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
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23
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26
28
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83
85
85
85
85
85
85
86
87
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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:
•
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•
•
•
•
•
•
•
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•
•
•
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•
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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.”
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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.
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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.
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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.
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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
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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.
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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.
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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.
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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.
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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.
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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
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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.
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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
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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
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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
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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
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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
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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.
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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.
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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
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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)
$
$
$
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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
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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
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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
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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
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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.
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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).
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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.
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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.
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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:
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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.
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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.
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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
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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.
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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.
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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
$
$
$
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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.
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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.
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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
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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
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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
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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
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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
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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
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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.
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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.
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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.
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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
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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
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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.
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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
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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.
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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
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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
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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%
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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.
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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.
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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.
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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
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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
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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.
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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.
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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.
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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.
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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
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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.
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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.
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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.
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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.
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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.
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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
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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.
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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.
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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