, to shareholders of record on May 25, 2016. On August 5, 2016, the Company announced a cash dividend of $0.10 per common share, in an aggregate amount of $1.9 million, that was paid on September 2, 2016, to shareholders of record on August 23, 2016. On November 2, 2016, the Company announced a cash dividend of $0.10 per common share, in an aggregate amount of $1.9 million, that was paid on December 5, 2016, to shareholders of record on November 23, 2016. On March 7, 2017, the Company announced a cash dividend of $0.10 per common share in the aggregate of $1.8 million, which was paid on April 3, 2017, to shareholders of record as of March 22, 2017. On May 10, 2017, the Company announced that its Board of Directors elected to suspend the payment of quarterly dividends. The Company's Board of Directors will periodically evaluate the Company’s dividend policy in the future. The declaration of future dividends is subject to the discretion of the Company’s Board of Directors and will depend upon various 24 Table of Contents factors, including the Company’s earnings, financial condition, restrictions imposed by any indebtedness that may be outstanding, cash requirements, future prospects and other factors deemed relevant by the Company's Board of Directors. Securities Authorized for Issuance Under Equity Compensation Plans The following table contains information regarding the Company’s equity compensation plans as of December 31, 2017: Plan category Number of securities to be issued upon exercise or vesting of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)) (a) (b) (c) Equity compensation plans approved by security holders (1) 2,118,129 $ 12.06 923,410 ________________________________________________________________________ (1) Consists of two plans: The Nature’s Sunshine Products, Inc. 2012 Stock Incentive Plan (the “2012 Incentive Plan”), and the Nature’s Sunshine Products, Inc. 2009 Stock Incentive Plan (the “2009 Incentive Plan”). The 2012 Incentive Plan was approved by the Company's shareholders on August 1, 2012, and an amendment to the 2012 Incentive Plan was approved by the Company's shareholders on January 14, 2015, to increase the number of shares available for issuance under the 2012 Incentive Plan by 1,500,000. The 2009 Incentive Plan was approved by the Company's shareholders on November 6, 2009. The terms of these plans are summarized in Note 11, “Capital Transactions”, of the Notes to Consolidated Financial Statements in Item 8, Part 2 of this report. Performance Graph The graph below depicts the Company's common stock as an index, assuming $100.00 was invested on December 31, 2012, along with the composite prices of companies listed on the NASDAQ Stock Market and the Company's peer group. Standard & Poor’s Investment Services has provided this information. The comparisons in the graph are required by regulations of the SEC, and are not intended to forecast or be indicative of the possible future performance of the Company's common stock. The publicly-traded companies that comprise this peer group include Herbalife International, Ltd., NuSkin Enterprises, Inc. and USANA Health Sciences, Inc. The Company considers these companies to be its peer group as they have similar product lines and distribution techniques. 25 Table of Contents The material in this section captioned “Performance Graph” is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall the material in this section be deemed to be incorporated by reference in any registration statement or other document filed with the SEC under the Securities Act of 1933, except to the extent the Company specifically and expressly incorporates it by reference into such filing. 12/31/2012 12/31/2013 12/31/2014 12/31/2015 12/31/2016 12/31/2017 Nature’s Sunshine Products, Inc. $ 100.00 $ 132.97 $ 128.68 $ 90.73 $ 139.18 $ NASDAQ Index Peer Group 100.00 100.00 140.12 290.87 160.78 133.66 171.97 161.02 187.22 162.56 108.24 242.71 225.94 Item 6. Selected Financial Data The selected financial data presented below is summarized from the Company's results of consolidated operations for each of the five years in the period ended December 31, 2017, as well as selected consolidated balance sheet data as of December 31, 2017, 2016, 2015, 2014, and 2013. (Dollar and Share Amounts in Thousands, Except for Per Share Information and Other Information) 26 Table of Contents Consolidated Statement of Operations Data Net sales Cost of sales Gross profit Operating expenses: Volume incentives Selling, general and administrative Operating income Other income (expense), net Income before income taxes Provision for income taxes Net income (loss) from continuing operations Income (loss) from discontinued operations Net income (loss) Loss attributable to noncontrolling interests Net income (loss) attributable to common shareholders Consolidated Balance Sheet Data Cash and cash equivalents Working capital Inventories Property, plant and equipment, net Total assets Long-term liabilities Total shareholders’ equity Summary Cash Flow Information Operating activities Investing activities Financing activities Year Ended December 31, $ $ 2017 342,029 (91,037) 250,992 $ 2016 341,159 (90,937) 250,222 $ 2015 324,705 (85,345) 239,360 $ 2014 366,367 (91,584) 274,783 2013 369,826 (92,344) 277,482 119,970 129,635 1,387 1,835 3,222 17,039 (13,817) — (13,817) (875) (12,942) $ 119,910 120,273 10,039 (773) 9,266 8,591 675 — 675 (1,464) 2,139 $ 117,786 107,702 135,808 119,927 135,516 118,383 13,872 (592) 13,280 1,740 11,540 2,116 13,656 (1,031) 14,687 $ 19,048 (34) 19,014 (743) 19,757 (9,957) 9,800 (219) 10,019 23,583 1,993 25,576 7,923 17,653 (44) 17,609 — $ 17,609 2017 42,910 48,852 44,047 69,106 195,195 21,806 119,732 December 31, 2016 2015 2014 2013 $ 32,284 $ 41,420 $ 58,699 $ 31,466 47,597 73,272 205,570 10,137 132,398 48,382 38,495 68,728 200,520 11,119 136,265 63,340 40,438 51,343 196,799 9,933 128,957 77,247 80,025 41,910 32,022 199,612 25,784 105,259 Year Ended December 31, $ 2017 10,524 (3,204) 1,573 2016 2015 2014 2013 $ 3,417 (11,532) (286) $ 10,162 (18,592) (7,578) $ 14,182 (26,674) (5,076) 29,378 (8,564) (21,331) $ $ $ 27 Table of Contents Common Share Summary Cash dividends per share (1) Basic and diluted earnings per share Year Ended December 31, 2017 2016 2015 2014 2013 $ 0.10 $ 0.40 $ 0.40 $ 1.90 $ 1.90 Basic weighted average number of shares Diluted weighted average number of shares 18,882 18,882 18,731 19,056 18,656 19,177 17,108 17,641 15,997 16,390 Basic earnings (loss) per share attributable to common shareholders: Net income (loss) from continuing operations Income (loss) from discontinued operations Net income (loss) attributable to common shareholders Diluted earnings (loss) per share attributable to common shareholders: Net income (loss) from continuing operations Income (loss) from discontinued operations Net income (loss) attributable to common shareholders $ $ $ $ $ $ (0.69) $ — $ (0.69) $ 0.11 $ — $ 0.11 $ (0.69) $ — $ 0.11 $ — $ 0.67 0.11 0.79 0.66 0.11 (0.69) $ 0.11 $ 0.77 $ $ $ $ $ $ $ 1.15 (0.57) $ $ 0.58 1.10 — 1.10 1.12 $ (0.56) $ 1.08 (0.01) 0.56 $ 1.07 ________________________________________________________________________ (1) — 2014 and 2013 include a special cash dividend of $1.50 per share paid on September 19, 2014 and August 29, 2013, respectively. Other Information Square footage of property in use Number of employees December 31, 2017 690,716 911 2016 2015 2014 689,945 703,696 754,548 972 901 964 2013 771,439 1,010 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion highlights the principal factors that have affected the Company's financial condition, results of operations, liquidity and capital resources for the periods described. This discussion should be read in conjunction with the Company's consolidated financial statements and the related notes in Item 8 of this report. This discussion contains forward- looking statements. Please see “Cautionary Note Regarding Forward-Looking Statements” for the risks, uncertainties and assumptions associated with these forward-looking statements. OVERVIEW The Company's Business, Industry and Target Market The Company is a natural health and wellness company primarily engaged in the manufacturing and direct selling of nutritional and personal care products. The Company has four business segments that are divided based on the different characteristics of their distributor and customer bases, distributor compensation plans and product formulations, as well as the internal organization of its officers and their responsibilities and business operations. Three business segments operate under the Nature’s Sunshine Products brand (NSP Americas; NSP Russia, Central and Eastern Europe; and NSP China), and one business segment operates under the Synergy® WorldWide brand. The NSP Russia, Central and Eastern Europe segment also includes the Company’s wholesale business, in which the Company sells its products to various locally-managed entities independent of the Company that the Company has granted distribution rights for the relevant market. In the fourth quarter of 2017, the Company moved the reporting of its wholesale business, in which the Company sells its products to a locally managed entity independent of the Company that has distribution rights for the market, from the China 28 Table of Contents and New Markets segment to the NSP Russia, Central and Eastern Europe segment. The net sales and contribution margin for the years ended December 31, 2016 and 2015 were recast to reflect that change. The Company’s independent distributors market and sell the Company's products to customers and sponsor other independent distributors who also market the Company's products to customers. The Company's sales are highly dependent upon the number and productivity of its independent distributors. Growth in sales volume generally requires an increase in the productivity of the Company's independent distributors and/or growth in the total number of its independent distributors. The Company seeks to motivate and provide incentives to its independent distributors by offering high quality products and providing its independent distributors with product support, training seminars, sales conventions, travel programs and financial incentives. In 2017, the Company experienced an increase in its consolidated net sales of 0.3 percent (and a decrease of 0.2 percent in local currencies) compared to 2016. NSP Russia, Central and Eastern Europe net sales increased approximately 7.3 percent compared to 2016. Synergy WorldWide net sales decreased approximately 0.8 percent compared to 2016 (or 1.7 percent in local currencies). NSP Americas net sales decreased approximately 5.6 percent compared to 2016 (or 5.7 percent in local currencies). NSP China net sales increased approximately 91.4 percent compared to 2016. The Company made a significant investment in its information systems of approximately $48.0 million as of December 31, 2017, and began the initial implementation of the Oracle ERP system on April 2, 2017, for the Company’s NSP Americas segment as well as other corporate operations. The implementation of the Oracle ERP system negatively impacted net sales and profitability during 2017, primarily by causing wait times for calls into the Company's call center to be longer than usual and by causing difficulties within the Company's on-line product ordering system. While the Company has addressed these issues, customer attrition rates increased. In absolute terms, selling, general and administrative expenses increased $9.4 million during 2017, and increased as a percentage of net sales to 37.9 percent from 35.3 percent in 2016. The percentage increase was primarily the result of independent service fees in China, building the Company's China infrastructure, Oracle ERP depreciation and the reduction in internally capitalized costs related to Oracle. The Company distributes its products to consumers through an independent sales force comprised of independent Managers and Distributors, many of whom also consume the Company's products. Typically a person who joins the Company’s independent sales force begins as a Distributor. An independent Distributor may earn Manager status by attaining certain product sales levels. On a worldwide basis, active independent Managers were approximately 13,000 and 12,900 and active independent Distributors and customers were approximately 230,900 and 241,500 at December 31, 2017 and 2016, respectively. As an international business, the Company has significant sales and costs denominated in currencies other than the U. S. Dollar. Sales in international markets in foreign currencies are expected to continue to represent a substantial portion of the Company's sales. Likewise, the Company expects its foreign markets with functional currencies other than the U.S. Dollar will continue to represent a substantial portion of its overall sales and related operating expenses. Accordingly, changes in foreign currency exchange rates could materially affect sales and costs or the comparability of sales and costs from period to period as a result of translating the market's financial statements into its reporting currency. Critical Accounting Policies and Estimates The Company's consolidated financial statements have been prepared in accordance with U.S. GAAP and form the basis for the following discussion and analysis on critical accounting policies and estimates. The preparation of these financial statements requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On a regular basis, management evaluate its estimates and assumptions. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates and those differences could have a material effect on the Company's financial position and results of operations. Management has discussed the development, selection and disclosure of these estimates with the Board of Directors and its Audit Committee. A summary of the Company's significant accounting policies is provided in Note 1 of the Notes to Consolidated Financial Statements in Item 8 of this report. Management believes the critical accounting policies and estimates described below reflect its more significant estimates and assumptions used in the preparation of the Company's consolidated financial 29 Table of Contents statements. The impact and any associated risks on the Company's business that are related to these policies are also discussed throughout this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” where such policies affect reported and expected financial results. Revenue Recognition Net sales and related volume incentive expenses are recorded when persuasive evidence of an arrangement exists, collectability is reasonably assured, the amount is fixed and determinable, and title and risk of loss have passed. The amount of the volume incentive is determined based upon the amount of qualifying purchases in a given month. Amounts received for undelivered merchandise are recorded as deferred revenue. From time to time, the Company’s U.S. operations extend short-term credit associated with product promotions. In addition, for certain of the Company’s international operations, the Company offers credit terms consistent with industry standards within the country of operation. Payments to independent Managers and Distributors for sales incentives or rebates are recorded as a reduction of revenue. Payments for sales incentives and rebates are calculated monthly based upon qualifying sales. Membership fees are deferred and amortized as revenue over the life of the membership, primarily one year. A reserve for product returns is recorded based upon historical experience. The Company allows independent Managers or Distributors to return the unused portion of products within ninety days of purchase if they are not satisfied with the product. In some of the Company’s markets, the requirements to return product are more restrictive. Sales returns for the years 2017, 2016 and 2015, were $1.6 million, $1.4 million, and $1.2 million, respectively. Accounts Receivable Allowances Accounts receivable have been reduced by an allowance for amounts that may be uncollectible in the future. This estimated allowance is based primarily on the aging category, historical trends and management’s evaluation of the financial condition of the customer. This reserve is adjusted periodically as information about specific accounts becomes available. Inventories Inventories are adjusted to lower of cost and net realizable value, using the first-in, first-out method. The components of inventory cost include raw materials, labor and overhead. To estimate any necessary adjustments, various assumptions are made in regard to excess or slow-moving inventories, non-conforming inventories, expiration dates, current and future product demand, production planning and market conditions. If future demand and market conditions are less favorable than management's assumptions, additional inventory adjustments could be required. Self-Insurance Liabilities The Company self-insures for certain employee medical benefits. The recorded liabilities for self-insured risks are calculated using actuarial methods and are not discounted. The liabilities include amounts for actual claims and claims incurred but not reported. Actual experience, including claim frequency and severity as well as health care inflation, could result in actual liabilities being more or less than the amounts currently recorded. In 2017, the Company secured commercial insurance for product liability related claims. Property, Plant and Equipment Property, plant and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Estimated useful lives for buildings range from 20 to 50 years; building improvements range from 7 to 10 years; machinery and equipment range from 2 to 10 years; computer software and hardware range from 3 to 10 years; and furniture and fixtures range from 2 to 5 years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the related assets. Maintenance and repairs are expensed as incurred and major improvements are capitalized. Impairment of Long-Lived Assets The Company reviews its long-lived assets, such as property, plant and equipment and intangible assets for impairment when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. It may use an estimate of future undiscounted net cash flows of the related assets or groups of assets over their remaining lives in measuring whether the assets are recoverable. An impairment loss is calculated by determining the difference between the carrying values 30 Table of Contents and the fair values of these assets. During the year ended December 31, 2016, the Company reclassified one of its properties in Utah as held-for-sale and recorded an impairment on the asset of $0.2 million. During the year ended December 31, 2015, the Company received $1.3 million in net proceeds from the sales of its fixed assets in Venezuela, which is included in the results from discontinued operations. Incentive Trip Accrual The Company accrues for expenses associated with its direct sales program, which rewards independent Managers and Distributors with paid attendance for incentive trips, including Company conventions and meetings. Expenses associated with incentive trips are accrued over qualification periods as they are earned. It specifically analyzes incentive trip accruals based on historical and current sales trends as well as contractual obligations when evaluating the adequacy of the incentive trip accrual. Actual results could generate liabilities more or less than the amounts recorded. The Company accrued incentive trip costs of approximately $5.0 million and $5.1 million at December 31, 2017 and 2016, respectively, which are included in accrued liabilities in the consolidated balance sheets. Contingencies The Company is involved in certain legal proceedings. When a loss is considered probable in connection with litigation or non-income tax contingencies and when such loss can be reasonably estimated, the Company records its best estimate within a range related to the contingency. If there is no best estimate, the Company records the minimum of the range. As additional information becomes available, the Company assesses the liability related to the contingency and revises the estimates. Revision in estimates of the liabilities could materially affect the Company's results of operations in the period of adjustment. The Company's contingencies are discussed in further detail in Note 14, “Commitments and Contingencies”, of the Notes to Consolidated Financial Statements, in Item 8, Part 2 of this report. Income Taxes The Company’s income tax expense, deferred tax assets and liabilities, and contingent reserves reflect management’s best assessment of estimated future taxes to be paid. The Company is subject to income taxes in both the United States and numerous foreign jurisdictions. Significant judgments and estimates are required in determining the Company’s consolidated income tax expense. Deferred income taxes arise from temporary differences between the tax and financial statement recognition of revenue and expense. In evaluating the Company’s ability to recover its deferred tax assets, management considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. In projecting future taxable income, the Company develops assumptions including the amount of future state, federal and foreign pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income, and are consistent with the plans and estimates that the Company is using to manage the underlying businesses. Valuation allowances are recorded as reserves against net deferred tax assets by the Company when it is determined that net deferred tax assets are not likely to be realized in the foreseeable future. As of December 31, 2017 and 2016, the Company had recorded valuation allowances of $24.0 million and $11.3 million, respectively, as offsets to its deferred tax assets. At December 31, 2017, foreign subsidiaries had unused operating loss carryovers for tax purposes of approximately $13.8 million. The net operating losses will expire at various dates from 2018 through 2027, with the exception of those in some foreign jurisdictions where there is no expiration. As of December 31, 2017, the Company had approximately $14.6 million of foreign tax and withholding credits. Of the $14.6 million credits, $14.2 million are foreign tax credits, most of which expire in 2024 and all of which are fully offset by a valuation allowance. On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (Tax Reform Act). The Tax Reform Act alters U.S. corporate income taxation in a number of significant ways including lowering the corporate income tax rate from 35% to 21%, implementing a quasi-territorial tax regime by providing a 100% Dividends Received Deduction (“DRD”) of foreign dividends, imposing a one-time transition tax on deemed repatriated post-1986 undistributed earnings of foreign subsidiaries and revising or eliminating various tax deductions. Accordingly, the U.S. deferred tax assets and liabilities have been re-measured based on the new, lower corporate income tax rate that will apply after December 31, 2017. Foreign deferred tax assets and liabilities were not impacted. Future changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in later periods. Management is not 31 Table of Contents aware of any such additional changes that would have a material effect on the Company’s results of operations, cash flows or financial position. The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across its global operations. Income tax positions must meet a more-likely- than-not recognition threshold to be recognized. Share-Based Compensation The Company recognizes all share-based payments to Directors and employees, including grants of stock options and restricted stock units, in the statement of operations based on their grant-date fair values. It records compensation expense over the vesting period of the stock options based on the fair value of the stock options on the date of grant. PRESENTATION Net sales represents gross sales including shipping and handling offset by volume rebates given to independent Managers, Distributors and customers. Volume rebates as a percentage of retail sales may vary by country, depending upon regulatory restrictions that limit or otherwise restrict rebates. The Company also offers reduced volume rebates with respect to certain products and promotions worldwide. The Company's gross profit consists of net sales less cost of sales, which represents its manufacturing costs, the price it pays to its raw material suppliers and manufacturers of its products, and duties and tariffs, as well as shipping and handling costs related to product shipments and distribution to its independent Managers, Distributors and customers. Volume incentives are a significant part of the Company's direct sales marketing program, and represent commission payments made to its independent Managers and Distributors. These payments are designed to provide incentives for reaching higher sales levels through their own sales and the sales of other independent distributors in their sales organization. Volume incentives vary slightly, on a percentage basis, by product due to the Company's pricing policies and commission plans in place in its various operations. Selling, general and administrative expenses represent the Company's operating expenses, components of which include labor and benefits, sales events, professional fees, travel and entertainment, Distributor marketing, occupancy costs, communication costs, bank fees, independent service fees paid to independent service in China, depreciation and amortization, and other miscellaneous operating expenses. Most of the Company's sales to independent Distributors outside the United States are made in the respective local currencies. In preparing its financial statements, the Company translates sales into U.S. dollars using average exchange rates. Additionally, the majority of the Company's purchases from its suppliers generally are made in U.S. dollars. Consequently, a strengthening of the U.S. dollar versus a foreign currency can have a negative impact on the Company's reported sales and contribution margins and can generate transaction losses on intercompany transactions. 32 Table of Contents RESULTS OF OPERATIONS The following table summarizes the Company's consolidated net income (loss) from continuing operations results as a percentage of net sales for the periods indicated: Net sales Cost of sales Gross profit Operating expenses: Volume incentives Selling, general and administrative Operating income Other income (expense): Interest and other income, net Interest expense Foreign exchange gains (losses), net Income before provision for income taxes Provision for income taxes Year Ended December 31, 2017 100.0 % (26.6) 73.4 2016 2015 100.0% (26.7) 73.3 100.0% (26.3) 73.7 35.1 37.9 0.4 — (0.1) 0.6 0.5 0.9 5.0 35.1 35.3 2.9 0.2 — (0.4) (0.2) 2.7 2.5 36.3 33.2 4.3 0.5 — (0.6) (0.2) 4.1 0.5 Net income (loss) from continuing operations (4.1)% 0.2% 3.6% Net Sales The Company’s international operations have provided, and are expected to continue to provide, a significant portion of its total net sales. As a result, total net sales will continue to be affected by fluctuations in the U.S. dollar against foreign currencies. In order to provide a framework for assessing how its underlying businesses performed excluding the effect of foreign currency fluctuations, in addition to comparing the percent change in net sales from one period to another in U.S. dollars, it presents net sales excluding the impact of foreign exchange fluctuations, which compares the percentage change in net sales from one period to another period by excluding the effects of foreign currency exchange as shown below. Net sales excluding the impact of foreign exchange fluctuations is not a U.S. GAAP financial measure and removes from net sales in U.S. dollars the impact of changes in exchange rates between the U.S. dollar and the functional currencies of its foreign subsidiaries, by translating the current period net sales into U.S. dollars using the same foreign currency exchange rates that were used to translate the net sales for the previous comparable period. The Company believes presenting the impact of foreign currency fluctuations is useful to investors because it allows a more meaningful comparison of net sales of its foreign operations from period to period. However, net sales excluding the impact of foreign currency fluctuations should not be considered in isolation or as an alternative to net sales in U.S. dollar measures that reflect current period exchange rates, or to other financial measures calculated and presented in accordance with U.S. GAAP. Throughout the last five years, foreign currency exchange rates have fluctuated significantly. See Item 7A. Quantitative and Qualitative Disclosures about Market Risk. Year Ended December 31, 2017, as Compared to the Year Ended December 31, 2016 Net Sales The following table summarizes the changes in the Company's net sales by operating segment with a reconciliation to net sales, excluding the impact of currency fluctuations, for the years ended December 31, 2017 and 2016 (dollar amounts in thousands). 33 Table of Contents NSP Americas: NSP North America NSP Latin America Net Sales by Operating Segment 2017 2016 Percent Change Impact of Currency Exchange Percent Change Excluding Impact of Currency $ 140,405 $ 148,048 (5.2)% $ 25,612 166,017 27,874 175,922 (8.1)% (5.6)% 213 (15) 198 (5.3)% (8.1)% (5.7)% NSP Russia, Central and Eastern Europe 32,190 29,998 7.3 % 197 6.7 % Synergy WorldWide: Synergy Asia Pacific Synergy Europe Synergy North America 89,329 23,529 10,975 89,694 24,328 10,771 123,833 124,793 (0.4)% (3.3)% 1.9 % (0.8)% 743 455 — 1,198 (1.2)% (5.2)% 1.9 % (1.7)% NSP China 19,989 10,446 91.4 % — 91.4 % $ 342,029 $ 341,159 0.3 % $ 1,593 (0.2)% Consolidated net sales for the year ended December 31, 2017, were $342.0 million compared to $341.2 million in 2016, or an increase of approximately 0.3 percent. The increase was primarily related to product sales in NSP China, growth in NSP Russia, Central and Eastern Europe, and continued growth in Synergy Japan. Growth in these markets was offset by declines in the NSP Americas market, and Synergy Europe and Asia markets. Excluding the unfavorable impact of foreign currency exchange rate fluctuations, the Company's consolidated net sales for the year ended December 31, 2017 would have decreased by 0.2 percent percent, from 2016. NSP Americas Net sales related to NSP Americas for the year ended December 31, 2017, were $166.0 million compared to $175.9 million for 2016, a decrease of 5.6 percent. Net sales declined primarily due to interruptions in customer service associated with the implementation of the Oracle ERP system, which began in the Company's NSP America's segment at the beginning of the second quarter of 2017, which caused disruption in the Company's call center and online product ordering system. While the Company has addressed these issues, customer attrition rates increased. As a result, the Company believes the baseline in NSP Americas has been set at a lower level. In local currency, net sales decreased by 5.7 percent compared to 2016. Fluctuations in foreign exchange rates had a $0.2 million favorable impact on net sales for the year ended December 31, 2017. Active independent Managers within NSP Americas totaled approximately 5,600 and 6,400 at December 31, 2017 and 2016, respectively. Active independent Distributors and customers within NSP Americas totaled approximately 106,900 and 121,200 at December 31, 2017 and 2016, respectively. The issues associated with the implementation of the Oracle ERP system negatively impacted the Company's ability to attract new Distributors and customers, and retain existing Distributors and customers, which was a significant cause for the decrease in the number of independent Managers, Distributors and customers. Independent Managers were down 12.5 percent, and active independent Distributors and customers were down 11.8 percent, compared to the prior year. Notable activity in the following markets contributed to the results of NSP Americas: In the United States, net sales decreased approximately $7.4 million, or 5.4 percent, for the year ended December 31, 2017, compared to 2016. The decrease was primarily due to the issues associated with the implementation of the Oracle ERP system in the Company's NSP Americas segment at the beginning the second quarter of 2017, which impacted net sales through the remainder of 2017. 34 Table of Contents In Latin America, net sales decreased approximately $2.3 million, or 8.1 percent, for the year ended December 31, 2017, compared to 2016. In local currency, net sales decreased 8.1 percent compared to 2016. Currency devaluation had a de minimus impact on net sales for the year ended December 31, 2017. The decrease in net sales was primarily due to the issues associated with the implementation of the Oracle ERP system in the Company's NSP Americas segment at the beginning of the second quarter of 2017, which impacted net sales through the remainder of 2017. Net sales in Latin America continues to be negatively impacted by changing regulations for product registration that affect the Company's ability to sell some of its products in certain countries in Latin America. NSP Russia, Central and Eastern Europe Net sales related to NSP Russia, Central and Eastern Europe markets were $32.2 million for the year ended December 31, 2017, compared to $30.0 million for 2016, a increase of 7.3 percent. Active independent Managers within NSP Russia, Central and Eastern Europe totaled approximately 3,200 and 2,800 as of December 31, 2017 and 2016, respectively. Active independent Distributors and customers within NSP Russia, Central and Eastern Europe totaled approximately 68,600 and 66,700 as of December 31, 2017 and 2016, respectively. Net sales increased primarily as a result of the relative stabilization of Russian ruble against the U.S. dollar and product promotions that have improved distributor engagement. Synergy WorldWide Synergy WorldWide reported net sales for the year ended December 31, 2017, of $123.8 million, compared to $124.8 million for 2016, a decrease of 0.8 percent. Fluctuations in foreign exchange rates had a $1.2 million favorable impact on net sales for the year ended December 31, 2017. Excluding the impact of fluctuations in foreign exchange rates, local currency net sales in Synergy WorldWide would have decreased by 1.7 percent percent from 2016. Active independent Managers within Synergy WorldWide totaled approximately 4,200 and 3,700 at December 31, 2017 and 2016, respectively. Active independent Distributors and customers within Synergy WorldWide totaled approximately 55,400 and 53,600 at December 31, 2017 and 2016, respectively. Notable activity in the following markets contributed to the results of Synergy WorldWide: In South Korea, net sales decreased approximately $5.6 million, or 9.7 percent, for the year ended December 31, 2017, compared to 2016. In local currency, net sales decreased 12.1 percent compared to 2016. The decrease in local currency net sales was primarily due to a reduction in distributor engagement as well as geopolitical tension and economic conditions in the region during the first six months of 2017. In Japan, net sales increased approximately $6.8 million, or 45.3 percent, for the year ended December 31, 2017, compared to 2016. Fluctuations in foreign exchange rates had $0.7 million favorable impact on net sales for the year ended December 31, 2017. In local currency, net sales increased 50.3 percent for the year ended December 31, 2017, compared to 2016. The Company attributes the increase in net sales in Japan primarily to the introduction of new products and the implementation of programs intended to stimulate activity, including the adoption of Korea's distributor recognition program, which had a positive impact on market sales volume in the year ended December 31, 2017. In Europe, net sales decreased approximately $0.8 million, or 3.3 percent, for the year ended December 31, 2017, compared to 2016. Fluctuations in foreign exchange rates, had a $0.5 million favorable impact on net sales for the year ended December 31, 2017. In local currency, net sales decreased 5.2 percent for the year ended December 31, 2017, compared to 2016. The decrease in local currency net sales is primarily due to market saturation and a reduction in sales activity in the market's Scandinavian countries. In North America, net sales increased approximately $0.2 million, or 1.9 percent, for the year ended December 31, 2017, compared to 2016. The increase in net sales was primarily driven by successful initiatives to expand its customer base. NSP China NSP China had net sales for the year ended December 31, 2017, of $20.0 million, compared to $10.4 million for 2016, an increase of 91.4 percent. Net sales were positively impacted by the Company receiving its direct selling license in May 2017, which allows the Company to expand its business scope to include direct selling activities within China. Further information related to NSP Americas, NSP Russia, Central and Eastern Europe, Synergy WorldWide, and NSP China business segments is set forth in Note 15 of the Notes to Consolidated Financial Statements in Item 8 of this report. 35 Table of Contents Cost of Sales Cost of sales as a percent of net sales decreased to 26.6 percent in 2017, compared to 26.7 percent in 2016. The reduction in the cost of sales percentage is primarily due to the impact of $1.7 million of NSP China related inventory write-downs in 2016, which did not occur in 2017. Volume Incentives Volume incentives as a percent of net sales remained constant at 35.1 percent for 2017 and 2016, respectively. Selling, General and Administrative Expenses Selling, general and administrative expenses increased by approximately $9.4 million to $129.6 million for the year ended December 31, 2017. Selling, general and administrative expenses were 37.9 percent of net sales for the year ended December 31, 2017, compared to 35.3 percent for 2016. The increase in selling, general and administrative expenses during 2017, compared to 2016, were primarily related to: • • • $2.2 million of independent service fees paid to independent service providers in China; $3.6 million of increased investment in China as the Company built its infrastructure; and $3.6 million of increased depreciation related to Oracle as well as $1.8 million in other Oracle related costs. Other Income (Expense), Net Other income (expense), net for the year ended December 31, 2017, increased $2.6 million compared to 2016. The change in other income (expense) was primarily due to changes in foreign exchange gains and losses. Income Taxes Our effective income tax rate was 528.8 percent for 2017, compared to 92.7 percent for 2016. As detailed below, the increase in the effective rate from 2016 to 2017 is primarily attributable to the Tax Reform Act which was signed into law by the President of the United States on December 22, 2017. The effective rate for 2017 differed from the federal statutory rate of 35.0 percent primarily due to the following: (i) (ii) (iii) (iv) (v) Adjustments to valuation allowances increased the effective rate by 405.3 percent in 2017. Included was the effect of an addition of valuation allowances on U.S. foreign tax credits, primarily resulting from the Tax Reform Act, as well as the impact of current year foreign losses that will not provide tax benefit. Adjustments relating to the U.S. tax impact of foreign operations increased the effective tax rate by 1.0 percent in 2017. Included were adjustments for dividends received from foreign subsidiaries, adjustments for foreign tax credits, and foreign rate differentials. Cumulative unfavorable adjustments related to foreign operations increased the tax rate by 53.7 percent in 2017. These adjustments relate to foreign items that are treated differently for tax purposes than they are for financial reporting purposes. Revaluation of deferred tax assets and liabilities to the lower U.S. federal tax rate caused by the enactment of the Tax Reform Act on December 22, 2017 increased the tax rate by 117.6 percent in 2017. Reduction of liabilities for unrecognized tax benefits related to the lapse of applicable statute of limitations decreased the tax rate by 91.1 percent in 2017. Adjustments relating to the U.S. impact of foreign operations increased the effective tax rate by 1.0 percentage points in 2017, and decreased the effective tax rate by 53.4 percentage points in 2016. The components of this calculation were: 36 Table of Contents Components of U.S. tax impact of foreign operations Dividends received from foreign subsidiaries Foreign tax credits Foreign tax rate differentials Unremitted earnings Other adjustments Total 2017 2016 65.7% (4.1) (60.6) — — 65.9 % (91.8) (27.1) 0.2 (0.6) 1.0% (53.4)% From 2016 to 2017, the changes in components of the U.S. tax impact of foreign operations were significant. The primary reason the dividends received from foreign subsidiaries and the foreign tax credits changed by such a large amount was due to changes in the treatment of foreign dividends and foreign tax credits caused by enactment of the Tax Reform Act in December 2017. Changes to the effective rate due to dividends received from foreign subsidiaries, impact of foreign tax credits, foreign tax rate differentials and unremitted earnings calculation are expected to be recurring; however, depending on various factors, the changes may be favorable or unfavorable for a particular period. New international provisions of the Tax Reform Act may also impact the Company’s effective tax rate in future periods. Given the large number of jurisdictions in which the Company does business and the number of factors that can impact effective tax rates in any given year, this rate is likely to reflect significant fluctuations from year-to-year. 37 Table of Contents Year Ended December 31, 2016, as Compared to the Year Ended December 31, 2015 Net Sales The following table summarizes the changes in the Company's net sales by operating segment with a reconciliation to net sales, excluding the impact of currency fluctuations, for the years ended December 31, 2016 and 2015 (dollar amounts in thousands). NSP Americas: NSP North America NSP Latin America Net Sales by Operating Segment 2016 2015 Percent Change Impact of Currency Exchange Percent Change Excluding Impact of Currency $ 148,048 $ 147,017 0.7 % $ 27,874 175,922 32,134 179,151 (13.3)% (1.8)% (404) (1,550) (1,954) 1.0 % (8.4)% (0.7)% NSP Russia, Central and Eastern Europe 29,998 31,473 (4.7)% (163) (4.2)% Synergy WorldWide: Synergy Asia Pacific Synergy Europe Synergy North America 89,694 24,328 10,771 76,479 25,829 11,773 124,793 114,081 17.3 % (5.8)% (8.5)% 9.4 % (229) (68) — (297) 17.6 % (5.5)% (8.5)% 9.7 % NSP China 10,446 — — % — — % $ 341,159 $ 324,705 5.1 % $ (2,414) 5.8 % Consolidated net sales for the year ended December 31, 2016, were $341.2 million compared to $324.7 million in 2015, or an increase of approximately 5.1 percent. The increase was primarily related to the pre-opening product sales through Hong Kong, continued growth in Synergy Korea and Japan, and moderate growth in the Company's NSP US market. Growth in these markets was offset by declines in the Synergy Europe and North American markets, as well as declines in the NSP Latin America and NSP Russia, Central and Eastern Europe markets for the year ended December 31, 2016. Excluding the unfavorable impact of foreign currency exchange rate fluctuations, the Company's consolidated net sales for the year ended December 31, 2016 would have increased by 5.8 percent, from 2015. NSP Americas Net sales related to NSP Americas for the year ended December 31, 2016, were $175.9 million compared to $179.2 million for 2015, a decrease of 1.8 percent. In local currency, net sales decreased by 0.7 percent compared to 2015. Fluctuations in foreign exchange rates had a $2.0 million unfavorable impact on net sales for the year ended December 31, 2016. Active independent Managers within NSP Americas totaled approximately 6,400 and 6,500 at December 31, 2016 and 2015, respectively. Active independent Distributors and customers within NSP Americas totaled approximately 121,200 and 131,600 at December 31, 2016 and 2015, respectively. The number of independent Managers, Distributors and customers decreased primarily due to the enrollment of fewer independent distributors in the Company's Latin American markets. Independent Managers were down 1.5 percent, and active independent Distributors and customers were down 7.9 percent, compared to the prior year. The active independent Managers category includes independent Managers under the Company's various compensation plans that have achieved and maintained certain product sales levels. As such, all independent Managers are considered to be active independent Managers. The active independent Distributors and customers category includes the Company's independent Distributors and customers who have purchased products directly from the Company for resale and/or personal consumption during the previous three months. 38 Table of Contents Notable activity in the following markets contributed to the results of NSP Americas: In the United States, net sales increased approximately $1.5 million, or 1.1 percent, for the year ended December 31, 2016, compared to 2015, with growth for ten consecutive quarters in part due to the implementation of new sales programs. More specifically, it has experienced increased adoption of retail sales tools and the IN.FORM business model, which is a group-focused weight management program incorporating a habit of healthy eating, daily activity and consumption of the Company's products. In Canada, net sales decreased approximately $0.5 million, or 4.3 percent, for the year ended December 31, 2016, compared to 2015. In local currency, net sales decreased 0.7 percent compared to 2015. The decrease is in part attributable to fewer independent distributors than expected in attendance at the Company's Canadian convention, which historically provides the majority of sales momentum for the fourth quarter. In Latin America, net sales decreased approximately $4.3 million, or 13.3 percent, for the year ended December 31, 2016, compared to 2015. In local currency, net sales decreased 8.4 percent compared to 2015. Currency devaluation had a $1.6 million unfavorable impact on net sales for the year ended December 31, 2016. In NSP Latin America, the Company faced continued headwinds due to changing regulations for product registration. NSP Russia, Central and Eastern Europe Net sales related to NSP Russia, Central and Eastern Europe markets were $30.0 million for the year ended December 31, 2016, compared to $31.5 million for 2015, a decrease of 4.7 percent. Active independent Managers within NSP Russia, Central and Eastern Europe remained constant at 2,800 and 2,800 as of December 31, 2016 and 2015, respectively. Active independent Distributors and customers within NSP Russia, Central and Eastern Europe totaled approximately 66,700 and 72,000 as of December 31, 2016 and 2015, respectively. Net sales and the number of Distributors and customers decreased primarily as a result of the current political uncertainty in Ukraine and across the region, and the decline in the value of the Ukrainian hryvnia and Russian ruble against the U.S. dollar. Although changes in exchange rates between the U.S. dollar and Ukrainian hryvnia do not result in currency fluctuations within the Company's financial statements, the Company's products in Ukraine and Russia are priced in local currencies pegged to current U.S. dollar exchange rates and, therefore, become more expensive when the local currency declines in value. The Company remains strongly supportive of and engaged with its independent distributors in the region, and is supporting their activity with additional promotions and training. However, the Company expects that sales in its NSP Russia, Central and Eastern Europe segment will continue to be significantly affected by the political unrest in Ukraine and Russia, sanctions in Russia and the impact of currency devaluation. The Company continues to evaluate various options to keep the distributor base engaged, including expansion of the Company's business into additional countries in Central and Eastern Europe. The Company believes that its partnership with its local partner provides a solid foundation to reignite growth once the political and economic conditions stabilize. Synergy WorldWide Synergy WorldWide reported net sales for the year ended December 31, 2016, of $124.8 million, compared to $114.1 million for 2015, an increase of 9.4 percent. Fluctuations in foreign exchange rates had a $0.3 million unfavorable impact on net sales for the year ended December 31, 2016. Excluding the impact of fluctuations in foreign exchange rates, local currency net sales in Synergy WorldWide would have increased by 9.7 percent from 2015. Active independent Managers within Synergy WorldWide totaled approximately 3,700 and 3,400 at December 31, 2016 and 2015, respectively. Active independent Distributors and customers within Synergy WorldWide totaled approximately 53,600 and 60,800 at December 31, 2016 and 2015, respectively. Notable activity in the following markets contributed to the results of Synergy WorldWide: In South Korea, net sales increased approximately $9.2 million, or 18.9 percent, for the year ended December 31, 2016, compared to 2015. In local currency, net sales increased 21.9 percent compared to 2015. The increase net sales was primarily due to launching new distributor acquisition programs, including a new home health party program and improvements in the rank advancement and recognition programs. In Europe, net sales decreased approximately $1.5 million, or 5.8 percent, for the year ended December 31, 2016, compared to 2015. Fluctuations in foreign exchange rates, had minimal impact on net sales for the year ended December 31, 2016. In local currency, net sales decreased 5.5 percent for the year ended December 31, 2016, compared to 2015. Net sales in Europe during the year ended December 31, 2016, was negatively impacted by residual sales in the prior year tied to the launch 39 Table of Contents of the Company's weight management product plan that did not recur this year. Notwithstanding the year-over-year decline, the fourth quarter represents the second quarter of year-over-year sales growth in local currency after four quarters of decline. In Japan, net sales increased approximately $2.7 million, or 22.3 percent, for the year ended December 31, 2016, compared to 2015. Fluctuations in foreign exchange rates had $1.6 million favorable impact on net sales for the year ended December 31, 2016. In local currency, net sales increased 9.6 percent for the year ended December 31, 2016, compared to 2015. The Company continues to see the growth of new products and implemented programs to stimulate activity, including the adoption of Korea's distributor recognition program, which had a positive impact on sales volume in this market in the year ended December 31, 2016. In North America, net sales decreased approximately $1.0 million, or 8.5 percent, for the year ended December 31, 2016, compared to 2015. The decline in net sales was primarily driven by the enrollment of fewer new Distributors and attraction of fewer new customers. Growth initiatives have been developed and implemented to more effectively attract new Distributors and provide improved training and motivation. NSP China NSP China had net sales from wholesale activities and pre-opening product sales through Hong Kong for the year ended December 31, 2016, of $10.4 million, which was the result of pre-opening product sales through Hong Kong, which began in 2016. Further information related to NSP Americas, NSP Russia, Central and Eastern Europe, Synergy WorldWide, and NSP China business segments is set forth in Note 15 of the Notes to Consolidated Financial Statements in Item 8 of this report. Cost of Sales Cost of sales as a percent of net sales increased to 26.7 percent in 2016, compared to 26.3 percent in 2015. The increases in the cost of sales percentages are primarily due to the additional $1.7 million of inventory write-downs recorded for products in China that came as a result of lower than expected sales. Volume Incentives Volume incentives as a percent of net sales decreased to 35.1 percent in 2016, compared to 36.3 percent in 2015. The decrease in volume incentives as a percent of net sales for the period is primarily due to changes in segment market mix such as the sales growth in NSP China related to pre-opening product sales through Hong Kong, for which no volume incentives are paid. Rather, NSP China pay independent service fees which are included in selling, general and administrative expenses. Selling, General and Administrative Expenses Selling, general and administrative expenses increased by approximately $12.6 million to $120.3 million for the year ended December 31, 2016. Selling, general and administrative expenses were 35.3 percent of net sales for the year ended December 31, 2016, compared to 33.2 percent for 2015. The increase in selling, general and administrative expenses during 2016, compared to 2015, were primarily related to: • • • • $4.3 million of independent service fees, respectively, related to the Company's pre-opening product sales through Hong Kong; $3.5 million of increased investment in China as the Company built its infrastructure; $2.6 million of increased non-capitalizable internal labor costs related to the Oracle ERP implementation project; and $2.1 million of increased employee health and other benefits. 40 Table of Contents Offset by: • A reduction of $3.3 million related to restructuring charges for the year ended December 31, 2015, that did not reoccur during the year ended December 31, 2016. Other Income (Expense), Net Other income (expense), net for the year ended December 31, 2016, decreased $0.2 million compared to 2015. The change in other income (expense) was primarily due to changes in foreign exchange gains and losses. Income Taxes Our effective income tax rate was 92.7 percent for 2016, compared to 13.1 percent for 2015. The effective rate for 2016 differed from the federal statutory rate of 35.0 percent primarily due to the following: (i) (ii) (iii) Adjustments to valuation allowances increased the effective rate by 77.6 percent in 2016. Included was the effect of an increase in valuation allowances on U.S. foreign tax credits, in addition to the impact of current year foreign losses that will not provide tax benefit. Cumulative unfavorable adjustments related to foreign operations increased the tax rate by 26.8 percent in 2016. These adjustments relate to foreign items that are treated differently for tax purposes than they are for financial reporting purposes. Adjustments relating to the U.S. tax impact of foreign operations decreased the effective tax rate by 53.4 percent in 2016. Included were adjustments for dividends received from foreign subsidiaries, adjustments for foreign tax credits, and foreign rate differentials. Adjustments relating to the U.S. impact of foreign operations decreased the effective tax rate by 53.4 percentage points in 2016, and increased the effective tax rate by 2.8 percentage points in 2015. The components of this calculation were: Components of U.S. tax impact of foreign operations Dividends received from foreign subsidiaries Foreign tax credits Foreign tax rate differentials Unremitted earnings Other Total 2016 2015 65.9 % (91.8) (27.1) 0.2 (0.6) (53.4)% 5.4% (1.1) (1.2) (0.3) — 2.8% From 2015 to 2016, the changes in components of the U.S. tax impact of foreign operations were significant. The primary reason the dividends received from foreign subsidiaries and the foreign tax credits changed by such a large amount was due to an increase in repatriation of foreign earnings to the U.S. from 2015 to 2016. Changes to the effective rate due to dividends received from foreign subsidiaries, impact of foreign tax credits, foreign tax rate differentials and unremitted earnings calculation are expected to be recurring; however, depending on various factors, the changes may be favorable or unfavorable for a particular period. Given the large number of jurisdictions in which the Company does business and the number of factors that can impact effective tax rates in any given year, this rate is likely to reflect significant fluctuations from year-to-year. 41 Table of Contents SUMMARY OF QUARTERLY OPERATIONS — UNAUDITED The following tables present the Company’s unaudited summary of quarterly operations during 2017 and 2016 for each of three month periods ended March 31, June 30, September 30, and December 31 (amounts in thousands). For the Quarter Ended March 31, 2017 June 30, 2017 September 30, 2017 December 31, 2017 $ $ 83,098 (21,728) 61,370 $ 81,344 (21,197) 60,147 $ 89,301 (23,505) 65,796 28,983 30,336 2,051 1,275 3,326 1,463 1,863 (297) 2,160 $ 28,288 31,836 23 441 464 884 (420) (233) (187) $ 30,716 32,926 2,154 193 2,347 (1) 2,348 (95) 2,443 $ 88,286 (24,607) 63,679 31,983 34,537 (2,841) (74) (2,915) 14,693 (17,608) (250) (17,358) 0.11 $ (0.01) $ 0.13 $ (0.92) 0.11 0.10 $ $ (0.01) $ 0.13 $ (0.92) — $ — $ — Net sales Cost of sales Gross profit Volume incentives Selling, general and administrative Operating income (loss) Other income (expense) Income (loss) before income taxes Provision (benefit) for income taxes Net income (loss) Net loss attributable to noncontrolling interests Net income (loss) attributable to common shareholders $ Basic and diluted net income (loss) per common share: Basic earnings (loss) per share attributable to common shareholders: Diluted earnings (loss) per share attributable to common shareholders: Dividends declared per common share $ $ $ 42 Table of Contents Net sales Cost of sales Gross profit Volume incentives Selling, general and administrative Operating income (loss) Other income (expense), net Income (loss) before income taxes Provision for income taxes Net income (loss) Net loss attributable to noncontrolling interests Net income (loss) attributable to common shareholders $ Basic and diluted net income (loss) per common share: Basic earnings (loss) per share attributable to common shareholders: Diluted earnings (loss) per share attributable to common shareholders: Dividends declared per common share $ $ $ For the Quarter Ended March 31, 2016 June 30, 2016 September 30, 2016 December 31, 2016 $ $ 82,402 (22,020) 60,382 $ 89,366 (23,078) 66,288 $ 85,441 (21,512) 63,929 83,950 (24,327) 59,623 29,877 28,385 2,120 1,559 3,679 1,890 1,789 (280) 2,069 $ 30,791 31,249 4,248 (622) 3,626 1,260 2,366 (202) 2,568 $ 29,684 29,187 5,058 20 5,078 1,136 3,942 (213) 4,155 $ 29,558 31,452 (1,387) (1,730) (3,117) 4,305 (7,422) (769) (6,653) 0.11 $ 0.14 $ 0.22 $ (0.35) 0.11 0.10 $ $ 0.14 0.10 $ $ 0.22 0.10 $ $ (0.35) 0.10 Basic and diluted income (loss) per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly net income per share may not equal the total computed for the year. LIQUIDITY AND CAPITAL RESOURCES The Company's principal use of cash is to pay for operating expenses, including volume incentives, inventory and raw material purchases, capital assets, funding of international expansion and payment of dividends. As of December 31, 2017, working capital was $48.9 million, compared to $31.5 million as of December 31, 2016. At December 31, 2017, the Company had $42.9 million in cash and cash equivalents, of which $32.2 million was held in its foreign markets and may be subject to various withholding taxes and other restrictions related to repatriations. The Company's net consolidated cash inflows (outflows) are as follows (in thousands): Operating activities Investing activities Financing activities Operating Activities Year Ended December 31, 2017 2016 2015 $ $ 10,524 (3,204) 1,573 $ 3,417 (11,532) (286) 10,162 (18,592) (7,578) For the year ended December 31, 2017, operating activities provided cash in the amount of $10.5 million compared to $3.4 million in 2016. Operating cash flows increased due to the timing of payments and receipts for inventories, other assets, and accrued volume incentives. Those increases were partially offset by the timing of payments and receipts for accounts receivable, prepaid expenses and other, income taxes payable, and accrued liabilities. 43 Table of Contents For the year ended December 31, 2016, the Company generated cash from operating activities of $3.4 million compared to $10.2 million in 2015. Operating cash flows decreased due to the timing of payments and receipts for inventories, accrued volume incentives, accrued liabilities, income tax payable and the liability related to unrecognized tax benefits, and was partially offset by the timing of payments and receipts for accounts receivable, prepaid expenses, accounts payable, and deferred revenue as well as the decrease in the Company's operating income. Investing Activities Cash paid for capital expenditures related to the purchase of equipment, computer systems and software for the years ended December 31, 2017, 2016, and 2015, were $5.5 million, $11.0 million, and $22.5 million, respectively. In 2013, the Company began to significantly reinvest in its information technology systems. Included within this plan is an Oracle ERP implementation program, that was implemented on April 2, 2017, for the Company's NSP Americas segment and for other corporate operations. During the years ended December 31, 2017, 2016, and 2015 and had cash proceeds of $1.8 million, $0.0 million, and $0.8 million for 2017, 2016, and 2015, respectively, from the sale of such investments. During the year ended December 31, 2017, the Company had proceeds of $0.5 million related to the sale of assets previously held for sale. Financing Activities During the years ended December 31, 2017, 2016, and 2015, the Company used cash to pay dividends in an aggregate amount of $1.8 million, $7.5 million, and $7.5 million, respectively. On May 10, 2017, the Company announced that its Board of Directors elected to suspend the payment of quarterly dividends. The Company's Board of Directors will periodically evaluate the Company’s dividend policy in the future. The declaration of future dividends is subject to the discretion of the Company’s Board of Directors and will depend upon various factors, including the Company’s earnings, financial condition, restrictions imposed by any indebtedness that may be outstanding, cash requirements, future prospects and other factors deemed relevant by its Board of Directors. On July 11, 2017, the Company entered into a revolving credit agreement with Bank of America, N.A., with a borrowing limit of $25.0 million that matures on July 11, 2020 (the “Bank of America Credit Agreement”). In connection with the closing of the Bank of America Credit Agreement, the Company terminated its revolving credit agreement with Wells Fargo Bank, N.A. (the "Wells Fargo Credit Agreement") and satisfied in full the outstanding balance thereof through borrowings on the Bank of America Credit Agreement. The Company pays interest on any borrowings under the Bank of America Credit Agreement at LIBOR plus 1.25 percent (2.82 percent as of December 31, 2017), an annual commitment fee of 0.2 percent on the unused portion of the commitment. The Company is required to settle its net borrowings under the Bank of America Credit Agreement only upon maturity, and, as a result, has classified its outstanding borrowings as non-current on its condensed consolidated balance sheet as of December 31, 2017. At December 31, 2017, the outstanding balance under the Bank of America Credit Agreement was $13.2 million. The Company was in compliance with the debt covenants set forth in the Bank of America Credit Agreement as of December 31, 2017. The Bank of America Credit Agreement contains customary financial covenants, including financial covenants relating to the Company’s solvency, leverage, and minimum EBITDA. In addition, the Bank of America Credit Agreement restricts certain capital expenditures, lease expenditures, other indebtedness, liens on assets, guarantees, loans and advances, dividends, and merger, consolidation and the transfer of assets except as permitted in the Bank of America Credit Agreement. The Bank of America Credit Agreement is collateralized by the Company's manufacturing facility, accounts receivable balance, inventory balance and other assets. Prior to the termination of the Wells Fargo Credit Agreement, the Company paid interest at LIBOR plus 1.25 percent (2.13 percent at December 31, 2016), and an annual commitment fee of 0.25 percent on the unused portion of the commitment. At December 31, 2016, the outstanding balance under the Wells Fargo Credit Agreement was $9.9 million. The Company's joint venture in China borrowed $0.5 million during the period ended December 31, 2017 from the Company's joint venture partner. This note is payable in one year and bears interest of 3.0 percent. The Company believes that cash generated from operations, along with available cash and cash equivalents, will be sufficient to fund its normal operating needs; including capital expenditures. However, among other things, a prolonged economic downturn, a decrease for the Company's products, an unfavorable settlement of its unrecognized tax positions or non- income tax contingencies could adversely affect the Company's long-term liquidity. 44 Table of Contents CONTRACTUAL OBLIGATIONS The following table summarizes information about contractual obligations as of December 31, 2017 (in thousands): Operating lease obligations Self-insurance reserves (1) Other long-term liabilities reflected on the balance sheet (2) Unrecognized tax benefits (3) Revolving credit facility (4) Other capital commitments (5) Total Total Less than 1 year 1-3 years 3-5 years After 5 years $ 28,061 $ 5,918 $ 5,814 $ 4,181 $ 12,148 593 — — 13,181 1,720 593 — — — 1,720 — — — 13,181 — — — — — — — — — — — $ 43,555 $ 8,231 $ 18,995 $ 4,181 $ 12,148 _______________________________________ (1) At December 31, 2017, there were $1.5 million of liabilities. The Company retains a significant portion of the risks associated with certain employee medical benefits and product liability insurance. Recorded liabilities for self-insured risks are calculated using actuarial methods and are not discounted. Amounts for self-insurance obligations are included in accrued liabilities and long-term other liabilities on the Company’s consolidated balance sheet. During 2017 the Company secured product liability coverage to cover possible claims, and still maintains accruals for amounts prior to the Company obtaining coverage. Prior to this, the Company accrued an amount that it believes is sufficient to cover probable and reasonably estimable liabilities related to product liability claims based on the Company’s history of such claims. However, there can be no assurance that these estimates will prove to be sufficient, nor can there be any assurance that the ultimate outcome of any litigation for product liability will not have a material negative impact on the Company’s business prospects, financial position, results of operations or cash flows. Because of the high degree of uncertainty regarding the timing of future cash outflows associated with the product liability obligations, the Company is unable to estimate the years in which cash settlement may occur. At December 31, 2017, there were $2.0 million of liabilities. The Company provides a nonqualified deferred compensation plan for its officers and certain key employees. Under this plan, participants may defer up to 100 percent of their annual salary and bonus (less the participant’s share of employment taxes). The deferrals become an obligation owed to the participant by the Company under the plan. Upon separation of the participant from the service of the Company, the obligation owed to the participant under the plan will be paid as a lump sum or over a period of either three or five years. As the Company cannot easily determine when its officers and key employees will separate from the Company, the Company is unable to estimate the years in which cash settlement may occur. At December 31, 2017, there were $4.6 million of liabilities. Because of the high degree of uncertainty regarding the timing of future cash outflows associated with these liabilities, if any, the Company is unable to estimate the years in which cash settlement may occur with the respective tax authorities. The Company entered into a revolving credit agreement with Bank of Americas, N.A., that permits the Company to borrow up to $25.0 million through July 11, 2020, bearing interest at LIBOR plus 1.25 percent. The Company must pay an annual commitment fee of 0.2 percent on the unused portion of the commitment. At December 31, 2017, the Company had $11.8 million available under this facility. In 2017, the Company made commitments of $1.7 million to purchase manufacturing equipment and leasehold improvements for its new headquarters in 2018. (2) (3) (4) (5) The Company has entered into long-term agreements with third-parties in the ordinary course of business, in which it has agreed to pay a percentage of net sales in certain regions in which it operates, or royalties on certain products. In 2017, 2016, and 2015, the aggregate amounts of these payments were $0.0 million, $0.1 million, and $0.1 million, respectively. OFF-BALANCE SHEET ARRANGEMENTS 45 Table of Contents The Company has no off-balance sheet arrangements other than operating leases. It does not believe that these operating leases are material to its current or future financial position, results of operations, revenues or expenses, cash flows, capital expenditures or capital resources. Item 7A. Quantitative and Qualitative Disclosures about Market Risk The Company conducts business in several countries and intends to grow its international operations. Net sales, operating income and net income are affected by fluctuations in currency exchange rates, interest rates and other uncertainties inherent in doing business and selling product in more than one currency. In addition, the Company's operations are exposed to risks associated with changes in social, political and economic conditions inherent in international operations, including changes in the laws and policies that govern international investment in countries where the Company has operations, as well as, to a lessor extent, changes in U.S. laws and regulations relating to international trade and investment. Foreign Currency Risk During the year ended December 31, 2017, approximately 58.8 percent of the Company's net sales and approximately 56.9 percent of its operating expenses were realized outside of the United States. Inventory purchases are transacted primarily in U.S. dollars from vendors located in the United States. The local currency of each international subsidiary is generally the functional currency. It conducts business in multiple currencies with exchange rates that are not on a one-to-one relationship with the U.S. dollar. All revenues and expenses are translated at average exchange rates for the periods reported. Therefore, its operating results will be positively or negatively affected by a weakening or strengthening of the U.S. dollar in relation to another fluctuating currency. Given the uncertainty and diversity of exchange rate fluctuations, the Company cannot estimate the effect of these fluctuations on its future business, product pricing, results of operations or financial condition, but it has provided consolidated sensitivity analyses below of functional currency/reporting currency exchange rate risks. Changes in various currency exchange rates affect the relative prices at which it sells its products. The Company regularly monitors its foreign currency risks and periodically takes measures to reduce the risk of foreign exchange rate fluctuations on its operating results. It does not use derivative instruments for hedging, trading or speculating on foreign exchange rate fluctuations. Additional discussion of the impact on the effect of currency fluctuations has been included in its management’s discussion and analysis included in Part II, Item 7 of this report. The following table sets forth a composite sensitivity analysis of the Company’s net sales, costs and expenses and operating income in connection with the strengthening of the U.S. dollar (its reporting currency) by 10%, 15%, and 25% against every other fluctuating functional currency in which it conducts business. The Company notes that its individual net sales, cost and expense components and its operating income were equally sensitive to increases in the strength of the U.S. dollar against every other fluctuating currency in which it conducts business. Exchange rate sensitivity for the year ended December 31, 2017 (dollar amounts in thousands) Net sales $ 342,029 $ (14,854) 10% ($) With Strengthening of U.S. Dollar by: 15% 25% (%) (4.3)% $ (21,312) ($) (%) (6.2)% $ (32,679) ($) %) (9.6)% Cost and expenses Cost of sales Volume incentives Selling, general and administrative 91,037 119,970 (4,710) (5,790) (5.2)% (4.8)% (6,758) (8,308) (7.4)% (6.9)% (10,362) (12,738) (11.4)% (10.6)% 129,635 (4,058) (3.1)% (5,822) (4.5)% (8,927) (6.9)% Operating income $ 1,387 $ (296) (21.3)% $ (424) (30.6)% $ (652) (47.0)% Certain of the Company’s operations, including Russia and Ukraine, are served by a U.S. subsidiary through third-party entities, for which all business is conducted in U.S. dollars. Although changes in exchange rates between the U.S. dollar and the Russian ruble or the Ukrainian hryvnia do not result in currency fluctuations within its financial statements, a weakening or strengthening of the U.S. dollar in relation to these other currencies can significantly affect the prices of its products and the purchasing power of its independent Managers, Distributors and customers within these markets. As a result of the current tension between Russia and Ukraine and resultant sanctions, the Russian ruble and the Ukrainian hryvnia have weakened Table of Contents significantly against the U.S. dollar, impacting net sales in this market. Should the conflict continue to escalate, exchanges rates for Russian ruble, as well as the Ukrainian hryvnia could weaken further against the U.S. dollar, further impacting net sales in these markets. The following table sets forth a composite sensitivity analysis of the Company’s financial assets and liabilities by those balance sheet line items that are subject to exchange rate risk, together with the total gain or loss from the strengthening of the U.S. dollar in relation to its various fluctuating functional currencies. The sensitivity of its financial assets and liabilities, taken by balance sheet line items, is somewhat less than the sensitivity of its operating income to increases in the strength of the U.S. dollar in relation to other fluctuating currencies in which it conducts business. Exchange Rate Sensitivity of Balance Sheet as of December 31, 2017 (dollar amounts in thousands) With Strengthening of U.S. Dollar by: 10% 15% 25% (Loss) ($) (Loss) (%) (Loss) ($) (Loss) (%) (Loss) ($) (Loss) (%) Financial Instruments Included in Current Assets Subject to Exchange Rate Risk Cash and cash equivalents $ 42,910 $ (2,445) (5.7)% $ Accounts receivable, net 8,888 (293) (3.3)% (3,507) (420) (8.2)% $ (4.7)% (5,378) (644) (12.5)% (7.2)% Financial Instruments Included in Current Liabilities Subject to Exchange Rate Risk Accounts payable 4,215 (58) (1.4)% (83) (2.0)% (127) (3.0)% Net Financial Instruments Subject to Exchange Rate Risk $ 47,583 $ (2,680) (5.6)% $ (3,844) (8.1)% $ (5,895) (12.4)% The following table sets forth the local currencies other than the U.S. dollar in which the Company’s assets that are subject to exchange rate risk were denominated as of December 31, 2017, and exceeded $1 million upon translation into U.S. dollars. None of its liabilities that are denominated in a local currency other than the U.S. dollar and that are subject to exchange rate risk exceeded $1 million upon translation into U.S. dollars. The Company uses the spot exchange rate for translating balance sheet items from local currencies into its reporting currency. The respective spot exchange rate for each such local currency meeting the foregoing thresholds is provided in the table as well. Translation of Balance Sheet Amounts Denominated in Local Currency as of December 31, 2017 (dollar amounts in thousands) Cash and Cash Equivalents South Korea (Won) China (Yuan Renminbi) Europe (Euro) Japan (Yen) Poland (Zloty) Italy (Euro) Canada (Dollar) Malaysia Other Total foreign dominated cash and cash equivalents U.S. dollars held by foreign subsidiaries Total cash and cash equivalents held by foreign subsidiaries 47 Translated into U.S. Dollars At Spot Exchange Rate per One U.S. Dollar 1,067.1 6.5 0.8 112.7 3.5 0.8 1.3 4.1 Varies $ $ $ $ 6,793 5,304 2,108 2,080 1,255 1,136 1,075 1,034 6,105 26,890 5,323 32,213 Table of Contents During the year ended December 31, 2017, the Company repatriated $8.5 million of foreign cash through intercompany dividends. Finally, the following table sets forth the annual weighted average of fluctuating currency exchange rates of each of the local currencies per one U.S. dollar for each of the local currencies in which annualized net sales would exceed $10.0 million during any of the three periods presented. The Company uses the annual average exchange rate for translating items from the statement of operations from local currencies into the Company’s reporting currency. Year ended December 31, Canada (Dollar) China (Yuan Renminbi) European Markets (Euro) Japan (Yen) South Korea (Won) Mexico (Peso) 2017 2016 2015 1.3 6.5 0.8 112.7 1,067.0 19.7 1.3 7.0 0.9 108.4 1,160.9 18.6 1.3 6.5 0.9 121.0 1,132.5 15.8 The local currency of the foreign subsidiaries is used as the functional currency, except for where the Company’s operations are served by a U.S. based subsidiary (for example, Russia and Ukraine). The financial statements of foreign subsidiaries, where the local currency is the functional currency, are translated into U.S. dollars using exchange rates in effect at year-end for assets and liabilities and average exchange rates during each year for the results of operations. Adjustments resulting from translation of financial statements are reflected in accumulated other comprehensive loss, net of income taxes. Foreign currency transaction gains and losses are included in other income (expense) in the consolidated statements of operations. The functional currency in highly inflationary economies is the U.S. dollar, and transactions denominated in the local currency are re-measured as if the functional currency were the U.S. dollar. The re-measurement of local currencies into U.S. dollars creates translation adjustments, which are included in the consolidated statements of operations. A country is considered to have a highly inflationary economy if it has a cumulative inflation rate of approximately 100 percent or more over a three- year period as well as other qualitative factors including historical inflation rate trends (increasing and decreasing), the capital intensiveness of the operation and other pertinent economic factors. Interest Rate Risk On December 31, 2017, the Company did not have any available for sale investments. On December 31, 2017, the Company had an outstanding balance of $13.2 million on its revolving credit line, which pays interest at LIBOR plus 1.25 percent. A hypothetical increase 1.0 percent change in LIBOR, with no additional principal payments or draws would result in an estimated $0.1 million interest expense. 48 Table of Contents Item 8. Financial Statements and Supplementary Data INDEX TO FINANCIAL STATEMENTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2017 AND 2016 CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2017, 2016 AND 2015 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE YEARS ENDED DECEMBER 31, 2017, 2016 AND 2015 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2017, 2016 AND 2015 CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017, 2016 AND 2015 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 50 51 52 53 54 55 57 49 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Nature’s Sunshine Products, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Nature’s Sunshine Products, Inc. and subsidiaries (the “Company”) as of December 31, 2017 and 2016, the related consolidated operations, comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 16, 2018, expressed an unqualified opinion on the Company's internal control over financial reporting. 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 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. 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. /s/ Deloitte & Touche LLP Salt Lake City, Utah March 16, 2018 We have served as the Company's auditor since 2007. 50 Table of Contents NATURE’S SUNSHINE PRODUCTS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Amounts in thousands) As of December 31, Assets Current assets: Cash and cash equivalents Accounts receivable, net of allowance for doubtful accounts of $395 and $205, respectively Investments available for sale Assets held for sale Inventories Prepaid expenses and other Total current assets Property, plant and equipment, net Investment securities - trading Intangible assets, net Deferred income tax assets Other assets Liabilities and Shareholders’ Equity Current liabilities: Accounts payable Accrued volume incentives and service fees Accrued liabilities Deferred revenue Revolving credit facility Related party note Income taxes payable Total current liabilities Liability related to unrecognized tax benefits Long-term debt and revolving credit facility Deferred compensation payable Long-term deferred income tax liabilities Other liabilities Total liabilities Shareholders’ equity: Common stock, no par value; 50,000 shares authorized, 18,919 and 18,757 shares issued and outstanding as of December 31, 2017, and 2016, respectively Retained earnings (accumulated deficit) Noncontrolling interests Accumulated other comprehensive loss Total shareholders’ equity See accompanying notes to consolidated financial statements. 51 2017 2016 $ 42,910 $ 32,284 8,888 — 998 44,047 5,666 102,509 69,106 1,980 709 8,283 12,608 7,738 1,776 521 47,597 4,585 94,501 73,272 1,391 976 21,590 13,840 $ 195,195 $ 205,570 $ 4,215 $ 18,774 24,980 3,348 — 506 1,834 53,657 4,633 13,181 1,980 770 1,242 75,463 5,305 16,264 24,400 3,672 9,919 — 3,475 63,035 6,755 — 1,391 — 1,991 73,172 131,525 (2,072) 411 (10,132) 119,732 $ 195,195 $ 129,654 12,718 1,286 (11,260) 132,398 205,570 Table of Contents NATURE’S SUNSHINE PRODUCTS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands, except per share information) Year Ended December 31, Net sales Cost of sales Gross profit Operating expenses: Volume incentives Selling, general and administrative Operating income Other income (expense): Interest and other income, net Interest expense Foreign exchange gains (losses), net Income from continuing operations before provision for income taxes Provision for income taxes Net income (loss) from continuing operations Income from discontinued operations Net income (loss) Net loss attributable to noncontrolling interests Net income (loss) attributable to common shareholders Basic and diluted net income per common share Basic earnings (loss) per share attributable to common shareholders: Net income (loss) from continuing operations Income from discontinued operations Net income (loss) attributable to common shareholders Diluted earnings (loss) per share attributable to common shareholders: Net income (loss) from continuing operations Income from discontinued operations Net income (loss) attributable to common shareholders Weighted average basic common shares outstanding Weighted average diluted common shares outstanding Dividends declared per common share $ $ 2017 342,029 (91,037) 250,992 2016 2015 $ 341,159 (90,937) 250,222 324,705 (85,345) 239,360 119,970 129,635 1,387 119,910 120,273 10,039 117,786 107,702 13,872 144 (289) 1,980 1,835 3,222 17,039 (13,817) — (13,817) (875) (12,942) $ (0.69) $ — $ (0.69) $ (0.69) $ — $ (0.69) $ 591 (16) (1,348) (773) 9,266 8,591 675 — 675 (1,464) 2,139 $ 0.11 $ — $ 0.11 $ 0.11 $ — $ 0.11 $ 1,486 (130) (1,948) (592) 13,280 1,740 11,540 2,116 13,656 (1,031) 14,687 0.67 0.11 0.79 0.66 0.11 0.77 18,882 18,882 18,731 19,056 18,656 19,177 0.10 $ 0.40 $ 0.40 $ $ $ $ $ $ $ $ See accompanying notes to consolidated financial statements. 52 Table of Contents CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Amounts in thousands) Year Ended December 31, Net income (loss) Foreign currency translation gain (loss) (net of tax) Net unrealized gains (losses) on investment securities (net of tax) Reclassification of net realized gains on marketable securities in net income (net of tax) Total comprehensive income (loss) Net loss attributable to noncontrolling interests Total comprehensive income (loss) attributable to common shareholders 2017 2016 2015 $ 13,656 $ $ (13,817) $ 1,113 15 — (12,689) (875) (11,814) $ 675 (16) (1) — 658 (1,464) 2,122 $ 233 22 (294) 13,617 (1,031) 14,648 See accompanying notes to consolidated financial statements. 53 Table of Contents NATURE’S SUNSHINE PRODUCTS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Amounts in thousands, except per share data) Balance at January 1, 2015 18,662 $ 125,489 $ 10,891 $ 3,781 Common Stock Shares Value Retained Earnings (Accumulated deficit) Noncontrolling Interests Accumulated Other Comprehensive Income (Loss) $ Share-based compensation expense Tax deficiency from exercise of stock options Proceeds from the exercise of stock options Repurchase of common stock Cash dividends (0.40 per share) Net income Other comprehensive loss Balance at December 31, 2015 Share-based compensation expense Tax deficiency from exercise of stock options Shares issued from the exercise of stock options and vesting of restricted stock units, net of shares exchanged for withholding tax Cash dividends (0.40 per share) Net income Other comprehensive loss Balance at December 31, 2016 Share-based compensation expense Shares issued from the exercise of stock options and vesting of restricted stock units, net of shares exchanged for withholding tax Cash dividends (0.10 per share) Net loss Other comprehensive income Balance at December 31, 2017 — — 427 (501) — — — 4,485 (520) 3,861 (6,645) — — — 18,588 126,670 — — 3,217 (233) 169 — — — 18,757 — — — — — 129,654 2,218 — — — — (7,490) 14,687 — 18,088 — — — (7,509) 2,139 — 12,718 — — — — — — (1,031) — 2,750 — — — — (1,464) — 1,286 — 162 — — (347) — — — 18,919 — $ 131,525 $ — (1,848) (12,942) — (2,072) $ — — (875) — 411 $ See accompanying notes to consolidated financial statements. 54 Total (11,204) $ 128,957 4,485 — — — — — — (39) (11,243) — — — — — (17) (11,260) — (520) 3,861 (6,645) (7,490) 13,656 (39) 136,265 3,217 (233) — (7,509) 675 (17) 132,398 2,218 — — — (347) (1,848) (13,817) 1,128 (10,132) $ 119,732 1,128 Table of Contents NATURE’S SUNSHINE PRODUCTS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in Thousands) Year Ended December 31, CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) Adjustments to reconcile net income (loss) to net cash provided by 2017 2016 2015 $ (13,817) $ 675 $ 13,656 operating activities: Impairment of long-lived assets, net Provision for doubtful accounts Depreciation and amortization Share-based compensation expense (Gain) loss on sale of property and equipment Deferred income taxes Purchase of trading investment securities Proceeds from sale of trading investment securities Realized and unrealized gains on investments Foreign exchange losses (gains) Changes in assets and liabilities: Accounts receivable Inventories Prepaid expenses and other Other assets Accounts payable Accrued volume incentives and service fees Accrued liabilities Deferred revenue Income taxes payable Liability related to unrecognized tax positions Deferred compensation payable Net cash provided by operating activities CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment Proceeds from sale of property, plant and equipment Purchases of investments available for sale Proceeds from sale/maturities of investments available for sale Purchase of intangible assets Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES: Payments of cash dividends Proceeds from new revolving credit facility Principal payments of new revolving credit facility Net borrowings on original revolving credit facility Related party note Proceeds from exercise of stock options Repurchase of common stock Net cash provided by (used in) financing activities Effect of exchange rates on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of the year Cash and cash equivalents at end of the year 55 113 215 8,634 2,218 284 14,134 (501) 151 (216) (1,980) (1,241) 5,177 (1,191) 2,391 (1,123) 1,884 (986) (324) (1,758) (2,129) 589 10,524 (5,501) 521 — 1,776 — (3,204) (1,848) 19,184 (6,003) (9,919) 506 (347) — 1,573 1,733 10,626 32,284 42,910 $ 221 305 4,808 3,217 149 766 (429) 147 (63) 1,348 (343) (9,569) 2,442 (3,025) (935) 1,477 1,519 (488) 1,924 (1,076) 347 3,417 (11,028) — — 5 (509) (11,532) (7,509) — — 7,223 — — (286) (735) (9,136) 41,420 32,284 $ — 21 4,525 4,485 (2,703) (3,373) (252) 239 (470) 1,948 (1,091) 933 636 (4,010) 593 (1,427) (3,451) (557) (914) 1,368 6 10,162 (22,527) 3,128 (3) 810 — (18,592) (7,490) — — 2,696 3,861 (6,645) (7,578) (1,271) (17,279) 58,699 41,420 $ Table of Contents Year Ended December 31, Supplemental disclosure of cash flow information: Cash paid for income taxes, net of refunds Cash paid for interest Supplemental disclosure of noncash investing and financing activities: Purchases of property, plant and equipment included in accounts payable and accrued liabilities 2017 2016 2015 4,597 $ 3,589 $ 257 254 9,782 56 63 $ 178 $ 1,081 $ $ See accompanying notes to consolidated financial statements. 56 Table of Contents NATURE’S SUNSHINE PRODUCTS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1: NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES Nature of Operations The Company is a natural health and wellness company primarily engaged in the manufacturing and direct selling of nutritional and personal care products. The Company is a Utah corporation with its principal place of business in Lehi, Utah, and sells its products to a sales force of independent distributors that uses the products themselves or resells them to consumers The Company markets its products in Australia, Austria, Belarus, Canada, China, Colombia, the Czech Republic, Denmark, the Dominican Republic, Ecuador, El Salvador, Finland, Germany, Guatemala, Honduras, Hong Kong, Iceland, Indonesia, Ireland, Italy, Japan, Kazakhstan, Latvia, Lithuania, Malaysia, Mexico, Moldova, Mongolia, the Netherlands, New Zealand, Norway, Panama, Poland, Russia, Singapore, Slovakia, Slovenia, South Korea, Spain, Sweden, Taiwan, Thailand, Ukraine, the United Kingdom and the United States. The Company also markets its products though a wholesale model to Australia, Brazil, Chile, Israel, New Zealand, Norway, Peru, Portugal, Spain and the United Kingdom. Principles of Consolidation The accompanying consolidated financial statements include the accounts and transactions of the Company and its subsidiaries. At December 31, 2017 and 2016, substantially all of the Company’s subsidiaries were wholly owned. Intercompany balances and transactions have been eliminated in consolidation. The Company consolidates the joint ventures in Hong Kong and China in its consolidated financial statements, with another party's interest presented as a noncontrolling interest. Additionally, the Company operates a limited number of markets in jurisdictions where local laws require the formation of a partnership with an entity domiciled in that market. These partners have no rights to participate in the sharing of revenues, profits, losses or distribution of assets upon liquidation of these partnerships. Use of Estimates The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities, in these financial statements and accompanying notes. Actual results could differ from these estimates and those differences could have a material effect on the Company’s financial position and results of operations. The significant accounting estimates inherent in the preparation of the Company’s financial statements include estimates associated with its evaluation of impairment of long-lived assets, the determination of liabilities related to Manager and Distributor incentives, the determination of income tax assets and liabilities, certain other non-income tax and value-added tax contingencies, legal contingencies, and the valuation of investments. In addition, significant estimates form the basis for allowances with respect to inventory valuations and self-insurance liabilities associated with product liability and medical claims. Various assumptions and other factors enter into the determination of these significant estimates. The process of determining significant estimates takes into account historical experience and current and expected economic conditions. Cash and Cash Equivalents The Company considers all highly liquid short-term investments with original maturities of three months or less to be cash equivalents. Substantially all of the Company’s cash deposits either exceed the United States federally insured limit or are located in countries that do not have government insured accounts or are subject to tax withholdings when repatriating earnings. 57 Table of Contents Accounts Receivable Accounts receivable consist principally of receivables from credit card companies, arising from the sale of products to the Company’s independent Distributors, and receivables from independent Distributors in foreign markets. Accounts receivable have been reduced by an allowance for amounts that may be uncollectible in the future. However, due to the geographic dispersion of credit card and Distributor receivables, the collection risk is not considered to be significant. Substantially all of the receivables from credit card companies were current as of December 31, 2017 and 2016. Although receivables from independent Distributors can be significant, the Company performs ongoing credit evaluations of its independent Distributors and maintains an allowance for potential credit losses. This estimated allowance is based primarily on the aging category, historical trends and management’s evaluation of the financial condition of the customer. This reserve is adjusted periodically as information about specific accounts becomes available. Investment Securities The Company has certain investment securities classified as trading securities. The Company maintains its trading securities portfolio to generate returns that are offset by corresponding changes in certain liabilities related to the Company’s deferred compensation plans (see Note 13). The trading securities portfolio consists of marketable securities, which are recorded at fair value and are included in long-term investment securities on the consolidated balance sheets because they remain assets of the Company until they are actually paid out to the participants. These investment securities are not available to the Company to fund its operations as they are restricted for the payment of the deferred compensation payable. The Company has established a rabbi trust to finance obligations under the plan. Both realized and unrealized gains and losses on trading securities are included in interest and other income. Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, investments, accounts payable approximate fair value due to their short-term nature. The carrying amount reflected on the condensed consolidated balance sheet for the revolving credit facility approximates fair value due to it being variable-rate debt. During the years ended December 31, 2017, and 2016, the Company did not have any write-offs related to the remeasurement of non- financial assets at fair value on a nonrecurring basis subsequent to their initial recognition. Inventories Inventories are stated at the lower-of-cost-or-market, using the first-in, first-out method. The components of inventory cost include raw materials, labor and overhead. To estimate any necessary obsolescence or lower-of-cost-or-market adjustments, various assumptions are made in regard to excess or slow-moving inventories, non-conforming inventories, expiration dates, current and future product demand, production planning and market conditions. Property, Plant and Equipment Property, plant and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Estimated useful lives for buildings range from 20 to 50 years; building improvements range from 7 to 10 years; machinery and equipment range from 2 to 10 years; computer software and hardware range from 3 to 10 years; and furniture and fixtures range from 2 to 5 years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the related assets. Maintenance and repairs are expensed as incurred and major improvements are capitalized. The Company has made a significant investment in its information systems of approximately $48.5 million as of December 31, 2017 and began to amortize the asset over 10 years beginning April 2, 2017. Intangible Assets Intangible assets consist of purchased product formulations and product registrations. Such intangible assets are amortized using the straight-line method over the estimated economic lives of the assets of 9 to 15 years. Intangible assets, net of accumulated amortization, totaled $0.7 million and $1.0 million, at December 31, 2017, and 2016, respectively. 58 Table of Contents Other Assets Other assets include lease deposits, deposits with third party service providers, deposits to operate in certain markets and potential foreign tax credit benefits related to the liability for unrecognized tax benefits. Impairment of Long-Lived Assets The Company reviews its long-lived assets, such as property, plant and equipment and intangible assets for impairment when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The Company uses an estimate of future undiscounted net cash flows of the related assets or groups of assets over their remaining lives in measuring whether the assets are recoverable. An impairment loss is calculated by determining the difference between the carrying values and the fair values of these assets. Incentive Trip Accrual The Company accrues for expenses associated with its direct sales program, which rewards independent Managers and Distributors with paid attendance for incentive trips, including Company conventions and meetings. Expenses associated with incentive trips are accrued over qualification periods as they are earned. The Company specifically analyzes incentive trip accruals based on historical and current sales trends as well as contractual obligations when evaluating the adequacy of the incentive trip accrual. Actual results could generate liabilities more or less than the amounts recorded. The Company has accrued convention and meeting costs of $5.0 million and $5.1 million at December 31, 2017, and 2016, respectively, which are included in accrued liabilities in the consolidated balance sheets. Foreign Currency Translation The local currency of the foreign subsidiaries is used as the functional currency, except for the Company’s operations are served by a U.S. based subsidiary (for example, Russia and Ukraine). The financial statements of foreign subsidiaries where the local currency is the functional currency are translated into U.S. dollars using exchange rates in effect at year end for assets and liabilities and average exchange rates during each year for the results of operations. Adjustments resulting from translation of financial statements are reflected in accumulated other comprehensive loss, net of income taxes. Foreign currency transaction gains and losses are included in other income (expense) in the consolidated statements of operations. The functional currency in highly inflationary economies is the U.S. dollar and transactions denominated in the local currency are re-measured as if the functional currency were the U.S. dollar. The remeasurement of local currencies into U.S. dollars creates translation adjustments, which are included in the consolidated statements of operations. A country is considered to have a highly inflationary economy if it has a cumulative inflation rate of approximately 100 percent or more over a three year period as well as other qualitative factors including historical inflation rate trends (increasing and decreasing), the capital intensiveness of the operation, and other pertinent economic factors. Revenue Recognition Net sales and related volume incentive expenses are recorded when persuasive evidence of an arrangement exists, collectability is reasonably assured, the amount is fixed and determinable, and title and risk of loss have passed. The amount of the volume incentive is determined based upon the amount of qualifying purchases in a given month. Amounts received for undelivered merchandise are recorded as deferred revenue. From time to time, the Company’s U.S. operations extend short-term credit associated with product promotions. In addition, for certain of the Company’s international operations, the Company offers credit terms consistent with industry standards within the country of operation. Payments to independent Managers and Distributors for sales incentives or rebates are recorded as a reduction of revenue. Payments for sales incentives and independent rebates are calculated monthly based upon qualifying sales. Membership fees are deferred and amortized as revenue over the life of the membership, primarily one year. Prepaid event registration fees are deferred and recognized as revenues when the related event is held. A reserve for product returns is recorded based upon historical experience. The Company allows independent Managers or Distributors to return the unused portion of products within ninety days of purchase if they are not satisfied with the product. In some of the Company’s markets, the requirements to return product are more restrictive. Sales returns for the years 2017, 2016 and 2015, were $1.6 million, $1.4 million, and $1.2 million, respectively. 59 Table of Contents Amounts billed to customers for shipping and handling are reported as a component of net sales. Shipping and handling revenues of approximately $8.2 million, $9.2 million, and $9.2 million were reported as net sales for the years ended December 31, 2017, 2016, and 2015, respectively. Taxes that have been assessed by governmental authorities and that are directly imposed on revenue-producing transactions between the Company and its customers, including sales, use, value-added, and some excise taxes, are presented on a net basis (excluded from net sales). Advertising Costs Advertising costs are expensed as incurred and classified in selling, general and administrative expenses. Advertising expense incurred for the years ended December 31, 2017, 2016, and 2015 totaled approximately $2.1 million, $1.9 million and $2.2 million, respectively. Research and Development All research and development costs are expensed as incurred and classified in selling, general and administrative expense. Total research and development expenses were approximately $3.4 million, $3.2 million, and $2.8 million in 2017, 2016, and 2015, respectively. Contingencies The Company is involved in certain legal proceedings. When a loss is considered probable in connection with litigation or non-income tax contingencies and when such loss can be reasonably estimated, the Company records its best estimate within a range related to the contingency. If there is no best estimate, the Company records the minimum of the range. As additional information becomes available, the Company assesses the liability related to the contingency and revises the estimates. Revision in estimates of the liabilities could materially affect the Company's results of operations in the period of adjustment. The Company’s contingencies are discussed in further detail in Note 14. Income Taxes The Company’s income tax expense includes amounts related to the United States and many foreign jurisdictions and is comprised of current year income taxes payable, changes in its deferred tax assets and liabilities and contingent reserves. Deferred tax assets are offset by a valuation allowance if it is believed to be more likely than not that some portion of the deferred tax asset will not be fully realized. On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (Tax Reform Act) which changes U.S. corporate income taxation in a number of significant ways including, but are not limited to, lowering the corporate income tax rate from 35% to 21%, implementing a quasi-territorial tax regime by providing a 100% Dividends Received Deduction (“DRD”) of foreign dividends, imposing a one-time transition tax on deemed repatriated post-1986 undistributed earnings of foreign subsidiaries and revising or eliminating certain deductions. The effect of some of the provisions of the Tax Reform Act are required to be recognized in the year of enactment, 2017, such as determining the transition tax and re-measuring deferred tax assets and liabilities. In December 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (SAB 118), which provides guidance on accounting for the impact of the Tax Reform Act. See Note 11, Income Taxes, for more details regarding the Company’s income taxes and the impact of the Tax Reform Act. Net Income (Loss) Per Common Share Basic net income (loss) per common share (“Basic EPS”) is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share (“Diluted EPS”) reflects the potential dilution that could occur if stock options or other contracts to issue common stock were exercised or converted into common stock. The computation of Diluted EPS does not assume exercise or conversion of securities that would have an anti-dilutive effect on net income (loss) per common share. 60 Table of Contents Following is a reconciliation of the numerator and denominator of Basic EPS to the numerator and denominator of Diluted EPS for all years (dollar and share amounts in thousands, except for per share information): Net income (loss) attributable to common shareholders: Net income (loss) from continuing operations Income from discontinued operations Net income (loss) Basic weighted-average shares outstanding Basic earnings (loss) per share attributable to common shareholders: Net income (loss) from continuing operations Income from discontinued operations Net income (loss) Diluted Shares Outstanding Basic weighted-average shares outstanding Stock-based awards Diluted weighted-average shares outstanding Diluted earnings (loss) per share attributable to common shareholders: Net income (loss) from continuing operations Income from discontinued operations Net income (loss) 2017 2016 2015 $ $ $ $ $ $ $ $ $ (12,942) — (12,942) 18,882 (0.69) — (0.69) 18,882 — 18,882 (0.69) — (0.69) $ $ $ $ $ $ $ $ $ 2,139 $ — $ 2,139 $ 12,571 2,116 14,687 18,731 18,656 0.11 $ — $ 0.11 $ 18,731 325 19,056 0.67 0.11 0.79 18,656 521 19,177 0.11 $ — $ 0.11 $ 0.66 0.11 0.77 Potentially dilutive shares excluded from diluted-per-share amounts: Stock options — (1) 288 345 Potentially anti-dilutive shares excluded from diluted-per-share amounts: Stock options 2,118 (1) 1,347 688 (1) As a result of the net loss for the year ended December 31, 2017, no potentially dilutive securities are included in the calculation of diluted earnings (loss) per share because such effect would be anti-dilutive. Potentially dilutive securities include 1,390 outstanding options to purchase shares of common stock and 728 restricted stock units. Potentially dilutive shares excluded from diluted-per-share amounts include performance-based options to purchase shares of common stock, for which certain earnings metrics have not been achieved. Potentially anti-dilutive shares excluded from diluted-per-share amounts include both non-qualified stock options and unearned performance-based options to purchase shares of common stock with exercise prices greater than the weighted-average share price during the period and shares that would be anti-dilutive to the computation of diluted net income per share for each of the years presented. Share-Based Compensation The Company’s outstanding stock options include time-based stock options, which vest over differing periods ranging from the date of issuance up to 48 months from the option grant date; performance-based stock options, which have already vested upon achieving operating income margins of six, eight and ten percent as reported in four of five consecutive quarters over the term of the options. The Company’s outstanding restricted stock units ("RSUs") include time-based RSUs, which vest over differing periods ranging from 12 months up to 48 months from the RSU grant date, as well as performance-based RSUs, which vest upon achieving cumulative annual net sales growth targets over a rolling one year period and performance-based RSUs, which vest 61 Table of Contents upon achieving earnings-per-share targets over a rolling one-year period. RSUs granted to the Board of Directors contain a restriction period in which the shares are not issued until two years after vesting. The Company recognizes all share-based payments to Directors and employees, including grants of stock options and restricted stock units, in the statement of operations based on their grant-date fair values. The Company records compensation expense, over the vesting period of the stock options and restricted stock units based on the fair value of the stock options and restricted stock units on the date of grant. Comprehensive Income (Loss) Comprehensive income (loss) includes all changes in shareholders’ equity except those resulting from investments by, and distributions to, shareholders. Accordingly, the Company’s comprehensive income (loss) includes net income (loss), net unrealized gains (losses) on investment securities, reclassifications of realized gains, and foreign currency adjustments that arise from the translation of the financial statements of the Company’s foreign subsidiaries. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09 - Revenue from Contracts with Customers (Topic 606), and has subsequently issued ASUs 2015-14 - Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, 2016-08 - Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross Versus Net), 2016-10 - Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, 2016-12 - Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, and 2016-20 - Revenue from Contracts with Customers (Topic 606): Technical Corrections and Improvements to Topic 606 (collectively, Topic 606). Topic 606 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The guidance is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. This guidance is effective for the Company beginning on January 1, 2018, and provides the Company with the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. The Company adopted Topic 606 in January 2018 under a modified retrospective approach, under which the cumulative effect of initially applying Topic 606 is recognized as an adjustment to the opening balance of retained earnings. As a result of adopting Topic 606, the Company will, recognize revenue upon shipments to distributors net of sales reserves. The cumulative effect of adopting Topic 606 on January 1, 2018 was an increase to retained earnings of $0.8 million (net of tax). In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. This guidance requires that entities with a classified statement of financial position present all deferred tax assets and liabilities as non-current. This update was adopted during the first quarter of 2017 and applied on the retrospective basis. Other than the netting of current deferred tax assets of $5.6 million, which increased long-term deferred tax assets from $16.0 million to $21.6 million as of December 31, 2016, the adoption of this ASU did not have a material impact on the Company’s results of operations and consolidated financial statements. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. This update amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Although the ASU retains many current requirements, it significantly revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. The ASU also amends certain disclosure requirements associated with the fair value of financial instruments. This update is effective for interim and annual periods beginning after December 15, 2017. The adoption of this ASU is not expected to have a material impact on the Company’s results of operations, consolidated financial statements and footnote disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842): Accounting for Leases. This update specifies that lessees should recognize assets and liabilities arising from all leases, except for leases with a lease term of 12 months or less. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will largely remain unchanged and shall continue to depend on its classification as a finance or operating lease. The ASU will be effective 62 Table of Contents for annual periods beginning after December 15, 2018 with early adoption permitted. The adoption of this ASU is not expected to have a material impact on the Company’s results of operations; however, it is expected to gross-up the consolidated balance sheet as a result of recognizing a lease asset along with a similar lease liability. In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. This update amends the scope of modification accounting surrounding share-based payment arrangements as issued in ASU 2016-09 by providing guidance on the various types of changes which would trigger modification accounting for share-based payment awards. ASU 2017-09 is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods. Early adoption is permitted, including adoption in any interim period, for public business entities for reporting periods for which financial statements have not yet been issued. While the Company does not expect the adoption of ASU 2017-09 to have a material effect on its business, the Company is still evaluating any potential impact that adoption of ASU 2017-09 may have on its results of operations, consolidated financial statements and footnote disclosures. NOTE 2: DISCONTINUED OPERATIONS The following table summarizes the operating results of the Company’s discontinued operations (dollar amounts in thousands): Net sales Income before income tax provision Income tax provision Income from discontinued operations 2015 — 2,604 488 2,116 $ $ $ There was no income or losses from discontinued operations during the years ended December, 31, 2017 and 2016. During the year ended December 31, 2015, the Company received $1.3 million in net proceeds from the sales of its fixed assets in Venezuela, which is included in the results from discontinued operations. The Company ceased its operations in Venezuela in 2014. During the year ended December 31, 2015, the Company released $1.3 million in accrued liabilities related to prior sales and use taxes as well as other litigation in Brazil, which is included in the results from discontinued operations. The income from discontinued operations did not have a material impact on the Company’s operating cash flows during the year ended December 31, 2015. NOTE 3: RESTRUCTURING RELATED EXPENSES In April 2015, the Company announced its plan to streamline its operations and refocus its activities on profitable growth opportunities. The planned streamlining is expected to reduce costs, improve efficiencies and renew focus on larger and more profitable Company markets. As part of the plan, the Company eliminated approximately 100 positions worldwide through both severance and attrition. It also ceased operations in Vietnam and abandoned the lease for the building in that market. The Company incurred approximately $3.3 million of non-recurring expenses during the year ended December 31, 2015, which were recorded primarily in selling, general and administrative expenses, of which $2.8 million related to severance and termination benefits and $0.5 million related to other exit costs. In 2016, the Company decided to exit the Philippines and streamline its operations in Singapore. Total restructuring costs were $0.2 million for the year ended December 31, 2016, which were recorded primarily in selling, general and administrative expenses as well as in cost of goods sold. In continuing to execute the on-going strategy of focusing on larger and more profitable Company markets and in efforts to reduce costs and improve efficiencies, the Company executed a restructuring plan during the fourth quarter of 2017. As a part of the plan, the Company eliminated 60 positions worldwide through severance. It also ceased operations in the Costa Rica and Nicaragua markets, and closed the Los Angeles office. During the year ended December 31, 2017, the Company incurred approximately $1.5 million of non-recurring expenses that are recorded primarily in selling, general and administrative expenses consisting of severance, the write off of remaining lease costs net of contractual sublease payments, and of other market exit costs. Of the restructuring costs incurred during the year ended December 31, 2017, only $0.8 million of severance and rent costs remained payable at year-end. 63 Table of Contents The following table summarizes the 2015, 2016, and 2017 restructuring activity: Liability balance at December 31, 2014 Increase in liability Reduction in liability (payments) Liability balance at December 31, 2015 Increase in liability Reduction in liability (payments) Liability balance at December 31, 2016 Increase in liability Reduction in liability (payments) Liability balance at December 31, 2017 NOTE 4: INVENTORIES The composition of inventories is as follows (dollar amounts in thousands): As of December 31, Raw materials Work in process Finished goods Total inventory Total — 3,306 (2,462) 844 200 (995) 49 1,483 (782) 750 $ $ $ $ 2017 2016 $ $ 9,522 $ 2,153 32,372 44,047 $ 14,995 694 31,908 47,597 NOTE 5: PROPERTY, PLANT AND EQUIPMENT The composition of property, plant and equipment is as follows (dollar amounts in thousands): As of December 31, Land and improvements Buildings and improvements Machinery and equipment Furniture and fixtures Computer software and hardware Accumulated depreciation and amortization Total property, plant and equipment 2017 2016 $ 841 $ 30,760 25,160 20,385 51,632 128,778 (59,672) 69,106 $ $ 1,996 30,277 23,699 19,962 49,340 125,274 (52,002) 73,272 Depreciation expense was $8.5 million, $4.7 million, and $4.4 million for the years ended December 31, 2017, 2016 and 2015, respectively. Capitalized interest was $0.1 million, $0.2 million, and $0 for the years ended December 31, 2017, 2016 and 2015, respectively. In January of 2017, the Company sold a 53 acre property in Springville, Utah. At December 31, 2016, $0.5 million of land and improvements was classified as held for sale and an impairment of $0.2 million was recognized for the year ended December 31, 2016. As of December 31, 2017, the Company reclassified an eight-acre property in Provo, Utah, as an asset held for sale. The Company originally acquired the property with the intent to erect a building for the corporate headquarters. As there is no intention to move the corporate headquarters to this location, Company management decided to sell the property. The property 64 Table of Contents is currently under contract to sell. The Company anticipates the sale of the property to be completed during 2018. As the fair value of the property exceeds the carrying value, no loss was recognized during the year ended December 31, 2017. NOTE 6: INTANGIBLE ASSETS At December 31, 2017, and 2016, intangibles for product formulations and registrations had a gross carrying amount of $1.8 million, and $1.9 million, accumulated amortization of $1.1 million, and $0.9 million, and a net amount of $0.7 million, and $1.0 million, respectively. The estimated useful lives of the product formulations range from 9 to 15 years. During the year ended December 31, 2016, the Company purchased blue-hat product registrations of $0.5 million in China. The estimated useful lives of the blue-hat product registrations range from 3 to 5 years. Due to a reassessment of product demand, the Company took an impairment on the blue-hat product registrations of $0.1 million for the year ended December 31, 2017. Amortization expense for intangible assets for the years ended December 31, 2017, 2016, and 2015 was $0.2 million, $0.1 million and $0.1 million, respectively. Estimated amortization expense for the five succeeding years and thereafter is as follows (dollar amounts in thousands): Year Ending December 31, 2018 2019 2020 2021 2022 Total NOTE 7: ACCRUED LIABILITIES The composition of accrued liabilities is as follows (dollar amounts in thousands): As of December 31, Salaries and employee benefits Sales, use and property tax (See Note 14) Convention and meeting costs Other Total NOTE 8: INVESTMENT SECURITIES $ $ 186 186 186 134 17 709 2017 2016 10,289 $ 10,670 3,367 4,970 6,354 2,376 5,129 6,225 24,980 $ 24,400 $ $ The amortized cost and estimated fair values of available-for-sale securities are as follows (dollar amounts in thousands): As of December 31, 2016 U.S. government securities funds Total short-term investment securities Amortized Cost $ $ 1,799 1,799 $ $ Gross Unrealized Gains Gross Unrealized Losses Fair Value — $ — $ (23) $ (23) $ 1,776 1,776 There were no available for sale securities as of December 31, 2017. During 2017, 2016, and 2015, the proceeds from the sales of available-for-sale securities were $1.8 million, $5,000, and $0.8 million, respectively. During the year ended December 31, 2016, the Company had gross realized gains of $0.3 million on sales of available-for-sale securities (net of tax). There were zero realized gains (losses) on sales of available-for-sales securities (net of tax) for the year ended December 31, 2015. 65 Table of Contents The Company’s trading securities portfolio totaled $2.0 million and $1.4 million at December 31, 2017 and 2016, respectively, and generated gains of $0.2 million, gains of $0.1 million, and losses of $5,000, for the years ended December 31, 2017, 2016, and 2015, respectively. NOTE 9: REVOLVING CREDIT FACILITY On July 11, 2017, the Company entered into a revolving credit agreement with Bank of America, N.A., with a borrowing limit of $25.0 million, that matures on July 11, 2020 (the “Bank of America Credit Agreement”). In connection with the closing of the Bank of America Credit Agreement, the Company terminated its revolving credit agreement with Wells Fargo Bank, N.A. (the "Wells Fargo Credit Agreement") and satisfied in full the outstanding balance thereof through borrowings on the Bank of America Credit Agreement. The Company pays interest on any borrowings under the Bank of America Credit Agreement at LIBOR plus 1.25 percent (2.82 percent as of December 31, 2017), and an annual commitment fee of 0.2 percent on the unused portion of the commitment. The Company is required to settle its net borrowings under the Bank of America Credit Agreement only upon maturity, and as a result, has classified its outstanding borrowings as non-current on its condensed consolidated balance sheet as of December 31, 2017. At December 31, 2017, the outstanding balance under the Bank of America Credit Agreement was $13.2 million. The Bank of America Credit Agreement contains customary financial covenants, including financial covenants relating to the Company’s solvency, leverage, and minimum EBITDA. In addition, the Bank of America Credit Agreement restricts certain capital expenditures, lease expenditures, other indebtedness, liens on assets, guarantees, loans and advances, dividends, and merger, consolidation and the transfer of assets except as permitted in the Bank of America Credit Agreement. The Bank of America Credit Agreement is collateralized by the Company's manufacturing facility, accounts receivable balance, inventory balance and other assets. The Company was in compliance with the debt covenants set forth in the Bank of America Credit Agreement as of December 31, 2017. Prior to the termination of the Wells Fargo Credit Agreement, the Company paid interest at LIBOR plus 1.25 percent (2.13 percent at December 31, 2016), and an annual commitment fee of 0.25 percent on the unused portion of the commitment. At December 31, 2016, the outstanding balance under the Wells Fargo Credit Agreement was $9.9 million. NOTE 10: ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The components of accumulated other comprehensive income (loss), net of tax, are as follows (dollar amounts in thousands): Balance as of January 1, 2015 Activity, net of tax Balance as of December 31, 2015 Activity, net of tax Balance as of December 31, 2016 Activity, net of tax Balance as of December 31, 2017 NOTE 11: INCOME TAXES Foreign Currency Translation Adjustments Net Unrealized Gains (Losses) On Available-For-Sale Securities $ $ (11,464) $ 233 (11,231) (16) (11,247) 1,113 (10,134) 260 (272) (12) (1) (13) 15 2 $ Total Accumulated Other Comprehensive Loss (11,204) (39) (11,243) (17) (11,260) 1,128 (10,132) $ On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (Tax Reform Act). The Tax Reform Act alters U.S. corporate income taxation in a number of significant ways including, lowering the corporate income tax rate from 35% to 21%, implementing a quasi-territorial tax regime by providing a 100% Dividends Received Deduction (“DRD”) of foreign dividends, imposing a one-time transition tax on deemed repatriated post-1986 undistributed earnings of foreign subsidiaries and revising or eliminating certain deductions. As a result of the large number of changes and the complexity of the changes resulting from the Tax Reform Act and given the lack of guidance provided thus far regarding the tax law changes, the Company has not finalized the accounting for income tax effects of the Tax Reform Act. The Securities and Exchange Commission Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (SAB 118), provides guidance on accounting for the impact 66 Table of Contents of the Tax Reform Act. SAB 118 allows for a provisional estimate to be recognized in the financial statements relating to ASC 740 in instances where a company’s accounting for certain income tax effects of the Tax Reform Act is incomplete, but can be reasonably estimated. If a company is unable to reasonably estimate a provisional amount to be included in the financial statements, SAB 118 provides that it should continue to apply ASC 740 based on the provisions of the tax laws in effect immediately prior to the enactment of the Tax Reform Act. The Company has estimated it will not owe any transition tax; therefore, it has recorded no provisional amount related to the deemed repatriation of post-1986 undistributed earnings of foreign subsidiaries. The company has recorded a provisional amount of $9.9 million related to the establishment of a valuation allowance on deferred tax assets for foreign tax credits. Utilization of the company’s foreign tax credit carryforwards is expected to be significantly limited due to changes made by the Tax Reform Act on the way that foreign income is calculated and sourced. A provisional amount of $3.8 million has also been recorded relating to re-measurement of U.S. deferred tax assets and liabilities based on the new lower corporate income tax rate at which deferred taxes are expected to reverse in the future. This amount is provisional because while it is possible to reasonably estimate the impact of the rate reduction, it may be impacted by additional analysis related to the Tax Reform Act, including, but not limited to, return to accrual adjustments and the state tax effect of adjustments made to federal temporary differences. The Company is also in the process of analyzing the potential effects of several new provisions resulting from the Tax Reform Act that take effect in 2018 including, the Global Intangible Low-taxed Income (GILTI) tax, the Foreign-derived Intangible Income (FDII) deduction, the Base-erosion Anti-abuse Tax (BEAT), interest expense deduction limitations, executive compensation deduction limits and various other provisions. Due to the complexity of the new GILTI rules, the Company are continuing to evaluate the impact of this provision of the Tax Reform Act on the Company’s income tax reporting. U.S. accounting rules allow companies to adopt an accounting policy to recognize taxes due on future U.S. taxable income inclusions related to GILTI under either the period cost method or the deferred method. Under the period cost method, GILTI taxes are included as a current-period expense when incurred, whereas under the deferred method, these taxes would be included in the company’s measurement of its deferred taxes. The company is unable to reasonably estimate the effect of this provision of the Tax Reform Act at this time; therefore, no financial statement adjustments have been made with respect to potential GILTI taxes, nor has the Company made a policy decision regarding whether to record deferred taxes related to GILTI. Prior to enactment of the Tax Reform Act, the Company’s assertion has been that it does not reinvest undistributed foreign earnings indefinitely in its foreign subsidiaries. Again, due to the complexity of the many provisions of the Tax Reform Act, the Company has not made a policy decision with respect to its indefinite reinvestment assertion. As stated above, the Company currently estimates that it will not owe additional cash taxes as a result of the transition tax. The provisions of the transition tax rules allow for earnings and profits deficit amounts in one jurisdiction to be netted with positive earnings and profit amounts in other jurisdictions as long as certain U.S. ownership requirements are met. Because of these rules, no transition tax will be paid based on current estimates. Estimates are based on the Company’s post-1986 earnings and profits in its U.S.-owned foreign subsidiaries for which the Company had unremitted earnings. Income (loss) from continuing operations before provision (benefit) for income taxes are taxed under the following jurisdictions (dollar amounts in thousands): Year Ended December 31, Domestic Foreign Total 2017 2016 2015 $ $ (2,211) $ 5,433 3,222 $ 6,420 2,846 9,266 $ $ 6,290 6,990 13,280 67 Table of Contents Components of the provision (benefit) for income taxes from continuing operations for each of the three years in the period ended December 31, 2017 are as follows (dollar amounts in thousands): Year Ended December 31, Current: Federal State Foreign Subtotal Deferred: Federal State Foreign Subtotal 2017 2016 2015 $ (1,240) $ (23) 4,168 2,905 13,654 (248) 728 14,134 1,987 $ 498 5,345 7,830 496 (14) 279 761 537 73 4,503 5,113 (3,624) 430 (179) (3,373) 1,740 Total provision for income taxes $ 17,039 $ 8,591 $ The provision (benefit) for income taxes, as a percentage of income from continuing operations before provision (benefit) for income taxes, differs from the statutory U.S. federal income tax rate due to the following: Year Ended December 31, Statutory U.S. federal income tax rate State income taxes, net of U.S. federal income tax benefit U.S. tax impact of foreign operations Valuation allowance change Unrecognized tax benefits Domestic manufacturing deduction Permanent foreign items Non-income tax contingencies Remeasurement of deferred tax assets/liabilities Elimination of provision on intercompany transactions Other Effective income tax rate 2017 2016 2015 35.0% 35.0% 35.0% (5.5) 1.0 405.3 (91.1) — 53.7 — 117.6 4.6 8.2 3.4 (53.4) 77.6 4.7 (2.8) 26.8 — — 0.1 1.3 528.8% 92.7% 2.7 2.8 (24.5) 11.2 (1.3) (7.4) (2.0) — — (3.4) 13.1% Pretax earnings of a foreign subsidiary or affiliate are subject to U.S. taxation when effectively repatriated. Historically, the Company has asserted that it does not reinvest undistributed earnings indefinitely in the Company’s foreign subsidiaries; however, the Company is still assessing the impact of the Tax Reform Act and have not yet made a decision with respect to the Company's indefinite reinvestment assertion. Adjustments relating to the U.S. impact of foreign operations increased the effective tax rate by 1.0 percentage points in 2017, decreased the effective tax rate by 53.4 percentage points in 2016, and increased the effective tax rate by 2.8 percentage points in 2015. The components of this calculation were: Components of U.S. tax impact of foreign operations Dividends received from foreign subsidiaries Foreign tax credits Foreign tax rate differentials Unremitted earnings Other adjustments Total 2017 2016 2015 65.7% (4.1) (60.6) — — 1.0% 65.9 % (91.8) (27.1) 0.2 (0.6) (53.4)% 5.4% (1.1) (1.2) (0.3) — 2.8% 68 Table of Contents The significant components of the deferred tax assets (liabilities) are as follows (dollar amounts in thousands): As of December 31, Inventory Accrued liabilities Deferred compensation Equity-based compensation Intangibles assets Bad debts Net operating losses Foreign tax and withholding credits Non-income tax accruals Health insurance accruals Other deferred tax assets Capital loss carryforward Valuation allowance Total deferred tax assets Other deferred tax liabilities Accelerated depreciation Total deferred tax liabilities Total deferred taxes, net 2017 2016 $ 2,268 $ 2,190 481 3,091 142 95 13,755 14,572 41 125 1,869 82 (24,024) 14,687 (1,255) (5,919) (7,174) 7,513 $ 1,520 4,178 498 5,034 237 76 7,143 13,183 57 257 1,735 510 (11,250) 23,178 (1,597) — (1,597) 21,581 2016 21,590 (9) 21,581 $ $ $ The components of deferred tax assets (liabilities), net are as follows (dollar amounts in thousands): As of December 31, Net deferred tax assets Net deferred tax liabilities Total deferred taxes, net 2017 8,283 (770) 7,513 $ $ At December 31, 2016, net deferred tax liabilities were included in other liabilities on the consolidated balance sheets. Management has provided a valuation allowance of $24.0 million and $11.3 million as of December 31, 2017 and 2016, respectively, for certain deferred tax assets, including foreign net operating losses, for which management cannot conclude it is more likely than not that they will be realized. The Company reviewed its tax positions and increased its valuation allowance by approximately $12.8 million in 2017 primarily due to a domestic increase of $10.8 million and a foreign increase of $2.0 million. For financial reporting purposes, the release of these valuation allowances would reduce income tax expenses in the year released. At December 31, 2017, the Company had approximately $14.6 million of foreign tax and withholding credits. Of the $14.6 million credits, $14.2 million are foreign tax credits, most of which expire in 2024 and all of which are fully offset by a valuation allowance. At December 31, 2017, the Company had unused operating loss carryovers for tax purposes of approximately $13.8 million with approximately $9.2 million relating to foreign subsidiaries and approximately $4.6 million relating to U.S. entities. The net operating losses will expire at various dates from 2018 through 2027, with the exception of those in some foreign jurisdictions where there is no expiration. The foreign net operating losses have a full valuation allowance recorded against them. The Company is subject to regular audits by federal, state and foreign tax authorities. These audits may result in additional tax liabilities. The Company believes it has appropriately provided for income taxes for all years. Several factors drive the calculation of its tax reserves. Some of these factors include: (i) the expiration of various statutes of limitations; (ii) changes in tax law and regulations; (iii) the issuance of tax rulings; and (iv) settlements with tax authorities. Changes in any of these factors may result in adjustments to the Company’s reserves, which would impact its reported financial results. The Company’s U.S. federal income tax returns for 2014 through 2016 are open to examination for federal tax purposes. The Company has several foreign tax jurisdictions that have open tax years from 2010 through 2017. 69 Table of Contents The total outstanding balance for liabilities related to unrecognized tax benefits at December 31, 2017 and 2016 was $4.6 million and $6.8 million, respectively, all of which would favorably impact the effective tax rate if recognized. Included in these amounts is approximately $1.7 million and $1.8 million, respectively, of combined interest and penalties. The Company decreased interest and penalties approximately $0.2 million and $0.1 million for the years ended December 31, 2017 and 2016, respectively. The Company accounts for interest expense and penalties for unrecognized tax benefits as part of its income tax provision. During the years ended December 31, 2017, 2016 and 2015, the Company added approximately $0.9 million, $1.4 million and $1.6 million, respectively, to its liability for unrecognized tax benefits. Included in these amounts are approximately $0.1 million, $0.3 million and $0.3 million for the years ended December 31, 2017, 2016 and 2015, respectively, related to interest expense and penalties. In addition, the Company recorded a benefit related to the lapse of applicable statute of limitations of approximately $2.3 million, $2.5 million and $0.1 million for the years ended December 31, 2017, 2016 and 2015, respectively, all of which favorably impacted the Company’s effective tax rate. A reconciliation of the beginning and ending amount of liabilities associated with uncertain tax benefits, excluding interest and penalties, is as follows for the years (dollar amounts in thousands): Year Ended December 31, 2017 2016 2015 Unrecognized tax benefits, opening balance $ 4,908 $ 5,825 $ Settlement of liability reclassified as income tax payable Payments on liability Tax positions taken in a prior period Gross increases Gross decreases Tax positions taken in the current period Gross increases Gross decreases Lapse of applicable statute of limitations Currency translation adjustments Unrecognized tax benefits, ending balance — — — (705) 716 — (1,970) 7 — — — — 1,182 — (2,121) 22 $ 2,956 $ 4,908 $ 4,950 (104) — — (47) 1,252 — (69) (157) 5,825 The Company anticipates that liabilities related to unrecognized tax benefits will increase approximately $0.2 million to $0.6 million within the next twelve months due to additional transactions related to commissions and transfer pricing. The Company believes that it is reasonably possible that unrecognized tax benefits may change by $0 to $0.2 million within the next twelve months due to the expiration of statutes of limitations in various jurisdictions. Although the Company believes its estimates are reasonable, the Company can make no assurance that the final tax outcome of these matters will not be different from that which it has reflected in its historical income tax provisions and accruals. Such differences could have a material impact on the Company’s income tax provision and operating results in the period in which the Company makes such determination. NOTE 12: CAPITAL TRANSACTIONS Dividends On March 7, 2017, the Company announced a cash dividend of $0.10 per common share in the aggregate of $1.8 million, which was paid on April 3, 2017, to shareholders of record as of March 22, 2017. On May 10, 2017, the Company announced that its Board of Directors elected to suspend the payment of quarterly dividends. The Company's Board of Directors will periodically evaluate the Company’s dividend policy in the future. The declaration of future dividends is subject to the discretion of the Company’s Board of Directors and will depend upon various factors, including the Company’s earnings, financial condition, restrictions imposed by any indebtedness that may be outstanding, cash requirements, future prospects and other factors deemed relevant by its Board of Directors. 70 Table of Contents On February 24, 2016, the Company announced a cash dividend of $0.10 per common share in an aggregate amount of $1.9 million that was paid on March 22, 2016, to shareholders of record on March 11, 2016. On May 10, 2016, the Company announced a cash dividend of $0.10 per common share in an aggregate amount of $1.9 million that was paid on June 6, 2016, to shareholders of record on May 25, 2016. On August 5, 2016, the Company announced a cash dividend of $0.10 per common share in an aggregate amount of $1.9 million that was paid on September 2, 2016, to shareholders of record on August 23, 2016. On November 2, 2016, the Company announced a cash dividend of $0.10 per common share in an aggregate amount of $1.9 million that was paid on December 5, 2016, to shareholders of record on November 23, 2016. Share Repurchase Program In November 2014, the Board of Directors authorized a $20.0 million share repurchase program beginning January 1, 2015. Purchases were made in the open market, through block trades, in privately negotiated transactions or otherwise. This program was discontinued in 2016. Shares repurchased during the years ended December 31, 2017, 2016, and 2015, totaled 0 shares, 0 shares and 501,000 shares, respectively. Share-Based Compensation During the year ended December 31, 2012, the Company’s shareholders adopted and approved the the 2012 Incentive Plan. The 2012 Incentive Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, performance awards, stock awards and other stock- based awards. The Compensation Committee of the Board of Directors has authority and discretion to determine the type of award as well as the amount, terms and conditions of each award under the 2012 Incentive Plan, subject to the limitations of the 2012 Incentive Plan. A total of 1,500,000 shares of the Company’s common stock were originally authorized for the granting of awards under the 2012 Stock Incentive Plan. In January 2015, the Company’s shareholders approved an amendment to the 2012 Incentive Plan, to increase the number of shares of Common Stock reserved for issuance by 1,500,000 shares. The number of shares available for awards, as well as the terms of outstanding awards, are subject to adjustment as provided in the 2012 Incentive Plan for stock splits, stock dividends, recapitalizations and other similar events. The Company also maintains the 2009 Incentive Plan, which was approved by shareholders in 2009. The 2009 Incentive Plan also provided for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, performance awards, stock awards and other stock-based awards. Under the 2012 Incentive Plan, any shares subject to award, or awards forfeited or reacquired by the Company issued under the 2009 Incentive Plan are available for award up to a maximum of 400,000 shares. Stock Options The Company’s outstanding stock options include time-based stock options, which vest over differing periods ranging from the date of issuance up to 48 months from the option grant date; performance-based stock options, which have already vested upon achieving operating income margins of six, eight and ten percent as reported in four of five consecutive quarters over the term of the options. 71 Table of Contents Stock option activity for 2017, 2016, and 2015 consisted of the following (share amounts in thousands, except for per share information): Number of Shares Weighted Average Exercise Price Per Share Options outstanding at January 1, 2015 Granted Forfeited or canceled Exercised Options outstanding at December 31, 2015 Granted Forfeited or canceled Exercised Options outstanding at December 31, 2016 Granted Forfeited or canceled Exercised Options outstanding at December 31, 2017 2,037 $ 335 (284) (405) 1,683 — (124) (35) 1,524 25 (142) (17) 1,390 $ 11.69 14.04 14.07 9.78 12.21 — 11.95 4.74 12.41 13.50 14.69 12.06 12.20 During the year ended December 31, 2017, the Company granted options to purchase 25,000 shares of common stock under the 2012 Stock Incentive Plan to one member of the Company’s Board of Directors, which are composed of both time- based stock options and net sales performance-based stock options. These options were issued with a weighted-average exercise price of $13.50 per share and a weighted-average grant date fair value of $4.94 per share. All of the options issued have an option termination date of ten years from the option grant date. During the year ended December 31, 2016, the Company did not grant any stock options to purchase shares of common stock under the 2012 Stock Incentive Plan to the Company’s Board of Directors and executive officers. During the year ended December 31, 2015, the Company granted time-based options to purchase 335,000 shares of common stock under the 2012 Stock Incentive Plan to the Company’s executive officers and other employees, which are composed of both time-based stock options and net sales performance-based stock options. These options were issued with a weighted average exercise price of $14.04 per share and a weighted average grant date fair value of $4.79 per share. All of the options issued have an option termination date of ten years from the option grant date. For the years ended December 31, 2017, 2016, and 2015, the Company issued 17,000, 35,000, and 405,000 shares of common stock upon the exercise of stock options at an average exercise price of $12.06, $4.74, and $9.78 per share, respectively. The aggregate intrinsic values of options exercised during the years ended December 31, 2017, 2016, and 2015 was $17,000, $0.2 million, and $1.4 million, respectively. For the years ended December 31, 2017, 2016, and 2015, the Company recognized $17,000, $0.1 million, and $0.5 million of tax benefits from the exercise of stock options during the period, respectively. The fair value of each option grant was estimated on the date of the grant using the Black-Scholes option-pricing model with the following weighted average assumptions for the years ended December 31, 2017, 2016, and 2015: Weighted average grant date fair value of grants $ 4.94 $ — $ 4.79 2017 2016 2015 Expected life (in years) Risk-free interest rate Expected volatility Dividend yield 5.0 1.8 39.8 — — — — — 5.0 to 6.0 1.5 to 1.8 42.6 to 52.3 2.8 to 3.6 Share-based compensation expense from time-based stock options for the years ended December 31, 2017, 2016, and 2015 was $0.2 million, $0.8 million and $1.6 million, respectively. As of December 31, 2017, 2016, and 2015, the unrecognized share-based compensation cost related to grants described above was $13,000, $0.3 million, and $1.1 million, respectively. As 72 Table of Contents of December 31, 2017, the remaining compensation cost is expected to be recognized over the weighted-average period of approximately 0.2 years. As of December 31, 2017, the Company did not have any unvested performance-based stock options outstanding. The following table summarizes information about options outstanding and exercisable at December 31, 2017 (share amounts in thousands, except per share information): Range of Option Prices Per Share $2.35 to $9.99 $10.00 to $13.99 $14.00 to $17.70 Options Outstanding Options Exercisable Options Outstanding Weighted-Avg. Remaining Contractual Life Weighted-Avg. Exercise Price Per Share Options Exercisable Weighted-Avg. Remaining Contractual Life Weighted-Avg. Exercise Price Per Share 152 938 300 1,390 $ 2.3 4.9 6.7 5.38 12.42 14.98 152 903 238 1,293 $ 2.3 4.9 6.6 5.38 12.36 15.17 At December 31, 2017, the aggregate intrinsic value of outstanding options to purchase 1,390,000 shares of common stock, the exercisable options to purchase 1,293,000 shares of common stock, and options to purchase 92,000 shares of common stock expected to vest was $0.9 million, $0.9 million, and $0, respectively. At December 31, 2016, the aggregate intrinsic value of outstanding options to purchase 1,524,000 shares of common stock, the exercisable options to purchase 1,201,000 shares of common stock, and options to purchase 306,000 shares of common stock expected to vest was $4.2 million, $3.7 million, and $386,000, respectively. Restricted Stock Units The Company’s outstanding restricted stock units (RSUs) include time-based RSUs, which vest over differing periods ranging from 12 months up to 48 months from the RSU grant date, as well as performance-based RSUs, which upon achieving cumulative annual net sales growth targets over a rolling one-year period and performance-based RSUs, which vest upon achieving earnings-per-share targets over a rolling one-year period. RSUs given to the Board of Directors contain a restriction period in which the shares are not issued until two years after vesting. At December 31, 2017 and 2016, there were 96,000 and 69,000 vested RSUs given to the Board of Directors that had a restriction period. Restricted stock unit activity for the period ended December 31, 2017, 2016, and 2015 is as follows: (share amounts in thousands, except per share information): Units outstanding at January 1, 2015 Granted Issued Forfeited Units outstanding at December 31, 2015 Granted Issued Forfeited Units outstanding at December 31, 2016 Granted Issued Forfeited Units outstanding at December 31, 2017 Number of Shares Weighted Average Grant Date Fair Value $ 180 679 (30) (85) 744 281 (154) (33) 838 274 (187) (197) 728 15.09 12.61 13.63 12.84 12.48 9.49 13.05 12.20 11.39 12.62 12.23 12.07 11.56 During the year ended December 31, 2017, the Company granted 274,000 restricted stock units (RSUs) of common stock under the 2012 Incentive Plan to the Company’s board, executive officers and other employees, which are composed of 73 Table of Contents both time-based RSUs and net sales and earnings per share performance-based RSUs. The time-based RSUs were granted with a weighted-average grant date fair value $12.29 per share and vest in 12 monthly installments over a one year period from the grant date or in annual installments over three year period from the grant date. The net sales performance-based RSUs were granted with a weighted-average grant date fair value of $13.35 per share and vest upon achieving net sales targets over a three year period from the grant date. During the period ended December 31, 2016, the Company granted 281,000 RSUs of common stock under the 2012 Incentive Plan to the Company's board, executive officers and other employees. The time-based RSUs were granted with a weighted average grant date fair value of $10.06 per share and vest 12 monthly installments over a one year period from the grant date, or in annual installments over a three year period from the grant date. The net sales performance-based RSUs were granted with h a weighted-average grant date fair value of $8.16 per share and vest upon achieving net sales targets over a three year period from the grant date. During the period ended December 31, 2015, the Company granted 679,000 RSUs of common stock under the 2012 Incentive Plan to the Company's board, executive officers and other employees. The RSUs were granted with a weighted average grant date fair value of $12.61 per share and vest in 12 monthly installments over a one year period from the grant date, vest in annual installments over a three year periods from from the grant date, or after a three-year cliff. The net sales and earnings per share performance-based RSUs were granted with a weighted-average grant date fair value of $12.13 per share and vest upon achieving (i) net sales targets over a three year period from the grant date and (ii) earnings per share targets over a six year period from the grant date. RSUs are valued at the market value on the date of grant, which is the grant date share price discounted for expected dividend payments during the vesting period. For RSUs with post-vesting restrictions, a Finnerty Model was utilized to calculate a valuation discount from the market value of common shares reflecting the restriction embedded in the RSUs preventing the sale of the underlying shares over a certain period of time. The Finnerty Model proposes to estimate a discount for lack of marketability such as transfer restrictions by using an option pricing theory. This model has gained recognition through its ability to address the magnitude of the discount by considering the volatility of a company’s stock price and the length of restriction. The concept underpinning the Finnerty Model is that restricted stock cannot be sold over a certain period of time. Using assumptions previously determined for the application of the option pricing model at the valuation date, the Finnerty Model discount for lack of marketability is approximately 11.9 percent for a common share. Share-based compensation expense from RSUs for the period ended December 31, 2017, 2016, and 2015, was approximately $2.0 million, $2.4 million, and $2.9 million, respectively. As of December 31, 2017, and 2016, the unrecognized share-based compensation expense related to the grants described above was $1.3 million and $2.0 million, respectively. As of December 31, 2017, the remaining compensation expense is expected to be recognized over the weighted average period of approximately 1.2 years. The Company has not recognized any share-based compensation expense related to the net sales and earnings per share performance-based RSUs for the years ended December 31, 2017, 2016, and 2015. Should the Company attain all of the metrics related to the performance-based RSU grant, the Company would recognize up to $3.5 million of potential share-based compensation expense. The number of shares issued upon vesting or exercise for restricted stock units granted, pursuant to the Company’s share-based compensation plans, is net of shares withheld to cover the minimum statutory withholding requirements that the Company pays on behalf of its employees, which was 43,000 and 20,000 shares for the years ended December 31, 2017 and 2016, respectively. Although shares withheld are not issued, they are treated as common share repurchases for accounting purposes, as they reduce the number of shares that would have been issued upon vesting. These shares do not count against the authorized capacity under the repurchase program described above. NOTE 13: EMPLOYEE BENEFIT PLANS Deferred Compensation Plans The Company sponsors a qualified deferred compensation plan which qualifies under Section 401(k) of the Internal Revenue Code. During 2017, the Company made matching contributions of 70 percent of employee contributions up to a maximum of five percent of the employee’s compensation (the match was increased from 60 percent to 70 percent of employee contributions up to a maximum of five percent beginning in 2016). The Company’s contributions to the plan vest after a period of three years. During 2017, 2016, and 2015, the Company contributed to the plan approximately $1.1 million, $1.1 million and $0.9 million, respectively. 74 Table of Contents The Company provides a nonqualified deferred compensation plan for its officers and certain key employees. Under this plan, participants may defer up to 100 percent of their annual salary and bonus. Although participants direct the investment of these funds, they are classified as trading securities and are included in long-term investment securities on the consolidated balance sheets because they remain assets of the Company until they are actually paid out to the participants. The Company has established a trust to finance obligations under the plan. At the end of each year and at other times provided under the plan, the Company adjusts its obligation to a participant by the investment return or loss on the funds selected by the participant under rules established in the plan. Upon separation of employment of the participant with the Company, the obligation owed to the participant under the plan will be paid as a lump sum or over a period of either three or five years (and will continue to be adjusted by the applicable investment return or loss during the period of pay-out). The Company had deferred compensation plan assets of approximately $2.0 million and $1.4 million as of December 31, 2017, and 2016, respectively. The change in the liability associated with the deferred compensation plan is recorded in the deferred compensation payable. NOTE 14: COMMITMENTS AND CONTINGENCIES Contractual Obligations The Company leases certain facilities and equipment used in its operations and accounts for leases with escalating payments using the straight-line method. The Company incurred expenses of approximately $7.4 million, $6.6 million, and $6.3 million in connection with operating leases during 2017, 2016, and 2015, respectively. The approximate aggregate commitments under non-cancelable operating leases in effect at December 31, 2017, were as follows (dollar amounts in thousands): Year Ending December 31, 2018 2019 2020 2021 2022 Thereafter Total $ $ 5,918 3,210 2,604 2,139 2,042 12,148 28,061 The Company has entered into long-term agreements with third-parties in the ordinary course of business, in which it has agreed to pay a percentage of net sales in certain regions in which it operates, or royalties on certain products. In 2017, 2016, and 2015, the aggregate amounts of these payments were $10,000, $0.1 million, and $0.1 million, respectively. As of December 31, 2017, the Company had commitments to purchase manufacturing equipment and lease hold improvements for its new headquarters of $1.7 million in 2018. Legal Proceedings The Company is party to various legal proceedings. Management cannot predict the ultimate outcome of these proceedings, individually or in the aggregate, or their resulting effect on the Company’s business, financial position, results of operations or cash flows as litigation and related matters are subject to inherent uncertainties, and unfavorable rulings could occur. Were an unfavorable outcome to occur, there exists the possibility of a material adverse impact on the business, financial position, results of operations, or cash flows for the period in which the ruling occurs and/or future periods. The Company maintains product liability, general liability and excess liability insurance coverage. However, no assurances can be given that such insurance will continue to be available at an acceptable cost to the Company, that such coverage will be sufficient to cover one or more large claims, or that the insurers will not successfully disclaim coverage as to a pending or future claim. 75 Table of Contents Non-Income Tax Contingencies The Company has reserved for certain state sales and use tax and foreign non-income tax contingencies based on the likelihood of an obligation in accordance with accounting guidance for probable loss contingencies. Loss contingency provisions are recorded for probable losses at management’s best estimate of a loss, or when a best estimate cannot be made, a minimum loss contingency amount is recorded. The Company provides provisions for potential payments of tax to various tax authorities for contingencies related to non-income tax matters, including value-added taxes and sales tax. The Company provides provisions for U.S. state sales taxes in each of the states where the Company has nexus. As of December 31, 2017 and 2016, accrued liabilities include $0.4 million related to non-income tax contingencies. While management believes that the assumptions and estimates used to determine this liability are reasonable, the ultimate outcome of those matters cannot presently be determined. The Company believes future payments related to these matters could range from $0 to approximately $4.0 million. Other Litigation The Company is party to various other legal proceedings in the United States and several foreign jurisdictions related to value-added tax assessments and other civil litigation. The Company has accrued $1.5 million related to the estimated outcome of these proceedings as of December 31, 2017. In addition, the Company is party to other litigation where there is a reasonable possibility that a loss may be incurred, either the losses are not considered to be probable or the Company cannot at this time estimate the loss, if any; therefore, no provision for losses has been provided. The Company believes future payments related to these matters could range from $0 to approximately $1.9 million. Self-Insurance Liabilities Similar to other manufacturers and distributors of products that are ingested, the Company faces an inherent risk of exposure to product liability claims in the event that, among other things, the use of its products results in injury. During 2017 the Company secured product liability coverage to cover possible claims, and still maintains accruals for periods prior to the Company obtaining coverage. Prior to this, the Company accrued an amount that it believes is sufficient to cover probable and reasonably estimable liabilities related to product liability claims based on the Company’s history of such claims. However, there can be no assurance that these estimates will prove to be sufficient, nor can there be any assurance that the ultimate outcome of any litigation for product liability will not have a material negative impact on the Company’s business prospects, financial position, results of operations or cash flows. The Company self-insures for certain employee medical benefits. The recorded liabilities for self-insured risks are calculated using actuarial methods and are not discounted. The liabilities include amounts for actual claims and claims incurred but not reported. Actual experience, including claim frequency and severity as well as health care inflation, could result in actual liabilities being more or less than the amounts currently recorded. The Company reviews its self-insurance accruals on a quarterly basis and determines, based upon a review of its recent claims history and other factors, which portions of its self-insurance accruals should be considered short-term and long-term. The Company has accrued $1.5 million and $2.4 million for product liability and employee medical claims at December 31, 2017 and 2016, respectively, of which $0.6 million and $0.7 million was classified as short-term. Such amounts are included in accrued liabilities and other long-term liabilities on the Company’s consolidated balance sheets. Government Regulations The Company is subject to governmental regulations pertaining to product formulation, labeling and packaging, product claims and advertising, and to the Company’s direct selling system. The Company is also subject to the jurisdiction of numerous foreign tax and customs authorities. Any assertions or determinations that either the Company or the Company’s independent Distributors are not in compliance with existing statutes, laws, rules or regulations could potentially have a material adverse effect on the Company’s operations. In addition, in any country or jurisdiction, the adoption of new statutes, laws, rules or regulations, or changes in the interpretation of existing statutes, laws, rules or regulations could have a material adverse effect on the Company and its operations. Although management believes that the Company is in compliance, in all material respects, with the statutes, laws, rules and regulations of every jurisdiction in which it operates, no assurance can be given that the Company’s compliance with applicable statutes, laws, rules and regulations will not be challenged by foreign authorities or that such challenges will not have a material adverse effect on the Company’s financial position, results of operations or cash flows. 76 Table of Contents NOTE 15: OPERATING BUSINESS SEGMENT AND INTERNATIONAL OPERATION INFORMATION The Company has four business segments. These business segments are components of the Company for which separate information is available that is evaluated regularly by the chief executive officer in deciding how to allocate resources and in assessing relative performance. The Company has four business segments that are divided based on the different characteristics of their distributor and customer bases, distributor compensation plans and product formulations, as well as the internal organization of its officers and their responsibilities and business operations. Three business segments operate under the Nature’s Sunshine Products brand (NSP Americas; NSP Russia, Central and Eastern Europe; and NSP China), and one business segment operates under the Synergy® WorldWide brand. The NSP Russia, Central and Eastern Europe segment also includes the Company’s wholesale business, in which the Company sells its products to various locally-managed entities independent of the Company that the Company has granted distribution rights for the relevant market. Net sales for each segment have been reduced by intercompany sales as they are not included in the measure of segment profit or loss reviewed by the chief executive officer. The Company evaluates performance based on contribution margin (loss) by segment before consideration of certain inter- segment transfers and expenses. In the fourth quarter of 2017, the Company moved the reporting of its wholesale business, in which the Company sells its products to a locally managed entity independent of the Company that has distribution rights for the market, from the China and New Markets segment to the NSP Russia, Central and Eastern Europe segment. The net sales and contribution margin for the years ended December 31, 2016 and 2015 were recast to reflect that change. Reportable business segment information for the years ended December 31, 2017, 2016, and 2015 is as follows (dollar amounts in thousands): Year Ended December 31, Net sales: NSP Americas NSP Russia, Central and Eastern Europe Synergy WorldWide NSP China Total net sales Contribution margin (1): NSP Americas NSP Russia, Central and Eastern Europe Synergy WorldWide NSP China Total contribution margin Selling, general and administrative (2) Operating income Other income (loss), net 2017 2016 2015 $ 166,017 $ 175,922 $ 179,151 32,190 123,833 19,989 342,029 69,408 10,930 35,377 15,307 29,998 124,793 10,446 341,159 75,005 10,525 38,034 6,748 31,469 114,081 4 324,705 74,953 11,340 35,277 4 131,022 130,312 121,574 129,635 1,387 1,835 120,273 10,039 107,702 13,872 (773) 9,266 $ (592) 13,280 Income from continuing operations before provision for income taxes $ 3,222 $ ___________________________ (1) Contribution margin consists of net sales less cost of sales and volume incentives expense. (2) Service fees in the NSP China segment related to sales in China, occurring after the Company's receipt of its direct selling license and pre-opening sales through Hong Kong, totaled $7.2 million, $4.3 million, and $0 for the years ended December 31, 2017, 2016, and 2015, respectively. These service fees are included in the Company's selling, general and administrative expenses. 77 Table of Contents Year Ended December 31, Capital expenditures: NSP Americas NSP Russia, Central and Eastern Europe Synergy WorldWide NSP China Total capital expenditures Depreciation and amortization: NSP Americas NSP Russia, Central and Eastern Europe Synergy WorldWide NSP China Total depreciation and amortization As of December 31, Assets: NSP Americas NSP Russia, Central and Eastern Europe Synergy WorldWide NSP China Total assets $ $ $ $ 2017 2016 2015 3,965 $ 8,999 $ 21,437 55 763 603 131 564 430 — 302 487 5,386 $ 10,124 $ 22,226 7,884 $ 3,997 $ 3,603 60 621 69 42 713 56 26 885 11 8,634 $ 4,808 $ 4,525 2017 2016 $ 127,246 $ 146,761 6,664 44,047 17,238 6,106 39,083 13,620 $ 195,195 $ 205,570 From an individual country perspective, only the United States and South Korea comprises approximately 10 percent or more of consolidated net sales for any of the years ended December 31, 2017, 2016, and 2015 as follows (dollar amounts in thousands): Year Ended December 31, Net sales: United States South Korea Other Total net sales 2017 2016 2015 $ $ 140,860 $ 148,060 $ 147,553 52,020 149,149 57,637 135,462 342,029 $ 341,159 $ 48,476 128,676 324,705 78 Table of Contents Revenue generated by each of the Company’s product lines is set forth below (dollars in thousands): Year Ended December 31, NSP Americas: General health Immunity Cardiovascular Digestive Personal care Weight management NSP Russia, Central and Eastern Europe: General health Immunity Cardiovascular Digestive Personal care Weight management Synergy WorldWide: General health Immunity Cardiovascular Digestive Personal care Weight management NSP China: General health Immunity Cardiovascular Digestive Personal care Weight management Total net sales 2017 2016 2015 $ $ $ $ $ 74,492 20,451 11,454 45,231 7,260 7,129 166,017 14,813 3,530 2,166 8,261 2,330 1,090 32,190 31,973 508 50,702 16,121 8,532 15,997 123,833 3,738 468 3,886 8,361 350 3,186 19,989 342,029 $ $ $ $ $ 78,187 19,185 12,677 47,659 7,537 10,677 175,922 12,907 3,349 2,212 8,009 2,370 1,151 29,998 35,283 620 51,684 12,536 8,981 15,689 124,793 1,551 370 2,617 4,323 629 956 10,446 341,159 $ $ $ $ $ 80,315 22,042 12,331 49,239 3,575 11,649 179,151 13,332 3,853 2,006 8,178 2,809 1,291 31,469 43,829 752 34,191 17,746 5,697 11,866 114,081 4 — — — — — 4 324,705 From an individual country perspective, only the United States comprise 10 percent or more of consolidated property, plant and equipment as follows (dollar amounts in thousands): As of December 31 Property, plant and equipment United States Other Total property, plant and equipment NOTE 16: RELATED PARTY TRANSACTIONS 2017 2016 $ $ 65,928 3,178 69,106 $ $ 70,770 2,502 73,272 The Company maintains split-dollar life insurance policies on certain executives. The cash surrender value of $15,000 related to such policies is recorded in other assets as of December 31, 2017 and 2016, respectively. 79 Table of Contents The Company's joint venture in China borrowed $2.0 million from the Company and $0.5 million from the Company's joint venture partner, during the year ended December 31, 2017. These notes are payable in one year and bear interest of 3.0 percent. The note between the joint venture and the Company eliminates in consolidation. Subsequent to the year ended December 31, 2017, the Company's joint venture in China borrowed an additional $2.0 million from the Company and $0.5 million from the Company's joint venture partner. These notes are payable in one year and bear interest of 3.0 percent. Eugene L. Hughes, a former member of the Company's Board of Directors, and the spouse of Kristine F. Hughes, Vice Chair of the Board of Directors, retired as an employee of the Company effective as of December 22, 2008. The Company and Mr. Hughes entered into a Retirement and Consulting Agreement, dated as of December 9, 2008, pursuant to which Mr. Hughes provided consulting services to the Company for an initial term of eight years following his retirement. In exchange for such consulting services, Mr. Hughes received an annual compensation of approximately $0.2 million for the first two years of service, and an annual compensation of $0.1 million for the remainder of the initial term. The term of the Retirement and Consulting Agreement with Mr. Hughes expired on December 22, 2016, and was not renewed. NOTE 17: FAIR VALUE The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values of each financial instrument. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three 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. The following table presents the Company’s hierarchy for its asset measured at fair value on a recurring basis as of December 31, 2017 (dollar amounts in thousands): Investment securities - trading Total assets measured at fair value on a recurring basis $ $ 1,980 1,980 $ — — $ — $ — $ Level 1 Quoted Prices in Active Markets for Identical Assets Level 2 Significant Other Observable Inputs Level 3 Significant Unobservable Inputs Total 1,980 1,980 The following table presents the Company’s hierarchy for its asset measured at fair value on a recurring basis as of December 31, 2016: Level 1 Quoted Prices in Active Markets for Identical Assets Level 2 Significant Other Observable Inputs Level 3 Significant Unobservable Inputs Total Investments available-for-sale U.S. government security funds Investment securities - trading Total assets measured at fair value on a recurring basis $ $ 1,776 1,391 — — 3,167 $ — $ — $ — — $ 1,776 1,391 3,167 Investments available-for-sale - The majority of the Company’s investment portfolio consists of U.S. government security funds. The Level 1 securities are valued using quoted prices for identical assets in active markets including equity securities and U.S. government treasuries. Trading Investment securities - The Company’s trading portfolio consists of various marketable securities that are valued using quoted prices in active markets. 80 Table of Contents For the years ended December 31, 2017 and 2016, there were no fair value measurements using significant other observable inputs (Level 2) or significant unobservable inputs (Level 3). The carrying amounts reflected on the consolidated balance sheet for cash and cash equivalents, accounts receivable, and accounts payable approximate fair value due to their short-term nature. The carrying amount reflected on the consolidated balance sheet for the revolving credit facility approximate fair value due to it being variable-rate debt. During the years ended December 31, 2017 and 2016, the Company did not have any re-measurements of non-financial assets at fair value on a nonrecurring basis subsequent to their initial recognition. NOTE 18: SUMMARY OF QUARTERLY OPERATIONS — UNAUDITED The following tables presents the Company’s unaudited summary of quarterly operations during 2017 and 2016 for each of three month periods ended March 31, June 30, September 30, and December 31 (dollar amounts in thousands, except per share information). For the Quarter Ended March 31, 2017 June 30, 2017 September 30, 2017 December 31, 2017 Net sales Cost of sales Gross profit Volume incentives Selling, general and administrative Operating income (loss) Other income (expense) Income (loss) before income taxes Provision (benefit) for income taxes Net income (loss) Net loss attributable to noncontrolling interests Net income (loss) attributable to common shareholders $ Basic and diluted net income (loss) per common share: Basic earnings (loss) per share attributable to common shareholders: Diluted earnings (loss) per share attributable to common shareholders: Dividends declared per common share $ $ $ $ $ 83,098 (21,728) 61,370 $ 81,344 (21,197) 60,147 $ 89,301 (23,505) 65,796 28,983 30,336 2,051 1,275 3,326 1,463 1,863 (297) 2,160 $ 28,288 31,836 23 441 464 884 (420) (233) (187) $ 30,716 32,926 2,154 193 2,347 (1) 2,348 (95) 2,443 $ 88,286 (24,607) 63,679 31,983 34,537 (2,841) (74) (2,915) 14,693 (17,608) (250) (17,358) 0.11 $ (0.01) $ 0.13 $ (0.92) 0.11 0.10 $ $ (0.01) $ 0.13 $ (0.92) — $ — $ — Basic and diluted income (loss) per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly net income (loss) per share may not equal the total computed for the year. During the fourth quarter of 2017, the Company's provision for income taxes was affected by an addition of valuation allowances on U.S. foreign tax credits as a result of the Tax Reform Act, re-measurement of deferred tax assets and liabilities from 35 percent to 21 percent, and the impact of current year foreign losses that will not provide tax benefit. The Company’s provision for income taxes is discussed in further detail in Note 11. 81 Table of Contents Net sales Cost of sales Gross profit Volume incentives Selling, general and administrative Operating income (loss) Other income (expense), net Income (loss) before income taxes Provision for income taxes Net income (loss) Net loss attributable to noncontrolling interests Net income (loss) attributable to common shareholders $ Basic and diluted net income (loss) per common share: Basic earnings (loss) per share attributable to common shareholders: Diluted earnings (loss) per share attributable to common shareholders: Dividends declared per common share $ $ $ For the Quarter Ended March 31, 2016 June 30, 2016 September 30, 2016 December 31, 2016 $ $ 82,402 (22,020) 60,382 $ 89,366 (23,078) 66,288 $ 85,441 (21,512) 63,929 83,950 (24,327) 59,623 29,877 28,385 2,120 1,559 3,679 1,890 1,789 (280) 2,069 $ 30,791 31,249 4,248 (622) 3,626 1,260 2,366 (202) 2,568 $ 29,684 29,187 5,058 20 5,078 1,136 3,942 (213) 4,155 $ 29,558 31,452 (1,387) (1,730) (3,117) 4,305 (7,422) (769) (6,653) 0.11 $ 0.14 $ 0.22 $ (0.35) 0.11 0.10 $ $ 0.14 0.10 $ $ 0.22 0.10 $ $ (0.35) 0.10 Basic and diluted income (loss) per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly net income (loss) per share may not equal the total computed for the year. During the fourth quarter of 2016, the Company's provision for income taxes was affected by an addition of valuation allowances on U.S. foreign tax credits, in addition to the impact of current year foreign losses that will not provide tax benefit. The Company’s provision for income taxes is discussed in further detail in Note 11. 82 Table of Contents Item 9. Change In and Disagreements with Accountants on Accounting and Financial Disclosure None. Item 9A. Controls and Procedures This report includes the certifications of the Company's Chief Executive Officer and Chief Financial Officer required by Rule 13a-14 of the Securities Exchange Act of 1934 (the “Exchange Act”). See Exhibits 31.1 and 31.2. This Item 9A includes information concerning the controls and control evaluations referred to in those certifications. Overview Management is responsible for establishing and maintaining adequate internal controls over financial reporting for the Company. The following discussion sets forth a summary of management’s evaluation of the Company's disclosure controls and procedures as of December 31, 2017. In addition, this item provides a discussion of management’s evaluation of internal control over financial reporting. The Company's independent registered public accountants have also issued an audit report on the Company's internal control over financial reporting. This report appears below. Evaluation of Disclosure Controls and Procedures The Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the SEC, and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures. In connection with the preparation of the Company's Annual Report as of December 31, 2017, the Company's management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures as of December 31, 2017. Based on that evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures were effective as of December 31, 2017. Management’s Report on Internal Control over Financial Reporting Management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of the Company's internal control over financial reporting based on the framework set forth in “Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on management’s assessment under this framework, management has concluded that the Company's internal control over financial reporting was effective as of December 31, 2017. The Company's internal control over financial reporting as of December 31, 2017 has been assessed by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is included herein. Changes in Internal Control over Financial Reporting There were no changes in the Company's internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act) that occurred during the fourth quarter ended December 31, 2017, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. 83 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Nature’s Sunshine Products, Inc.: Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Nature’s Sunshine Products, Inc. and subsidiaries (the “Company”) as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2017, of the Company and our report dated March 16, 2018, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP Salt Lake City, Utah March 16, 2018 84 Table of Contents Item 9B. Other Information None. Item 10. Directors, Executive Officers and Corporate Governance PART III The information required by this Item is incorporated herein by reference to the Company's definitive proxy statement to be filed with the SEC no later than 120 days after the close of the Company's year ended December 31, 2017. Item 11. Executive Compensation The information required by this Item is incorporated herein by reference to the Company's definitive proxy statement to be filed with the SEC no later than 120 days after the close of the Company's year ended December 31, 2017. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this Item is incorporated herein by reference to the Company's definitive proxy statement to be filed with the SEC no later than 120 days after the close of the Company's year ended December 31, 2017. Item 13. Certain Relationships and Related Transactions and Director Independence The information required by this Item is incorporated herein by reference to the Company's definitive proxy statement to be filed with the SEC no later than 120 days after the close of the Company's year ended December 31, 2017. Item 14. Principal Accounting Fees and Services. The information required by this Item is incorporated herein by reference to the Company's definitive proxy statement to be filed with the SEC no later than 120 days after the close of the Company's year ended December 31, 2017. 85 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules (a)(1) List of Financial Statements The following are filed as part of this report: Report of Independent Registered Public Accounting Firm Consolidated balance sheets as of December 31, 2017 and 2016 Consolidated statements of operations for the years ended December 31, 2017, 2016, and 2015 Consolidated statements of comprehensive income (loss) for the years ended December 31, 2017, 2016, and 2015 Consolidated statements of changes in shareholders’ equity for the years ended December 31, 2017, 2016, and 2015 Consolidated statements of cash flows for the years ended December 31, 2017, 2016, and 2015 Notes to consolidated financial statements (a)(2) List of Financial Statement Schedules Schedule II - Valuation and Qualifying Accounts. Financial statement schedules other than the one listed are omitted for the reason that they are not required or are not applicable, or the required information is shown in the financial statements or notes thereto, or contained elsewhere in this report. (a)(3) List of Exhibits Exhibit Index as seen below Item 15. Form 10-K Summary. None. 86 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 report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: March 16, 2018 Nature’s Sunshine Products, Inc. By: /s/ Gregory L. Probert Gregory L. Probert, Chief Executive Officer and Chairman of the Board Pursuant to the requirements of the Securities Exchange 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/ Gregory L. Probert Chief Executive Officer and Chairman of the Board March 16, 2018 Gregory L. Probert (Principal Executive Officer) /s/ Kristine F. Hughes Vice Chair of the Board March 16, 2018 Kristine F. Hughes /s/ Joseph W. Baty Joseph W. Baty Executive Vice President, March 16, 2018 Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) /s/ Albert R. Dowden Director Albert R. Dowden /s/ Jia Hongfei Jia Hongfei /s/ Robert B. Mercer Robert B. Mercer Director Director /s/ J. Christopher Teets Director J. Christopher Teets /s/ Mary Beth Springer Director Mary Beth Springer /s/ Rebecca Lee Steinfort Director Rebecca Lee Steinfort /s/ Robert D. Straus Robert D. Straus Director /s/ Jeffrey D. Watkins Director Jeffrey D. Watkins 87 March 16, 2018 March 16, 2018 March 16, 2018 March 16, 2018 March 16, 2018 March 16, 2018 March 16, 2018 March 16, 2018 Table of Contents NATURE’S SUNSHINE PRODUCTS, INC. SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS FOR THE YEARS ENDED DECEMBER 31, 2017, 2016, AND 2015 (Amounts in thousands) Description Year Ended December 31, 2017 Allowance for doubtful accounts receivable Balance at Beginning of Year Provisions Amounts Written Off Amounts Recovered Effect of Currency Translation Balance at End of Year $ 205 $ 556 $ (366) $ — $ — $ 395 Allowance for sales returns 156 1,746 (1,644) — 12 270 Tax valuation allowance 11,250 13,786 — (865) (147) 24,024 Year Ended December 31, 2016 Allowance for doubtful accounts receivable $ 190 $ 305 $ (290) $ — $ — $ Allowance for sales returns 94 1,435 (1,368) Tax valuation allowance 6,565 5,638 (493) — — 205 156 (5) (460) 11,250 Year Ended December 31, 2015 Allowance for doubtful accounts receivable $ 849 $ 83 $ (714) $ — $ (28) $ 190 Allowance for sales returns 129 1,126 (1,155) Tax valuation allowance 13,169 (6,088) — — — (6) 94 (516) 6,565 88 Table of Contents LIST OF EXHIBITS Exhibit Amended and Restated Articles of Incorporation, as amended. Amended and Restated Bylaws. Tax Deferred Retirement Plan, Restated January 1, 2012. Supplemental Elective Deferral Plan, as Amended effective as of January 1, 2008. 2009 Stock Incentive Plan. Form of Award Agreement (2009 Stock Incentive Plan). Employment Agreement, dated January 1, 2015, by and between the Company and Gregory L. Probert. Stock Option Agreement, dated June 16, 2011, by and between the Company and Gregory L. Probert. 2012 Stock Incentive Plan and Amendment No. 1 to 2012 Stock Incentive Plan. Form of Award Agreement (2012 Stock Incentive Plan). Employment Agreement, dated April 16, 2013, by and between the Company and Matthew L. Tripp. Item No. 3.1(1) 3.2(1) 10.1(2)* 10.2(3)* 10.3(4) 10.4(4)* 10.5(5)* 10.6(6)* 10.7(7) 10.8(7)* 10.9(8)* 10.10(8)* Stock Option Agreement, dated May 6, 2013, by and between the Company and Matthew L. Tripp. 10.11(2)* Employment Agreement, dated March 4, 2013, by and between the Company and Susan M. Armstrong. 10.12(2)* Stock Option Agreement, dated February 11, 2014, by and between the Company and Susan M. Armstrong. 10.13(9)* 10.14(1) Employment Agreement, dated October 31, 2016, by and between the Company and Joseph W. Baty. Employment Agreement, dated December 21, 2007, by and between the Company and Bryant J. Yates. 21(1) 23.1(1) 31.1(1) 31.2(1) 32.1(1) 32.2(1) List of Subsidiaries of Registrant. Consent of Independent Registered Public Accounting Firm. Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350. Certification of Chief Financial Officer pursuant to 18 U.S.C. § 1350. 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE 101.DEF XBRL Taxonomy Extension Presentation Linkbase Document XBRL Taxonomy Extension Definition Linkbase Document 89 Table of Contents _______________________________________________ (1) (2) (3) (4) (5) (6) (7) (8) (9) * Filed herewith. Previously filed with the SEC on March 13, 2015, as an exhibit to the Annual Report on Form 10-K and is incorporated herein by reference. Previously filed with the SEC on March 14, 2016, as an exhibit to the Annual Report on Form 10-K and is incorporated herein by reference. Previously filed with the SEC on October 19, 2009 as Appendix C, an exhibit to the Registrant’s Proxy Statement and is incorporated herein by reference. Filed with the SEC on February 19, 2015, as an exhibit to the Current Report on Form 8-K and is incorporated herein by reference. Filed with the SEC on June 22, 2011, as an exhibit to the Current Report on Form 8-K and is incorporated herein by reference. Filed with the SEC on January 15, 2015, as an exhibit to the Current Report on Form 8-K and is incorporated herein by reference. Filed with the SEC on March 17, 2014, as an exhibit to the Annual Report on Form 10-K and is incorporated herein by reference. Filed with the SEC on November 3, 2016, as an exhibit to the Current Report on Form 8-K and is incorporated herein by reference. Management contract or compensatory plan. 90 

Continue reading text version or see original annual report in PDF format above