8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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):  March 27, 2012

Natural Health Trends Corp.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-26272	59-2705336
(Commission File Number)	(IRS Employer Identification No.)
2603 Oak Lawn Avenue, 5th Floor, Dallas, Texas	75219
(Address of Principal Executive Offices)	(Zip Code)
(972) 241-4080
(Registrant’s Telephone Number, Including Area Code)

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 (see General Instruction A.2. below):

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 March 27, 2012, Natural Health Trends Corp. issued an earnings release announcing its results for the quarter and year ended December 31, 2011.  The press release is attached hereto as exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

Press Release of Natural Health Trends Corp. dated March 27, 2012.

(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 March 27, 2012

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.

Date:  March 27, 2012

NATURAL HEALTH TRENDS CORP.
By:	/s/ Gary C. Wallace
	Gary C. Wallace General Counsel

EX-99.1

Exhibit 99.1

NATURAL HEALTH TRENDS ANNOUNCES FINANCIAL RESULTS

DALLAS, TX, March 27, 2012 -- Natural Health Trends Corp. (OTCQB: NHTC) today announced its financial results for the quarter ended December 31, 2011.  The Company reported sales of $8.2 million, up 33% over a year ago, and earnings per share of $0.04 for the quarter, compared to losses per share of $0.04 during the comparable period in 2010.

“Emphasis on leader training, services, incentives and promotions gives us strong momentum for 2012.” said Chris Sharng, president of Natural Health Trends.  “Our management is working with our leaders to ensure they take advantage of these incredible opportunities.”

About Natural Health Trends Corp.

Natural Health Trends Corp. is an international direct-selling and e-commerce company operating through its subsidiaries throughout Asia, North America, and Europe.  The company markets premium quality personal care products under the NHT Global brand.  Additional information can be found on the company’s website, 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 under the caption “Risk Factors” in our Annual Report on Form 10-K filed on March 27, 2012, 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, 2010			September 30, 2011			December 31, 2011
				(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	648		$	1,727		$	1,617
Restricted cash		422			496			494
Accounts receivable		105			91			93
Inventories, net		751			1,105			1,089
Other current assets		639			576			537
Total current assets		2,565			3,995			3,830
Property and equipment, net		203			131			68
Goodwill		1,764			1,764			1,764
Intangible assets, net		200			–			–
Restricted cash		225			217			220
Other assets		406			237			241
Total assets	$	5,363		$	6,344		$	6,123
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	3,115		$	2,452		$	2,208
Income taxes payable		330			325			11
Accrued distributor commissions		723			1,031			1,177
Other accrued expenses		1,792			1,086			1,471
Deferred revenue		1,029			1,458			967
Deferred tax liability		178			177			148
Advance from related party		4			123			–
Other current liabilities		1,013			1,046			950
Total liabilities		8,184			7,698			6,932
Commitments and contingencies
Stockholders’ deficit:
Natural Health Trends stockholders’ deficit:
Preferred stock		124			124			124
Common stock		11			11			11
Additional paid-in capital		80,414			80,471			80,493
Accumulated deficit		(83,643	)		(81,813	)		(81,338	)
Accumulated other comprehensive income (loss):
Foreign currency translation adjustments		366			(39	)		(99	)
Total Natural Health Trends stockholders’ deficit		(2,728	)		(1,246	)		(809	)
Noncontrolling interest		(93	)		(108	)		–
Total stockholders’ deficit		(2,821	)		(1,354	)		(809	)
Total liabilities and stockholders’ deficit	$	5,363		$	6,344		$	6,123

NATURAL HEALTH TRENDS CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Per Share Data)

	Three Months Ended December 31,						Year Ended December 31,
	2010			2011			2010			2011
	(Unaudited)
Net sales	$	6,192		$	8,217		$	23,576		$	31,162
Cost of sales		1,894			2,130			6,969			8,172
Gross profit		4,298			6,087			16,607			22,990
Operating expenses:
Distributor commissions		2,358			3,215			8,671			11,857
Selling, general and administrative expenses		2,216			2,573			9,802			9,052
Depreciation and amortization		246			17			1,213			298
Total operating expenses		4,820			5,805			19,686			21,207
Income (loss) from operations		(522	)		282			(3,079	)		1,783
Other income (expense), net:
Gain (loss) on foreign exchange		103			(129	)		524			226
Interest income		2			2			9			5
Interest expense		(7	)		(2	)		(18	)		(16	)
Other		(1	)		117			68			129
Total other income (expense), net		97			(12	)		583			344
Income (loss) before income taxes		(425	)		270			(2,496	)		2,127
Income tax benefit		(39	)		(334	)		(27	)		(298	)
Net income (loss)		(386	)		604			(2,469	)		2,425
Net (income) loss attributable to the noncontrolling interest		18			(129	)		21			(120	)
Net income (loss) attributable to Natural Health Trends		(368	)		475			(2,448	)		2,305
Preferred stock dividends		(4	)		(4	)		(16	)		(16	)
Net income (loss) attributable to common stockholders of Natural Health Trends	$	(372	)	$	471		$	(2,464	)	$	2,289
Income (loss) per share of Natural Health Trends – basic and diluted	$	(0.04	)	$	0.04		$	(0.23	)	$	0.21
Weighted-average number of shares outstanding – basic		10,588			10,806			10,507			10,704
Weighted-average number of shares outstanding – diluted		10,588			11,074			10,507			10,825

Contact:

Natural Health Trends Corp.

investor.relations@nhtglobal.com

SOURCE:  Natural Health Trends Corp.