SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 19, 1998 NATURAL HEALTH TRENDS CORP. (Exact name of Registrant as specified in its charter) Florida 0-25238 59-2705336 (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation or organization) Identification No.) 2001 West Sample Road, Suite 318, Pompano Beach, Florida 33064 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (954) 969-9771 n/a (Former name or former address, if changed since last report) Item 5. Other Events . The NASDAQ Stock Market, Inc. has requested that Natural Health Trends Corp. (the "Company") file this Current Report on Form 8-K, including unaudited Financial Statements set forth below. The following consolidated statement of operations for the year ended December 31, 1997 and the consolidated balance sheet at December 31, 1997, are derived from the unaudited Financial Statements of the Company, which have been prepared on a basis consistent with the audited Financial Statements of the Company and, in the opinion of management, include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the Company's financial position and results of operations. However, the Financial Statements have not been audited by the Company's independent certified public accountants and the Company's audited Financial Statements may contain material differences. In addition, the Financial Statements set forth herein do not contain notes to the Financial Statements which would appear in the Company's audited Financial Statements. NATURAL HEALTH TRENDS CORP. CONSOLIDATED BALANCE SHEET December 31, 1997 (UNAUDITED) ASSETS CURRENT ASSETS: Cash $ 124,320 Restricted cash 250,000 Accounts receivable 1,988,432 Inventories 1,049,253 Due from officers 142,442 Due from affiliate --------- Prepaid expenses and other current assets 390,128 TOTAL CURRENT ASSETS 3,944,575 PROPERTY, PLANT AND EQUIPMENT 3,355,178 DEPOSITS AND OTHER ASSETS 6,966,397 --------- TOTAL ASSETS: $ 14,266,150 ================ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 3,033,488 Accrued expenses 1,195,224 Revolving credit line 217,422 Accrued Expenses for Discontinued Operations 338,446 Current portion of long term debt 1,737,590 Deferred revenue 1,099,790 Current portion of accrued consulting contract 246,607 Other current liabilities 257,447 TOTAL CURRENT LIABILITIES 8,126,014 LONG-TERM DEBT 2,596,923 DEBENTURES PAYABLE 183,267 ACCRUED CONSULTING CONTRACT 113,524 ACCRUED EXPENSES DISCONTINUED OPERATIONS 9,552 COMMON STOCK SUBJECT TO PUT 380,000 STOCKHOLDERS' EQUITY: Preferred stock, $.001 par value, 1,500,000 shares authorized; 2,200 shares issued and outstanding 1,900,703 Common stock, $.001 par value; 40,000,000 shares authorized; 30,325,435 shares issued and outstanding at December 31, 1997 30,290 Additional paid-in capital 11,890,648 Retained earnings (accumulated deficit) (10,571,021) Common stock subject to put (380,000) Prepaid stock compensation (13,750) TOTAL STOCKHOLDERS' EQUITY 2,856,870 $ 14,266,150 NATURAL HEALTH TRENDS CORP. CONSOLIDATED STATEMENTS OF OPERATIONS YEAR ENDED DECEMBER 31, 1997 (UNAUDITED) REVENUES $ 6,968,926 COST OF SALES 2,746,904 GROSS PROFIT 4,222,023 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 7,411,642 NON-CASH IMPUTED COMPENSATION EXPENSE 400,000 LITIGATION SETTLEMENT 118,206 OPERATING INCOME (LOSS) (3,707,826) OTHER INCOME (EXPENSE): Interest (net) (964,099) Other (103,000) Miscellaneous Revenue 21,839 ---------- INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAX (4,753,086) PROVISION FOR INCOME TAX --- INCOME (LOSS) FROM CONTINUED OPERATIONS (4,753,086) DISCONTINUED OPERATIONS: Income (Loss) From Discontinued ---- Operations (1,993,174) (Loss) On Disposal (657,381) ------------ INCOME (LOSS) FROM DISCONTINUED OPERATIONS (2,650,555) NET INCOME (LOSS) $ (7,403,641) ============= INCOME (LOSS) PER COMMON SHARE: Continued Operations (0.27) Discontinued Operations (0.15) NET INCOME (LOSS) PER COMMON SHARE (0.43) WEIGHTED AVERAGE COMMON SHARES USED 17,370,585 SIGNATURES 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 hereunto duly authorized. Dated: February 19, 1998 NATURAL HEALTH TRENDS CORP. (Registrant) By: ______________________________ Neal R. Heller President