UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q10-Q
(Mark One)
☑ | |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
☐ | |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______ to _______
Commission File Number: 001-36849
NATURAL HEALTH TRENDS CORP.
(Exact name of registrant as specified in its charter)
Delaware | 59-2705336 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
Units 1205-07, 12F
Mira Place Tower A
132 Nathan Road
, Tsimshatsui
Kowloon, Hong Kong
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (310) 541-0888
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $0.001 per share | NHTC | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
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 during the preceding 12 months (or for shorter period that the registrant was required to submit and post such files). Yes
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☐ | Accelerated filer | ☐ | |
Non-accelerated filer | ☑ | Smaller reporting company | ☑ | |
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
At October 27, 2017,April 28, 2023, the number of shares outstanding of the registrant’s common stock was 11,341,89011,520,439 shares.
Quarterly Report on Form 10-Q
March 31, 2023
INDEX
Page | |||
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, in particular “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). When used in this report, the words or phrases “will likely result,” “expect,” “intend,” “will continue,” “anticipate,” “estimate,” “project,” “believe” and similar expressions are intended to identify “forward-looking statements” within the meaning of the Exchange Act. These statements represent our expectations or beliefs concerning, among other things, future revenue, earnings, growth strategies, new products and initiatives, future operations and operating results, and future business and market opportunities.
Forward-looking statements in this report speak only as of the date hereof, and forward-looking statements in documents incorporated by reference speak only as of the date of those documents. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. We caution and advise readers that these statements are based on certain assumptions that may not be realized and involve risks and uncertainties that could cause actual results to differ materially from the expectations and beliefs contained herein.
For a summary of certain risks related to our business, see “Item“Part I, Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K, which includes the following:
• | Because our Hong Kong operations account for a substantial portion of our overall business, and substantially all of our Hong Kong business is derived from the sale of products to members in China, any material adverse change in our business relating to either Hong Kong or China would likely have a material adverse impact on our overall business; |
• | Epidemics, such as the COVID-19 pandemic, or natural disasters, terrorist attacks or acts of war or hostility may seriously harm our business; |
• | Our Hong Kong operations are being adversely affected by recent political and social developments in Hong Kong, and the negative impact on our operations and financial performance could continue or intensify; |
| • | We experienced negative operating cash flows during the year ended December 31, 2022, and only modest positive operating cash flows during the years ended December 31, 2021 and 2020. Unless our operating cash flows improve, this negative financial performance could have a material adverse effect on our business and our stock price; | |
| • | Adverse publicity associated with our products, ingredients or network marketing program, or those of similar companies, could harm our financial condition and operating results; | |
| • | Our business and financial performance may be adversely affected by unfavorable economic and market conditions and the uncertain geopolitical environment; | |
• | We are subject to risks relating to product concentration and lack of revenue diversification; |
• | The high level of competition in our industry could adversely affect our business; |
• | Failure of new products to gain member and market acceptance could harm our business; |
• | We rely on a limited number of independent third parties to manufacture and supply our products on a timely basis; |
• | Growth may be impeded by the political and economic risks of entering and operating in foreign markets; |
| • | Failure to maintain effective internal controls in accordance with the Sarbanes-Oxley Act of 2002 could negatively impact our business and the market price of our common stock; | |
| • | We could be adversely affected by management changes or an inability to attract and retain key management, directors and consultants; | |
| • | Our recent loss of a significant number of members is adversely affecting our business, and if we cannot stabilize or increase the number of members our business could be further negatively impacted; | |
| • | Although virtually all of our members are independent contractors, improper member actions that violate laws or regulations could harm our business; | |
| • | An increase in the amount of compensation paid to members would reduce profitability; | |
• | We may be held responsible for certain taxes or assessments relating to the activities of our members and service providers, which could harm our financial condition and operating results; |
| • | Our business in China is subject to compliance with a myriad of applicable laws and regulations, and any actual or alleged violations of those laws or government actions otherwise directed at us could have a material adverse impact on our business and the value of our company; | |
| • | Changes in government trade and economic policies, including the imposition or threatened imposition of tariffs and other restrictive trade policies, and ongoing political and economic disputes between the United States and other jurisdictions, particularly China, may have a negative effect on global economic conditions and our business, financial results and financial condition; | |
• | Direct-selling laws and regulations may prohibit or severely restrict our direct sales efforts and cause our revenue and profitability to decline, and regulators could adopt new regulations that harm our business; |
| • | Our business is subject to a variety of laws, regulations and other obligations regarding privacy, data protection and information security. Any actual or perceived failure by us or our third-party vendors to comply with such laws, regulations or other obligations could materially adversely affect our business; | |
• | Challenges by third parties to the legality of our business operations could harm our business; |
• | We have in the past been involved in, and may in the future face, lawsuits, claims, and governmental proceedings and inquiries that could harm our business; |
• | Currency exchange rate fluctuations could lower our revenue and net income; |
• | Changes in tax or duty laws, and unanticipated tax or duty liabilities, could adversely affect our net income; |
• | Transfer pricing regulations affect our business and results of operations; |
• | Our products and related activities are subject to extensive government regulation, which could delay, limit or prevent the sale of some of our products in some markets; |
• | New regulations governing the marketing and sale of nutritional supplements could harm our business; |
• | Regulations governing the production and marketing of our personal care products could harm our business; |
• | If we are found not to be in compliance with good manufacturing practices our operations could be harmed; |
• | Failure to comply with domestic and foreign laws and regulations governing product claims and advertising could harm our business; |
• | We are subject to anti-bribery laws, including the U.S. Foreign Corrupt Practices Act; |
• | We do not have a comprehensive product liability insurance program and product liability claims could hurt our business; |
• | We may be unable to protect or use our intellectual property rights; |
• | We rely on and are subject to risks associated with our reliance upon information technology systems; |
• | System disruptions or failures, cybersecurity risks, and compromises of data, or the failure to comply with related laws and regulations, could harm our business; |
• | Our systems, software and data reside on third-party servers, exposing us to risks that disruption or intrusion of those servers could temporarily or permanently interrupt our access and damage our business; |
• | Our common stock is particularly subject to volatility because of the industry and markets in which we operate; and |
• | Our common stock continues to experience wide fluctuations in trading volumes and prices. This may make it more difficult for holders of our common stock to sell shares when they want and at prices they find attractive. |
Additional factors that could cause actual results to differ materially from our forward-looking statements are set forth in this report, including under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in our financial statements and the related notes.
NATURAL HEALTH TRENDS CORP.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)Thousands, Except Share Data)
March 31, 2023 | December 31, 2022 | |||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 66,610 | $ | 69,667 | ||||
Inventories | 4,982 | 4,525 | ||||||
Other current assets | 3,420 | 3,359 | ||||||
Total current assets | 75,012 | 77,551 | ||||||
Property and equipment, net | 354 | 394 | ||||||
Operating lease right-of-use assets | 3,909 | 3,992 | ||||||
Restricted cash | 38 | 79 | ||||||
Deferred tax asset | 253 | 195 | ||||||
Other assets | 616 | 606 | ||||||
Total assets | $ | 80,182 | $ | 82,817 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 1,147 | $ | 810 | ||||
Income taxes payable | 3,012 | 2,972 | ||||||
Accrued commissions | 2,470 | 2,943 | ||||||
Other accrued expenses | 1,105 | 1,181 | ||||||
Deferred revenue | 5,617 | 5,597 | ||||||
Amounts held in eWallets | 4,657 | 4,895 | ||||||
Operating lease liabilities | 1,158 | 1,135 | ||||||
Other current liabilities | 859 | 905 | ||||||
Total current liabilities | 20,025 | 20,438 | ||||||
Income taxes payable | 9,098 | 9,098 | ||||||
Deferred tax liability | 140 | 141 | ||||||
Operating lease liabilities | 2,869 | 2,989 | ||||||
Total liabilities | 32,132 | 32,666 | ||||||
Commitments and contingencies (Note 7) | ||||||||
Stockholders’ equity: | ||||||||
Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued and outstanding | — | — | ||||||
Common stock, $0.001 par value; 50,000,000 shares authorized; 12,979,414 shares issued at March 31, 2023 and December 31, 2022 | 13 | 13 | ||||||
Additional paid-in capital | 84,519 | 86,102 | ||||||
Accumulated deficit | (11,103 | ) | (9,056 | ) | ||||
Accumulated other comprehensive loss | (1,104 | ) | (1,004 | ) | ||||
Treasury stock, at cost; 1,458,975 and 1,556,875 shares at March 31, 2023 and December 31, 2022, respectively | (24,275 | ) | (25,904 | ) | ||||
Total stockholders’ equity | 48,050 | 50,151 | ||||||
Total liabilities and stockholders’ equity | $ | 80,182 | $ | 82,817 | ||||
| September 30, 2017 | December 31, 2016 | ||||||
| (Unaudited) | |||||||
| ASSETS | |||||||
| Current assets: | |||||||
| Cash and cash equivalents | $ | 126,953 | $ | 125,921 | |||
| Inventories | 10,632 | 11,257 | |||||
| Other current assets | 2,961 | 4,066 | |||||
| Total current assets | 140,546 | 141,244 | |||||
| Property and equipment, net | 1,225 | 1,388 | |||||
| Goodwill | 1,764 | 1,764 | |||||
| Restricted cash | 3,092 | 2,963 | |||||
| Other assets | 772 | 692 | |||||
| Total assets | $ | 147,399 | $ | 148,051 | |||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
| Current liabilities: | |||||||
| Accounts payable | $ | 1,023 | $ | 2,145 | |||
| Income taxes payable | 1,064 | 663 | |||||
| Accrued commissions | 10,443 | 13,611 | |||||
| Other accrued expenses | 8,545 | 14,989 | |||||
| Deferred revenue | 3,568 | 4,948 | |||||
| Amounts held in eWallets | 16,178 | 19,165 | |||||
| Other current liabilities | 1,705 | 1,633 | |||||
| Total current liabilities | 42,526 | 57,154 | |||||
| Deferred tax liability | 285 | 268 | |||||
| Long-term incentive | 6,730 | 8,190 | |||||
| Total liabilities | 49,541 | 65,612 | |||||
| Commitments and contingencies (Note 8) | |||||||
| Stockholders’ equity: | |||||||
| Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued and outstanding | — | — | |||||
| Common stock, $0.001 par value; 50,000,000 shares authorized; 12,979,414 shares issued at September 30, 2017 and December 31, 2016 | 13 | 13 | |||||
| Additional paid-in capital | 86,674 | 86,574 | |||||
| Retained earnings | 52,457 | 38,548 | |||||
| Accumulated other comprehensive loss | (716 | ) | (807 | ) | |||
| Treasury stock, at cost; 1,637,524 and 1,692,218 shares at September 30, 2017 and December 31, 2016, respectively | (40,570 | ) | (41,889 | ) | |||
| Total stockholders’ equity | 97,858 | 82,439 | |||||
| Total liabilities and stockholders’ equity | $ | 147,399 | $ | 148,051 | |||
See accompanying notes to consolidated financial statements.
NATURAL HEALTH TRENDS CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In thousands, except per share data)Thousands, Except Per Share Data)
Three Months Ended March 31, | ||||||||
2023 | 2022 | |||||||
Net sales | $ | 11,861 | $ | 11,546 | ||||
Cost of sales | 3,031 | 2,908 | ||||||
Gross profit | 8,830 | 8,638 | ||||||
Operating expenses: | ||||||||
Commissions expense | 4,992 | 4,740 | ||||||
Selling, general and administrative expenses | 4,232 | 4,281 | ||||||
Total operating expenses | 9,224 | 9,021 | ||||||
Loss from operations | (394 | ) | (383 | ) | ||||
Other income, net | 681 | 110 | ||||||
Income (loss) before income taxes | 287 | (273 | ) | |||||
Income tax provision (benefit) | 30 | (168 | ) | |||||
Net income (loss) | $ | 257 | $ | (105 | ) | |||
Net income (loss) per common share: | ||||||||
Basic | $ | 0.02 | $ | (0.01 | ) | |||
Diluted | $ | 0.02 | $ | (0.01 | ) | |||
Weighted average common shares outstanding: | ||||||||
Basic | 11,424 | 11,254 | ||||||
Diluted | 11,428 | 11,254 | ||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
| 2017 | 2016 | 2017 | 2016 | ||||||||||||
| Net sales | $ | 40,132 | $ | 70,679 | $ | 151,471 | $ | 225,416 | |||||||
| Cost of sales | 8,183 | 13,627 | 29,221 | 42,966 | |||||||||||
| Gross profit | 31,949 | 57,052 | 122,250 | 182,450 | |||||||||||
| Operating expenses: | |||||||||||||||
| Commissions expense | 15,802 | 30,578 | 63,842 | 103,547 | |||||||||||
| Selling, general and administrative expenses | 7,495 | 11,170 | 23,621 | 34,505 | |||||||||||
| Depreciation and amortization | 138 | 96 | 414 | 276 | |||||||||||
| Total operating expenses | 23,435 | 41,844 | 87,877 | 138,328 | |||||||||||
| Income from operations | 8,514 | 15,208 | 34,373 | 44,122 | |||||||||||
| Other (expense) income, net | (12 | ) | 48 | 224 | 40 | ||||||||||
| Income before income taxes | 8,502 | 15,256 | 34,597 | 44,162 | |||||||||||
| Income tax provision | 1,164 | 2,699 | 6,531 | 8,124 | |||||||||||
| Net income | $ | 7,338 | $ | 12,557 | $ | 28,066 | $ | 36,038 | |||||||
| Net income per common share: | |||||||||||||||
| Basic | $ | 0.65 | $ | 1.12 | $ | 2.50 | $ | 3.15 | |||||||
| Diluted | $ | 0.65 | $ | 1.12 | $ | 2.49 | $ | 3.14 | |||||||
| Weighted-average number of common shares outstanding: | |||||||||||||||
| Basic | 11,258 | 11,209 | 11,244 | 11,437 | |||||||||||
| Diluted | 11,276 | 11,232 | 11,269 | 11,463 | |||||||||||
| Cash dividends declared per common share | $ | 0.36 | $ | 0.07 | $ | 1.25 | $ | 0.18 | |||||||
See accompanying notes to consolidated financial statements.
NATURAL HEALTH TRENDS CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
(In thousands)Thousands)
Three Months Ended March 31, | ||||||||
2023 | 2022 | |||||||
Net income (loss) | $ | 257 | $ | (105 | ) | |||
Other comprehensive loss, net of tax: | ||||||||
Foreign currency translation adjustment | (97 | ) | (205 | ) | ||||
Unrealized losses on available-for-sale securities | (3 | ) | (23 | ) | ||||
Comprehensive income (loss) | $ | 157 | $ | (333 | ) | |||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
| 2017 | 2016 | 2017 | 2016 | ||||||||||||
| Net income | $ | 7,338 | $ | 12,557 | $ | 28,066 | $ | 36,038 | |||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||
| Foreign currency translation adjustment | 196 | (54 | ) | 359 | (329 | ) | |||||||||
| Release of cumulative translation adjustment | — | — | (258 | ) | 132 | ||||||||||
| Net change in foreign currency translation adjustment | 196 | (54 | ) | 101 | (197 | ) | |||||||||
| Unrealized losses on available-for-sale securities | (5 | ) | (11 | ) | (10 | ) | (4 | ) | |||||||
| Comprehensive income | $ | 7,529 | $ | 12,492 | $ | 28,157 | $ | 35,837 | |||||||
See accompanying notes to consolidated financial statements.
NATURAL HEALTH TRENDS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWSSTOCKHOLDERS’ EQUITY (UNAUDITED)
(In thousands)Thousands, Except Share Data)
Three months ended March 31, 2023
Accumulated | ||||||||||||||||||||||||||||||||||||||||
Additional | Other | |||||||||||||||||||||||||||||||||||||||
Preferred Stock | Common Stock | Paid-In | Accumulated | Comprehensive | Treasury Stock | |||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Loss | Shares | Amount | Total | |||||||||||||||||||||||||||||||
BALANCE, December 31, 2022 | — | $ | — | 12,979,414 | $ | 13 | $ | 86,102 | $ | (9,056 | ) | $ | (1,004 | ) | (1,556,875 | ) | $ | (25,904 | ) | $ | 50,151 | |||||||||||||||||||
Net income | — | — | — | — | — | 257 | — | — | — | 257 | ||||||||||||||||||||||||||||||
Reissuance of treasury shares | — | — | — | — | (1,629 | ) | — | — | 97,900 | 1,629 | — | |||||||||||||||||||||||||||||
Share-based compensation | — | — | — | — | 46 | — | — | — | — | 46 | ||||||||||||||||||||||||||||||
Dividends declared, $0.20/share | — | — | — | — | — | (2,304 | ) | — | — | — | (2,304 | ) | ||||||||||||||||||||||||||||
Foreign currency translation adjustments | — | — | — | — | — | — | (97 | ) | — | — | (97 | ) | ||||||||||||||||||||||||||||
Unrealized losses on available-for-sale securities | — | — | — | — | — | — | (3 | ) | — | — | (3 | ) | ||||||||||||||||||||||||||||
BALANCE, March 31, 2023 | — | $ | — | 12,979,414 | $ | 13 | $ | 84,519 | $ | (11,103 | ) | $ | (1,104 | ) | (1,458,975 | ) | $ | (24,275 | ) | $ | 48,050 | |||||||||||||||||||
Three months ended March 31, 2022
Accumulated | ||||||||||||||||||||||||||||||||||||||||
Additional | Other | |||||||||||||||||||||||||||||||||||||||
Preferred Stock | Common Stock | Paid-In | Accumulated | Comprehensive | Treasury Stock | |||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Loss | Shares | Amount | Total | |||||||||||||||||||||||||||||||
BALANCE, December 31, 2021 | — | $ | — | 12,979,414 | $ | 13 | $ | 86,102 | $ | (231 | ) | $ | (492 | ) | (1,556,875 | ) | $ | (25,904 | ) | $ | 59,488 | |||||||||||||||||||
Net loss | — | — | — | — | — | (105 | ) | — | — | — | (105 | ) | ||||||||||||||||||||||||||||
Dividends declared, $0.20/share | — | — | — | — | — | (2,285 | ) | — | — | — | (2,285 | ) | ||||||||||||||||||||||||||||
Foreign currency translation adjustments | — | — | — | — | — | — | (205 | ) | — | — | (205 | ) | ||||||||||||||||||||||||||||
Unrealized losses on available-for-sale securities | — | — | — | — | — | — | (23 | ) | — | — | (23 | ) | ||||||||||||||||||||||||||||
BALANCE, March 31, 2022 | — | $ | — | 12,979,414 | $ | 13 | $ | 86,102 | $ | (2,621 | ) | $ | (720 | ) | (1,556,875 | ) | $ | (25,904 | ) | $ | 56,870 | |||||||||||||||||||
| Nine Months Ended September 30, | |||||||
| 2017 | 2016 | ||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||
| Net income | $ | 28,066 | $ | 36,038 | |||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
| Depreciation and amortization | 414 | 276 | |||||
| Stock-based compensation | 26 | 94 | |||||
| Cumulative translation adjustment realized in net income | (258 | ) | 132 | ||||
| Changes in assets and liabilities: | |||||||
| Inventories | 590 | (4,382 | ) | ||||
| Other current assets | 1,164 | (1,244 | ) | ||||
| Other assets | (61 | ) | (91 | ) | |||
| Accounts payable | (1,121 | ) | 252 | ||||
| Income taxes payable | 392 | 278 | |||||
| Accrued commissions | (3,143 | ) | (1,045 | ) | |||
| Other accrued expenses | (5,064 | ) | 3,459 | ||||
| Deferred revenue | (1,364 | ) | 222 | ||||
| Amounts held in eWallets | (2,856 | ) | 3,098 | ||||
| Other current liabilities | 51 | 26 | |||||
| Long-term incentive | (1,498 | ) | (825 | ) | |||
| Net cash provided by operating activities | 15,338 | 36,288 | |||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||
| Purchases of property and equipment | (238 | ) | (679 | ) | |||
| Net cash used in investing activities | (238 | ) | (679 | ) | |||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||
| Repurchase of common stock | — | (23,704 | ) | ||||
| Dividends paid | (14,157 | ) | (2,049 | ) | |||
| Net cash used in financing activities | (14,157 | ) | (25,753 | ) | |||
| Effect of exchange rates on cash and cash equivalents | 89 | (270 | ) | ||||
| Net increase in cash and cash equivalents | 1,032 | 9,586 | |||||
| CASH AND CASH EQUIVALENTS, beginning of period | 125,921 | 104,914 | |||||
| CASH AND CASH EQUIVALENTS, end of period | $ | 126,953 | $ | 114,500 | |||
| SUPPLEMENTAL DISCLOSURES OF OTHER CASH FLOW INFORMATION: | |||||||
| Cash paid for income taxes, net of refunds | $ | 5,690 | $ | 7,994 | |||
| Issuance of treasury stock for employee awards, net | $ | 1,393 | $ | 1,741 | |||
See accompanying notes to consolidated financial statements.
NATURAL HEALTH TRENDS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In Thousands)
Three Months Ended March 31, | ||||||||
2023 | 2022 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net income (loss) | $ | 257 | $ | (105 | ) | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
Depreciation and amortization | 46 | 53 | ||||||
Share-based compensation | 46 | — | ||||||
Noncash lease expense | 280 | 302 | ||||||
Deferred income taxes | (57 | ) | (9 | ) | ||||
Changes in assets and liabilities: | ||||||||
Inventories | (490 | ) | 350 | |||||
Other current assets | (78 | ) | (332 | ) | ||||
Other assets | (18 | ) | (3 | ) | ||||
Accounts payable | 338 | 64 | ||||||
Income taxes payable | 40 | 53 | ||||||
Accrued commissions | (465 | ) | (1,129 | ) | ||||
Other accrued expenses | (76 | ) | (592 | ) | ||||
Deferred revenue | 43 | (447 | ) | |||||
Amounts held in eWallets | (215 | ) | (253 | ) | ||||
Operating lease liabilities | (301 | ) | (296 | ) | ||||
Other current liabilities | (46 | ) | (4 | ) | ||||
Net cash used in operating activities | (696 | ) | (2,348 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Purchases of property and equipment | (7 | ) | (40 | ) | ||||
Net cash used in investing activities | (7 | ) | (40 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Dividends paid | (2,304 | ) | (2,285 | ) | ||||
Net cash used in financing activities | (2,304 | ) | (2,285 | ) | ||||
Effect of exchange rates on cash, cash equivalents and restricted cash | (91 | ) | (228 | ) | ||||
Net decrease in cash, cash equivalents and restricted cash | (3,098 | ) | (4,901 | ) | ||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 69,746 | 84,365 | ||||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | $ | 66,648 | $ | 79,464 | ||||
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
Right-of-use assets obtained in exchange for operating lease liabilities | $ | (78 | ) | $ | — | |||
See accompanying notes to consolidated financial statements.
NATURAL HEALTH TRENDS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. NATURE OF OPERATIONS BASISAND SUMMARY OF PRESENTATION AND CONSOLIDATION
Nature of Operations
Natural Health Trends Corp. (the “Company”), a Delaware corporation (whether or not including its subsidiaries, the “Company”), is an international direct-selling and e-commerce company headquartered in Rolling Hills Estates, California.company. Subsidiaries controlled by the Company sell personal care, wellness, and “quality of life” products under the “NHT Global” brand.
The Company’s wholly-owned subsidiaries have an active physical presence in the following markets: the Americas, which consists of the United States, Canada, Cayman Islands, Mexico and Peru; Greater China, which consists of Hong Kong, Taiwan and China; Southeast Asia, which consists of Malaysia, Singapore Malaysia and Vietnam;Thailand; South Korea; Japan; India; and Europe. The Company also operates in Russia and Kazakhstan through an engagement with a local service provider.
Basis of Presentation
The unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q10-Q and Rule 10-0110-01 of Regulation S-X.S-X. As a result, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. In the opinion of management, the accompanying unaudited interim consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company’s financial information for the interim periods presented. The results of operations of any interim period are not necessarily indicative of the results of operations to be expected for the fiscal year. These consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s 20162022 Annual Report on Form 10-K10-K filed with the United States Securities and Exchange Commission (SEC) on March 10, 2017.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and all of its wholly-owned subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation.
Cash and Cash Equivalents
The Company maintains substantially all of its cash balances at several institutions located in the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-18,
Net Income (Loss) Per Common Share
Diluted net income per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. The dilutive effect of non-vested restricted stock is reflected by application of the treasury stock method. Under the treasury stock method, the amount of compensation cost for future service that the Company has not yet recognized, and the amount of tax benefit that would be recorded in additional paid-in capital when the award becomes deductible areif any, is assumed to be used to repurchase shares.
The following tables illustratetable illustrates the computation of basic and diluted net income per common share for the periods indicated (in thousands, except per share data):
Three Months Ended March 31, | ||||||||||||||||||||||||
2023 | 2022 | |||||||||||||||||||||||
Income (Numerator) | Shares (Denominator) | Per Share Amount | Loss (Numerator) | Shares (Denominator) | Per Share Amount | |||||||||||||||||||
Basic net income (loss) per common share: | ||||||||||||||||||||||||
Net income (loss) available to common stockholders | $ | 257 | 11,424 | $ | 0.02 | $ | (105 | ) | 11,254 | $ | (0.01 | ) | ||||||||||||
Effect of dilutive securities: | ||||||||||||||||||||||||
Non-vested restricted stock | — | 4 | — | — | ||||||||||||||||||||
Diluted net income (loss) per common share: | ||||||||||||||||||||||||
Net income (loss) available to common stockholders plus assumed dilution | $ | 257 | 11,428 | $ | 0.02 | $ | (105 | ) | 11,254 | $ | (0.01 | ) | ||||||||||||
In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As such, non-vested restricted stock totaling 169,690 shares were not included for the three months ended March 31, 2022.
| Three Months Ended September 30, | |||||||||||||||||||||
| 2017 | 2016 | ||||||||||||||||||||
Income (Numerator) | Shares (Denominator) | Per Share Amount | Income (Numerator) | Shares (Denominator) | Per Share Amount | ||||||||||||||||
| Basic net income per common share: | |||||||||||||||||||||
| Net income available to common stockholders | $ | 7,338 | 11,258 | $ | 0.65 | $ | 12,557 | 11,209 | $ | 1.12 | |||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||
| Non-vested restricted stock | — | 18 | — | 23 | |||||||||||||||||
| Diluted net income per common share: | |||||||||||||||||||||
| Net income available to common stockholders plus assumed conversions | $ | 7,338 | 11,276 | $ | 0.65 | $ | 12,557 | 11,232 | $ | 1.12 | |||||||||||
| Nine Months Ended September 30, | |||||||||||||||||||||
| 2017 | 2016 | ||||||||||||||||||||
Income (Numerator) | Shares (Denominator) | Per Share Amount | Income (Numerator) | Shares (Denominator) | Per Share Amount | ||||||||||||||||
| Basic net income per common share: | |||||||||||||||||||||
| Net income available to common stockholders | $ | 28,066 | 11,244 | $ | 2.50 | $ | 36,038 | 11,437 | $ | 3.15 | |||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||
| Non-vested restricted stock | — | 25 | — | 26 | |||||||||||||||||
| Diluted net income per common share: | |||||||||||||||||||||
| Net income available to common stockholders plus assumed conversions | $ | 28,066 | 11,269 | $ | 2.49 | $ | 36,038 | 11,463 | $ | 3.14 | |||||||||||
Recent Accounting Pronouncements
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13,Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced an expected credit loss model for the impairment of financial assets measured at amortized cost basis and added Topic 326 to the FASB Accounting Standards Codification (“ASC”). In November 2019, the FASB issued ASU 2019-11,Codification Improvements to Topic 326, Financial Instruments - Credit Losses. The amendments to ASU 2019-11 clarify, correct and make improvements to Topic 326. ASU 2016-13 as well as the updates in ASU 2019-11 are effective for interim and annual periods beginning after December 15, 2022. The adoption of this standard did not have a material impact on the Company's financial statements.
Other recently issued accounting pronouncements did not or are not believed by management to have a material impact on the Company’s present or future financial statements.
2. REVENUE
Revenue Recognition
All revenue is recognized when the performance obligations under a contract, including any product vouchers sold on a stand-alone basis in Hong Kong, are satisfied. Product sales are recognized when the products are shipped and title passes to independent members. Product sales to members are made pursuant to a member agreement that provides for transfer of both title and risk of loss upon the Company’s delivery to the carrier that completes delivery to the members, which is commonly referred to as “F.O.B. Shipping Point.” The Company’s sales arrangements do not contain right of inspection or customer acceptance provisions other than general rights of return. These contracts are generally short-term in nature.
Actual product returns are recorded as a reduction to net sales. The Company estimates and accrues a reserve for product returns based on its return policies and historical experience. The reserve is based upon the return policy of each country, which varies from 14 days to one year, and their historical return rates, which range from 1% to 4% of sales. Sales returns were 1% of sales for each of the three months ended March 31, 2023 and 2022. No material changes in estimates have been recognized during the periods presented. See Note 3 for additional information.
The Company has elected to account for shipping and handling activities performed after title has passed to members as a fulfillment cost, and accrues for the costs of shipping and handling if revenue is recognized before the contractually obligated shipping and handling activities occurs. Shipping charges billed to members are included in net sales. Costs associated with shipments are included in cost of sales. Event and training revenue is deferred and recognized as the event or training occurs. Costs of events and member training are included within selling, general and administrative expenses.
Various taxes on the sale of products to members are collected by the Company as an agent and remitted to the respective taxing authority. These taxes are presented on a net basis and recorded as a liability until remitted to the respective taxing authority.
Deferred Revenue
The Company primarily receives payment by credit card at the time members place orders. Amounts received for unshipped product orders and unredeemed product vouchers are considered a contract liability and are recorded as deferred revenue. As of March 31, 2023 and 2022, the Company had $3.9 million of contract liabilities where performance obligations have not yet been satisfied. The Company expects to satisfy its remaining performance obligations and recognize the revenue within the next twelve months.
Disaggregation of Revenue
The Company sells products to a member network that operates in a seamless manner from market to market, except for the Chinese market where it sells to consumers through an e-commerce retail platform and the Russia and Kazakhstan market where the Company operates through an engagement of a third-party service provider. See Note 11 for revenue by market information.
The Company’s net sales by product and service are as follows (in thousands):
Three Months Ended March 31, | ||||||||
2023 | 2022 | |||||||
Product sales | $ | 11,048 | $ | 10,322 | ||||
Administrative fees, freight and other | 845 | 1,257 | ||||||
Less: sales returns | (32 | ) | (33 | ) | ||||
Total net sales | $ | 11,861 | $ | 11,546 | ||||
Concentration
No single market other than Hong Kong had net sales greater than 10% of total net sales. Sales are made to the Company’s members and no single customer accounted for 10% or more of net sales for the three months ended March 31, 2023 and 2022. However, the Company’s business model can result in a concentration of sales to several different members and their network of members. Although no single member accounted for 10% or more of net sales, the loss of a key member or that member’s network could have an adverse effect on the Company’s net sales and financial results.
Arrangements with Multiple Performance Obligations
The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenues to each performance obligation based on its relative standalone selling price. The Company generally determines standalone selling prices based on the prices charged for individual products to similar customers.
Practical Expedients
The Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded in commissions expense.
The Company does not provide certain disclosures about unsatisfied performance obligations for contracts with an original expected length of one year or less.
3. BALANCE SHEET COMPONENTS
The components of certain balance sheet amounts are as follows (in thousands):
March 31, 2023 | December 31, 2022 | |||||||
Cash, cash equivalents and restricted cash: | ||||||||
Cash | $ | 11,460 | $ | 12,834 | ||||
Cash equivalents | 55,150 | 56,833 | ||||||
| 66,610 | 69,667 | |||||||
Restricted cash | 38 | 79 | ||||||
| $ | 66,648 | $ | 69,746 | |||||
Inventories: | ||||||||
Finished goods | $ | 4,023 | $ | 3,653 | ||||
Raw materials | 992 | 890 | ||||||
Reserve for obsolescence | (33 | ) | (18 | ) | ||||
| $ | 4,982 | $ | 4,525 | |||||
Other accrued expenses: | ||||||||
Sales returns | $ | 89 | $ | 70 | ||||
Employee-related expense | 508 | 737 | ||||||
Warehousing, inventory-related and other | 508 | 374 | ||||||
| $ | 1,105 | $ | 1,181 | |||||
Deferred revenue: | ||||||||
Unshipped product and unredeemed product vouchers | $ | 3,880 | $ | 3,822 | ||||
Auto ship advances | 1,737 | 1,775 | ||||||
| $ | 5,617 | $ | 5,597 | |||||
| September 30, 2017 | December 31, 2016 | ||||||
| Cash and cash equivalents: | |||||||
| Cash | $ | 53,536 | $ | 52,453 | |||
| Cash equivalents | 73,417 | 73,468 | |||||
| $ | 126,953 | $ | 125,921 | ||||
| Other accrued expenses: | |||||||
| Sales returns | $ | 574 | $ | 1,632 | |||
| Employee-related | 6,236 | 10,541 | |||||
| Warehousing, inventory-related and other | 1,735 | 2,816 | |||||
| $ | 8,545 | $ | 14,989 | ||||
4. FAIR VALUE MEASUREMENTS
As of September 30, 2017,March 31, 2023, cash and cash equivalents include the Company’s investments in debt securities, comprising municipal notes and bonds and corporate debt, money market funds and time deposits.corporate debt securities. The Company considers all highly liquid investments with original maturities of three months or less when purchased and have insignificant interest rate risk to be cash equivalents. Debt securities classified as cash equivalents are required to be accounted for in accordance with the FASB ASC 320,
The carrying amounts of the Company’s financial instruments, including cash and cash equivalents and accounts payable, approximate fair value because of their short maturities. The carrying amount of the noncurrent restricted cash approximates fair value since, absent the restrictions, the underlying assets would be included in cash and cash equivalents. The Company’s cash equivalents are valued based on level 1 inputs which consist of quoted prices in active markets.
Accounting standards permit companies, at their option, to choose to measure many financial instruments and certain other items at fair value. The Company has elected to not fair value existing eligible items.
Investments by significant category included in cash equivalents at the end of each period were as follows (in thousands):
| September 30, 2017 | December 31, 2016 | ||||||||||||||||||||||
| Adjusted Cost | Gross Unrealized Gains (Losses) | Fair Value | Adjusted Cost | Gross Unrealized Losses | Fair Value | ||||||||||||||||||
| Municipal bonds and notes | $ | 2,751 | $ | 1 | $ | 2,752 | $ | 43,490 | $ | — | $ | 43,490 | |||||||||||
| Corporate debt securities | 24,194 | (13 | ) | 24,181 | 1,673 | (2 | ) | 1,671 | |||||||||||||||
| Financial institution instruments | 46,484 | — | 46,484 | 28,307 | — | 28,307 | |||||||||||||||||
| Total available-for-sale investments | $ | 73,429 | $ | (12 | ) | $ | 73,417 | $ | 73,470 | $ | (2 | ) | $ | 73,468 | |||||||||
March 31, 2023 | December 31, 2022 | ||||||||||||||||||||||||
Fair Value Level1 | Adjusted Cost | Gross Unrealized Losses | Fair Value | Adjusted Cost | Gross Unrealized Losses | Fair Value | |||||||||||||||||||
Money market funds | Level 1 | $ | 7,622 | $ | — | $ | 7,622 | $ | 2,143 | $ | — | $ | 2,143 | ||||||||||||
Government and municipal debt securities | Level 2 | — | — | — | 6,759 | — | 6,759 | ||||||||||||||||||
Corporate debt securities | Level 2 | 47,547 | (19 | ) | 47,528 | 47,947 | (16 | ) | 47,931 | ||||||||||||||||
Total investments | $ | 55,169 | $ | (19 | ) | $ | 55,150 | $ | 56,849 | $ | (16 | ) | $ | 56,833 | |||||||||||
1FASB Topic 820, Fair Value Measurements, establishes a fair value hierarchy that requires the use of observable market data, when available, and prioritizes the inputs to valuation techniques used to measure fair value in the following categories:
Level 1: Quoted market prices in active markets for identical assets or managedliabilities.
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by financial institutionsmarket data.
Level 3: Unobservable inputs that are not corroborated by market data.
As of March 31, 2023, the Company's unrealized losses result from investments in an unrealized loss position for less than 12 months. The gross unrealized losses related to these investments were primarily driven by factors other than credit risk, including market risk. The Company anticipates that it will recover the entire amortized cost basis of such as money market fund depositsavailable-for-sale debt securities and time deposits.
5. LEASES
The Company leases 7,300 square feet of office space in Hong Kong with a term expiring in June 2026, and 4,900 square feet of office space in Rolling Hills Estates, California for its corporate staff with a term expiring in September 30, 2017 (in thousands, except per share data):
| Declaration Date | Per Share | Amount | Record Date | Payment Date | ||||||||
| July 31, 2017 (special) | $ | 0.25 | $ | 2,833 | August 21, 2017 | August 31, 2017 | ||||||
| July 31, 2017 | 0.11 | 1,246 | August 21, 2017 | August 31, 2017 | ||||||||
| April 24, 2017 (special) | 0.35 | 3,964 | May 9, 2017 | May 19, 2017 | ||||||||
| April 24, 2017 | 0.10 | 1,133 | May 9, 2017 | May 19, 2017 | ||||||||
| January 24, 2017 (special) | 0.35 | 3,962 | February 21, 2017 | March 3, 2017 | ||||||||
| January 24, 2017 | 0.09 | 1,019 | February 21, 2017 | March 3, 2017 | ||||||||
| $ | 1.25 | $ | 14,157 | |||||||||
The Company leases seven branch offices throughout China, and additional office space in Peru, Japan, Taiwan, South Korea, Malaysia, Singapore, Thailand, India and the Cayman Islands. The Company contracts with third parties for fulfillment and distribution operations in all of common stock will be at the discretionits international markets. None of the Company’s Boardthird party logistics contracts contain a lease as the Company does not have the right to access the warehouses or move its inventories at will.
The components of Directors.
Three Months Ended March 31, | ||||||||
2023 | 2022 | |||||||
Operating leases | $ | 330 | $ | 334 | ||||
Short-term leases | 37 | 46 | ||||||
Total lease cost | $ | 367 | $ | 380 | ||||
Cash paid for amounts included in the Boardmeasurement of Directors authorizedoperating leases liabilities was $345,000 and $322,000 for the three months ended March 31, 2023 and 2022, respectively.
The weighted-average remaining lease term and discount rate related to operating leases as of March 31, 2023 were as follows:
Weighted-average remaining lease term (in years) | 4.8 | |||
Weighted-average discount rate | 4.2 | % |
As most of our leases do not provide an increaseimplicit rate, the Company used its incremental borrowing rate, or the rate of each of its subsidiaries if available, based on the information available at the lease commencement date to determine the Company’s stock repurchase program first approvedpresent value of lease payments.
The annual scheduled lease payments of our operating lease liabilities as of March 31, 2023 were as follows (in thousands):
Remainder of 2023 | $ | 909 | ||
2024 | 1,022 | |||
2025 | 963 | |||
2026 | 579 | |||
2027 | 299 | |||
Thereafter | 679 | |||
Total lease payments | 4,451 | |||
Less: imputed interest | (424 | ) | ||
Present value of lease liabilities | $ | 4,027 |
For all asset classes, the Company elected not to recognize assets or liabilities at the acquisition date for leases that, at the acquisition date, have a remaining lease term of 12 months or less. Additionally, for all asset classes, the Company choose not to separate nonlease components from lease components and instead account for the combined lease and nonlease components associated with that lease component as a single lease component.
6. INCOME TAXES
The effective income tax rate for the three months ended March 31, 2023 includes estimates for foreign income inclusions such as global intangible low-taxed income (“GILTI”) and Subpart F income. As of March 31, 2023, the Company does not have a valuation allowance against its U.S. deferred tax assets. The Company analyzed all sources of available income and determined that they are more likely than not to realize the tax benefits of their deferred assets. As of March 31, 2023, the Company has a valuation allowance against deferred tax assets in certain foreign jurisdictions with an overall net operating loss. The valuation allowance will be reduced at such time as management believes it is more likely than not that the deferred tax assets will be realized. Any reductions in the valuation allowance will reduce future income tax provision.
As a result of return to provision adjustments, the Company does not expect to have any U.S. federal net operating loss available for carryover beyond the year ending December 31, 2023. The Company has post-apportioned U.S. state net operating loss carryforwards of $438,000 that begin expiring in 2038. At March 31, 2023, the Company has foreign net operating loss carryforwards of approximately $1.4 million in various jurisdictions with various expirations.
As of March 31, 2023, income taxes payable for the repatriation tax on July 28, 2015 from $15.0the deemed repatriation of deferred foreign income required by the U.S. Tax Cuts and Jobs Act (the “Tax Act”), enacted on December 22, 2017 by the U.S. government, totaled $12.1 million, of which $9.1 million is reflected as a noncurrent liability.
As a result of capital return activities, the Company determined that a portion of its current undistributed foreign earnings not deemed reinvested indefinitely by its non-U.S. subsidiaries. For state income tax purposes, the Company will continue to $70.0 million. Repurchases are expected to be executed toperiodically reassess the needs of its foreign subsidiaries and update its indefinite reinvestment assertion as necessary. To the extent that additional foreign earnings are not deemed permanently reinvested, the Company’sCompany expects to recognize additional income tax provision at the applicable state corporate income tax rate(s). As of March 31, 2023, the Company has not recorded a state deferred tax liability for earnings and cash-on-hand allow, andthat the Company plans to repatriate out of accumulated earnings in future periods because all earnings as of March 31, 2023 have already been repatriated. Due to the Tax Act, repatriation from foreign subsidiaries will be madeoffset with a dividends received deduction, resulting in accordancelittle to no impact on federal tax expense. All undistributed earnings in excess of 50% of current earnings on an annual basis are intended to be reinvested indefinitely as of March 31, 2023.
The Company and its subsidiaries file tax returns in the United States, California, New Jersey, Texas and various foreign jurisdictions. The Company is no longer subject to state income tax examinations for years prior to 2018. The Company is not aware of any jurisdiction that is currently examining any of its income tax returns.
7. COMMITMENTS AND CONTINGENCIES
The Company has employment agreements with all applicable securities laws and regulations, including Rule 10b-18certain members of its management team that can be terminated by either the Exchange Act. For allemployee or a portion of the authorized repurchase amount, the Company may enterupon four weeks’ notice. The employment agreements entered into onewith the management team contain provisions that guarantee the payment of specified amounts in the event of a change in control (together with a termination without cause), as defined, or more plans that are compliant with Rule 10b5-1if the employee is otherwise terminated without cause, as defined, or terminates employment for good reason, as defined.
8. STOCK-BASED INCENTIVE PLANS
Restricted Stock
At the Company’s annual meeting of stockholders held on April 7, 2016, the Company’s stockholders approved the Natural Health Trends Corp. 2016 Equity Incentive Plan (the “2016“2016 Plan”) to replace its 2007 Equity Incentive Plan. The 2016 Plan allows for the grant of various equity awards including incentive stock options, non-statutory options, stock, stock units, stock appreciation rights and other similar equity-based awards to the Company’s employees, officers, non-employee directors, contractors, consultants and advisors of the Company. Up to 2,500,000 shares of the Company’s common stock (subject to adjustment under certain circumstances) may be issued pursuant to awards granted. At September 30, 2017, 2,393,873March 31, 2023, 1,121,683 shares remained available for issuance under the 2016 Plan.
On January 24, 2017,February 6,2023, the Company granted 56,26097,900 shares of restricted common stock under the 2016 Plan to certain employees for the purpose of further aligning their interest with those of its stockholders and settling fiscal 2016 performance incentives totaling $1.4 million.employees. The shares vest in equal parts on a quarterly basis over the next three years and are subject to forfeiture in the event of the employee’san employee's termination of service to the Company under specified circumstances.
| Shares | Wtd. Avg. Price at Date of Issuance | |||||
| Nonvested at December 31, 2016 | 38,256 | $ | 34.13 | |||
| Granted | 56,260 | 25.44 | ||||
| Vested | (26,502 | ) | 29.58 | |||
| Forfeited | (1,148 | ) | 28.55 | |||
| Nonvested at September 30, 2017 | 66,866 | 28.72 | ||||
Shares | Wtd. Avg. Price at Date of Issuance | |||||||
Nonvested at December 31, 2022 | — | $ | — | |||||
Granted | 97,900 | $ | 4.84 | |||||
Vested | (8,162 | ) | $ | 4.84 | ||||
Nonvested at March 31, 2023 | 89,738 | $ | 4.84 | |||||
Share-based compensation expense of $46,000 was recognized during the Company’s other restricted stock activity:
| Shares | Wtd. Avg. Price at Date of Issuance | |||||
| Nonvested at December 31, 2016 | 22,348 | $ | 12.15 | |||
| Granted | — | — | ||||
| Vested | (16,455 | ) | 12.15 | |||
| Forfeited | (418 | ) | 12.28 | |||
| Nonvested at September 30, 2017 | 5,475 | 12.15 | ||||
Phantom Equity
On March 15, 2021, the Company’s Board of Directors approved and adopted a Phantom Equity Plan (the “Phantom Plan”). Under the terms of the Phantom Plan, the Board of Directors' Compensation Committee may grant to the Company’s employees, officers, directors, contractors, consultants, or advisors awards of phantom shares entitling grantees the right to receive a cash payment equal to the fair market value of an equal number of shares of the Company’s common stock upon the close of a vesting period, subject to any maximum payment value that the Compensation Committee may set. The vesting of phantom shares is subject to such vesting conditions as the Compensation Committee may specify in a grantee’s award agreement. Grantees of phantom shares shall not by virtue of their receipt of phantom shares have any ownership rights in shares of the Company’s common stock. The Phantom Plan shall continue for a period of ten years, after which no further phantom shares may be awarded (although any phantom shares awarded prior to the expiration of such 10-year period shall be unaffected by the termination of the Phantom Plan).
Also on March 15, 2021, awards for 223,307 phantom shares were granted to the Company’s employees and its non-employee directors. The phantom shares vested in eight equal three-month vesting increments, subject to the satisfaction of both a time-based vesting condition and a performance vesting condition. Both of these vesting conditions were deemed satisfied on the grant date for the initial vesting increment, and were satisfied for each of the following three vesting periods in 2021 and the first vesting period in 2022. The time-based vesting condition was also satisfied for the final three vesting periods in 2022. In order for the time-based vesting condition to be satisfied for each vesting period, the grantee must have remained continuously employed by, or be otherwise continuously providing services to, the Company through the end of the vesting period, and in order for the performance vesting condition to be satisfied for each performance period, the performance criteria designated by the Compensation Committee must have been satisfied. The initial performance vesting condition to be applied to measure performance for the period between March 15, 2021 and June 15, 2021 was designated by the Compensation Committee on or before April 14, 2021, and applied to all future performance periods unless the Compensation Committee elected to change the performance vesting condition on a prospective basis. Future changes to the performance vesting condition must have been made on or before the fifteenth day of any future performance period. If either vesting condition was not satisfied for a vesting date, then the phantom shares scheduled to vest on such date would be forfeited. These phantom shares were subject to a maximum payment value of $12.00 per phantom share. An additional award with similar vesting conditions for 9,074 phantom shares was granted on May 14, 2021 to the Company's new non-employee director, while unvested 9,074 phantom shares granted to the Company's departing non-employee director were forfeited on or about the same date. On each of May 23, 2022, August 31, 2022, and November 25, 2022 the Compensation Committee determined to amend the outstanding awards to provide that the performance criteria shall be deemed satisfied for the three-month performance periods relating to the June 15, 2022, September 15, 2022 and December 15,2022 vesting dates, respectively. In making its determination, the Compensation Committee noted that the fact that the performance criteria were not achieved for the relevant performance periods was due to extraordinary business circumstances in China that were clearly beyond the Company’s control. The phantom shares awarded in 2021 are now fully vested.
On February 7, 2023, the Company granted 212,937 phantom shares to certain of the Company’s employees and its non-employee directors. The phantom shares vest in eight equal three-month vesting increments, subject to the satisfaction of both a time-based vesting condition and a performance vesting condition. Both of these vesting conditions were deemed satisfied on the grant date for the initial vesting increment. In order for the time-based vesting condition to be satisfied for each vesting period, the grantee must remain continuously employed by, or be otherwise continuously providing services to, the Company through the end of the vesting period, and in order for the performance vesting condition to be satisfied for each performance period, the performance criteria designated by the Compensation Committee must be satisfied. The initial performance vesting condition will be designated by the Compensation Committee and will apply to all future performance periods, unless the Compensation Committee elects to change the performance vesting condition on a prospective basis. Future changes to the performance vesting condition must be made on or before the fifteenth day of any future performance period. If either vesting condition is not satisfied for a vesting date, then the phantom shares scheduled to vest on such date will be forfeited. These phantom shares are subject to a maximum payment value of $12.00 per phantom share.
Awards totaling 26,617 and 27,913 phantom shares vested during each of the three months ended March 31, 2023 and 2022, resulting in compensation expense of $127,000 and $196,000 during the three months ended March 31, 2023 and 2022, respectively, related to their cash settlement.
9. STOCKHOLDERS’ EQUITY
Dividends
The Company declared and paid cash dividends of $0.20 per common share during the first quarter of 2023 and 2022, totaling $2.3 million each quarter. Declaration and payment of any future dividends on shares of common stock will be at the sole discretion of the Company’s Board of Directors.
Stock Repurchases
On January 12, 2016, the Board of Directors authorized an increase to the Company’s stock repurchase program first approved on July 28, 2015 from $15.0 million to $70.0 million. Any repurchases will be made in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Exchange Act. For all or a portion of the authorized repurchase amount, the Company may enter into one or more plans that are compliant with Rule 10b5-1 of the Exchange Act that are designed to facilitate these purchases. The stock repurchase program does not require the Company to acquire a specific number of shares, and may be suspended from time to time or discontinued. As of March 31, 2023, $21.9 million of the $70.0 million stock repurchase program remained available for future purchases, inclusive of related estimated income tax.
Accumulated Other Comprehensive Loss
The changes in accumulated other comprehensive loss by component for the first ninethree months of 20172023 were as follows (in thousands):
| Foreign Currency Translation Adjustments | Unrealized Losses on Available-For-Sale Investments | Total | ||||||||||
Balance, December 31, 2022 | $ | (988 | ) | $ | (16 | ) | $ | (1,004 | ) | |||
Other comprehensive loss | (97 | ) | (3 | ) | (100 | ) | ||||||
Balance, March 31, 2023 | $ | (1,085 | ) | $ | (19 | ) | $ | (1,104 | ) | |||
| Foreign Currency Translation Adjustment | Unrealized Losses on Available-For-Sale Investments | Total | |||||||||
| Balance, December 31, 2016 | $ | (805 | ) | $ | (2 | ) | $ | (807 | ) | ||
| Other comprehensive income (loss) | 359 | (10 | ) | 349 | |||||||
| Amounts reclassified out of accumulated other comprehensive loss | (258 | ) | — | (258 | ) | ||||||
| Balance, September 30, 2017 | $ | (704 | ) | $ | (12 | ) | $ | (716 | ) | ||
10. RELATED PARTY TRANSACTIONS
The Company is no longer subjecta party to state income tax examinations for years prior to 2011. No jurisdictions are currently examining any income tax returns of the Company or its subsidiaries.
11.SEGMENT INFORMATION
The Company sells products to a member network that operates in a seamless manner from market to market, except for the China market where it sells to some consumers through an e-commerce platform, and the Russia and Kazakhstan market where the Company’s engagement of a third-party service provider results in a different economic structure than its other markets. Otherwise, the agreement terminates March 31, 2020.
The Company reviews its net sales and operating income (loss) by operating segment, and reviews its assets and capital expenditures on a consolidated basis and not by operating segment. As such, net sales and operating income (loss) are presented by reportable segment and assets and capital expenditures by operating segment are not presented. Segment operating income is adjusted for certain direct costs and commission allocation.
The Company’s operating information by geographic area are as follows (in thousands):
Three Months Ended March 31, | ||||||||
2023 | 2022 | |||||||
Net sales: | ||||||||
Primary Reporting Segment | $ | 11,331 | $ | 10,877 | ||||
China | 416 | 481 | ||||||
Russia and Kazakhstan | 114 | 188 | ||||||
Total net sales | $ | 11,861 | $ | 11,546 | ||||
Income (loss) from operations: | ||||||||
Primary Reporting Segment | $ | 1,827 | $ | 1,915 | ||||
China | (20 | ) | 8 | |||||
Russia and Kazakhstan | (58 | ) | (47 | ) | ||||
Income from operations for reportable segments, net | 1,749 | 1,876 | ||||||
Unallocated corporate expenses | (2,143 | ) | (2,259 | ) | ||||
Other income, net | 681 | 110 | ||||||
Income (loss) before income taxes | $ | 287 | $ | (273 | ) | |||
The Company’s net sales by geographic area are as follows (in thousands):
Three Months Ended March 31, | ||||||||
2023 | 2022 | |||||||
Net sales from external customers: | ||||||||
United States | $ | 279 | $ | 256 | ||||
Canada | 170 | 137 | ||||||
Peru | 327 | 482 | ||||||
Hong Kong1 | 9,673 | 8,776 | ||||||
China | 416 | 481 | ||||||
Taiwan | 454 | 569 | ||||||
Japan | 82 | 235 | ||||||
Malaysia and Singapore | 85 | 125 | ||||||
Russia and Kazakhstan | 114 | 188 | ||||||
Europe | 186 | 201 | ||||||
Other foreign countries | 75 | 96 | ||||||
Total net sales | $ | 11,861 | $ | 11,546 | ||||
1Substantially all of our Hong Kong revenues are derived from the sale of products that are delivered to members in China. See “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K.
12.SUBSEQUENT EVENT
On October 30, 2017, May 1, 2023, the Board of Directors declared a quarterly cash dividend of $0.12 and a special cash dividend of $0.15$0.20 on each share of common stock outstanding. Such dividends areThe dividend will be payable on November 24, 2017 May 26, 2023 to stockholders of record on November 14, 2017. DeclarationMay 16, 2023. The declaration and payment of any future dividends on shares of common stock will be at the sole discretion of the Company’s Board of Directors.
Business Overview
We are an international direct-selling and e-commerce company. Subsidiaries controlled by us sell personal care, wellness, and “quality of life” products under the “NHT Global” brand. Our wholly-owned subsidiaries have an active physical presence in the following markets: the Americas, which consists of the United States, Canada, Cayman Islands, Mexico and Peru; Greater China, which consists of Hong Kong, Taiwan and China; Southeast Asia, which consists of Malaysia, Singapore Malaysia and Vietnam;Thailand; South Korea; Japan; India; and Europe. We also operate through an engagement of a third-party service provider in Russia and Kazakhstan.
As of September 30, 2017,March 31, 2023, we were conducting business through 99,69038,330 active members, compared to 107,290 three months ago38,660 at December 31, 2022 and 122,900 a year ago.44,490 at March 31, 2022. We consider a member “active” if they have placed at least one product order with us during the preceding year. Our priority is to focus our resources in our most promising markets, which we consider to be Greater China and countries where our existing members have the connections to recruit prospects and sell our products, such as Southeast Asia. We have also invested some resources in MexicoAsia, India, South America and Peru this year.
We generate approximately 97%94% of our net sales from subsidiaries located outside the Americas, with sales of our Hong Kong subsidiary representing 87%82% of net sales in the latest fiscal quarter. Because of the size of our foreign operations, operating results can be impacted negatively or positively by factors such as foreign currency fluctuations, inflation rates, and economic, political and business conditions around the world. In addition, our business is subject to various laws and regulations, in particular, regulations related to direct selling activities that create uncertain risks for our business, including improper claims or activities by our members and our potential inability to obtain necessary product registrations. We continually evaluate our business for compliance with applicable laws and regulations, and this process can and has resulted in the identification of certain matters of potential noncompliance, which we work to satisfactorily address. For further information regarding some of the risks associated with the conduct of our business in China and Hong Kong, see generally in “Part I, Item 1A,“Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016,2022, and more specifically under the captions “Risk Factors - Because“Epidemics, such as the COVID-19 pandemic, or natural disasters, terrorist attacks or acts of war...”, “Because our Hong Kong operations account for a substantial portion of our overall business...”, “Our Hong Kong operations are being adversely affected by recent political and “Risk Factors - Our operationssocial developments in Hong Kong...”, and “Our business in China areis subject to compliance with a myriad of applicable laws and regulations...”.
China has been and continues to be our most important business development project. We operate an e-commerce direct selling modelplatform in Hong Kong that generates revenue derived from the sale of products to members in Hong Kong and elsewhere, including China. Substantially all of our Hong Kong revenues are derived from the sale of products that are delivered to members in China. Through a separate Chinese entity, we also operate an e-commerce retail platform in China. We believe that neither of these activities requiresrequire a direct selling license in China, which we do not currently hold. We have previously sought to obtainsubmitted a direct selling license, and in August 2015 initiated the process for submitting a new preliminary application for a direct selling license in China.China, but in 2019 a Chinese governmental authority recommended that we withdraw our application. We expect to reapply for a direct selling license in China when we believe that circumstances are again ripe for doing so. If we are ultimately able to obtain a direct selling license in China, we believe that the incentives inherent in the direct selling model in China would incrementally benefit our existing business. We do not expect that any increased sales in China derived from obtaining a direct selling license would initially be material and, in any event may be partially offset by the higher fixed costs associated with the establishment and maintenance of required service centers, branch offices, manufacturing facilities, certification programs and other legal requirements. We are unable to predict whether and when we will be successful in obtaining a direct selling license to operate in China, and if we are successful, when we will be permitted to conduct direct selling operations and whether such operations would be profitable.
In January 2019 the Chinese government announced a 100-day campaign focused on companies involved in the sale of food, equipment, daily necessities, small home electrical appliances and services that are claimed to promote health. The Chinese government ministries in charge of this campaign indicated that they are targeting illegal practices in the industry, particularly the manufacture and sale of counterfeit and substandard products, and false advertising and misleading claims as to the health benefits of products and services. It is understood that the campaign is specifically focused on the business practices of direct selling companies. During the campaign, we understand that the government is not issuing any additional direct selling licenses, is not issuing certifications of quality or other approvals of various healthcare products, and is reviewing its regulatory oversight of the industry. Since it was implemented, the campaign and associated negative media coverage have had a significant adverse impact on our business, as consumers have widely curtailed their purchases within the affected industries. We, like some of our peers, voluntarily decided in January 2019 to temporarily suspend our member activities, such as product roadshows, product trainings and larger company-sponsored events, in China. We did this because we learned that the 100-day campaign was announced in broad outlines by the central government, and the interpretation and enforcement of the campaign was delegated to the provincial and local governments. We consider it a top priority for our business to develop an understanding of and cooperate with all levels and jurisdictions of the government agencies, and did not want to run the risk of being inadvertently entangled in government enforcement actions as the provincial and local governments formulate and implement their interpretive guidance and rule-making. Although we have been able to relax some restrictions on member activities in certain markets, it may again in the future be necessary or advisable to suspend member activities or take similar actions from time to time, and such periods of reduced activity may have a material adverse effect on our business.
Although the 100-day campaign was due to expire on or about April 18, 2019, we are not aware of any information indicating that the campaign has formally concluded. However, on August 27, 2019, the Chinese government announced that it would conduct a “look-back review” to evaluate the 100-day campaign. As part of this review, we understand that various Chinese governmental agencies formed a working group to assess the 100-day campaign, particularly focusing on the health market and its supervision in certain provinces. We understand that during September 2019 the working group evaluated the performance and results of a number of organizations and governmental departments in these provinces and made recommendations for various improvements. It was noted that each province had opened a number of investigative cases, had successfully closed numerous cases, and had imposed various fines and penalties. We understand that the look-back review continued after September 2019, and we are not aware that this review has been completed. As a result, the business environment in China for health product companies continues to be challenging, which has been exacerbated by negative social media sentiment expressed for these types of companies. We believe that the campaign, as well as its extension and aftermath (including the look-back review), will continue to negatively impact our business in China in the near-term, but will ultimately benefit us and Chinese consumers in the long-term as purveyors of substandard products are driven from the market.
In late 2019 or early 2020 an outbreak of COVID-19 was first identified in China and subsequently spread around the world. On March 11, 2020 the World Health Organization declared the COVID-19 outbreak a global pandemic. The outbreak caused the Chinese government to implement powerful measures to control the virus, such as requiring businesses to close throughout various areas of China and restricting public gatherings and certain travel within the country. We have significant business in China and in 2022 generated approximately 78% of our revenue in Hong Kong, substantially all of which was derived from the sale of products to members in China. The Chinese and Hong Kong governments, like the governments of the other countries in which we operate, continue to adjust the restrictive measures that they impose to control COVID-19 based on then-current local circumstances; however, it should be noted that the Chinese and Hong Kong governments have to date imposed some of the most restrictive COVID-19 control measures of any country in the world. The scope and impact of the pandemic and related control measures are uncertain, but we have taken steps to adapt some of our marketing programs, such as relying on certainproduct promotions and webcast training, to overcome the physical restrictions imposed in response to the pandemic. We have also canceled or rescheduled a number of in-person member events over the course of the pandemic. While the Chinese and Hong Kong governments took comprehensive steps to relax many of the COVID-19 control measures in late 2022, the severity of the impact on us of the COVID-19 pandemic will depend on future developments, including the duration and spread of the virus, and related control measures, which we are unable to accurately predict.
Of particular note, the spread of the Omicron variant in Hong Kong and China, along with the imposition of strong government control measures, significantly disrupted our operations and negatively affected our results of operations in 2022. During the first half of 2022, our third-party logistics providers experienced substantial difficulties importing and distributing our products in China. However, by early June 2022 the Chinese government began relaxing some of its more stringent policies and we found that the difficulties encountered by our third-party logistics providers were largely resolved by the end of the month. Further, after four consecutive quarters during which we were unable to sponsor any in-person member events in China, Macau or Hong Kong, we sponsored an in-personevent in China at the end of the third quarter of 2022, sponsored a large in-person event and a number of small in-person events in China during the first quarter of 2023, and are now planning more such events. Nevertheless, through late 2022 the Chinese and Hong Kong governments continued to impose strong control measures that were negatively impacting our ability to interact with our members and the ability of our members to interact with each other and their customers. In late 2022, the Chinese and Hong Kong governments took comprehensive steps to relax many of their COVID-19 control measures. This less restrictive business environment continued through the first quarter of 2023 and the Chinese and Hong Kong economies appear to be improving. We are hopeful that this improved state of affairs will enable us to continue the resumption of more normal operations in China and Hong Kong, but it is still too early to accurately predict the impact on us of this relaxation of control measures and whether it will prove enduring. We will continue to assess the financial and operational impact of the COVID-19 pandemic, including its impact on the operations of our third-party providers. See “Item 1A. Risk Factors - Epidemics, such as the COVID-19 pandemic, or natural disasters, terrorist attacks or acts of war…” in our most recent Annual Report on Form 10-K.
Recent political and social developments in Hong Kong, along with the impact of the COVID-19 pandemic and related government control measures, are also adversely affecting our Hong Kong operations and led us in 2020 to cease sponsoring member meetings and events in Hong Kong. Inasmuch as member meetings and events located in Hong Kong have in the past served as an important component of our product marketing and distribution efforts, we believe that this action has negatively affected our operations and financial performance. The cumulative effect of these developments has adversely affected our Hong Kong operations and may continue to adversely affect our overall business, results of operations and financial condition. See “Item 1A. Risk Factors - Our Hong Kong operations are being adversely affected by recent political and social developments in Hong Kong...” in our most recent Annual Report on Form 10-K.
Our Hong Kong net sales (substantially all of which were derived from products shipped to members residing in China) for the first three months of 2023 were higher than the comparable period in 2022. The slight increase in net sales during the first three months of 2023 resulted in a loss from operations for the period, as well as negative cash flows from operations. We anticipate that our financial performance for the near-term will continue to be adversely impacted.
Statement of Operations Presentation
We mainly derive revenue from sales of products. Substantially all of our product sales are to independent members at published wholesale prices. Product sales are recordedrecognized when the products are shipped and title passes to independent members, which generally is upon our delivery to the carrier that completes delivery to the members. We estimate and accrue a reserve for product returns based on our return policies and historical experience. Enrollment package revenue, including any nonrefundable set-up fees, is deferred and recognized over the term of the arrangement, generally twelve months. We bill members for shipping charges and recognize the freight revenue in net sales. We have elected to account for shipping and handling activities performed after title has passed to members as a fulfillment cost, and accrue for the costs of shipping and handling if revenue is recognized before the contractually obligated shipping and handling activities occurs. Event and training revenue is deferred and recognized as the event or training occurs.
Cost of sales consists primarily of products purchased from third-party manufacturers, freight cost for transporting products to our foreign subsidiaries and shipping products to members, import duties, packing materials, product royalties, costs of promotional materials sold to our members at or near cost, and provisions for slow moving or obsolete inventories. Cost of sales also includes purchasing costs, receiving costs, inspection costs and warehousing costs.
Member commissions
are our most significant expense and are classified as an operating expense. Under our compensation plan, members are paid weekly commissions by our subsidiary in which they are enrolled, generally in their home country currency, for product purchases by their down-line member network across all geographic markets. Our China subsidiary maintains an e-commerce retail platform and does not pay• | through commissions paid on the accumulated bonus volume from product purchases made by their down-line members and customers; and |
• | through retail profits on sales of products purchased by members at wholesale prices and resold at retail prices (for purchasers in some of our smaller markets and purchasers from our China subsidiary, sales are for personal consumption only and income may not be earned through retail profits). |
Each of our products is designated a specified number of bonus volume points. Commissions are based on total personal and group bonus volume points per weekly sales period. Bonus volume points are essentially a percentage of a product’s wholesale price. As the member’s business expands from successfully enrolling other members who in turn expand their own businesses by selling product to other members, the member receives higher commissions from purchases made by an expanding down-line network. In some of our markets, to be eligible to receive commissions, a member may be required to make nominal monthly or other periodic purchases of our products. Certain of our subsidiaries do not require these nominal purchases for a member to be eligible to receive commissions. In determining commissions, the number of levels of down-line members included within the member’s commissionable group increases as the number of memberships directly below the member increases.
Under our current compensation plan, certain of our commission payouts may be limited to a hard cap dollar amount per week or a specific percentage of total product sales. In some markets, commissions may be further limited. In some markets, we also pay certain bonuses on purchases by up to three generations of personally enrolledsponsored members, as well as bonuses on commissions earned by up to threeseven generations of personally enrolledsponsored members. Members can also earn additional income, trips and other prizes in specific time-limited promotions and contests we hold from time to time. Member commissions are dependent on the sales mix and, for the first ninethree months of 20172023 and 2016,2022, represented 42% and 46%, respectively,41% of net sales.sales, respectively. Occasionally, we make modifications and enhancements to our compensation plan to help motivate members, which can have an impact on member commissions. We may also enter into performance-based agreements for business or market development, which couldcan result in additional compensation to specific members.
Selling, general and administrative expenses consist of administrative compensation and benefits, (including stock-based compensation), travel, credit card fees and assessments, professional fees, certain occupancy costs, and other corporate administrative expenses.expenses (including stock-based compensation). In addition, this category includes selling, marketing, and promotion expenses (including the costs of member training events and conventions)conventions that are designed to increase both product awareness and member recruitment). Because our various member conventions are not always held at the same time each year, interim period comparisons will be impacted accordingly.
The functional currency of our international subsidiaries is generally their local currency. Local currency assets and liabilities are translated at the rates of exchange on the balance sheet date, and local currency revenues and expenses are translated at average rates of exchange during the period. Equity accounts are translated at historical rates. The resulting translation adjustments are recorded directly into accumulated other comprehensive income.
Sales by our foreign subsidiaries are generally transacted in the respective local currencies and are translated into U.S. dollars using average rates of exchange for each monthly accounting period to which they relate. Most of our product purchases from third-party manufacturers are transacted in U.S. dollars. Consequently, our sales and net earnings are affected by changes in currency exchange rates, with sales and earnings generally increasing with a weakening U.S. dollar and decreasing with a strengthening U.S. dollar, see “Item 3. Quantitative and Qualitative Disclosures About Market Risk” and more specifically under the caption “Foreign Currency Exchange Risk” for further information.dollar.
Results of Operations
The following table sets forth our operating results as a percentage of net sales for the periods indicated.
Three Months Ended March 31, | ||||||||
2023 | 2022 | |||||||
Net sales | 100.0 | % | 100.0 | % | ||||
Cost of sales | 25.5 | 25.2 | ||||||
Gross profit | 74.5 | 74.8 | ||||||
Operating expenses: | ||||||||
Commissions expense | 42.1 | 41.0 | ||||||
Selling, general and administrative expenses | 35.7 | 37.1 | ||||||
Total operating expenses | 77.8 | 78.1 | ||||||
Loss from operations | (3.3 | ) | (3.3 | ) | ||||
Other income, net | 5.7 | 0.9 | ||||||
Income (loss) before income taxes | 2.4 | (2.4 | ) | |||||
Income tax provision (benefit) | 0.2 | (1.5 | ) | |||||
Net income (loss) | 2.2 | % | (0.9 | )% | ||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||
| 2017 | 2016 | 2017 | 2016 | ||||||||
| Net sales | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | |||
| Cost of sales | 20.4 | 19.3 | 19.3 | 19.1 | |||||||
| Gross profit | 79.6 | 80.7 | 80.7 | 80.9 | |||||||
| Operating expenses: | |||||||||||
| Commissions expense | 39.4 | 43.3 | 42.1 | 45.9 | |||||||
| Selling, general and administrative expenses | 18.7 | 15.8 | 15.6 | 15.3 | |||||||
| Depreciation and amortization | 0.3 | 0.1 | 0.3 | 0.1 | |||||||
| Total operating expenses | 58.4 | 59.2 | 58.0 | 61.3 | |||||||
| Income from operations | 21.2 | 21.5 | 22.7 | 19.6 | |||||||
| Other (expense) income, net | — | 0.1 | 0.1 | — | |||||||
| Income before income taxes | 21.2 | 21.6 | 22.8 | 19.6 | |||||||
| Income tax provision | 2.9 | 3.8 | 4.3 | 3.6 | |||||||
| Net income | 18.3 | % | 17.8 | % | 18.5 | % | 16.0 | % | |||
NetSales
The following table sets forth revenue by market for the periods indicated (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||
| 2017 | 2016 | 2017 | 2016 | ||||||||||||||||||||||||
| Americas | $ | 1,239 | 3.1 | % | $ | 1,345 | 1.9 | % | $ | 4,340 | 2.9 | % | $ | 4,403 | 2.0 | % | |||||||||||
Hong Kong1 | 35,049 | 87.3 | 65,904 | 93.3 | 135,304 | 89.3 | 207,410 | 92.0 | |||||||||||||||||||
| China | 1,731 | 4.3 | 1,354 | 1.9 | 4,732 | 3.1 | 7,169 | 3.2 | |||||||||||||||||||
| Taiwan | 1,229 | 3.1 | 1,329 | 1.9 | 4,116 | 2.7 | 4,453 | 2.0 | |||||||||||||||||||
| South Korea | 128 | 0.3 | 152 | 0.2 | 379 | 0.3 | 544 | 0.2 | |||||||||||||||||||
| Japan | 29 | 0.1 | 24 | — | 89 | 0.1 | 60 | — | |||||||||||||||||||
| Singapore | 40 | 0.1 | 57 | 0.1 | 124 | 0.1 | 99 | — | |||||||||||||||||||
| Russia and Kazakhstan | 209 | 0.5 | 203 | 0.3 | 655 | 0.4 | 630 | 0.3 | |||||||||||||||||||
| Europe | 478 | 1.2 | 311 | 0.4 | 1,732 | 1.1 | 648 | 0.3 | |||||||||||||||||||
| Total | $ | 40,132 | 100.0 | % | $ | 70,679 | 100.0 | % | $ | 151,471 | 100.0 | % | $ | 225,416 | 100.0 | % | |||||||||||
Three Months Ended March 31, | ||||||||||||||||
2023 | 2022 | |||||||||||||||
Americas1 | $ | 776 | 6.5 | % | $ | 875 | 7.6 | % | ||||||||
Hong Kong2 | 9,673 | 81.6 | 8,776 | 76.0 | ||||||||||||
China | 416 | 3.5 | 481 | 4.2 | ||||||||||||
Taiwan | 454 | 3.8 | 569 | 4.9 | ||||||||||||
South Korea | 52 | 0.4 | 46 | 0.4 | ||||||||||||
Japan | 82 | 0.7 | 235 | 2.0 | ||||||||||||
Malaysia and Singapore | 85 | 0.7 | 125 | 1.1 | ||||||||||||
Russia and Kazakhstan | 114 | 1.0 | 188 | 1.6 | ||||||||||||
Europe | 186 | 1.6 | 201 | 1.8 | ||||||||||||
India | 23 | 0.2 | 50 | 0.4 | ||||||||||||
Total | $ | 11,861 | 100.0 | % | $ | 11,546 | 100.0 | % | ||||||||
1
United States, Canada, Mexico and Peru2Substantially all of our Hong Kong revenues are derived from the sale of products that are delivered to members in China. See “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K.
Net sales were $40.1$11.9 million for the three months ended September 30, 2017March 31, 2023 compared with $70.7$11.5 million for the comparable period a year ago, a decreasean increase of $30.6 million,$315,000, or 43%3%. Hong Kong net sales, substantially all of which were derived from the sale of products shipped to members residing in China, decreased $30.9 million,increased $897,000, or 47%10%, over the comparablecomparable period a year ago. TheWe believe that the increase in Hong Kong net sales decrease was primarily attributabledue to the slowdownfact that we have been experiencingwere able to resume more normal operations in our Asian markets since the third quarter of 2016. In addition,China and Hong Kong in the current-year quarter, as the Chinese and Hong Kong governments took comprehensive steps in late 2022 to relax many of their COVID-19 control measures and a less restrictive business environment prevailed through the quarter. In contrast, during the prior-year quarter, the Chinese and Hong Kong governments imposed control measures to counter the spread of the COVID-19 Omicron variant, and we experienced a decreasesignificant supply chain and distribution challenges as well as restrictions on our ability to interact with our members and the ability of 26,200 activeour members or 23%, from September 30, 2016 to September 30, 2017, which contributedinteract with each other and their customers. The increase in Hong Kong net sales was partially offset by the recognition of lower administrative fees in the current-year quarter, as compared to the decrease in product sales volume.
As of September 30, 2017,March 31, 2023, deferred revenue was $3.6$5.6 million, which primarily consisted of $1.7$3.9 million pertaining to unshipped product orders $1.4and unredeemed product vouchers, as well as $1.7 million pertaining toin auto ship advances and $399,000 pertaining to unamortized enrollment package revenue.
Gross Profit
Gross profit was 79.6%74.5% of net sales for the three months ended September 30, 2017March 31, 2023 compared with 80.7%74.8% of net sales for the three months ended September 30, 2016. TheMarch 31, 2022. Excluding the impact of decreased administrative fee revenue referred to above, gross profit margin percentage decrease was due to lower event revenue.
Commissions
Commissions were 39.4%42.1% of net sales for the three months ended September 30, 2017,March 31, 2023 compared with 43.3%41.0% of net sales for the three months ended September 30, 2016. The decrease as a percentageMarch 31, 2022. Excluding the impact of net sales for the three month period ended September 30, 2017 was primarily duedecreased administrative fee revenue referred to less cost incurred for our third quarter incentive trip than expected and recognized during the qualification period in 2016. Excluding this benefit,above, commissions as a percentage of net sales forincreased slightly as compared to the third quarter of 2017 would have been consistent withcomparable period in the second quarter of 2017.
Selling, General and Administrative Expenses
Selling, general and administrative expenses were $7.5decreased to $4.2 million for the three months ended September 30, 2017March 31, 2023, as compared with $11.2$4.3 million in the same period a year ago. For the nine months ended September 30, 2017,The decrease in selling, general and administrative expenses were $23.6 millionis primarily due to less employee-related costs as compared to the comparable period in the prior year.
Other Income, Net
Other income increased to $681,000 for the three months ended March 31, 2023, as compared with $34.5$110,000 million forin the comparablesame period a year ago. Selling, general and administrative expenses decreased by 33% and 32%, respectively, during the three and nine month periods mainlyThe increase in other income is primarily due to decreases in employee-related costs and event costs, as well as a decrease in credit card fees and assessments due to lower net sales, partially offset by an increase in professional feesmore interest earned on our cash equivalents as compared to the samecomparable period in the prior year.
An income tax provision of $1.2 million$30,000 and $2.7 millionan income tax benefit of $168,000 was recognized during the three month periodsmonths ended September 30, 2017March 31, 2023 and 2016, respectively, and $6.5 million and $8.1 million was recognized2022, respectively. The tax provision during the nine month periodsthree months ended September 30, 2017March 31, 2023 primarily resulted from foreign income inclusions, such as global intangible low-taxed income (“GILTI”) and 2016, respectively. The effectiveSubpart F income, tax rate for the nine month period ended September 30, 2017 is consistent with prior quarters; however, the effective tax rateprovisions in foreign jurisdictions and year-to-date consolidated income for the three month periodmonths ended September 30, 2017 is less than prior quarters due to a true-up of foreignMarch 31, 2023. The tax credits generated for the tax years ended December 31, 2015 and December 31, 2016.
Liquidity and Capital Resources
At September 30, 2017,March 31, 2023, our cash and cash equivalents totaled $127.0$66.6 million. Total cash and cash equivalents increaseddecreased by $1.0$3.1 million from December 31, 20162022 to September 30, 2017.March 31, 2023, primarily due to cash used in operating activities and the dividends paid during the first three months of 2023. We consider all highly liquid investments with original maturities of three months or less, when purchased, to be cash equivalents. As of September 30, 2017,March 31, 2023, we had $73.4$55.2 million in available-for-sale investments classified as cash equivalents. In addition, cash and cash equivalents included $121.2 million held in bank accounts overseas, which included $6.9$4.1 million held in banks located within China subject to foreign currency controls.
As of September 30, 2017,March 31, 2023, the ratio of current assets to current liabilities was 3.303.7 to 1.001.0 and we had $98.0$55.0 million of working capital. Working capital as of September 30, 2017 increased $13.9March 31, 2023 decreased $2.1 million compared to our working capital as of December 31, 2016, due primarily to our proactive expense management efforts designed to better align our cost structure with the challenging environment that we encountered during the nine months ended September 30, 2017.
Cash provided byused in operations was $15.3$696,000 and $2.3 million for the first ninethree months of 2017 compared with $36.3 million in the comparable period of 2016. 2023 and 2022, respectively. The decrease in operating cash flowsused in operations resulted primarily from less commission and employee-related payouts in the decrease in product orders andfirst three months of 2023 compared to the impact of our members’ utilization of our eWallet functionality, offset by a reduction in inventories and inventory-related deposits.
Cash flows used in investing activities totaled $238,000$7,000 and $40,000 during the first ninethree months of 20172023 and consisted primarily of capitalizable software development costs and buildout costs for our expansion into Peru and Vietnam. Cash flows used in investing activities totaled $679,000 during the first nine months of 2016 and consisted primarily of software development costs of $518,000 for our Oracle ERP upgrade and enhancement of our back office software platform.
Cash flows used in financing activities during the first ninethree months of 20172023 and 2022 consisted solely of the followingquarterly dividend payments (in thousands, exceptof $0.20 per common share, amounts):
| Declaration Date | Per Share | Amount | Record Date | Payment Date | ||||||||
| July 31, 2017 (special) | $ | 0.25 | $ | 2,833 | August 21, 2017 | August 31, 2017 | ||||||
| July 31, 2017 | 0.11 | 1,246 | August 21, 2017 | August 31, 2017 | ||||||||
| April 24, 2017 (special) | 0.35 | 3,964 | May 9, 2017 | May 19, 2017 | ||||||||
| April 24, 2017 | 0.10 | 1,133 | May 9, 2017 | May 19, 2017 | ||||||||
| January 24, 2017 (special) | 0.35 | 3,962 | February 21, 2017 | March 3, 2017 | ||||||||
| January 24, 2017 | 0.09 | 1,019 | February 21, 2017 | March 3, 2017 | ||||||||
| $ | 1.25 | $ | 14,157 | |||||||||
On January 12, 2016, the Board of Directors authorized an increase to the Company’s stock repurchase program first approved on July 28, 2015 from $15.0 million to $70.0 million. Any repurchases will be made in financing activities duringaccordance with all applicable securities laws and regulations, including Rule 10b-18 of the first nine monthsExchange Act. For all or a portion of 2016 totaled $25.8the authorized repurchase amount, the Company may enter into one or more plans that are compliant with Rule 10b5-1 of the Exchange Act that are designed to facilitate these purchases. The stock repurchase program does not require the Company to acquire a specific number of shares, and may be suspended from time to time or discontinued. As of March 31, 2023, $21.9 million and consisted of $23.7the $70.0 million in stock repurchases and $2.1 million in cash dividends.
We believe that our existing internal liquidity, supported by cash on hand and cash flows from operations, should be adequate to fund normal business operations and address our financial commitments for the foreseeable future.
We do not have any significant unused sources of liquid assets. If necessary, we may attempt to generate more funding from the capital markets, but currently we do not believe that will be necessary.
Our priority is to focus our resources on investing in our most important markets, which we consider to be Greater China and countries where our existing members may have the connections to recruit prospects and sell our products, such as Southeast Asia.Asia, India, South America and Europe. We will continue to invest in our Mainland China entity for such purposes as establishing China-based manufacturing capabilities, increasing public awareness of our brand and our products, sourcing more Chinese-made products, building a chain of service stations, opening additional Healthy Lifestyle Centers or branch offices, adding local staffing and other requirements for a prospective China direct selling license application. We also have invested some resources in Mexico and Peru.
Critical Accounting Policies and Estimates
A summary of our significant accounting policies is provided in Note 1 of the Notes to Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data” of our Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (SEC) on March 10, 2017.3, 2023. The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reported period. The process of determining significant estimates is fact specific and takes into account historical experience and current and expected economic conditions. To the extent that there are material differences between the estimates and actual results, future results of operations will be affected.
Critical accounting policies and estimates are defined as both those that are material to the portrayal of our financial condition and results of operations and as those that require management’s most subjective judgments. Management believes our critical accounting policies and estimates are those related to revenue recognition, as well as those used in the determination of liabilities related to sales returns, member commissions and income taxes.
Revenue Recognition.
All revenue is recognized when the performance obligations under a contract, including product vouchers sold on a stand-alone basis in Hong Kong, are satisfied. Product sales are recorded when the products are shipped and title passes to independent members. Product sales to members are made pursuant to a member agreement that provides for transfer of both title and risk of loss upon our delivery to the carrier that completes delivery to the members, which is commonly referred to as “F.O.B. Shipping Point.” We primarily receive payment by credit card at the time members place orders. Our sales arrangements do not contain right of inspection or customer acceptance provisions other than general rights of return. Amounts received for unshipped product orders and unredeemed product vouchers are recorded as deferred revenue. Such amounts totaledAdditionally, deferred revenue includes advances for auto ship orders. In certain markets, when a member’s cumulative commission income reaches a certain threshold, a percentage of the member’s weekly commission is held back as an advance and applied to an auto ship order once the accumulated amount of the advances is sufficient to pay for the pre-selected auto ship package of the member. Such advances were $1.4$1.7 million and $2.3$1.8 million at September 30, 2017March 31, 2023 and December 31, 2016,2022, respectively.
Commissions Expense. Independent members earn commissions based on total personal and group bonus volume points per weekly sales period. Each of our products are designated a specified number of bonus volume points, which is essentially a percentage of the product’s wholesale price. We accrue commissions when earned and as the related revenue is recognized and pay commissions on product sales generally two weeks following the end of the weekly sales period.
Independent members may also earn incentives based on meeting certain qualifications during a designated incentive period, which may range from several weeks to up to a year. For each individual incentive, we estimate the total number of qualifiers as well as the expected per qualifier cost and accrue all costs associated with incentives throughout the qualification period. We regularly review and update, if necessary, the estimates of both qualifiers and cost as more information is obtained during the qualification period. Any resulting change in total cost is recognized over the remaining qualification period. Long-term promotions and incentives (lasting up to one year) can, in particular, result in uncertain ultimate cost. Accrued commissions, including the estimated cost of our international recognition incentive program and other supplemental programs, totaled $10.4$2.5 million and $13.6$2.9 million at September 30, 2017March 31, 2023 and December 31, 2016,2022, respectively.
Income Taxes.Deferred income taxes are recognized for differences between the financial reporting and tax bases of assets and liabilities at enacted statutory rates for the years in which the temporary differences are expected to be recovered or settled. We evaluate the probability of realizing the future benefits of any of our deferred tax assets and record a valuation allowance when we believe a portion or all of our deferred tax assets may not be realized. Deferred tax expense or benefit is a result of changes in deferred tax assets and liabilities. Based on the technical merits of our tax position, tax benefits may be recognized if we determine it is more likely than not that our position will be sustained on examination by tax authorities. The complex nature of these estimates requires us to anticipate the likely application of tax law and make judgments on the largest benefit that has a greater than fifty percent likelihood of being realized prior to the completion and filing of tax returns for such periods. As of September 30, 2017,March 31, 2023, we do not have a valuation allowance against our U.S. deferred tax assets. We maintain a valuation allowance in certain foreign jurisdictions with an overall tax loss. The valuation allowance will be reduced at such time as management believes it is more likely than not that the deferred tax assets will be realized. Any reductions in the valuation allowance will reduce future income tax provision.
Provision for income taxes depends on the statutory tax rates in each of the jurisdictions in which we operate. An income tax provision of $1.2 million and $2.7 million was recognized during the three month periods ended September 30, 2017 and 2016, respectively, and $6.5 million and $8.1 million was recognized during the nine month periods ended September 30, 2017 and 2016, respectively. As a result of capital return activities, we determined that a portion of our current undistributed foreign earnings are no longernot deemed reinvested indefinitely by our non-U.S. subsidiaries. WeThe U.S. Tax Cuts and Jobs Act (the “Tax Act”), enacted on December 22, 2017 by the U.S. government, required a one-time repatriation tax on certain un-repatriated earnings of foreign subsidiaries at a rate of 15.5% tax on post-1986 foreign earnings held in cash and an 8% rate on all other post-1986 earnings. Due to the adoption of a territorial tax regime, any foreign source portion of a qualified dividend received by a 10% U.S. corporate shareholder is exempt from U.S. federal tax, therefore resulting in any future repatriation having a minimal effect on our effective tax rate. For state income tax purposes, we will continue to periodically reassess the needs of our foreign subsidiaries and update our indefinite reinvestment assertion as necessary. To the extent that additional foreign earnings are not deemed permanently reinvested, we expect to recognize additional income tax provision at the applicable U.S. state corporate tax rate.rate(s). As of September 30, 2017,March 31, 2023, we have accruednot recorded a state deferred tax liabilitiesliability for earnings that we plan to repatriate outbe repatriated in the future because the portion of accumulatedall earnings in future periods.which are no longer deemed reinvested indefinitely as of March 31, 2023 have already been repatriated. All undistributed earnings in excess of 50% of current earnings on an annual basis are intended to be reinvested indefinitely as of September 30, 2017.
The Company has analyzed the finalized U.S. tax regulations published by the U.S. Treasury and Internal Revenue Service on January 4, 2022. These regulations overhaul various components of the foreign tax credit regime including the determination of creditable foreign taxes and limit the amount of foreign taxes that are creditable against U.S. income taxes. These regulations are generally effective on March 7, 2022 and may limit the Company’s ability to claim credits on certain foreign taxes. Although the Company is still analyzing the full impact of the regulations, the Company does not expect a material impact to the Company’s financial statements as a result of these final regulations.
We estimate what our effective tax rate will be for the full fiscal year at each interim reporting period and record a quarterly tax provision based on that estimated effective tax rate. Throughout the year that estimated rate may change based on variations in our business, changes in our corporate structure, changes in the geographic mix and amount of income, applicable tax laws and regulations, communications with tax authorities, as well as our estimated and actual level of annual pre-tax income. We adjust our income tax provision in the reporting period in which the change in our estimated rate occurs so that the year-to-date provision is consistent with the anticipated annual tax rate. The Company’s effective tax rate projected for the year ending December 31, 2023 differs from its actual tax rate for the nine month periodyear ended September 30, 2017 is consistent with prior quarters; however,December 31, 2022 primarily as a result of an anticipated increase in income in our foreign operations during the effective tax rate for the three month period ended September 30, 2017 is less than prior quarters due to a true-up of foreign tax credits generated for the tax yearsyear ended December 31, 2015 and December 31, 2016.
Disclosure Controls and Procedures
Management, with the participation of the Company’s principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of September 30, 2017.March 31, 2023. The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including the Company’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, the principal executive officer and principal financial officer concluded that as of September 30, 2017, the Company’sour disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There were no changes in internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2017March 31, 2023 that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.
Our operations and financial results are subject to various risks and uncertainties, including those described in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016,2022, which could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common stock. There have been no material changes to our risk factors since our Annual Report on Form 10-K for the year ended December 31, 2016.
None.
None.
Not applicable.
None.
Exhibit Number | Exhibit Description | |
31.1 | ||
31.2 | ||
32.1 | ||
101.INS | Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
101.SCH | Inline XBRL Taxonomy Extension Schema | |
101.CAL | Inline XBRL Taxonomy Extension Calculation | |
101.DEF | Inline XBRL Taxonomy Extension Definition | |
101.LAB | Inline XBRL Taxonomy Extension Labels | |
101.PRE | Inline XBRL Taxonomy Extension Presentation | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
NATURAL HEALTH TRENDS CORP. | ||
Date: | /s/ Timothy S. Davidson | |
Timothy S. Davidson | ||
Senior Vice President and Chief Financial Officer | ||
(Principal Financial Officer) |
EXHIBIT INDEX
Exhibit Number | Exhibit Description | |
31.1 | ||
31.2 | ||
32.1 | ||
101.INS | Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
101.SCH | Inline XBRL Taxonomy Extension Schema | |
101.CAL | Inline XBRL Taxonomy Extension Calculation | |
101.DEF | Inline XBRL Taxonomy Extension Definition | |
101.LAB | Inline XBRL Taxonomy Extension Labels | |
101.PRE | Inline XBRL Taxonomy Extension Presentation | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |