-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VGSR9+vMlzDkgd+8CDpuQ3+FoxWCRro0WQIZCyLgu8wBzwbjusczcDA3hziQVb2I oR0778peU/dhimULx1ix8g== 0001102624-07-000197.txt : 20070802 0001102624-07-000197.hdr.sgml : 20070802 20070801200639 ACCESSION NUMBER: 0001102624-07-000197 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070801 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070802 DATE AS OF CHANGE: 20070801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATURAL HEALTH TRENDS CORP CENTRAL INDEX KEY: 0000912061 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISCELLANEOUS NONDURABLE GOODS [5190] IRS NUMBER: 592705336 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26272 FILM NUMBER: 071017641 BUSINESS ADDRESS: STREET 1: 2050 DIPLOMAT DRIVE STREET 2: -- CITY: DALLAS STATE: TX ZIP: 75234 BUSINESS PHONE: 972-241-4080 MAIL ADDRESS: STREET 1: 2050 DIPLOMAT DRIVE STREET 2: -- CITY: DALLAS STATE: TX ZIP: 75234 8-K 1 naturalhealthtrends8k.htm NATURAL HEALTH TRENDS 8-K


UNITED STATES
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: August 01, 2007
(Date of earliest event reported)

Natural Health Trends Corp.
(Exact name of registrant as specified in its charter)

TX
(State or other jurisdiction
of incorporation)
0-26272
(Commission File Number)
59-2705336
(IRS Employer
Identification Number)

2050 Diplomat Drive
(Address of principal executive offices)
  75234
(Zip Code)

(972) 241-4080
(Registrant's telephone number, including area code)

Not Applicable
(Former Name or Former Address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

On August 1, 2007, Natural Health Trends Corp. issued an earnings release announcing its results for the quarter ended June 30, 2007. The press release is attached hereto as exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(a) Financial statements:
            None
(b) Pro forma financial information:
            None
(c) Shell company transactions:
            None
(d) Exhibits
            99.1       Press Release of Natural Health Trends Corp. dated August 01, 2007


SIGNATURE

      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: August 01, 2007
NATURAL HEALTH TRENDS CORP.

By:  /s/ Chris Sharng                    
     Chris Sharng
     President


Exhibit Index
Exhibit No. Description
99.1 Press Release of Natural Health Trends Corp. dated August 01, 2007
EX-99 2 naturalhealthtrends.htm NATURAL HEALTH TRENDS PRESS RELEASE

Natural Health Trends Corp. Announces Second Quarter and Six Months 2007 Results

DALLAS, TX -- 08/01/2007 -- Natural Health Trends Corp. (NASDAQ: BHIP) today announced its financial results for the quarter ended June 30, 2007.

Sales in the second quarter of 2007 were $25.2 million, compared to $36.3 million and $21.5 million for the second quarter a year ago and the first quarter of 2007, respectively. Changes in the Hong Kong-based sales accounted for most of the decrease year-on-year and the increase over the preceding quarter.

As of June 30, 2007, the Company had 75,000 active distributors, compared to 114,000 and 82,000 active distributors at the end of the second quarter of 2006 and at the end of the first quarter of 2007, respectively. The Company considers a distributor "active" if they have placed at least one product order during the preceding year.

For the second quarter of 2007, the Company incurred a net loss of $1.5 million, compared to a net loss of $2.8 million a year ago in the comparable quarter, and a net loss of $5.0 million in the prior quarter. Loss applicable to common stockholders for the second quarter of 2007 was $0.37 per share, compared to a loss of $0.34 per share a year ago in the comparable quarter, and a loss of $0.61 per share in the prior quarter. For the second quarter of 2007, loss applicable to common stockholders included an aggregate deduction of $1.6 million for the beneficial conversion feature and accumulated dividends on the Series A preferred stock issued May 4, 2007.

As of June 30, 2007, the Company's cash and cash equivalents totaled $11.6 million, including $2.0 million in China that may not be freely transferable to other countries because the Company's Chinese subsidiary is subject to a business license capitalization requirement.

Chris Sharng, the Company's President, said, "The Chinese regulatory environment continues to be challenging. Though we think more public relations investment should help cultivate a more positive atmosphere for us, our short-term sales prospect is difficult to forecast. On the other hand, a lot of progress was made over areas we have more control. Our management team implemented a commission enhancement program that is expected to start decreasing distributor commissions as a percentage of sales in the 3rd quarter, while enabling up-and-coming members to start earning commission checks much faster. Also in the quarter, we completed the bulk of our SG&A reduction programs, significantly lowering our overhead in Japan and Mexico. In May, we revitalized our product development programs by launching two new products called 'Ge-Gen™ Fit Factor™' and 'Ge-Gen™ The Orange Pill™' through a brand new global retail platform where independent distributors can customize their product packages as they so desire. All in all, we were able to achieve some accomplishments and we also acknowledge that much more needs to be done."

The Company will host a conference call at 11:30 a.m. EDT, August 2, 2007. Those who wish to participate in the conference call may telephone (800) 430-2053, or (973) 935-8769 for international callers, pass code 9080978, 15 minutes before 11:30 a.m. EDT. If you cannot participate in the call, but wish to hear it, you may login to Natural Health Trends Corp.'s homepage at www.naturalhealthtrendscorp.com and click on the conference call 1 1/2 hours after the completion of the call.

About Natural Health Trends Corp.

Natural Health Trends Corp. is an international direct-selling and e-commerce company operating through its subsidiaries in 15 countries throughout Asia, North America, Europe and Latin America. The Company markets premium quality personal care products under the NHT Global brand. Additional information can be found on the Company's website, and management encourages interested parties to register for updated corporate information via email on the Company's home page, www.naturalhealthtrendscorp.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 -- Forward-looking statements in this release do not constitute guarantees of future performance. Such forward-looking statements are subject to risks and uncertainties that could cause our actual results to differ materially from those anticipated. Such risks and uncertainties include the risks and uncertainties detailed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006 filed with the Securities and Exchange Commission. We assume no obligation to update any forward-looking information contained in this press release or with respect to the announcements described herein.

                     NATURAL HEALTH TRENDS CORP.

                    CONSOLIDATED BALANCE SHEETS
                   (In Thousands, Except Share Data)


                                                December 31,     June 30,
                                                    2006           2007
                                                -------------  -----------
                                                               (Unaudited)
                        ASSETS
Current assets:
   Cash and cash equivalents                    $      11,936  $    11,558
   Restricted cash                                        455          438
   Certificates of deposit                              1,277          540
   Accounts receivable                                    462          828
   Inventories, net                                     5,857        4,219
   Other current assets                                 2,639        1,934
                                                -------------  -----------
Total current assets                                   22,626       19,517
Property and equipment, net                             2,944        1,956
Goodwill                                               14,145       14,145
Intangible assets, net                                  3,400        3,000
Restricted cash                                         4,142        4,896
Deferred tax assets                                       208          211
Other assets                                            1,120          883
                                                -------------  -----------
Total assets                                    $      48,585  $    44,608
                                                =============  ===========

         LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
   Accounts payable                             $       3,424  $     2,658
   Income taxes payable                                   281          501
   Accrued distributor commissions                      3,852        3,776
   Other accrued expenses                               5,255        5,737
   Deferred revenue                                     5,641        4,883
   Other current liabilities                            3,135        3,161
                                                -------------  -----------
Total current liabilities                              21,588       20,716
Commitments and contingencies
Minority interest                                          22           22
Stockholders’ equity:
   Preferred stock, $0.001 par value,
    5,000,000 shares authorized; 1,761,900
    shares designated Series A convertible
    preferred stock, 1,759,307 shares issued
    and outstanding at June 30, 2007,
    aggregate liquidation value of $3,024 at
    June 30, 2007                                           -        1,574
   Common stock, $0.001 par value, 50,000,000
    shares authorized, 8,199,933 and 9,009,119
    shares issued and outstanding at December
    31, 2006 and June 30, 2007                             8            9
   Additional paid-in capital                         70,042       73,168
   Accumulated deficit                               (44,128)     (52,200)
   Accumulated other comprehensive income:
      Foreign currency translation adjustment           1,053        1,319
                                                -------------  -----------
Total stockholders’ equity                             26,975       23,870
                                                -------------  -----------
Total liabilities and stockholders’ equity      $      48,585  $    44,608
                                                =============  ===========


            NATURAL HEALTH TRENDS CORP. AND SUBSIDIARIES

         CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                (In Thousands, Except Per Share Data)

                                 Three Months Ended     Six Months Ended
                                      June 30,              June 30,
                                --------------------  --------------------
                                  2006       2007       2006       2007
                                ---------  ---------  ---------  ---------

Net sales                       $  36,321  $  25,181  $  75,795  $  46,696
Cost of sales                       8,531      5,970     16,773     11,667
                                ---------  ---------  ---------  ---------
Gross profit                       27,790     19,211     59,022     35,029
% of net sales                       76.5%      76.3%      77.9%      75.0%

Operating expenses:
    Distributor commissions        18,761     12,496     39,446     22,920
    % of net sales                   51.7%      49.6%      52.0%      49.1%

    Selling, general and
     administrative expenses       12,183      8,419     23,738     18,829
    Recovery of KGC receivable       (314)      (419)      (314)      (419)
                                ---------  ---------  ---------  ---------
Total operating expenses           30,630     20,496     62,870     41,330
                                ---------  ---------  ---------  ---------
Loss from operations               (2,840)    (1,285)    (3,848)    (6,301)
Other income (expense), net           228        (22)       387        167
                                ---------  ---------  ---------  ---------
Loss before income taxes and
 minority interest                 (2,612)    (1,307)    (3,461)    (6,134)
Income tax provision                 (189)      (153)      (444)      (363)
Minority interest                     (14)         -        (44)        (1)
                                ---------  ---------  ---------  ---------
Net loss                           (2,815)    (1,460)    (3,949)    (6,498)

Beneficial conversion feature
 on preferred stock                     -     (1,574)         -     (1,574)
Preferred stock dividends               -        (33)         -        (33)
                                ---------  ---------  ---------  ---------
Net loss attributable to common
 stockholders                   $  (2,815) $  (3,067) $  (3,949) $  (8,105)
                                =========  =========  =========  =========

Loss per share - basic and
 diluted                        $   (0.34) $   (0.37) $   (0.50) $   (0.98)
                                =========  =========  =========  =========

Weighted-average number of
 shares outstanding                 8,200      8,284      7,957      8,242
                                =========  =========  =========  =========

Contact:

Chris Sharng
President
Natural Health Trends Corp.
(972) 241-4080


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