NATURES SUNSHINE PRODUCTS INC - Quarter Report: 2013 March (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

(Mark One)

 

x                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2013

 

OR

 

o                   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: 0-8707

 

 

NATURE’S SUNSHINE PRODUCTS, INC.

(Exact name of Registrant as specified in its charter)

 

 

2500 West Executive Parkway, Suite 100

Lehi, Utah 84043

(Address of principal executive offices and zip code)

 

(801) 341-7900

(Registrant’s telephone number including area code)

 

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  x  No  o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  x  No  o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one).

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes  o  No  x.

 

The number of shares of Common Stock, no par value, outstanding on April 30, 2013 was 15,873,768 shares.

 

 

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NATURE’S SUNSHINE PRODUCTS, INC.

FORM 10-Q

 

For the Quarter Ended March 31, 2013

 

Table of Contents

 

Part I. Financial Information
	Item 1.	Financial Statements (Unaudited)	3
		Condensed Consolidated Balance Sheets	3
		Condensed Consolidated Statements of Operations	4
		Condensed Consolidated Statements of Comprehensive Income	4
		Condensed Consolidated Statements of Cash Flows	5
		Notes to Condensed Consolidated Financial Statements	6
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	29
	Item 4.	Controls and Procedures	32
Part II. Other Information
	Item 1.	Legal Proceedings	33
	Item 1A.	Risk Factors	33
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
	Item 3.	Default Upon Senior Securities	33
	Item 4.	Mine Safety Disclosures	33
	Item 5.	Other Information	33
	Item 6.	Exhibits	33

 

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PART I FINANCIAL INFORMATION

 

Item 1.  FINANCIAL STATEMENTS

 

NATURE’S SUNSHINE PRODUCTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

(Unaudited)

 

		March 31, 2013			December 31, 2012
Assets
Current assets:
Cash and cash equivalents		$	83,036		$	79,241
Accounts receivable, net of allowance for doubtful accounts of $636 and $631, respectively		10,014			9,614
Investments available for sale		2,110			2,071
Inventories		41,342			43,280
Deferred income tax assets		5,090			5,307
Prepaid expenses and other		6,470			5,820
Total current assets		148,062			145,333
Property, plant and equipment, net		27,891			27,950
Investment securities		1,235			1,276
Intangible assets, net		965			1,002
Deferred income tax assets		11,542			11,516
Other assets		6,496			6,842
		$	196,191		$	193,919
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable		$	5,144		$	6,226
Accrued volume incentives		20,216			18,130
Accrued liabilities		27,287			27,302
Deferred revenue		3,571			4,311
Current installments of long-term debt		3,362			3,350
Income taxes payable		1,451			2,071
Total current liabilities		61,031			61,390
Liability related to unrecognized tax benefits		10,609			10,571
Long-term debt		1,424			2,270
Deferred compensation payable		1,235			1,276
Other liabilities		3,057			2,776
Total long-term liabilities		16,325			16,893
Commitments and Contingencies
Shareholders’ equity:
Common stock, no par value, 50,000 shares authorized, 15,874 and 15,810 shares issued and outstanding as of March 31, 2013 and December 31, 2012, respectively		79,072			77,292
Retained earnings		52,191			48,910
Accumulated other comprehensive loss		(12,428		)	(10,566		)
Total shareholders’ equity		118,835			115,636
		$	196,191		$	193,919

 

See accompanying notes to condensed consolidated financial statements.

 

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NATURE’S SUNSHINE PRODUCTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except per share information)

(Unaudited)

 

		Three Months Ended March 31,
		2013			2012
Net sales revenue		$	96,479		$	92,868
Cost of sales		(24,445		)	(23,729		)
Gross profit		72,034			69,139
Operating expenses:
Volume incentives		34,975			33,581
Selling, general and administrative		30,117			26,384
		65,092			59,965
Operating income		6,942			9,174
Other income (loss), net		330			(110		)
Income before provision for income taxes		7,272			9,064
Provision for income taxes		2,408			1,836
Net income		$	4,864		$	7,228
Basic and diluted net income per common share
Basic:
Net income		$	0.31		$	0.46
Diluted:
Net income		$	0.30		$	0.46
Weighted average basic common shares outstanding		15,822			15,578
Weighted average diluted common shares outstanding		15,956			15,846
Dividends declared per common share		$	0.10		$	—

 

See accompanying notes to condensed consolidated financial statements.

 

NATURE’S SUNSHINE PRODUCTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in thousands, except per share information)

(Unaudited)

 

		Three Months Ended March 31,
		2013			2012
Net income		$	4,864		$	7,228
Foreign currency translation gain (loss) (net of tax)		(1,886		)	109
Net unrealized gains on investment securities (net of tax)		24			44
Total comprehensive income		$	3,002		$	7,381

 

See accompanying notes to condensed consolidated financial statements.

 

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NATURE’S SUNSHINE PRODUCTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

 

		Three Months Ended March 31,
		2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	4,864		$	7,228
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for doubtful accounts		(25		)	5
Depreciation and amortization		1,088			1,084
Share-based compensation expense		1,148			636
Loss on sale of property and equipment		11			13
Deferred income taxes		235			449
Amortization of bond discount		1			3
Purchase of trading investment securities		(19		)	(19		)
Proceeds from sale of trading investment securities		105			92
Realized and unrealized gains on investments		(21		)	(42		)
Foreign exchange losses		(416		)	553
Changes in assets and liabilities:
Accounts receivable		(555		)	(3,279		)
Inventories		1,716			281
Prepaid expenses and other current assets		(658		)	(884		)
Other assets		83			578
Accounts payable		(943		)	(1,250		)
Accrued volume incentives		2,206			2,038
Accrued liabilities		262			(3,597		)
Deferred revenue		(740		)	933
Income taxes payable		(516		)	(2,988		)
Liability related to unrecognized tax benefits		38			(1,261		)
Deferred compensation payable		(41		)	15
Net cash provided by operating activities		7,823			588
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(1,165		)	(917		)
Proceeds from sale of property, plant and equipment		8			15
Proceeds from sale of investments available for sale		—			3,499
Purchase of investments available for sale		(83		)	(217		)
Net cash provided by (used in) investing activities		(1,240		)	2,380
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of cash dividends		(1,583		)	—
Principal payments of long-term debt		(834		)	(816		)
Proceeds from the exercise of stock options		633			337
Net cash used in financing activities		(1,784		)	(479		)
Effect of exchange rates on cash and cash equivalents		(1,004		)	(116		)
Net increase in cash and cash equivalents		3,795			2,373
Cash and cash equivalents at the beginning of the period		79,241			58,969
Cash and cash equivalents at the end of the period		$	83,036		$	61,342
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes		$	3,282		$	6,327
Cash paid for interest		20			33

 

See accompanying notes to condensed consolidated financial statements.

 

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NATURE’S SUNSHINE PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except per share information)

(Unaudited)

 

(1)                     Basis of Presentation

 

Nature’s Sunshine Products, Inc. together with its subsidiaries (hereinafter referred to collectively as the “Company”) is a natural health and wellness company primarily engaged in the manufacturing and direct selling of nutritional and personal care products. Nature’s Sunshine Products, Inc. is a Utah corporation with its principal place of business in Lehi, Utah. The Company sells its products to a sales force of independent Managers and Distributors who use the products themselves or resell them to other Distributors or consumers. The formulation, manufacturing, packaging, labeling, advertising, distribution and sale of each of the Company’s major product groups are subject to regulation by one or more governmental agencies.

 

The Company markets its products in Australia, Austria, Belarus, Canada, Colombia, Costa Rica, the Czech Republic, Denmark, the Dominican Republic, Ecuador, El Salvador, Finland, Germany, Guatemala, Honduras, Hong Kong, Indonesia, Ireland, Japan, Kazakhstan, Latvia, Lithuania, Malaysia, Mexico, Moldova, Mongolia, the Netherlands, Nicaragua, Norway, Panama, Peru, the Philippines, Poland, Russia, Singapore, South Korea, Spain, Sweden, Taiwan, Thailand, the Ukraine, the United Kingdom, the United States, Venezuela and Vietnam. The Company also exports its products to Argentina, Australia, Chile, Israel, New Zealand and Norway.

 

Principles of Consolidation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries.  All significant intercompany accounts and transactions are eliminated in consolidation. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company’s financial information as of March 31, 2013, and for the three-month periods ended March 31, 2013 and 2012.  The results of operations of any interim period are not necessarily indicative of the results of operations to be expected for the fiscal year ending December 31, 2013.

 

It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

 

Classification of Venezuela as a Highly Inflationary Economy and Devaluation of Its Currency

 

Since January 1, 2010, Venezuela has been designated as a highly inflationary economy. Accordingly, the U.S. dollar became the functional currency for the Company’s subsidiary in Venezuela. All gains and losses resulting from the re-measurement of its financial statements are determined using official rates. On February 11, 2013, the Venezuelan government announced the further devaluation of the bolivar to 6.3 bolivars per U.S. dollar.

 

Currency restrictions enacted by the government of Venezuela require approval from the government’s currency control agency organization in order for the Company’s subsidiary in Venezuela to obtain U.S. dollars at the official exchange rate to pay for imported products or to repatriate dividends back to the Company. Prior to January 1, 2010, the market rate, which is substantially lower than the official rate, was available to obtain U.S. dollars or other currencies without approval of the government’s currency control organization. In 2013, the government of Venezuela enacted a new currency transaction system, the Complementary System for Foreign Currency Administration (“SICAD”), to replace the System for Foreign Currency Denominated Securities (“SITME”) which was enacted in 2010 to end the trading of currency at the market rate.  Under SICAD, which is administered by the Venezuela Central Bank, entities domiciled in Venezuela submit bids to obtain U.S. dollar denominated securities in limited quantities each month through banking institutions approved by the government. Based on the bids received, the Venezuela Central Bank will determine how many U.S dollars will be sold and which companies are authorized to buy. Subsequently, the Venezuela Central Bank will pay the foreign entities directly to limit the amount of U.S. dollars available within Venezuela.

 

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The Company re-measures its results in Venezuela at the SICAD rate, which was approximately 6.3 bolivars per U.S. dollar as of March 31, 2013.

 

During the three months ended March 31, 2013 and 2012, the Company’s Venezuelan subsidiary’s net sales revenue represented approximately 2.2 percent and 1.7 percent of consolidated net sales revenue, respectively.  As of March 31, 2013 and December 31, 2012, the Company’s Venezuelan subsidiary held cash and cash equivalents of $2,145 and $1,748, respectively.  At this time, the Company is not able to reasonably estimate the future state of exchange controls in Venezuela and its availability of U.S. dollars at the official exchange rate or at the SICAD rate.

 

Classification of Belarus as a Highly Inflationary Economy and Devaluation of Its Currency

 

As of June 30, 2012, Belarus was designated as a highly inflationary economy. Historically, the U.S. dollar has been our functional currency for this market. As a result, there were no resulting gains or losses from a re-measurement of the financial statements using official rates of the Company’s Belarusian subsidiary.  However, as a result of the weakening of the Belarusian ruble, the purchasing power of our Distributors in this market has become diminished. During the three months ended March 31, 2013 and 2012, the Company’s Belarusian subsidiary’s net sales revenue represented approximately 2.3 percent and 1.8 percent of consolidated net sales revenue, respectively.

 

(2)                     Inventories

 

The composition of inventories is as follows:

 

		March 31,			December 31,
		2013			2012
Raw materials		$	12,217		$	13,287
Work in progress		775			742
Finished goods		28,350			29,251
Total inventory		$	41,342		$	43,280

 

(3)                     Intangible Assets

 

At March 31, 2013 and December 31, 2012, intangibles for product formulations had a gross carrying amount of $1,763 and $1,763, accumulated amortization of $798 and $761, and a net amount of $965 and $1,002, respectively. The estimated useful lives of the product formulations range from 9 to 15 years.

 

Amortization expense for intangible assets for the three months ended March 31, 2013 and 2012 was $37 and $37, respectively. Estimated amortization expense for each of the three succeeding fiscal years thereafter is $149 followed by two fiscal years with estimated amortization expense of $91.

 

(4)                     Investments

 

The amortized cost and estimated fair values of available-for-sale securities by balance sheet classification are as follows:

 

As of March 31, 2013		Amortized Cost			Gross Unrealized Gains			Gross Unrealized Losses			Fair Value
Municipal obligations		$	606		$	26		$	—		$	632
U.S. government securities funds		995			—			(8		)	987
Equity securities		227			267			(3		)	491
Total short-term investment securities		$	1,828		$	293		$	(11	)	$	2,110

 

As of December 31, 2012		Amortized Cost			Gross Unrealized Gains			Gross Unrealized Losses			Fair Value
Municipal obligations		$	608		$	30		$	—		$	638
U.S. government securities funds		995			—			(9		)	986
Equity securities		227			228			(8		)	447
Total short-term investment securities		$	1,830		$	258		$	(17	)	$	2,071

 

The municipal obligations held at a fair value of $632 at March 31, 2013 all mature in less than two years.

 

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During the three-month period ended March 31, 2013 and 2012, the proceeds from the sales of available-for-sale securities were $0 and $3,499, respectively. There were no gross realized gains (losses) on sales of available-for-sale securities (net of tax) for the three-month periods ended March 31, 2013 and 2012, respectively.

 

The Company’s trading securities portfolio totaled $1,235 at March 31, 2013 and $1,276 at December 31, 2012, and generated gains of $45 and $86 for the three months ended March 31, 2013 and 2012.

 

As of March 31, 2013 and December 31, 2012, the Company had unrealized losses of $8 and $9, respectively, in its U.S. government securities funds. These losses are due to the interest rate sensitivity of the municipal obligations and the performance of the overall stock market for the equity securities.

 

(5)                     Long-Term Debt

 

On August 9, 2011, the Company entered into a Revolving Credit agreement with Wells Fargo Bank, N.A. that permits the Company to borrow up to $15,000 through August 9, 2014, bearing interest at LIBOR plus 1.25 percent. The Company must pay an annual commitment fee of 0.25 percent on the unused portion of the commitment. At March 31, 2013, the Company had $15,000 available under this facility.

 

A term loan of $10,000 was obtained in conjunction with the Revolving Credit agreement with Wells Fargo Bank, N.A. and has a maturity date of August 9, 2014 and a variable interest rate of LIBOR plus 1.25 percent (1.50 percent as of March 31, 2013 and December 31, 2012). The term loan is collateralized by the Company’s manufacturing facility in Spanish Fork, Utah.

 

Long-term debt consists of the following:

 

		March 31,			December 31,
		2013			2012
Term loan in monthly installments of approximately $284, including interest, secured by real estate		$	4,786		$	5,620
Less current installments		(3,362		)	(3,350		)
Long-term debt less current installments		$	1,424		$	2,270

 

The various debt agreements contain restrictions on liquidity, leveraging, minimum net income and consecutive quarterly net losses. In addition, the agreements restrict capital expenditures, lease expenditures, other indebtedness, liens on assets, guaranties, loans and advances, and the merger, consolidation and the transfer of assets except in the ordinary course of business.  The Company is in compliance with these debt covenants as of March 31, 2013.

 

(6)                     Net Income Per Share

 

Basic net income per common share (“Basic EPS”) is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per common share (“Diluted EPS”) reflects the potential dilution that could occur if stock options or other contracts to issue common stock were exercised or converted into common stock. The computation of Diluted EPS does not assume exercise or conversion of securities that would have an anti-dilutive effect on net loss per common share.

 

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The following is a reconciliation of the numerator and denominator of Basic EPS to the numerator and denominator of Diluted EPS for the three months ended March 31, 2013 and 2012:

 

		Three Months Ended March 31,
		2013			2012
Net income		$	4,864		$	7,228
Basic weighted average shares outstanding		15,822			15,578
Basic net income per common share		$	0.31		$	0.46
Diluted shares outstanding
Basic weighted average shares outstanding		15,822			15,578
Stock options		134			268
Diluted weighted average shares outstanding		15,956			15,846
Diluted net income per common share		$	0.30		$	0.46
Potentially dilutive shares excluded from diluted per share amounts:
Stock options		45			251
Potentially anti-dilutive shares excluded from diluted per share amounts:
Stock options		1,124			135

 

Potentially dilutive shares excluded from diluted-per-share amounts include performance-based options to purchase shares of common stock for which certain earnings metrics have not been achieved. Potentially anti-dilutive shares excluded from diluted-per-share amounts include both non-qualified stock options and unearned performance-based options to purchase shares of common stock with exercise prices greater than the weighted-average share price during the period and shares that would be anti-dilutive to the computation of diluted net income (loss) per share for the three months ended March 31, 2013 and 2012.

 

(7)                     Share-Based Compensation

 

Stock option activity for the three months ended March 31, 2013 is as follows:

 

		Number of Shares		Weighted Average Exercise Price Per Share
Options outstanding at December 31, 2012		1,784		$	11.81
Granted		548		15.01
Expired		(25	)	14.52
Exercised		(64	)	9.94
Options outstanding at March 31, 2013		2,243		12.61

 

The Company’s outstanding stock options include time-based stock options which vest over differing periods ranging from the date of issuance up to 48 months from the option grant date, performance-based stock options which vest upon achieving operating income margins of six, eight and ten percent as reported in four of five consecutive quarters over the term of the options, performance-based stock options which vest upon achieving cumulative annual net sales revenue growth targets over a rolling two-year period subject to the Company maintaining at least an eight percent operating income margin during the applicable period, and performance-based stock options which vest upon achieving annual net sales targets over a rolling one-year period.

 

During the three-month period ended March 31, 2013, the Company granted options to purchase 548 shares of common stock under the 2012 Incentive Plan to the Company’s executive officers and other employees, which are composed of both time-based stock options and net sales revenue performance-based stock options. These options were issued with a weighted-average exercise price of $15.01 per share and a weighted-average grant date fair value of $6.17 per share. All of the options issued have an option termination date of ten years from the option grant date.

 

The fair value of each option grant was estimated on the date of the grant using the Black-Scholes option-pricing model with the following weighted-average assumptions for the three-month period ended March 31, 2013:

 

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		2013
Expected life (in years)		5.0 to 6.0
Risk-free interest rate		0.8
Expected volatility		56.1 to 58.1
Dividend yield		2.6

 

Expected option lives and volatilities are based on historical data of the Company. The risk free interest rate is calculated as the average U.S. Treasury bill rate that corresponds with the option life.  The dividend yield is based on the Company’s historical and expected amount of dividend payouts, at the time of grant.

 

Share-based compensation expense from time-based stock options for the three-month period ended March 31, 2013 and 2012 was approximately $1,074 and $313, respectively; the related tax benefit was approximately $424 and $125, respectively. As of March 31, 2013 and December 31, 2012, the unrecognized share-based compensation expense related to the grants described above was $4,379 and $2,715, respectively. As of March 31, 2013, the remaining compensation cost is expected to be recognized over the weighted-average period of approximately 2.2 years.

 

The Company recorded shared-based compensation expense of $0 and $323 and a related tax benefit of approximately $0 and $128 for the three months ended March 31, 2013 and 2012, respectively, for the performance-based stock options. As of December 31, 2012, there is no remaining compensation expense to be recognized for the operating income performance-based stock options.

 

The Company has not recognized any share-based compensation expense related to the net sales revenue performance-based stock options for the quarter ended March 31, 2013.  Should the Company attain all of the net sales revenue metrics related to the net sales revenue performance-based stock option grants, the Company would recognize up to $1,100 of potential share-based compensation expense.

 

At March 31, 2013, the aggregate intrinsic value of outstanding stock options to purchase 2,243 shares of common stock, exercisable stock options to purchase 1,061 shares of common stock and stock options to purchase 962 shares of common stock that are expected to vest was $6,013, $5,451 and $534, respectively. At December 31, 2012, the aggregate intrinsic value of outstanding options to purchase 1,784 shares of common stock, the exercisable options to purchase 1,011 shares of common stock, and options to purchase 644 shares of common stock expected to vest was $5,315, $5,016 and $281, respectively.

 

Restricted stock unit activity for the period ended March 31, 2013 is as follows:

 

		Number of Shares		Weighted Average Grant Date Fair Value
Units outstanding at December 31, 2012		18		$	12.07
Granted		—		—
Issued		—		—
Forfeited		—		—
Units outstanding at March 31, 2013		18		12.07

 

RSUs are valued at the market value on the date of grant.  Due to post-vesting restrictions, a Finnerty Model was utilized to calculate a valuation discount from the market value of common shares reflecting the restriction embedded in the RSUs preventing the sale of the underlying shares over a certain period of time. The Finnerty Model proposes to estimate a discount for lack of marketability such as transfer restrictions by using an option pricing theory. This model has gained recognition through its ability to address the magnitude of the discount by considering the volatility of a company’s stock price and the length of restriction. The concept underpinning the Finnerty Model is that restricted stock cannot be sold over a certain period of time.

 

Share-based compensation expense from RSUs for the period ended March 31, 2013 was approximately $74 and the related tax benefit was approximately $29. As of March 31, 2013 and December 31, 2012, the unrecognized share-based compensation expense related to the grants described above was $25 and $99, respectively. As of March 31, 2013, the remaining compensation expense is expected to be recognized over the weighted average period of approximately 0.2 years.

 

(8)                     Segment Information

 

The Company has three business segments. These business segments are components of the Company for which separate information is available that is evaluated regularly by the chief executive officer in deciding how to allocate resources and in assessing relative performance.

 

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The Company has two business segments that operate under the Nature’s Sunshine Products brand and are divided based on the characteristics of their Distributor base, similarities in compensation plans, as well as the internal organization of NSP’s officers and their responsibilities (NSP Americas, Asia Pacific and Europe; and NSP Russia, Central and Eastern Europe). The Company’s third business segment operates under the Synergy WorldWide brand, which distributes its products through different marketing and Distributor compensation plans and products with formulations that are sufficiently different from those of NSP Americas, Asia Pacific and Europe; and NSP Russia, Central and Eastern Europe to warrant accounting for these operations as a separate business segment. Net sales revenues for each segment have been reduced by intercompany sales as they are not included in the measure of segment profit or loss reviewed by the chief executive officer. The Company evaluates performance based on contribution margin (loss) by segment before consideration of certain inter-segment transfers and expenses.

 

During 2012, the Company engaged in a reorganization process in which the business segments, the roles of upper management responsible for operating the business segments, and the information provided to the chief executive officer were reevaluated.  As a result of the reorganization process, the two historical NSP segments (NSP United States and NSP International), which were separated based on their geographical operations, were divided into two new segments (NSP Americas, Asia Pacific and Europe; and NSP Russia, Central and Eastern Europe) based on the nature of their business activities, and the information presented to the chief executive officer. NSP Americas, Asia Pacific and Europe distributes products through a mixture of retailing, practitioners and direct selling while NSP Russia, Central and Eastern Europe is more oriented to a network marketing approach. The new NSP segments conform to a revised internal management structure, and report their operating results separately to the chief executive officer. There was no change to the Synergy WorldWide segment.  The presentation of the comparative information has been revised to conform to the new presentation.

 

Reportable business segment information is as follows:

 

		Three Months Ended March 31,
		2013			2012
Net sales revenue:
NSP Americas, Asia Pacific and Europe		$	53,137		$	53,935
NSP Russia, Central and Eastern Europe		16,140			15,590
Synergy WorldWide		27,202			23,343
Total net sales revenue		96,479			92,868
Contribution margin (1):
NSP Americas, Asia Pacific and Europe		21,956			21,340
NSP Russia, Central and Eastern Europe		5,983			6,006
Synergy WorldWide		9,120			8,212
Total contribution margin		37,059			35,558
Selling, general and administrative		30,117			26,384
Operating income		6,942			9,174
Other income (expense), net		330			(110		)
Income before provision for income taxes		$	7,272		$	9,064

 

(1)              Contribution margin consists of net sales revenue less cost of sales and volume incentives expense.

 

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From an individual country perspective, only the United States comprises 10 percent or more of consolidated net sales revenue for the three-month periods ended March 31, 2013 and 2012 as follows:

 

		Three Months Ended March 31,
		2013			2012
Net sales revenue:
United States		$	39,148		$	39,737
Other		57,331			53,131
		$	96,479		$	92,868

 

Revenue generated by each of the Company’s product lines is set forth below:

 

		Three Months Ended March 31,
		2013			2012
NSP Americas, Asia Pacific and Europe:
Herbal Products		$	30,376		$	30,644
Vitamins and Mineral and Other Nutritional Supplements		20,484			20,462
Personal Care Products		1,254			1,722
Other Products		1,023			1,107
		53,137			53,935
NSP Russia, Eastern and Central Europe:
Herbal Products		$	7,172		$	6,780
Vitamins and Mineral and Other Nutritional Supplements		7,482			6,968
Personal Care Products		1,429			1,793
Other Products		57			49
		16,140			15,590
Synergy WorldWide:
Herbal Products		$	11,939		$	8,447
Vitamins and Mineral and Other Nutritional Supplements		13,332			13,037
Personal Care Products		1,570			1,438
Other Products		361			421
		27,202			23,343
		$	96,479		$	92,868

 

From an individual country perspective, only the United States and Venezuela comprise 10 percent or more of consolidated property, plant and equipment as follows:

 

		March 31, 2013			December 31, 2012
Property, plant and equipment:
United States		$	21,081		$	20,923
Venezuela		3,516			3,535
Other		3,294			3,492
Total property, plant and equipment		$	27,891		$	27,950

 

(9)                     Income Taxes

 

Interim income taxes are based on an estimated annualized effective tax rate applied to the respective quarterly periods, adjusted for discrete tax items in the period in which they occur. For the three months ended March 31, 2013 and 2012, the Company’s provision for income taxes, as a percentage of income before income taxes was 33.1 percent and 20.3 percent, respectively, compared with a U.S. federal statutory rate of 35.0 percent.

 

The difference between the effective tax rate and the U.S. federal statutory tax rate for the three months ended March 31, 2013 was primarily attributed to net favorable foreign items related to foreign tax rate differences, the impact of unremitted earnings, and adjustments to foreign valuation allowances (-9.7 percent), offset, in part, by an increase in tax liabilities associated with uncertain tax positions (7.7 percent).

 

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The difference between the effective tax rate and the U.S. federal statutory tax rate for the three months ended March 31, 2012 was primarily attributed to foreign deductible items, including a favorable inflation adjustment (-4.4 percent), and a decrease in tax liabilities associated with uncertain tax positions due to the expiration of the statute of limitations on certain liabilities in various foreign jurisdictions (-9.5 percent), in addition to a valuation allowance release related to the utilization of foreign tax credits (-4.7 percent).

 

Changes to the effective rate due to dividends received from foreign subsidiaries, impact of foreign tax credits and the unremitted earnings calculation are expected to be recurring; however, depending on various factors, the changes may be favorable or unfavorable in a particular period. The Company’s aggregate consolidated effective tax rate will typically reflect differences between the lower statutory rates in foreign markets compared to the U.S. statutory rate of 35 percent. Given the large number of jurisdictions in which the Company does business and the number of factors that can impact effective tax rates in any given year, the consolidated effective rate is likely to reflect relatively significant fluctuations from year-to-year.

 

The Company’s U.S. federal income tax returns for 2009 through 2011 are open to examination for federal tax purposes. The Company has several foreign tax jurisdictions that have open tax years from 2006 through 2012. The Internal Revenue Service (“IRS”) is currently conducting an audit of the Company’s U.S. federal income tax returns for the 2009 through 2011 tax years.

 

As of March 31, 2013, the Company had accrued $10,609 of liabilities related to unrecognized tax benefits compared with $10,571 as of December 31, 2012. This net increase was primarily attributed to the increase in transfer pricing contingencies, including anticipated increases in penalties and interest.

 

Although the Company believes its estimates related to its unrecognized tax benefits are reasonable, the Company can provide no assurances that the final tax outcome of these matters will not be different from that which it has reflected in its historical income tax provisions and accruals.  Any differences in the final tax outcome of these matters could have a material impact on the Company’s income tax provision and operating results in the periods in which the Company makes such determination.

 

(10)              Commitments and Contingencies

 

Legal Proceedings

 

The Company is party to various legal proceedings, including those noted below. Management cannot predict the ultimate outcome of these proceedings, individually or in the aggregate, or their resulting effect on the Company’s business, financial position, results of operations or cash flows as litigation and related matters are subject to inherent uncertainties, and unfavorable rulings could occur. Therefore, no provision for losses has been provided. The Company believes future payments related to these matters could range from $0 to approximately $1,000. Were an unfavorable outcome to occur, there exists the possibility of a material adverse impact on the business, financial position, results of operations, or cash flows for the period in which the ruling occurs and/or future periods. The Company maintains general liability and excess liability insurance coverage. The Company also maintains product liability insurance through a wholly owned captive insurance company. However, no assurances can be given that such insurance will continue to be available at an acceptable cost to the Company, that such coverage will be sufficient to cover one or more large claims, or that the insurers will not successfully disclaim coverage as to a pending or future claim.

 

Non-Income Tax Contingencies

 

The Company has reserved for certain state sales and use tax and foreign non-income tax contingencies based on the likelihood of an obligation in accordance with accounting guidance for probable loss contingencies. Loss contingency provisions are recorded for probable losses at management’s best estimate of a loss, or when a best estimate cannot be made, a minimum loss contingency amount is recorded. The Company provides provisions for potential payments of tax to various tax authorities for contingencies related to non-income tax matters, including value added taxes and sales tax. The Company provides provisions for U.S. state sales taxes in each of the states where the Company has nexus. As of March 31, 2013 and December 31, 2012, accrued liabilities include $6,301 and $6,207, respectively, related to non-income tax contingencies. While management believes that the assumptions and estimates used to determine this liability are reasonable, the ultimate outcome of those matters cannot presently be determined. The Company is not able at this time to predict the ultimate outcomes of those matters or to estimate the effect the ultimate outcomes, if greater than the amounts accrued, would have on the financial condition, results of operations or cash flows of the Company.

 

Government Regulations

 

The Company is subject to governmental regulations pertaining to product formulation, labeling and packaging, product claims and advertising, and to the Company’s direct selling system. The Company is also subject to the jurisdiction of numerous foreign tax and customs authorities. Any assertions or determinations that either the Company or the Company’s Distributors are not in compliance with existing statutes, laws, rules or regulations could potentially have a material adverse effect on the Company’s

 

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operations. In addition, in any country or jurisdiction, the adoption of new statutes, laws, rules or regulations, or changes in the interpretation of existing statutes, laws, rules or regulations could have a material adverse effect on the Company and its operations. Although management believes that the Company is in compliance, in all material respects, with the statutes, laws, rules and regulations of every jurisdiction in which it operates, no assurance can be given that the Company’s compliance with applicable statutes, laws, rules and regulations will not be challenged by foreign authorities or that such challenges will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.

 

(11)              Fair Value Measurements

 

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values of each financial instrument. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories:

 

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

 

The following table presents the Company’s hierarchy for its assets measured at fair value on a recurring basis as of March 31, 2013:

 

		Level 1			Level 2			Level 3
		Quoted Prices in Active Markets for Identical Assets			Significant Other Observable Inputs			Significant Unobservable Inputs			Total
Investments available-for-sale
Municipal obligations		$	—		$	632		$	—		$	632
U.S. government security funds		987			—			—			987
Equity securities		491			—			—			491
Investment securities		1,235			—			—			1,235
Total assets measured at fair value on a recurring basis		$	2,713		$	632		$	—		$	3,345

 

The following table presents the Company’s hierarchy for its assets measured at fair value on a recurring basis as of December 31, 2012:

 

		Level 1			Level 2			Level 3
		Quoted Prices in Active Markets for Identical Assets			Significant Other Observable Inputs			Significant Unobservable Inputs			Total
Investments available-for-sale
Municipal obligations		$	—		$	638		$	—		$	638
U.S. government security funds		986			—			—			986
Equity securities		447			—			—			447
Investment securities		1,276			—			—			1,276
Total assets measured at fair value on a recurring basis		$	2,709		$	638		$	—		$	3,347

 

Investments available-for-sale — The majority of the Company’s investment portfolio consist of various securities such as state and municipal obligations, U.S. government security funds, short-term deposits and various equity securities.  The Level 1 securities are valued using quoted prices for identical assets in active markets including equity securities and U.S. government treasuries.  The Level 2 securities include investments in state and municipal obligations whereby all significant inputs are observable or can be derived from or corroborated by observable market data for substantially the full term of the asset.

 

Investment securities — The majority of the Company’s trading portfolio consists of various marketable securities that are using quoted prices in active markets.

 

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For the three months ended March 31, 2013 and for the year ended December 31, 2012, there were no fair value measurements using the significant unobservable inputs (Level 3).

 

The carrying amounts reflected on the consolidated balance sheet for cash and cash equivalents, accounts receivable, and accounts payable approximate fair value due to their short-term nature. The carrying amount reflected in the consolidated balance sheet for long-term debt approximates fair value due to the interest rate on the debt being variable based on current market rates. During the three months ended March 31, 2013 and 2012, the Company did not have any write-offs related to the re-measurement of non-financial assets at fair value on a nonrecurring basis subsequent to their initial recognition.

 

Item 2.                            MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following Management’s Discussion and Analysis should be read in conjunction with the unaudited consolidated financial statements and notes thereto included in this report, as well as the consolidated financial statements, the notes thereto, and management’s discussion and analysis included in our Annual Report on Form 10-K for the year ended December 31, 2012, and our Reports on Form 8-K filed since the date of such Form 10-K.

 

Throughout this report, we refer to Nature’s Sunshine Products, Inc., together with its subsidiaries, as “we,” “us,” “our,” “Company” or “the Company.”

 

OVERVIEW

 

Nature’s Sunshine Products, Inc., together with its subsidiaries, is a natural health and wellness company primarily engaged in the manufacturing and direct selling of nutritional and personal care products. The Company is a Utah corporation with its principal place of business in Lehi, Utah, and sells its products to a sales force of independent Managers and Distributors who use the products themselves or resell them to other Distributors or customers. The formulation, manufacturing, packaging, labeling, advertising, distribution and sale of each of our major product groups are subject to regulation by one or more governmental agencies.

 

The Company has three business segments that are divided based on the different characteristics of their Distributor bases, marketing and Distributor compensation plans and product formulations, as well as the internal organization of our officers and their responsibilities and business operations.  Two business segments operate under the Nature’s Sunshine Products brand (NSP Americas, Asia Pacific and Europe and NSP Russia, Central and Eastern Europe), and one operates under the Synergy WorldWide brand.

 

We market our products in Australia, Austria, Belarus, Canada, Colombia, Costa Rica, the Czech Republic, Denmark, the Dominican Republic, Ecuador, El Salvador, Finland, Germany, Guatemala, Honduras, Hong Kong, Indonesia, Ireland, Japan, Kazakhstan, Latvia, Lithuania, Malaysia, Mexico, Moldova, Mongolia, the Netherlands, Nicaragua, Norway, Panama, Peru, the Philippines, Poland, Russia, Singapore, South Korea, Spain, Sweden, Taiwan, Thailand, the Ukraine, the United Kingdom, the United States, Venezuela and Vietnam. We export our products to Argentina, Australia, Chile, Israel, New Zealand and Norway.

 

During the first quarter of 2013, we experienced an increase in our consolidated net sales of 3.9 percent compared to the first quarter of 2012 (or 4.2 percent in local currencies). Synergy WorldWide net sales increased approximately 16.5 percent compared to the same period in 2012 (or 16.7 percent in local currencies). NSP Americas, Asia Pacific and Europe net sales decreased approximately 1.5 percent compared to the same period in 2012 (or 1.0 percent in local currencies). NSP Russia, Central and Eastern Europe net sales increased approximately 3.5 percent compared to the same period in 2012. Our most significant sales revenue growth was from our Synergy businesses in Europe and Korea. Gains in these markets were partially offset by decreases in other markets, principally NSP Canada, NSP Japan, NSP Peru and Synergy North America.

 

Over the same period, selling, general and administrative expense as a percentage of net sales revenue for the quarter increased from 28.4 percent in the prior year to 31.2 percent in the current year as a result of increased U.S. compensation costs and severance costs associated to the resignation of our previous CEO.

 

We distribute our products to consumers through an independent sales force comprised of independent Managers and Distributors, some of whom also consume products. Typically a person who joins our independent sales force begins as a Distributor. A Distributor may earn Manager status by committing more time and effort to selling our products, recruiting productive Distributors and attaining certain product sales levels. On a worldwide basis, active Managers were approximately

 

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18,200 and 19,000 at March 31, 2013 and 2012, respectively, and active Distributors and customers worldwide were approximately 341,200 and 349,100 at March 31, 2013 and 2012, respectively.

 

Net sales revenue represents net sales including shipping and handling revenues offset by volume rebates given to Managers, Distributors and customers. Volume rebates as a percentage of retail sales may vary by country depending upon regulatory restrictions that limit or otherwise restrict rebates. We also offer reduced volume rebates with respect to certain products and promotions worldwide.

 

Our international operations have provided and are expected to continue to provide a significant portion of our total net sales. As a result, total net sales will continue to be affected by fluctuations in the U.S. dollar against foreign currencies. In order to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency fluctuations, in addition to comparing the percent change in net sales from one period to another in U.S. dollars, we also compare the percentage change in net sales from one period to another period by excluding the effects of foreign currency exchange as shown below. Net sales excluding the impact of foreign exchange fluctuations is not a U.S. GAAP financial measure. Net sales in local currency removes from net sales in U.S. dollars the impact of changes in exchange rates between the U.S. dollar and the functional currencies of our foreign subsidiaries, by translating the current period net sales into U.S. dollars using the same foreign currency exchange rates that were used to translate the net sales for the previous comparable period. We believe presenting the impact of foreign currency fluctuations is useful to investors because it allows a more meaningful comparison of net sales of our foreign operations from period to period. However, net sales excluding the impact of foreign currency fluctuations should not be considered in isolation or as an alternative to net sales in U.S. dollar measures that reflect current period exchange rates, or to other financial measures calculated and presented in accordance with U.S. GAAP.

 

Our gross profit consists of net sales less cost of sales, which represents our manufacturing costs, the price we pay to our raw material suppliers and manufacturers of our products, and duties and tariffs, as well as shipping and handling costs related to product shipments.

 

Volume incentives are a significant part of our direct sales marketing program, and represent commission payments made to our independent Managers and Distributors. These payments are designed to provide incentives for reaching higher sales levels and for recruiting additional Distributors.  Volume incentives vary slightly, on a percentage basis, by product due to our pricing policies and commission plans in place in our various operations.

 

Selling, general and administrative expenses represent our operating expenses, components of which include labor and benefits, sales events, professional fees, travel and entertainment, Distributor marketing, occupancy costs, communication costs, bank fees, depreciation and amortization, and other miscellaneous operating expenses.

 

Most of our sales to Distributors outside the United States are made in the respective local currencies. In preparing our financial statements, we translate revenues into U.S. dollars using average exchange rates. Additionally, the majority of our purchases from our suppliers generally are made in U.S. dollars. Consequently, a strengthening of the U.S. dollar versus a foreign currency can have a negative impact on our reported sales and contribution margins and can generate transaction losses on intercompany transactions. Throughout the last five years, foreign currency exchange rates have fluctuated significantly. See Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

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RESULTS OF OPERATIONS

 

The following table summarizes our unaudited consolidated operating results in U.S. dollars and as a percentage of net sales revenue for the three months ended March 31, 2013 and 2012 (dollar amounts in thousands).

 

		2013					2012					Change
		Total			Percent of		Total			Percent of		Total
		dollars			net sales		dollars			net sales		dollars			Percentage
Net sales revenue		$	96,479		100.0	%	$	92,868		100.0	%	$	3,611		3.9	%
Cost of sales		(24,445		)	(25.3	)	(23,729		)	(25.6	)	(716		)	(3.0	)
		72,034			74.7		69,139			74.4		2,895			4.2
Volume incentives		34,975			36.3		33,581			36.1		1,394			4.2
SG&A expenses		30,117			31.2		26,384			28.4		3,733			14.1
Operating income		6,942			7.2		9,174			9.9		(2,232		)	(24.3	)
Other income (loss), net		330			0.3		(110		)	(0.1	)	440			400.0
Income before provision for income taxes		7,272			7.5		9,064			9.8		(1,792		)	(19.8	)
Provision for income taxes		2,408			2.5		1,836			2.0		572			31.2
Net income		$	4,864		5.0	%	$	7,228		7.8	%	$	(2,364	)	(32.7	)%

 

Net Sales Revenue

 

The following table summarizes the changes in our net sales revenue by operating segment for the three months ended March 31, 2013 and 2012.

 

		Net Sales Revenue by Operating Segment
		2013			2012			Percent Change		Impact of Currency Exchange			Percent Change Excluding Impact of Currency
NSP Americas, Asia Pacific and Europe:
NSP North America		$	39,504		$	39,466		0.1	%	$	(21	)	0.1	%
NSP Latin America		11,890			11,860			0.3		(103		)	1.1
NSP Asia Pacific and Europe		1,743			2,609			(33.2	)	(151		)	(27.4	)
		53,137			53,935			(1.5	)	(275		)	(1.0	)
NSP Russia, Central and Eastern Europe		$	16,140		$	15,590		3.5	%	$	4		3.5	%
Synergy WorldWide:
Synergy North America		$	4,190		$	4,902		(14.5	)%	$	—		(14.5	)%
Synergy Asia Pacific		14,143			11,400			24.1		(108		)	25.0
Synergy Europe		8,869			7,041			26.0		70			25.0
		27,202			23,343			16.5		(38		)	16.7
		$	96,479		$	92,868		3.9	%	$	(309	)	4.2	%

 

Consolidated net sales revenue for the three months ended March 31, 2013 was $96.5 million compared to $92.9 million for the same period in 2012, an increase of approximately 3.9 percent. We experienced a $0.3 million unfavorable impact in foreign currency exchange rate fluctuations in 2013, and our consolidated net sales revenue would have increased by 4.2 percent from 2012 excluding the negative impact. The increase in net sales revenue for the three months ended March 31, 2013 compared to the same period in 2012 is primarily due to an increase of net sales in our NSP Russia, Central and Eastern Europe and Synergy WorldWide segments and was partially offset by a decline of net sales in our NSP Americas, Asia Pacific and Europe segment.

 

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