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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-K

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the Fiscal Year Ended

 

Commission File Number

December 31, 2003

 

0-8707

 

 

NATURE’S SUNSHINE PRODUCTS, INC.

(Exact name of Registrant as specified in its charter)

 

Utah

 

87-0327982

(State or other jurisdiction of
incorporation or organization)

 

(IRS Employer
Identification No.)

 

75 East 1700 South

Provo, Utah  84606

(Address of principal executive offices and zip code)

 

(801) 342-4300

(Registrant’s telephone number)

 

Securities registered pursuant to Section 12(b) of the Act:

 

None

Securities registered pursuant to Section 12(g) of the Act:

 

Common Stock, without par value

 


 

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  ý   No  o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not

contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ý

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act.)

Yes  ý   No  o

The aggregate market value of the voting stock held by non-affiliates of the registrant on June 30, 2003 was approximately $81,960,114 based on the closing price of $7.98 as reported on the NASDAQ Market on such date and using the definition of beneficial ownership contained in Rule 16a-1(a)(2) promulgated to the Securities Exchange Act of 1934.

The number of shares of Common Stock, no par value, outstanding on March 11, 2004 was 14,726,854 shares.

 

Documents Incorporated by Reference:

Proxy Statement for the May 28, 2004 Annual Meeting of Shareholders (Part III of this Report).

 

 



 

PART I

 

Item 1. Business

 

The Company

 

Nature’s Sunshine Products, Inc., founded in 1972 and incorporated in Utah in 1976, and its subsidiaries (sometimes hereinafter referred to collectively as “we”, “our” or the “Company”) are primarily engaged in the manufacturing and marketing of nutritional and personal care products.  The Company sells its products worldwide to a sales force of independent Distributors who use the products themselves or resell them to other Distributors or consumers.

 

Our operations are conducted in the United States as well as in certain other countries.  The Company’s subsidiaries are located in South Korea, Mexico, Venezuela, Japan, Brazil, Canada, Central America, Colombia, Dominican Republic, Ecuador, Peru, the United Kingdom, Israel, Taiwan, Thailand and Singapore. We also export our products to several other countries, including Argentina, Australia, Chile, New Zealand, Norway and the Russian Federation.

 

We also sell our products through a separate division, Synergy Worldwide.  Synergy Worldwide primarily sells products in Japan, Taiwan, Thailand and the United States.

 

We maintain an Internet website at http://www.natr.com.  We make available free of charge on our website our annual report on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934 as soon as practicable after we electronically file these documents with, or furnish them to, the Securities and Exchange Commission.

 

During 2003, we re-evaluated our financial statement presentation of volume incentive payments made to our independent Distributors and Managers.  These payments consist of (1) commissions paid for purchases made by the Distributors and Managers’ down-line organizations, and (2) rebates paid to Distributors and Managers for purchases of products for their own use or for resale.  In accordance with EITF 01-9, we have determined to present the portion of volume incentive payments representing rebates as reductions to sales revenue rather than as operating expenses.  As a result, we have reclassified the appropriate amounts for all periods presented in this Form 10-K, including all quarterly and segment data by reducing sales revenue and volume incentives (operating expense) by equal amounts.  These reclassifications had no effect on operating income (loss), net income (loss), or earnings per basic or diluted common share.

 

Volume incentive rebates totaling  $39,249,000 and $41,875,000 previously included as volume incentives expense have been reclassified as reductions in sales revenue for 2002 and 2001, respectively.  Sales revenue totaled , $298,734,000 and $318,722,000 prior to the restatement for 2002 and the reclassification for 2001, respectively.  Volumes incentives totaled  $132,175,000 and $140,540,000 prior to the restatement for  2002 and the reclassification for 2001, respectively.

 

Year ended December 31

 

 

 

2002

 

2001

 

Sales Revenue

 

As reported

 

$

298,734,000

 

$

318,722,000

 

 

 

Rebates

 

(39,249,000

)

(41,875,000

)

 

 

As Restated / Reclassified

 

$

259,485,000

 

$

276,847,000

 

 

 

 

 

 

 

 

 

Volume Incentives

 

As reported

 

$

132,175,000

 

$

140,540,000

 

 

 

Rebates

 

(39,249,000

)

(41,875,000

)

 

 

As Restated / Reclassified

 

$

92,926,000

 

$

98,665,000

 

 

Financial Information by Business Segment

 

We are principally engaged in one line of business, namely, the manufacturing and marketing of nutritional and personal care products.  Information for each of our last three fiscal years, with respect to the amounts of sales revenue, operating income and the last two years of identifiable assets by business segment, is set forth in Note 14 of the Notes to Consolidated Financial Statements appearing in Item 8 of this Report.

 

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Products and Manufacturing

 

Our line of over 700 products includes herbal products, vitamins, mineral supplements and miscellaneous other products.  We purchase herbs and other raw materials in bulk and, after quality control testing, formulate, encapsulate, tablet or concentrate, and package them for shipment.  Most of our products are manufactured at our facility in Spanish Fork, Utah.  Contract manufacturers produce some of the personal care and miscellaneous other products for us in accordance with our specifications and standards.  We have implemented stringent quality control procedures to verify that the contract manufacturers have complied with our specifications and standards.  Our product lines are described below.

 

Herbal Products

 

We manufacture a wide selection of herbal products, which are sold in the form of capsules or tablets.  These capsules or tablets contain herb powder or a combination of two or more herb powders.  We also produce both single herbs and herb combinations in the form of liquid herbs and extracts.  Liquid herbs are manufactured by concentrating herb constituents in a vegetable glycerin base.  Extracts are created by dissolving powdered herbs into liquid solvents that separate the key elements of the herbs from the fibrous plant material.

 

Vitamins and Mineral Supplements

 

We manufacture a wide variety of single vitamins, which are sold in the form of chewable or non-chewable tablets.  We also manufacture several multiple vitamins and mineral supplements, including a line containing natural antioxidants.  Generally, mineral supplements are sold in the form of tablets; however, certain minerals are offered only in liquid form.

 

Personal Care Products

 

We manufacture or contract with independent manufacturers to supply a variety of personal care products for external use, including oils and lotions, aloe vera gel, herbal shampoo, herbal skin treatment, toothpaste and skin cleanser.

 

Other Products

 

We manufacture or contract with independent manufacturers to supply a variety of other products, including a variety of different drinks, homeopathic products and powders.

 

Distribution and Marketing

 

Our independent distributors market our products to consumers through direct-selling techniques as well as sponsor other distributors.  We seek to motivate and provide incentives to our independent distributors through a combination of high quality products, product support, financial benefits, sales conventions, travel programs and a variety of training seminars.

 

Our products sold in the United States are shipped directly from our manufacturing and warehouse facilities located in Spanish Fork, Utah, as well as from our regional warehouses located in Columbus, Ohio; Dallas, Texas; and Atlanta, Georgia.  Each international operation maintains warehouse facilities with inventory to supply its customers.

 

Demand for our products is created from approximately 562,000 active distributors at December 31, 2003, which include approximately 239,000 in the United States.  A person who wishes to join our independent sales force begins as a “Distributor”.  An individual can become a Distributor by applying to us under the sponsorship of someone who is already a Distributor.  Each Distributor is required to renew his/her distributorship on a yearly basis; approximately 20 percent renew annually.  Many Distributors sell our products on a part-time basis to friends or associates or consume the products themselves.  A Distributor interested in earning additional income by committing more time and effort to selling our products may be appointed to  “Manager” status.  Appointment as a Manager is contingent upon attaining certain purchase volume levels, recruiting additional Distributors and demonstrating leadership abilities.  Managers numbered 15,151 at December 31, 2003, including approximately 6,300 in the United States.  Managers resell the products they purchase from the Company to Distributors within their sales group, to

 

3



 

consumers, or use the products themselves. Historically, approximately 70 percent of Distributors appointed as Managers have continued to maintain that status.

 

In the United States, we generally sell our products on a cash or credit card basis.  From time to time, our United States operation extends short-term credit associated with product promotions.  For certain of our international operations, we use independent distribution centers and offer credit terms consistent with industry standards within each respective country.

 

We pay sales commissions (“Volume Incentives”) to our Managers and Distributors based upon the amount of sales group product purchases.  A portion of these volume incentives are paid as rebates for purchases made by Managers and Distributors of products for their own use or for resale and a portion of these volume incentives are commissions for purchases made by their down-line Distributors. Reference is made to Item 8 herein for “Volume Incentives” paid by us for the years ended December 31, 2003, 2002 and 2001.  In addition, Managers who qualify by attaining certain levels of monthly product purchases are eligible for additional incentive programs including automobile allowances, sales conventions and travel.

 

Source and Availability of Raw Materials

 

Raw materials used in the manufacture of our products are available from a number of suppliers.  To date, we have not experienced any major difficulty in obtaining adequate sources of supply.  We attempt to assure the availability of many of our raw materials by contracting, in advance, for our annual requirements.  In the past, we have found alternative sources of raw materials when needed.  Although there can be no assurance we will be successful in locating such sources in the future, we believe we will be able to do so.

 

Trademarks and Trade Names

 

We have obtained trademark registrations of our basic trademark, “Nature’s Sunshine”, and the landscape logo for all of our product lines.  We own numerous trademark registrations in the United States and in many other countries.

 

Seasonality

 

Our business does not reflect significant seasonality.

 

Working Capital

 

We maintain a considerable inventory of raw materials and finished goods in order to provide a high level of product availability to our independent Distributors and Managers.

 

Dependence Upon Customers

 

We are not dependent upon a single customer or a few customers, the loss of which would have a material adverse effect on our business.

 

Backlog

 

We typically ship orders for our products within 24 hours after receipt. As a result, we have no significant backlog at any time.

 

Competition

 

Our products are sold in competition with other companies, some of which have greater sales volumes and financial resources than we do, and which sell brands that are, through advertising and promotions, better known to consumers.  We compete in the nutritional and personal care industry against companies which sell through retail stores as well as against other direct selling companies.  For example, we compete against manufacturers and retailers of nutritional and personal care products, which are distributed through supermarkets, drug stores, health food stores, discount stores, beauty salons, etc.  In addition to competition with these manufacturers and retailers, we compete for product sales and independent Distributors with many other direct sales companies, including Shaklee, NuSkin,

 

4



 

Unicity and Amway.  The principal competitors in the encapsulated and tableted herbal products market include Nature’s Way, Nutraceuticals and NBTY.  We believe that the principal components of competition in the direct sales marketing of nutritional and personal care products are quality, price and brand name.  In addition, the recruitment, training, travel and financial incentives for the independent sales force are important factors.

 

Research and Development

 

We conduct research and development activities at our manufacturing facility located in Spanish Fork, Utah.  Our principal emphasis in our research and development activities is the development of new products and the enhancement of existing products.  The amount, excluding capital expenditures, spent on research and development activities was approximately $2.1 million, $2.2 million and $1.9 million in 2003, 2002 and 2001, respectively.  During the three years in the period ended December 31, 2003, we did not contract for any third-party research and development.

 

Compliance with Environmental Laws and Regulations

 

The nature of our business has not required any material capital expenditures to comply with federal, state or local provisions enacted or adopted regulating the discharge of materials into the environment.  No material expenditures to meet such provisions are anticipated.  Such regulatory provisions have not had any material effect upon our earnings or competitive position.

 

Regulation

 

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 most active of these is the Food and Drug Administration (“FDA”), which regulates our products under the Federal Food, Drug and Cosmetic Act (“FDCA”) and regulations promulgated thereunder.  The FDCA defines the terms “food” and “dietary supplement” and sets forth various conditions that unless complied with may constitute adulteration or misbranding of such products.  The FDCA has been amended several times with respect to dietary supplements, most recently by the Nutrition Labeling and Education Act of 1990 (the “NLEA”) and the Dietary Supplement Health and Education Act of 1994 (the “DSHEA”).

 

FDA regulations relating specifically to foods for human use are set forth in Title 21 of the Code of Federal Regulations.  These regulations include basic food labeling requirements and Good Manufacturing Practices (“GMPs”) for foods.  Detailed dietary supplement GMPs have been proposed; however, no regulations establishing such GMPs have been adopted.  Additional regulations to implement the specific DSHEA requirements for dietary supplement labeling have also been proposed, and final regulations should be implemented over a period of time upon final publication.

 

On December 30, 2003, the FDA issued a letter to marketers of dietary supplements containing ephedrine alkaloids outlining their intentions to ban the sale of such supplements.  We currently sell several products that will be affected by this ban. Sale of nutritional supplements containing ephedrine alkaloids represent less than 2 percent of our consolidated net sales revenue.  The Company has other products that will replace these products banned by the FDA.  We do not anticipate that the discontinuation of these products will have a material impact on consolidated net sales revenue.

 

Our products are also regulated by the Federal Trade Commission (“FTC”), the Consumer Product Safety Commission (“CPSC”), the United States Department of Agriculture (“USDA”) and the Environmental Protection Agency (“EPA”).  Our activities, including our multi-level distribution activities, are also regulated by various agencies of the states, localities and foreign countries in which our products are sold.

 

In the future, we may be subject to additional laws or regulations administered by the FDA or other federal, state, local or foreign regulatory authorities, the repeal or amendment of laws or regulations which we consider favorable and/or more stringent interpretations of current laws or regulations.  We can neither predict the nature of such future laws, regulations, interpretations or applications, nor what effect additional governmental regulations or administrative orders, when and if promulgated, would have on our business.  They could, however, require reformulation of certain products to meet new standards, recall or discontinuance of certain products not able to be reformulated, imposition of additional record-keeping requirements, expanded documentation of the properties of

 

5



 

certain products, expanded or altered labeling and/or scientific substantiation.  Any or all such requirements could have a material adverse effect on our results of operations, liquidity and financial position.

 

Employees

 

The number of individuals employed by us as of December 31, 2003, was 1,037.  We believe that our relations with our employees are satisfactory.

 

International Operations

 

Our sales of nutritional and personal care products are established internationally in South Korea, Mexico, Venezuela, Japan, Brazil, Canada, Central America, Colombia, Dominican Republic, Ecuador, Peru, the United Kingdom, Israel, Taiwan, Thailand and Singapore. We also export our products to numerous other countries, including Argentina, Australia, Chile, New Zealand, Norway and the Russian Federation.  Information for each of the last three years with respect to the amounts of net sales revenue and operating income and the last two years of identifiable assets attributable to the United States, international segments and Synergy Worldwide is set forth in Note 14 of the Notes to Consolidated Financial Statements appearing in Item 8 of this Report.

 

Our international operations are conducted in a manner comparable with those conducted in the United States; however, in order to conform to local variations, economic realities, market customs, consumer habits and regulatory environments, differences may exist in the products and in the distribution and marketing programs.

 

Our international operations are subject to many of the same risks faced by the United States operations, including competition and the strength of the local economy.  In addition, international operations are subject to certain risks inherent in carrying on business abroad, including foreign regulatory restrictions, fluctuations in monetary exchange rates, import-export controls and the economic and political policies of foreign governments.  The importance of these risks increases as our international operations expand.

 

Item 2. Properties

 

Our corporate offices are located in two adjacent office buildings in Provo, Utah.  The facilities consist of approximately 63,000 square feet and are leased from an unaffiliated third party through lease agreements, which expire in as early as two years but are renewable upon expiration.

 

Our principal warehousing and manufacturing facilities are housed in a building of approximately 265,000 square feet owned by us and located on approximately ten acres in Spanish Fork, Utah.  During the quarter ended June 30, 2002, we completed an expansion of our manufacturing facility at a total cost of approximately $14 million.

 

We own approximately 60,000 square feet of office and warehouse space in Mexico and approximately 10,800 square feet of office space in Venezuela.

 

We lease properties used primarily as distribution warehouses located in Columbus, Ohio; Dallas, Texas and Atlanta, Georgia, as well as offices and distribution warehouses in South Korea, Mexico, Venezuela, Japan, Brazil, Canada, Colombia, Dominican Republic, Ecuador, El Salvador, Honduras, Guatemala, Costa Rica, Panama, Nicaragua, Peru, the United Kingdom, Israel, Taiwan, Thailand and Singapore.  We believe these facilities are suitable for their respective uses and are, in general, adequate for our present and near-term future needs.  During 2003, 2002 and 2001, we spent approximately $3.6 million, $4.0 million and $3.9 million, respectively, for all of our leased facilities.

 

Item 3.           Legal Proceedings

 

We are a defendant in various lawsuits that are incidental to our business.  We believe, after consultation with legal counsel, that any liability as a result of these matters will not have a material effect upon our results of operations, liquidity or financial position.

 

Item 4.           Submission of Matters to a Vote of Security Holders

 

None.

 

6



 

PART II

 

Item 5.           Market for Registrant’s Common Equity and Related Stockholder Matters

 

Our common stock is traded on the NASDAQ National Market System (symbol NATR).  The information in the table below reflects the actual high and low sales prices of our stock in 2003 and 2002.

 

 

 

Market Prices

 

2003

 

High

 

Low

 

First Quarter

 

$

9.99

 

$

6.65

 

Second Quarter

 

10.89

 

7.50

 

Third Quarter

 

9.19

 

7.10

 

Fourth Quarter

 

9.03

 

7.61

 

 

 

 

 

 

 

 

 

Market Prices

 

2002

 

High

 

Low

 

First Quarter

 

$

13.50

 

$

10.87

 

Second Quarter

 

16.13

 

9.53

 

Third Quarter

 

12.30

 

9.36

 

Fourth Quarter

 

12.27

 

8.78

 

 

There were approximately 1,476 shareholders of record as of March 5, 2004.  During 2003 and 2002, the Company paid quarterly cash dividends of 3 1/3 cents per common share.  On March 1, 2004, the Company declared a cash dividend of 5 cents per common share to shareholders of record on March 11, 2004. The Company expects to continue to pay cash dividends in the future.

 

Item 6. Selected Financial Data

(Dollar and Share Amounts in Thousands, Except for Per Share Information)

 

Income Statement Data, (As Restated in 2002 and Reclassified for Previous Years, See Note 1 to the Consolidated Financial Statements)

 

 

 

Net Sales
Revenue
(1)

 

Cost of
Goods Sold

 

Volume
Incentives
(1)

 

Selling, General &
Administrative

 

Operating
Income

 

Income Before
Income Taxes

 

Net
Income

 

2003

 

$

258,208

 

$

51,927

 

$

93,910

 

$

104,665

 

$

7,706

 

$

7,232

 

$

5,099

 

2002

 

259,485

 

53,317

 

92,926

 

101,574

 

11,668

 

10,696

 

7,064

 

2001

 

276,847

 

57,659

 

98,665

 

96,625

 

23,898

 

25,333

 

16,659

 

2000

 

273,457

 

55,448

 

98,078

 

93,303

 

26,628

 

27,920

 

17,131

 

1999

 

256,049

 

51,138

 

93,538

 

84,263

 

27,110

 

28,991

 

17,796

 

 

Balance Sheet Data

 

 

 

Working
Capital

 

Current
Ratio

 

Inventories

 

Property, Plant &
Equipment, Net

 

Total
Assets

 

Long-Term
Debt

 

Shareholders’
Equity

 

2003

 

$

30,052

 

1.65:1

 

$

26,528

 

$

32,318

 

$

125,558

 

$

 

$

77,342

 

2002

 

34,105

 

1.92:1

 

26,460

 

34,621

 

123,834

 

 

83,900

 

2001

 

40,561

 

2.24:1

 

26,834

 

35,294

 

131,428

 

 

95,798

 

2000

 

43,570

 

2.48:1

 

26,043

 

25,293

 

118,447

 

 

84,884

 

1999

 

35,594

 

2.28:1

 

26,660

 

25,193

 

107,435

 

 

77,537

 

 

Common Share Summary

 

 

 

Basic Net Income
Per Share

 

Diluted Net Income
Per Share

 

Basic Weighted
Average Shares

 

Diluted Weighted
Average Shares

 

2003

 

$

0.36

 

$

0.36

 

14,181

 

14,336

 

2002

 

0.45

 

0.43

 

15,844

 

16,496

 

2001

 

1.02

 

0.99

 

16,283

 

16,851

 

2000

 

1.02

 

1.02

 

16,830

 

16,875

 

1999

 

1.01

 

1.00

 

17,585

 

17,745

 

 

7



 

Other Information

 

 

 

Number of
Managers

 

Square Footage of
Property in Use

 

Number of Employees

 

2003

 

15,151

 

806,343

 

1,037

 

2002

 

14,000

 

863,688

 

1,037

 

2001

 

16,190

 

866,219

 

1,109

 

2000

 

16,081

 

719,884

 

1,080

 

1999

 

14,462

 

621,252

 

1,013

 

 


(1)          As a result of the restatement described in Note 1 to the Consolidated Financial Statements, sales revenue and volume incentives expense have been reduced by the amount of the rebate portion of volume incentive payments.

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

RESULTS OF OPERATIONS

 

Forward-Looking Information

 

Statements included in Management’s Discussion and Analysis of Financial Condition and Results of Operations and other items in this Form 10-K may contain forward-looking statements.  Such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Such statements may relate but not be limited to projections of revenues, costs and expenses, income or loss, capital expenditures, plans for growth and future operations, financing needs, as well as assumptions relating to the foregoing.  Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified.  When used in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and elsewhere in this Form 10-K, the words “estimates”, “expects”, “anticipates”, “forecasts”, “plans”, “intends” and variations of such words and similar expressions are intended to identify forward-looking statements that involve risks and uncertainties.  Future events and actual results could differ materially from that set forth in, contemplated by, or underlying the forward-looking statements.

 

Net Sales Revenue

 

Consolidated net sales revenue for the year ended December 31, 2003, was $258.2 million compared to $259.5 million in 2002, a decrease of approximately 0.5 percent. Net sales revenue decreased approximately 6.3 percent in 2002 compared to $276.8 million in 2001.  During 2003 and 2002, the decrease in net sales revenue is primarily due to decreased net sales revenue in the United States as well as several international markets experiencing declining net sales revenue as a result of import restrictions, political unrest and currency devaluation.

 

We distribute our products to consumers through an independent sales force comprised of Managers and Distributors. Active Managers totaled approximately 15,200, 14,000 and 16,200 at December 31, 2003, 2002 and 2001, respectively. Active Distributors totaled approximately 562,000, 509,000 and 508,000 at December 31, 2003, 2002 and 2001, respectively.  We anticipate the number of active Distributors to increase as we expand our existing operations, enter new international markets and as current Distributors grow their businesses.

 

Net sales revenue related to the United States operations decreased approximately 3.0 percent in 2003 to $141.6 million compared to $146.0 million in 2002.  Net sales revenue increased slightly for 2002, compared to $144.5 million in 2001.  Price increases of 1 percent in our United States market went into effect in both 2003 and 2002.  A price increase of approximately 2 percent, primarily associated with increased raw material costs, is scheduled to become effective on April 1, 2004.  Management believes this price increase in its United States market will be acceptable to its sales force and will result in increased net sales revenue.

 

International net sales revenue decreased to $101.5 million in 2003 compared to $107.4 million in 2002, a decrease of approximately 5.5 percent.  Net sales revenue decreased approximately 14.0 percent in 2002 compared to $124.8 million in 2001. During 2003 and 2002, our operations in South Korea and Venezuela experienced decreases of approximately $13.7 million and $16.2 million, respectively, in net sales revenue over the previous year.  The decrease in South Korea was due to increased competition for our Distributors. The decrease in net sales revenue in Venezuela is primarily due to political unrest and currency devaluation. Net sales revenue for 2003, 2002 and 2001 in

 

8



 

our operations in Brazil was $2.6 million, $4.9 million and $9.1 million, respectively. The decrease in net sales revenue was due to import regulations imposed by the Brazilian government.  We expect these new regulations to continue to adversely impact net sales revenue and operating results during 2004.

 

The decrease in international net sales revenue was offset in part by strong net sales increases in the Russian Federation, Israel, and Mexico. Price increases are planned in various international markets to compensate for foreign currency devaluations and increases in the cost of finished products.  Management believes the price increases will be acceptable to its sales force and will result in increased net sales revenue.

 

Synergy Worldwide net sales revenue increased to $15.1 million in 2003 compared to $6.1 million in 2002, an increase of approximately 148.8 percent. Net sales revenue decreased approximately 19.3 percent in 2002 compared to $7.5 million in 2001.  The increase in net sales revenue in 2003 is primarily the result of increased distributor recruiting and marketing efforts in Japan and Thailand.  The decrease in net sales revenue in 2002 as compared to 2001 was associated with restructuring of operations and the realignment of marketing strategies associated with Synergy Worldwide. Further information related to the United States and international segments is set forth in Note 14 of Notes to Consolidated Financial Statements appearing in Item 8 of this Report.

 

Costs and Expenses

 

Our costs and expenses, which include cost of goods sold, the commission portion of volume incentives, and selling, general and administrative, are identified as a percent of net sales revenue in the table below:

 

Year ended December 31

 

2003

 

2002

 

2001

 

Cost of goods sold

 

20.1

%

20.6

%

20.8

%

Volume incentives

 

36.4

 

35.8

 

35.7

 

Selling, general and administrative

 

40.5

 

39.1

 

34.9

 

 

 

97.0

%

95.5

%

91.4

%

 

Cost of Goods Sold

 

Cost of goods sold as a percent of net sales revenue decreased in 2003 and 2002 as compared to 2001, primarily as a result of decreased importation costs in several of our international operations as well as increased efficiency gained from our expanded manufacturing facility.

 

Management believes that cost of goods sold as a percent of net sales revenue will remain relatively constant during 2004 as compared to 2003.

 

Volume Incentives

 

As required by EITF 01-9, we reclassified $39.1 million, $39.2 million and $41.9 million in volume incentive rebates as a reduction in revenue for 2003, 2002 and 2001, respectively. As a result, volume incentive expense has been reduced by the same amounts in each year. There was no impact on operating income, net income, or earnings per basic or diluted common share. Prior to the adoption of EITF 01-9, the Company included both commission and rebate payments made to our independent Distributors and Managers in volume incentives in the operating expense section of the consolidated statements of income and comprehensive income.

 

Volume incentives are a significant part of our direct sales marketing program and represent commission payments made to our independent Distributors and Managers. These payments are designed to provide incentives for reaching higher sales levels and for recruiting additional Distributors.  Volume incentives as a percent of net sales revenue increased slightly during 2003 as compared to 2002 and 2001, primarily as a result of the increased sales revenue in our Synergy division where volume incentives are slightly higher than in the United States and our other international operations.

 

Management expects volume incentives as a percent of net sales revenue to increase slightly during 2004 as compared to 2003 due to increased volume incentives in our Synergy division where volume incentives are slightly higher.

 

9



 

Selling, General and Administrative

 

Selling, general and administrative expenses increased $3.1 million in 2003 compared to an increase of $4.9 million in 2002 and an increase of $2.3 million in 2001, primarily as a result of expenses incurred to restructure several of our operations and consolidate various employee positions.  Approximately $2.2 million of the increase in 2003 is related to cost cutting programs designed to eliminate and consolidate various management and employee positions as well as to realign programs and market strategies.  Increased expenses are also associated with incentive and promotional programs in the United States and international operations designed to increase distributor recruitment and increase sales revenue, as well as additional selling, general and administrative expenses associated with Synergy, our division involved in the distribution and sale of high quality nutritional, personal care and other products with an emphasis on the Asian markets.  During 2003, 2002 and 2001, selling, general and administrative expenses associated with Synergy totaled $5.4 million, $4.6 million and $4.4 million, respectively.  Selling, general and administrative expenses as a percent of net sales revenue increased to 40.5 percent in 2003 compared to 39.1 percent in 2002 and 34.9 percent in 2001.

 

This category includes costs for research and development, distribution and incentive programs such as our conventions.

 

We believe that selling, general and administrative expenses as a percent of net sales revenue will decrease during 2004 as compared to 2003 due to cost-control measures, including the impact of the September 2003 restructuring instituted in the United States operations.  In our international operations reductions in selling, general and administrative expenses are planned in our South Korea, Japan and Brazil operations.

 

Income Taxes

 

The effective income tax rate was 29.5 percent for 2003, compared to 34.0 percent in 2002 and 34.2 percent in 2001.  The decrease in the effective income tax rate was primarily due to a decrease in certain of the Company’s international subsidiaries’ tax provisions and the reduction in valuation allowances against certain of the international subsidiaries’ deferred tax assets. We anticipate our effective tax rate to be slightly higher during 2004 as compared to 2003.

 

Product Liability

 

Similar to other manufacturers and distributors of products that are ingested, we face an inherent risk of exposure to product liability claims in the event that, among other things, the use of our products results in injury.  As a result of increased regulatory scrutiny of products that contain ephedrine alkaloids and kava, we have not been able to obtain product liability insurance covering such products.  Effective April 12, 2004, we will comply with the U.S. Food and Drug Administration’s ban on the ingredient ephedra. Currently, less than 2 percent of our products contain some amount of ephedrine alkaloids and kava.  We carry insurance in the types and amounts we consider reasonably adequate to cover the risks associated with our business. On June 1, 2003, we established a wholly owned captive insurance company to provide us with product liability insurance coverage.  We have accrued an amount using the assistance of a third party actuary that we believe is sufficient to cover probable and reasonably estimable liabilities related to product liability claims based on our history of such claims.  However, there can be no assurance that these estimates will prove to be sufficient nor can there be any assurance that the ultimate outcome of any litigation for product liability will not have a material negative impact on our financial position, results of operations, or liquidity.

 

LIQUIDITY AND CAPITAL RESOURCES

 

For the year ended December 31, 2003, we generated cash from operating activities of $17.3 million compared to $16.5 million in 2002.  The increase in cash generated from operating activities was primarily due to an increase in accrued liabilities and volume incentives offset by a reduction in net income.

 

Capital expenditures were $3.7 million, $6.1 million and $15.5 million for the years ended December 31, 2003, 2002 and 2001, respectively.  The high level of capital expenditures in 2001 was primarily due to the expansion of the manufacturing, research and development and quality assurance areas of our manufacturing facility.  Construction began during the fourth quarter of 2000 and was completed during the second quarter of 2002. Capital expenditures

 

10



 

not related to this expansion were primarily for equipment, computer systems and software, office furniture and leasehold improvements made to enhance existing operations as well as the expansion of international markets.

 

In September 2002, the Board of Directors authorized the repurchase of 1,000,000 shares of our common stock.  The repurchase of these shares was completed in March 2003.  On March 19, 2003, the Board of Directors authorized the repurchase of an additional 1,000,000 shares of our common stock. As of December 31, 2003, we had repurchased the full 1,000,000 shares under this authorization. In connection with these Board-authorized purchases of 2,000,000 shares, we spent approximately $11.8 million and $16.9 million in cash to repurchase common stock in the years ended December 31, 2003 and 2002, respectively.

 

During 2002, we entered into an operating line of credit agreement providing for borrowings of up to $15.0 million.  The proceeds from this line of credit may be used to repurchase common shares of our outstanding stock under Board-authorized repurchase programs as well as to fund working capital, capital expenditures and related costs.  As of December 31, 2003, we had an outstanding balance of $5.0 million on this line of credit.  Proceeds from the line of credit were used to purchase approximately 500,000 shares of our stock under Board-authorized repurchase programs. As of December 31, 2003, we are in compliance with all financial covenants.  As of February 29, 2004, this line of credit was paid in full.  Additional information with respect to this line of credit is set forth in Note 7 of the Notes to Consolidated Financial Statements appearing in Item 8 of this Report.

 

During 2001, we entered into an exclusive, marketing agreement with HealtheTech, Inc., to make available personal health monitoring devices and personalized diet and nutrition software to our Managers and Distributors.  As part of this agreement, the Company purchased approximately $2.0 million of HealtheTech, Inc. common stock at fair market value.  During the second quarter of 2003, we determined that our investment in HealtheTech was impaired and that the impairment was other than temporary and accordingly wrote down our investment to quoted market value.  The impairment to this investment was approximately $1.8 million.

 

During 2001, our wholly owned subsidiary, Innovative Botanical Solutions, Inc., entered into an exclusive agreement with Cetalon Corporation to manufacture a proprietary line of Cetalon-branded herbs and vitamins.  Additionally, Innovative Botanical Solutions purchased approximately $2.0 million in Cetalon common stock.  A loan of $1.0 million was also provided to Cetalon Corporation, and an option obtained for Innovative Botanical Solutions to purchase additional shares of Cetalon common stock.  During the first quarter of 2002, we determined that our investments in Cetalon were impaired and accordingly wrote off the debt and equity investments.

 

We have certain commitments related to operating leases as set forth in Note 13 of the Notes to Consolidated Financial Statements appearing in Item 8 of this Report.

 

We believe that our working capital requirements can be met through our available cash and cash equivalents and cash generated from operating activities for the foreseeable future; however, a prolonged economic downturn or a decrease in the demand for our products could adversely affect our long-term liquidity.  In the event of a significant decrease in cash provided by our operating activities, we might need to obtain additional external sources of funding.  We currently maintain an operating line of credit allowing for borrowings of up to $15.0 million of which $5.0 million has been borrowed as of December 31, 2003.  The proceeds from this line of credit may be used to repurchase common shares, as well as to fund working capital requirements. We do not currently maintain a long-term credit facility or any other external sources of long-term funding; however, we believe that such funding could be obtained on competitive terms in the event additional sources of funds become necessary.

 

The following table summarizes information about contractual obligations as of December 31, 2003:

 

 

 

Total

 

Less than 1 year

 

1-3 years

 

4-5 years

 

After 5 years

 

Line of Credit

 

$

5,000

 

$

5,000

 

$

 

$

 

$

 

Operating leases

 

7,475

 

3,255

 

3,075

 

856

 

289

 

Total contractual obligations

 

$

12,475

 

$

8,255

 

$

3,075

 

$

856

 

$

289

 

 

11



 

Key Accounting Policies

 

Our accounting policies are more fully described in Note 1 of Notes to Consolidated Financial Statements appearing in Item 8 of this Report. As disclosed in Note 1 of Notes to Consolidated Financial Statements, the preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results inevitably will differ from those estimates, and such differences may be material to the financial statements.

 

Revenue Recognition

 

We recognize sales revenue when products are shipped and title passes to our independent distributors.  For most product sales, the sales price is received in the form of cash or credit card payment, which accompanies or precedes the shipment of the product.  Sales revenue is recorded net of the rebate portion of volume incentives. Previously we had reported the rebates as part of volume incentives in the operating expense section of the income statement, but as required by EITF 01-9, the Company has reclassified $39.2 million and $41.9 million in rebates as a reduction in revenue for 2002 and 2001, respectively. As a result, volume incentive expense has been reduced by the same amounts in each year.  There was no impact on operating income, net income, or earnings per basic or diluted common share.  Further information related to volume incentives is set forth in Note 1 of Notes to Consolidated Financial Statements appearing in Item 8 of the report. As products are shipped, persuasive evidence of an arrangement exists, delivery has occurred, the price to the buyer is fixed, and collectibility is reasonably assured. A reserve for product returns, which reduces revenue, is accrued based on historical experience.  From time to time, our United States operation extends short-term credit associated with product promotions.  For certain of our international operations, we offer credit terms consistent with industry standards within the country of operation.  Amounts received for unshipped merchandise are not recognized as revenue but rather they are recorded as customer deposits and are included in accrued liabilities.

 

Volume Incentives Accrual

 

We accrue for expenses for volume incentives associated with our net sales revenue. Volume incentives are a significant part of our direct sales marketing program and represent payments made to our independent Distributors and Managers. Previously we included in volume incentives both commissions and rebates.  As required by EITF 01-9, the Company has reclassified $39.2 million and $41.9 million in rebates as a reduction in revenue for 2002 and 2001, respectively.  As a result, volume incentive expense has been reduced by the same amounts each year. Further information related to volume incentives is set forth in Note 1 of Notes to Consolidated Financial Statements appearing in Item 8 of the report. We specifically analyze volume incentives based on historical and current sales trends when evaluating the adequacy of the accrued volume incentives.

 

Self-insurance liabilities

 

We self-insure for certain employee medical and product liabilities. The recorded liabilities for self-insured risks are calculated using actuarial methods and are not discounted. The liabilities include amounts for actual claims and claims incurred but not reported. Actual experience, including claim frequency and severity as well as health care inflation, could result in actual liabilities being more or less than the amounts currently recorded.

 

Incentive Trip Accrual

 

We accrue for expenses for incentive trips associated with our direct sales marketing program, which rewards independent Distributors and Managers with paid attendance at our conventions and meetings. Expenses associated with incentive trips are accrued over qualification periods as they are earned. We specifically analyze incentive trip accruals based on historical and current sales trends as well as contractual obligations when evaluating the adequacy of the incentive trip accrual. Actual results could result in liabilities being more or less than the amounts recorded. We have accrued convention and meeting costs of approximately $4.0 million and $3.8 million at December 31, 2003 and 2002, respectively.

 

12



 

Recent Accounting Pronouncements

 

In November 2002, the FASB issued FASB Interpretation (FIN) No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others – an Interpretation of FASB Statements No. 5, 57, and 107 and Rescission of FASB Interpretation No. 34” (“FIN No. 45”).  FIN No. 45 elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued.  It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee.  The initial recognition and initial measurement provisions of FIN No. 45 are to be applied on a prospective basis to guarantees issued of modified after December 31, 2003.  The disclosure requirements of FIN No. 45 are effective for financial statements of interim or annual periods ended after December 15, 2002.  The adoption of FIN No. 45 did not have an effect on our results of operations, liquidity, or financial position.

 

In November 2002, the EITF reached a consensus on EITF No. 00-21, “Revenue Arrangements with Multiple Deliverables.” EITF No. 00-21 addresses certain aspects of the accounting by a vendor for arrangements under which the vendor will perform multiple revenue-generating activities.  EITF No. 00-21 is effective for interim periods beginning after June 15, 2003.  The adoption of this statement did not have a material effect on our results of operations, liquidity, or financial position.

 

In January 2003, the FASB issued FASB Interpretation (FIN) No. 46, “Consolidation of Variable Interest Entities – An Interpretation of ARB No. 51” (“FIN No. 46”). FIN No. 46 addresses consolidation and reporting by business enterprises of variable interest entities.  All enterprises with variable interests in variable interest entities created after January 31, 2003 apply the provisions of FIN No. 46 to those entities immediately.  A public entity with a variable interest in a variable interest entity created before February 1, 2003 applies the provisions of FIN No. 46 to that entity no later than the beginning of the first interim or annual reporting period beginning after June 15, 2003.  In addition, FIN No. 46R delayed the effective date for application of FIN No. 46 by public companies, until periods ending after March 15, 2004 for all types of variable interest entities other than special-purpose entities.  The adoption of FIN No. 46 is not expected to have an effect on our results of operations, liquidity, or financial position.

 

In April 2003, the FASB issued Statement of Financial Accounting Standards No. 149 (“SFAS No. 149”), Amendment of Statement 133 on Derivative Instruments and Hedging Activities. SFAS No. 149 amends and clarifies financial accounting and reporting for derivative instruments and for hedging activities under Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities.  The adoption of SFAS No. 149 in the fourth quarter of 2003 did not have a material impact on our results of operations, liquidity, or financial position.

 

In May 2003, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity.” SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both debt and equity.  The provisions of SFAS No. 150 apply to the classification and disclosure requirements for the following three types of financial instruments:  Mandatorily Redeemable Instruments, Instruments with Repurchase Obligations, and Instruments with Obligations to Issue a Variable Number of Securities.  The new reporting and disclosure requirements for SFAS No. 150 became effective for the first interim period beginning after June 15, 2003 or for any covered instruments entered into or modified subsequent to May 31, 2003, and we adopted SFAS No. 150 on July 1, 2003.  The adoption of SFAS No. 150 did not have an effect on our results of operations, liquidity, or financial position.

 

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

 

We conduct business in several countries and intend to continue to expand our international operations.  Net sales revenue, operating income and net income are affected by fluctuations in currency exchange rates, interest rates and other uncertainties inherent in doing business and selling product in more than one currency.  In addition, our operations are exposed to risks associated with changes in social, political and economic conditions inherent in international operations, including changes in the laws and policies that govern international investment in countries where we have operations as well as, to a lesser extent, changes in United States laws and regulations relating to international trade and investment.

 

13



 

Foreign Currency Risk

 

During the year ended December 31, 2003, approximately 45.2 percent of our net sales revenue and approximately 46.4 percent of our expenses were realized outside of the United States.  Inventory purchases are transacted primarily in U.S. dollars from vendors located in the United States.  The local currency of each international subsidiary is considered the functional currency, and all revenues and expenses are translated at average exchange rates for the periods reported.  Therefore, reported sales and expenses will be positively impacted by a weakening of the U.S. dollar and will be negatively impacted by a strengthening of the U.S. dollar.  Given the uncertainty of exchange rate fluctuations, we cannot estimate the effect of these fluctuations on our future business, product pricing, results of operations or financial condition.  Changes in currency exchange rates affect the relative prices at which we sell our products.  We regularly monitor our foreign currency risks and periodically take measures to reduce the impact of foreign exchange rate fluctuations on our operating results.  We do not use derivative instruments for hedging, trading or speculating on foreign exchange rate fluctuations.

 

The following table sets forth average currency exchange rates of one U.S. dollar into local currency for each of the currencies in which sales revenue exceeded $10.0 million during any of the years presented.

 

Year ended December 31

 

2003

 

2002

 

2001

 

Mexico

 

10.8

 

9.6

 

9.3

 

South Korea

 

1,190.5

 

1,245.3

 

1,288.6

 

Venezuela

 

1,615.5

 

1,106.2

 

723.6

 

 

During 2002 and 2003 Venezuela experienced a significant devaluation in the Bolivar, which adversely affected the results of operations.  Continued devaluation could adversely affect the results of operations in future periods.

 

Interest Rate Risk

 

The primary objectives of our investment activities are to preserve principal while maximizing yields without significantly increasing risk.  This is accomplished by purchasing investment grade securities; substantially all of which either mature within the next twelve months or have characteristics of marketable securities.  At December 31, 2003, we had investments of $10.5 million of which $7.7 million were municipal obligations, which carry an average fixed interest rate of 5.2 percent and mature over a five-year period. A hypothetical 1 percent change in interest rates would not have had a material effect on our liquidity, financial condition, or results of operations. Our remaining investments of $2.8 million are not subject to interest rate risk.

 

14



 

Item 8. Financial Statements and Supplementary Data

 

INDEPENDENT AUDITORS’ REPORT

 

The Board of Directors and Shareholders of Nature’s Sunshine Products, Inc.:

 

We have audited the accompanying consolidated balance sheets of Nature’s Sunshine Products, Inc. (a Utah corporation) and subsidiaries as of December 31, 2003 and 2002, and the related consolidated statements of income and comprehensive income, shareholders’ equity, and cash flows for the years then ended.  These consolidated financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.  We did not audit the financial statements of Nature’s Sunshine Korea, Ltd., a wholly owned subsidiary, as of December 31, 2002 and for the year then ended, which financial statements reflect total assets constituting 5 percent and net sales revenues constituting 8 percent of the related 2002 consolidated totals.  Those statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Nature’s Sunshine Korea, Ltd. as of December 31, 2002 and for the year then ended, is based solely on the report of other auditors.  The accompanying consolidated statements of income and comprehensive income, shareholders’ equity, and cash flows for the year ended December 31, 2001 were audited by other auditors who have ceased operations.  Those auditors, based in part on the report of other auditors, expressed an unqualified opinion on those financial statements, before the reclassification described in Note 1 to the consolidated financial statements, in their report dated February 7, 2002.

 

We conducted our audits in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits and the report of other auditors provide a reasonable basis for our opinion.

 

In our opinion, based on our audits and the report of other auditors, the 2003 and 2002 consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Nature’s Sunshine Products, Inc. and subsidiaries as of December 31, 2003 and 2002, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

As discussed in Note 1 to the consolidated financial statements, the Company has restated its financial statements for the year ended December 31, 2002.

 

As discussed above, the consolidated financial statements for the year ended December 31, 2001 were audited by other auditors who have ceased operations.  As described in Note 1, the 2001 financial statements have been reclassified to reflect the adoption of Emerging Issues Task Force Issue No. 01-9, “Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor’s Products),” which was adopted by the Company as of January 1, 2002.  We audited the reclassification adjustments and, in our opinion, such adjustments are appropriate and were properly applied.  However, we were not engaged to audit, review or apply any procedures to the 2001 consolidated financial statements of Nature’s Sunshine Products, Inc. other than with respect to such adjustments and accordingly, we do not express an opinion or any other form of assurance on the 2001 financial statements taken as a whole.

 

 

KPMG LLP

 

Salt Lake City, Utah

March 13, 2004

 

15



 

The following is a copy of the audit report previously issued by Arthur Andersen LLP in connection with the Company’s consolidated financial statements as of December 31, 2001 and 2000 and for each of the three years in the period ended December 31, 2001.  Arthur Andersen LLP has not reissued this audit report since Arthur Andersen LLP has ceased operations.

 

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

 

To Nature’s Sunshine Products, Inc.:

 

We have audited the accompanying consolidated balance sheets of Nature’s Sunshine Products, Inc. (a Utah corporation) and subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of income and comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2001.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.  We did not audit the financial statements of Nature’s Sunshine Korea, Ltd. and Nature’s Sunshine Products N.S.P. de Venezuela, C.A., wholly owned subsidiaries, as of December 31, 2001 and 2000 and for the years then ended.  Additionally, we did not audit the financial statements of Nature’s Sunshine, Japan Co., Ltd., a wholly owned subsidiary, as of December 31, 2000 and for the year then ended. Those statements collectively reflect 14 percent of total consolidated assets and 15 percent of total consolidated revenues in 2001, and 17 percent of both total consolidated assets and total consolidated revenues in 2000.  The statements of Nature’s Sunshine Korea, Ltd. and Nature’s Sunshine Products N.S.P. de Venezuela, C.A. for 2001 and 2000, and Nature’s Sunshine, Japan Co., Ltd. for 2000 were audited by other auditors whose reports have been furnished to us and our opinion, insofar as it relates to amounts included for those entities, is based solely on the reports of the other auditors.

 

We conducted our audits in accordance with auditing standards generally accepted in the United States.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits and the reports of other auditors described above provide a reasonable basis for our opinion.

 

In our opinion, based on our audits and the reports of other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of Nature’s Sunshine Products, Inc. and subsidiaries as of December 31, 2001 and 2000, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2001 in conformity with accounting principles generally accepted in the United States.

 

 

ARTHUR ANDERSEN LLP

 

Salt Lake City, Utah

February 7, 2002

 

16



 

NATURE’S SUNSHINE PRODUCTS, INC. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

 

(Amounts In Thousands, Except Per Share Information)

 

Year Ended December 31

 

2003

 

2002

 

2001*

 

 

 

 

 

(As Restated,
See Note 1)

 

 

 

Net Sales Revenue (net of the rebate portion of volume incentives of $39,056, $39,249 and $41,875, respectively)

 

$

258,208

 

$

259,485

 

$

276,847

 

Costs and Expenses:

 

 

 

 

 

 

 

Cost of goods sold

 

51,927

 

53,317

 

57,659

 

Volume incentives

 

93,910

 

92,926

 

98,665

 

Selling, general and administrative

 

104,665

 

101,574

 

96,625

 

 

 

250,502

 

247,817

 

252,949

 

Operating Income

 

7,706

 

11,668

 

23,898

 

Other Income (Expense):

 

 

 

 

 

 

 

Interest and other income

 

1,518

 

1,090

 

1,666

 

Impairment of investments

 

(1,768

)

(3,000

)

 

Interest expense

 

(268

)

(39

)

(4

)

Foreign exchange gains (losses)

 

44

 

977

 

(227

)

 

 

(474

)

(972

)

1,435

 

Income Before Provision for Income Taxes

 

7,232

 

10,696

 

25,333

 

Provision for Income Taxes

 

2,133

 

3,632

 

8,674

 

Net Income

 

5,099

 

7,064

 

16,659

 

Other Comprehensive Loss, net of tax:

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

(1,150

)

(4,120

)

(1,448

)

Net unrealized losses on marketable securities

 

(58

)

(861

)

(860

)

Reclassification adjustment for net realized losses on marketable securities included in net income

 

279

 

1,459

 

7

 

 

 

(929

)

(3,522

)

(2,301

)

Comprehensive Income

 

$

4,170

 

$

3,542

 

$

14,358

 

 

 

 

 

 

 

 

 

Basic Net Income Per Common Share

 

$

0.36

 

$

0.45

 

$

1.02

 

Diluted Net Income Per Common Share

 

$

0.36

 

$

0.43

 

$

0.99

 

 

See accompanying notes to consolidated financial statements.

 


*As reclassified, see Note 1

 

17



 

 

NATURE’S SUNSHINE PRODUCTS, INC. AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

 

(Amounts In Thousands)

 

As of December 31

 

2003

 

2002

 

Assets

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

 

$

30,665

 

$

26,175

 

Accounts receivable, net of allowance for doubtful accounts of $2,138 and $2,748, respectively

 

5,567

 

5,247

 

Inventories, net

 

26,528

 

26,460

 

Deferred income tax assets

 

3,553

 

6,335

 

Prepaid expenses and other

 

9,723

 

6,923

 

Total current assets

 

76,036

 

71,140

 

Property, plant and equipment, net

 

32,318

 

34,621

 

Long-term investments

 

6,416

 

10,389

 

Definite-lived intangible assets, net

 

2,094

 

3,050

 

Other assets, net

 

8,694

 

4,634

 

 

 

$

125,558

 

$

123,834

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Line of credit

 

$

5,000

 

$

5,500

 

Accounts payable

 

4,003

 

2,979

 

Accrued volume incentives

 

12,093

 

9,842

 

Accrued liabilities

 

18,009

 

13,813

 

Income taxes payable

 

6,879

 

4,901

 

Total current liabilities

 

45,984

 

37,035

 

Long-Term Liabilities

 

 

 

 

 

Deferred income tax liabilities

 

 

1,414

 

Deferred compensation

 

2,232

 

1,485

 

Total long-term liabilities

 

2,232

 

2,899

 

Commitments and Contingencies (Notes 11 and 13)

 

 

 

 

 

Shareholders’ Equity:

 

 

 

 

 

Common Stock, no par value; 20,000 shares authorized, 19,446 shares issued

 

25,437

 

31,332

 

Retained earnings

 

124,997

 

121,789

 

Treasury stock, at cost, 5,267 and 4,314 shares, respectively

 

(54,833

)

(51,891

)

Accumulated other comprehensive loss (See Note 8)

 

(18,259

)

(17,330

)

Total shareholders’ equity

 

77,342

 

83,900

 

 

 

$

125,558

 

$

123,834

 

 

See accompanying notes to consolidated financial statements.

 

18



 

NATURE’S SUNSHINE PRODUCTS, INC. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

 

(Amounts In Thousands)

 

 

Year Ended December 31

 

2003

 

2002

 

2001

 

Common Stock:

 

 

 

 

 

 

 

Balance at beginning of year

 

$

31,332

 

$

36,308

 

$

37,435

 

Tax benefit related to exercise of stock options

 

189

 

628

 

226

 

Issuance of 373, 397 and 143 shares of treasury stock, respectively

 

(6,084

)

(5,604

)

(1,353

)

Balance at end of year

 

25,437

 

31,332

 

36,308

 

Retained Earnings:

 

 

 

 

 

 

 

Balance at beginning of year

 

121,789

 

116,836

 

102,347

 

Net income

 

5,099

 

7,064

 

16,659

 

Cash dividends

 

(1,891

)

(2,111

)

(2,170

)

Balance at end of year

 

124,997

 

121,789

 

116,836

 

Treasury Stock:

 

 

 

 

 

 

 

Balance at beginning of year

 

(51,891

)

(43,538

)

(43,391

)

Purchase of 1,326, 1,532 and 303 shares of common stock, respectively

 

(11,796

)

(16,877

)

(2,705

)

Issuance of 373, 397 and 143 shares of treasury stock, respectively

 

8,854

 

8,524

 

2,558

 

Balance at end of year

 

(54,833

)

(51,891

)

(43,538

)

Accumulated Other Comprehensive Loss:

 

 

 

 

 

 

 

Balance at beginning of year

 

(17,330

)

(13,808

)

(11,507

)

Other comprehensive loss

 

(929

)

(3,522

)

(2,301

)

Balance at end of year

 

(18,259

)

(17,330

)

(13,808

)

Total Shareholders’ Equity

 

$

77,342

 

$

83,900

 

$

95,798

 

 

See accompanying notes to consolidated financial statements.

 

19



 

NATURE’S SUNSHINE PRODUCTS, INC. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(Amounts In Thousands)

 

Increase (Decrease) in Cash and Cash Equivalents

 

Year Ended December 31

 

2003

 

2002

 

2001

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

Net income

 

$

5,099

 

$

7,064

 

$

16,659

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

Increase (Decrease) in allowance for doubtful accounts

 

415

 

1,682

 

(142

)

Depreciation and amortization

 

6,388

 

8,298

 

6,827

 

Tax benefit from stock option exercise

 

189

 

628

 

226

 

Loss on sale of property and equipment

 

203

 

117

 

145

 

Deferred income taxes

 

(3,265

)

(4,953

)

(608

)

Deferred compensation

 

747

 

(140

)

283

 

Loss on impaired investment

 

1,808

 

3,000

 

 

Changes in assets and liabilities, net of effects of acquisition:

 

 

 

 

 

 

 

Accounts receivable

 

(549

)

(602

)

1,141

 

Inventories

 

165

 

374

 

(791

)

Prepaid expenses and other

 

(3,189

)

2,233

 

(578

)

Accounts payable

 

956

 

(1,835

)

(147

)

Accrued volume incentives

 

2,133

 

(2,163

)

2,198

 

Accrued liabilities

 

4,235

 

1,835

 

(304

)

Income taxes payable

 

1,959

 

913

 

1,794

 

Net cash provided by operating activities

 

17,294

 

16,451

 

26,703

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

Capital expenditures

 

(3,702

)

(6,076

)

(15,491

)

Proceeds from sale of investments

 

5,084

 

780

 

1,721

 

Purchase of investments

 

(2,699

)

(598

)

(4,832

)

Purchase of other assets

 

(351

)

(113

)

(872

)

Payments received (Advances on) long-term receivables, net

 

1,663

 

526

 

(681

)

Proceeds from sale of property and equipment

 

161

 

127

 

39

 

Net cash provided by (used in) investing activities

 

156

 

(5,354

)

(20,116

)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Net proceeds from line of credit

 

(500

)

5,500

 

(385

)

Purchase of treasury stock

 

(11,796

)

(16,877

)

(2,705

)

Payments of cash dividends

 

(1,891

)

(2,111

)

(2,170

)

Proceeds from exercise of stock options

 

2,743

 

2,894

 

1,106

 

Net cash used in financing activities

 

(11,444

)

(10,594

)

(4,154

)

Effect of Exchange Rates on Cash and Cash Equivalents

 

(1,516

)

(4,116

)

(1,448

)

Net Increase (Decrease) in Cash and Cash Equivalents

 

4,490

 

(3,613

)

985

 

Cash and Cash Equivalents at Beginning of the Year

 

26,175

 

29,788

 

28,803

 

Cash and Cash Equivalents at End of the Year

 

$

30,665

 

$

26,175

 

$

29,788

 

 

20



 

Year Ended December 31

 

2003

 

2002

 

2001

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

Cash paid for income taxes

 

$

4,519

 

$

4,659

 

$

6,970

 

Cash paid for interest

 

262

 

39

 

4

 

Supplemental disclosure of non-cash investing and financing activities:

 

 

 

 

 

 

 

Cost in excess of fair value of assets acquired

 

$

 

$

 

$

418

 

Disposition of assets in exchange for note receivable

 

 

83

 

120

 

 

See accompanying notes to consolidated financial statements.

 

21



 

NATURE’S SUNSHINE PRODUCTS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

(Amounts in thousands, except per share information)

 

NOTE 1: OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

 

Nature of Operations

 

Nature’s Sunshine Products, Inc., and its subsidiaries (hereinafter referred to collectively as the “Company”) are primarily engaged in the manufacturing and marketing of herbal products, vitamin and mineral supplements, personal care and other products.  Nature’s Sunshine Products, Inc. is a Utah corporation headquartered in Provo, Utah. The Company sells its products to a sales force of independent Distributors and Managers 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 the United States, South Korea, Mexico, Venezuela, Japan, Brazil, Canada, Central America, Colombia, Dominican Republic, Ecuador, Peru, the United Kingdom, Israel, Taiwan, Thailand and Singapore.   The Company also exports its products to several other countries, including Argentina, Australia, Chile, Malaysia, New Zealand, Norway and the Russian Federation.

 

Restatement

 

We have re-evaluated our financial statement presentation of volume incentive payments made to our independent Distributors and Managers.  These payments consist of (1) commissions paid for purchases made by the Distributors and Managers’ down-line organizations, and (2) rebates paid to Distributors and Managers for purchases of products for their own use or for resale.  In accordance with EITF 01-9, we have determined to present the portion of volume incentive payments representing rebates as reductions to sales revenue rather than as operating expenses.  As a result, we have reclassified the appropriate amounts for all periods presented in this Form 10-K, including all quarterly and segment data, by reducing sales revenue and volume incentives (operating expense) by equal amounts.  These reclassifications had no effect on operating income (loss), net income (loss), or earnings per basic or diluted common share.

 

Volume incentive rebates totaling $39,249 and $41,875, previously included as volume incentives expense have been reclassified as reductions in sales revenue for 2002 and 2001, respectively.  Sales revenue totaled $298,734 and $318,722 prior to restatement for 2002 and reclassification for 2001, respectively.  Volumes incentives totaled $132,175 and $140,540 prior to restatement for 2002 and reclassification for 2001, respectively.

 

Year ended December 31

 

 

 

2002

 

2001

 

Sales Revenue

 

As reported

 

$

298,734

 

$

318,722

 

 

 

Rebates

 

(39,249

)

(41,875

)

 

 

As Restated / Reclassified

 

259,485

 

276,847

 

 

 

 

 

 

 

 

 

Volume Incentives

 

As reported

 

$

132,175

 

$

140,540

 

 

 

Rebates

 

(39,249

)

(41,875

)

 

 

As Restated / Reclassified

 

92,926

 

98,665

 

 

Principles of Consolidation

 

The accompanying consolidated financial statements include the accounts and transactions of Nature’s Sunshine Products, Inc. and its subsidiaries.  At December 31, 2003 and 2002, all of the Company’s subsidiaries were wholly owned. Intercompany balances and transactions have been eliminated in consolidation.

 

22



 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts in these financial statements and accompanying notes.  Due to inherent uncertainty, actual results could differ from these estimates and those differences could have a material affect on the Company’s financial position and results of operations.

 

The most significant accounting estimates inherent in the preparation of the Company’s financial statements include estimates associated with its evaluation of impairment of long-lived assets as well as those used in the determination of liabilities related to Distributor and Manager incentives and taxation.  In addition, significant estimates form the basis for our allowances with respect to the collection of accounts receivable, inventory valuations and certain benefits provided to employees. Various assumptions and other factors prompt the determination of these significant estimates. The process of determining significant estimates is fact specific and takes into account historical experience and current and expected economic conditions. Historically, actual results have not significantly deviated from those determined using the estimates described above.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid short-term investments to be cash equivalents, which include investments with original maturities of three months or less.  The amount of short-term investments classified as cash equivalents totaled $3,845 and $3,192 at December 31, 2003 and 2002, respectively.

 

Allowance for Doubtful Accounts Receivable

 

Accounts receivable have been reduced by an allowance for amounts that may be uncollectible in the future.  This estimated allowance is based primarily on the aging category, historical trends and management’s evaluation of the financial condition of the customer.  This reserve is adjusted periodically as information about specific accounts becomes available.

 

Investments

 

The Company’s investments, which are categorized as available-for-sale securities are reported at fair value, with unrealized gains and losses, net of tax, recorded in accumulated other comprehensive income (loss) in shareholders’ equity.  Unrealized losses on available-for-sale securities that are determined to be other than temporary are included in the determination of net income in the period that determination is made.  The cost of the securities sold is based on the specific identification method.  Realized gains and losses on sales of available-for-sale securities are included in interest and other income.

 

The Company has certain investments classified as trading securities.  The Company maintains its trading securities portfolio to generate returns that offset changes in certain liabilities related to the Company’s deferred compensation arrangements (see Note 11).  The trading securities portfolio consists of marketable securities, which are recorded at fair value.  Both realized and unrealized gains and losses on trading securities are included in interest and other income.

 

Fair Value of Financial Instruments

 

The Company’s financial instruments consist primarily of cash, cash equivalents, trade and notes receivable, long-term investments, trade payables and debt instruments. The carrying values of these financial instruments approximate their fair values.  The estimated fair values have been determined using appropriate market information and valuation methodologies.

 

23



 

Inventories

 

Inventories are stated at the lower of cost (using the first-in, first-out method) or market value.

 

Property, Plant and Equipment

 

Property, plant and equipment are recorded at cost less accumulated depreciation and amortization.  Depreciation is computed using the straight-line method over the estimated useful lives of the related assets.  Estimated useful lives for buildings and improvements range from 20 to 30 years, and equipment, furniture and fixtures range from 3 to 10 years.  Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the related assets.  Maintenance and repairs are expensed as incurred, and major improvements are capitalized.  Gains or losses on sales or retirements are included in interest and other income in the consolidated statement of income on the date of disposition.

 

Intangible Assets

 

Intangible assets include trademarks and customer lists associated with the acquisition of Synergy Worldwide, Inc. (“Synergy”).  Definite-lived intangible assets are being amortized using the straight-line method over periods from three to ten years. Intangible assets, net of accumulated amortization, totaled $2,094 and $3,050 at December 31, 2003 and 2002, respectively.  Accumulated amortization totaled $1,119 and $2,210 at December 31, 2003 and 2002, respectively (see Note 5).

 

Impairment of Long-Lived Assets

 

The Company reviews its long-lived assets for impairment when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The Company uses an estimate of future undiscounted net cash flows of the related assets or groups of assets over their remaining lives in measuring whether the assets are recoverable.  An impairment loss is calculated by determining the difference between the carrying values and the fair values of these assets. At December 31, 2003, the Company did not consider any of its long-lived assets to be impaired.

 

Translation of Foreign Currencies

 

The local currency of the international subsidiaries is used as the functional currency, except for subsidiaries operating in highly inflationary economies.  The financial statements of international subsidiaries, where the local currency is the functional currency, are translated into U.S. dollars using exchange rates in effect at year end for assets and liabilities and average exchange rates during each year for the results of operations. Adjustments resulting from translation of financial statements are reflected in accumulated other comprehensive loss.

 

The only country considered to have a highly inflationary economy was Venezuela during 2001. Venezuela ceased to be considered to have a highly inflationary economy at the end of the third quarter 2001. The functional currency in highly inflationary economies is the U.S. dollar and transactions denominated in the local currency are re-measured as if the functional currency were the U.S. dollar.  The re-measurement of local currencies into U.S. dollars creates translation adjustments, which are included in the consolidated statements of income and comprehensive income.

 

24



 

Revenue Recognition

 

For sales transactions in the United States, the Company generally receives its product sales price in the form of cash or credit card accompanying the orders from independent Distributors and Managers. From time to time, the Company’s United States operation extends short-term credit associated with product promotions.  For certain of the Company’s international operations, the Company offers credit terms consistent with industry standards within each respective country.  Net sales revenue and related volume incentive expenses are recorded when persuasive evidence of an arrangement exists, collectibility is reasonably assured, title and risk of loss have passed to the Distributors and Managers, and the merchandise has been shipped. Amounts received for unshipped merchandise are recorded as customer deposits and are included in accrued liabilities. Cash payments of volume incentives related to product orders are made in the month following the sale.

 

The Company accounts for payments made to its Distributors and Managers in accordance with Emerging Issues Task Force Issue (“EITF”) No. 01-9, “Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor’s Products).”  In accordance with EITF 01-9, payments to Distributors and Managers for sales incentives or rebates are recorded as a reduction of revenue.  The Company adopted EITF 01-9 as of January 1, 2002 (see restatement discussion above).  The statement of income and comprehensive income for the year ended December 31, 2001 has been reclassified to conform to the 2002 and 2003 presentation resulting from the adoption of EITF 01-9.

 

The Company accounts for shipping and handling fees in accordance with EITF No. 00-10, “Accounting for Shipping and Handling Fees and Costs.”  Under EITF 00-10 guidelines, amounts billed to a customer for shipping and handling are classified as revenue.  Shipping and handling revenues of approximately  $8,309, $6,883 and $7,446 were classified as net sales revenue for the years ended December 31, 2003, 2002 and 2001, respectively.  The corresponding shipping and handling expenses are classified in selling, general and administrative expenses and approximated the amounts classified as net sales revenue.

 

Selling Expenses

 

Independent Distributors and Managers may earn Company-paid attendance at conventions as well as other travel awards by achieving the required levels of product purchases within a specified qualification period.  Convention costs and other travel expenses are accrued over the qualification period as they are earned.  Accordingly, the Company has accrued convention costs of approximately $3,992, $3,753 and $4,531 at December 31, 2003, 2002, and 2001, respectively.

 

Research and Development

 

All research and development costs are expensed as incurred and classified in selling, general and administrative expense. Total research and development expenses were approximately $2,100, $2,192 and $1,912 in 2003, 2002 and 2001, respectively.

 

Income Taxes

 

The Company recognizes a liability or asset for the deferred income tax consequences of temporary differences between the tax basis of assets or liabilities and their reported amounts in the financial statements.  These temporary differences will result in taxable or deductible amounts in future years when the reported amounts of the assets or liabilities are recovered or settled. The deferred income tax assets are reviewed for recoverability and valuation allowances are provided as necessary (see Note 9).

 

25



 

Net Income Per Common Share

 

Basic net income per common share (Basic EPS) excludes dilution and is computed by dividing net income by the weighted-average number of common shares outstanding during the year.  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 income per common share.

 

Following is a reconciliation of the numerator and denominator of Basic EPS to the numerator and denominator of Diluted EPS for all years:

 

 

 

Net Income
(Numerator)

 

Shares
(Denominator)

 

Per Share
Amount

 

December 31, 2003

 

 

 

 

 

 

 

Basic EPS

 

$

5,099

 

14,181

 

$

0.36

 

Effect of options

 

 

155

 

 

 

Diluted EPS

 

$

5,099

 

14,336

 

$

0.36

 

December 31, 2002

 

 

 

 

 

 

 

Basic EPS

 

$

7,064

 

15,844

 

$

0.45

 

Effect of options

 

 

652

 

 

 

Diluted EPS

 

$

7,064

 

16,496

 

$

0.43

 

December 31, 2001

 

 

 

 

 

 

 

Basic EPS

 

$

16,659

 

16,283

 

$

1.02

 

Effect of options

 

 

568

 

 

 

Diluted EPS

 

$

16,659

 

16,851

 

$

0.99

 

 

At December 31, 2003, 2002 and 2001, there were outstanding options to purchase 494, 250 and 494 shares of common stock, respectively, that were not included in the computation of Diluted EPS because the options’ exercise prices were greater than the average market price of the common shares during the year.

 

Stock Options

 

The Company accounts for stock-based compensation plans under Accounting Principles Board Opinion No. 25, under which no compensation cost has been recognized in the accompanying consolidated statements of income for the years ended December 31, 2003, 2002, and 2001.  Had compensation costs been determined consistent with SFAS No. 123, “Accounting for Stock-Based Compensation”, the Company’s net income and earnings per common share would have been reduced to the following pro forma amounts:

 

Year ended December 31

 

 

 

2003

 

2002

 

2001

 

Net Income

 

As reported

 

$

5,099

 

$

7,064

 

$

16,659

 

 

 

Stock option expense

 

(249

)

(870

)

(2,227

)

 

 

Pro forma

 

4,850

 

6,194

 

14,432

 

 

 

 

 

 

 

 

 

 

 

Basic Earnings Per Share

 

As reported

 

$

0.36

 

$

0.45

 

$

1.02

 

 

 

Stock option expense

 

(0.02

)

(0.06

)

(0.13

)

 

 

Pro forma

 

0.34

 

0.39

 

0.89

 

 

 

 

 

 

 

 

 

 

 

Diluted Earnings Per Share

 

As reported

 

$

0.36

 

$

0.43

 

$

0.99

 

 

 

Stock option expense

 

(0.02

)

(0.05

)

(0.13

)

 

 

Pro forma

 

0.34

 

0.38

 

0.86

 

 

26



 

The weighted average fair value of options granted was $8.57, $11.89 and $7.87 for 2003, 2002 and 2001, respectively.  The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants: risk-free interest rate of 3.3 percent in 2003 and 2002 with an expected life of 5 years and 3.0 percent in 2001 with an expected life of 5 years.  The expected dividend yield was approximately 1.4 percent in 2003 and 2002 and 1 percent in 2001, respectively, and expected volatility of 61, 61 and 63 percent in 2003, 2002 and 2001, respectively.  The estimated fair value of options granted is subject to the assumptions made, and if the assumptions were to change, the estimated fair value amounts could be significantly different.

 

Reclassifications

 

Certain reclassifications have been made in the prior years’ consolidated financial statements to conform to the current year presentation.

 

Recent Accounting Pronouncements

 

In November 2002, the FASB issued FASB Interpretation (FIN) No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others – an Interpretation of FASB Statements No. 5, 57, and 107 and Rescission of FASB Interpretation No. 34” (“FIN No. 45”).  FIN No. 45 elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued.  It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee.  The initial recognition and initial measurement provisions of FIN No. 45 are to be applied on a prospective basis to guarantees issued or modified after December 31, 2003.  The disclosure requirements of FIN No. 45 are effective for financial statements of interim or annual periods ended after December 15, 2002.  The adoption of FIN No. 45 did not have an effect on the Company’s results of operations, liquidity, or financial position.

 

In November 2002, the EITF reached a consensus on EITF No. 00-21, “Revenue Arrangements with Multiple Deliverables.” EITF No. 00-21 addresses certain aspects of the accounting by a vendor for arrangements under which the vendor will perform multiple revenue-generating activities.  EITF No. 00-21 is effective for interim periods beginning after June 15, 2003.  The adoption of this statement did not have a material effect on the Company’s results of operations, liquidity, or financial position.

 

In January 2003, the FASB issued FASB Interpretation (FIN) No. 46, “Consolidation of Variable Interest Entities – An Interpretation of ARB No. 51”  (“FIN No. 46”).  FIN No. 46 addresses consolidation and reporting by business enterprises of variable interest entities.  All enterprises with variable interests in variable interest entities created after January 31, 2003 apply the provisions of FIN No. 46 to those entities immediately.  A public entity with a variable interest in a variable interest entity created before February 1, 2003 applies the provisions of FIN No. 46 to that entity no later than the beginning of the first interim or annual reporting period beginning after June 15, 2003.  In addition, FIN No. 46R delayed the effective date for application of FIN No. 46 by public companies, until periods ending after March 15, 2004 for all types of variable interest entities other than special-purpose entities.  The adoption of FIN No. 46 is not expected to have an effect on our results of operations, liquidity, or financial position.

 

In April 2003, the FASB issued Statement of Financial Accounting Standards No. 149 (“SFAS No. 149”), Amendment of Statement 133 on Derivative Instruments and Hedging Activities. SFAS No. 149 amends and clarifies financial accounting and reporting for derivative instruments and for hedging activities under Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities.  The adoption SFAS No. 149 in the fourth quarter of 2003 did not have a material impact on the Company’s results of operations, liquidity, or financial position.

 

27



 

In May 2003, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity.” SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both debt and equity.  The provisions of SFAS No. 150 apply to the classification and disclosure requirements for the following three types of financial instruments:  Mandatorily Redeemable Instruments, Instruments with Repurchase Obligations, and Instruments with Obligations to Issue a Variable Number of Securities.  The new reporting and disclosure requirements for SFAS No. 150 became effective for the first interim period beginning after June 15, 2003 or for any covered instruments entered into or modified subsequent to May 31, 2003, and the Company adopted SFAS No. 150 on July 1, 2003.  The adoption of SFAS No. 150 did not have an effect on the Company’s results of operations, liquidity, or financial position.

 

 

NOTE 2: DISPOSITIONS

 

On August 1, 2002, the Company sold the assets of Comercializadora Nature’s Sunshine Chile LTDA., a wholly owned subsidiary of Nature’s Sunshine Products, Inc. with operations in Chile, for an $83 note receivable.  The $83 note receivable for the assets sold under the terms of the agreement is due over a two-year period and bears interest at a rate of 5 percent, which represented a marked rate of interest at the origination date of the note. The assets sold are collateral for the note receivable.

 

On December 31, 2001, the Company sold the assets of Nature’s Sunshine Products S.A., a wholly owned subsidiary of Nature’s Sunshine Products, Inc. with operations in Argentina, for a $120 note receivable.  The $120 note receivable for the assets sold under the terms of the agreement is due over a five-year period in equal monthly installments and bears interest at a rate of 5 percent, which represented a marked rate of interest at the origination date of the note.  The assets sold are collateral for the note receivable.

 

NOTE 3: INVENTORIES

 

The composition of inventories is as follows:

 

As of December 31

 

2003

 

2002

 

Raw materials

 

$

6,940

 

$

6,741

 

Work in process

 

914

 

822

 

Finished goods

 

18,674

 

18,897

 

 

 

$

26,528

 

$

26,460

 

 

NOTE 4: PROPERTY, PLANT AND EQUIPMENT

 

The composition of property, plant and equipment is as follows:

 

As of December 31

 

2003

 

2002

 

Buildings and improvements

 

$

27,101

 

$

27,182

 

Machinery and equipment

 

19,156

 

17,520

 

Furniture and fixtures

 

18,752

 

20,701

 

 

 

65,009

 

65,403

 

Accumulated depreciation and amortization

 

(33,921

)

(32,031

)

Land

 

1,230

 

1,249

 

 

 

$

32,318

 

$

34,621

 

 

28



 

NOTE 5: INTANGIBLE ASSETS

 

On January 1, 2002 the Company adopted SFAS No. 142.  In connection with the adoption of SFAS No. 142, the Company reassessed the useful lives and classification of its intangible assets.  The Company determined that $3,213 of previously identified goodwill should be classified as an acquired distributor network and should continue to be amortized over a 10-year period using the straight-line method.  The Company has determined that none of its intangible assets are impaired.  Because all of the Company’s intangible assets are definite-lived and continue to be amortized over the same useful lives as those prior to the adoption of SFAS No. 142, there is no impact on operations.  Therefore, no reconciliation of reported net income to adjusted net income is presented.

 

The composition of intangible assets, all of which are definite-lived, is as follows:

 

 

 

As of December 31, 2003

 

As of December 31, 2002

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Carrying
Amount

 

Accumulated
Amortization

 

Net

 

Carrying
Amount

 

Accumulated
Amortization

 

Net

 

Acquired Distributor Networks

 

$

3,213

 

$

1,119

 

$

2,094

 

$

4,503

 

$

1,701

 

$

2,802

 

Patents and Trademarks

 

 

 

 

464

 

309

 

155

 

Product Registrations

 

 

 

 

293

 

200

 

93

 

Total

 

$

3,213

 

$

1,119

 

$

2,094

 

$

5,260

 

$

2,210

 

$

3,050

 

 

Amortization expense for intangible assets for the years ended December 31, 2003, 2002 and 2001 was $953, $1,759 and $1,384, respectively.  Estimated amortization expense for the five succeeding fiscal years is as follows:

 

 

 

Estimated
Amortization
Expense

 

2004

 

$

336

 

2005

 

299

 

2006

 

299

 

2007

 

299

 

2008

 

299

 

Thereafter

 

562

 

 

 

$

2,094

 

 

29



 

NOTE 6: INVESTMENTS

 

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

 

As of December 31, 2003

 

Amortized
Cost

 

Gross
Unrealized
Gains

 

Gross
Unrealized
Losses

 

Market
Value

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

Municipal obligations

 

$

3,844

 

$

1

 

$

 

$

3,845

 

Total cash equivalents

 

3,844

 

1

 

 

3,845

 

Long-term investments:

 

 

 

 

 

 

 

 

 

Municipal obligations

 

3,697

 

158

 

 

3,855

 

Equity securities

 

212

 

116

 

 

328

 

Total long-term investments

 

3,909

 

274

 

 

4,183

 

Total available-for-sale securities

 

$

7,753

 

$

275

 

$

 

$

8,028

 

 

As of December 31, 2002

 

Amortized
Cost

 

Gross
Unrealized
Gains

 

Gross

Unrealized
Losses

 

Market
Value

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

Municipal obligations

 

$

3,191

 

$

1

 

$

 

$

3,192

 

Total cash equivalents

 

3,191

 

1

 

 

3,192

 

Long-term investments:

 

 

 

 

 

 

 

 

 

Municipal obligations

 

6,411

 

234

 

 

6,645

 

Equity securities

 

2,572

 

128

 

(441

)

2,259

 

Total long-term investments

 

8,983

 

362

 

(441

)

8,904

 

Total available-for-sale securities

 

$

12,174

 

$

363

 

$

(441

)

$

12,096

 

 

Contractual maturities of long-term debt securities at market value at December 31, 2003, are as follows:

 

Mature after one year through five years

 

$

3,744

 

Mature after five years

 

111

 

Total long-term investments

 

$

3,855

 

 

During 2003, 2002 and 2001, the proceeds from the sales of available-for-sale securities were $198, $780 and  $1,721, respectively.  The gross realized gains on sales of available-for-sale securities were $152, $69 and $99 for the years ended December 31, 2003, 2002 and 2001, respectively.  The gross realized losses on the sales of available-for-sale securities were $98, $71 and $106 for the years ended December 31, 2003, 2002 and 2001, respectively.

 

The Company’s long-term and short-term trading securities portfolio totaled $2,424 and $1,485 at December 31, 2003 and 2002, respectively, and generated losses of $1,378 and $544, respectively.

 

In November 2003, the EITF issued disclosure requirements about temporarily impaired investments.  The disclosure requirements apply to debt and marketable equity securities that are accounted for under SFAS No. 115.  As of December 31, 2003, the Company had no unrealized losses.

 

30



 

NOTE 7: LINE OF CREDIT

 

During 2002 the Company entered into an operating line of credit with an interest rate equal to LIBOR (1.50 percent as of December 31, 2003) + 1.5 percent, which provides for borrowings of up to $15.0 million.  Borrowings under this line of credit may be used to repurchase shares of the Company’s outstanding common stock under its Board-authorized repurchase program as well as to fund working capital, capital expenditures and related costs.  The line of credit is unsecured and matures July 1, 2004.  The outstanding borrowings under this line of credit at December 31, 2003 totaled $5,000.  The weighted average amount of borrowings outstanding on this line of credit during 2003 and 2002 was $8,250 and $1,375, respectively.  The line of credit contains other terms and conditions as well as affirmative and negative financial covenants.  This line of credit was repaid in February 2004.

 

NOTE 8: ACCUMULATED OTHER COMPREHENSIVE LOSS

 

The composition of accumulated other comprehensive loss, net of tax, is as follows:

 

 

 

Foreign Currency
Translation
Adjustments

 

Net Unrealized
Gains (Losses) On Available-For-Sale
Securities

 

Total
Accumulated Other Comprehensive Loss

 

Balance as of December 31, 2000

 

$

(11,710

)

$

203

 

$

(11,507

)

Period Change, net of tax of 532

 

(1,448

)

(853

)

(2,301

)

Balance as of December 31, 2001

 

(13,158

)

(650

)

(13,808

)

Period Change, net of tax of (382)

 

(4,120

)

598

 

(3,522

)

Balance as of December 31, 2002

 

(17,278

)

(52

)

(17,330

)

Period Change, net of tax of (133)

 

(1,150

)

221

 

(929

)

Balance as of December 31, 2003

 

$

(18,428

)

$

169

 

$

(18,259

)

 

NOTE 9: INCOME TAXES

 

The domestic and foreign components of income before provision for income taxes are as follows:

 

Year Ended December 31

 

2003

 

2002

 

2001

 

Domestic

 

$

(5,026

)

$

(2,263

)

$

14,594

 

Foreign

 

12,258

 

12,959

 

10,739

 

Total

 

$

7,232

 

$

10,696

 

$

25,333

 

 

The provision (benefit) for income taxes consists of the following:

 

Year Ended December 31

 

2003

 

2002

 

2001

 

Current:

 

 

 

 

 

 

 

Federal

 

$

2,500

 

$

799

 

$

3,531

 

State

 

249

 

472

 

975

 

Foreign

 

3,374

 

5,402

 

4,776

 

 

 

6,123

 

6,673

 

9,282

 

Deferred:

 

 

 

 

 

 

 

Federal

 

(4,098

)

(1,954

)

(1,385

)

State

 

(50

)

12

 

(38

)

Foreign

 

158

 

(1,099

)

815

 

 

 

(3,990

)

(3,041

)

(608

)

Total provision for income taxes

 

$

2,133

 

$

3,632

 

$

8,674

 

 

31



 

The income tax benefits associated with the nonqualified stock option plan decreased the income taxes payable by $189, $628 and $226 in 2003, 2002 and 2001, respectively.  These benefits were recorded as an increase to common stock.

 

The provision for income taxes, as a percentage of income before provision for income taxes, differs from the statutory U.S. federal income tax rate due to the following:

 

Year Ended December 31

 

2003

 

2002

 

2001

 

Statutory U.S. federal income tax rate

 

35.0

%

35.0

%

35.0

%

State income taxes, net of U.S. federal income tax benefit

 

(2.5

)

(0.8

)

2.1

 

Net effect of foreign taxes

 

1.2

 

4.3

 

(0.8

)

Valuation allowance change related to operations

 

(3.3

)

1.4

 

7.6

 

Write-off of subsidiary investments

 

 

(5.3

)

(8.1

)

Other

 

(0.9

)

(0.6

)

(1.6

)

Effective income tax rate

 

29.5

%

34.0

%

34.2

%

 

The significant components of the deferred income tax assets and liabilities are as follows:

 

Year Ended December 31

 

2003

 

2002

 

Deferred income tax assets:

 

 

 

 

 

Inventory

 

$

1,064

 

$

832

 

Accrued liabilities

 

1,841

 

1,621

 

Impaired investments

 

1,454

 

772

 

State income taxes

 

87

 

165

 

Foreign tax credits

 

4,888

 

1,749

 

AMT carry forward

 

201

 

 

Deferred compensation

 

918

 

783

 

Amortization of intangibles

 

629

 

445

 

Bad debts

 

1,230

 

1,111

 

Net operating losses

 

2,442

 

1,686

 

Other

 

(155

)

31

 

Valuation allowance

 

(3,350

)

(2,290

)

Total deferred income tax assets

 

11,249

 

6,905

 

 

Year Ended December 31

 

2003

 

2002

 

Deferred income tax liabilities:

 

 

 

 

 

Accelerated depreciation

 

(1,515

)

(1,501

)

Other

 

(823

)

(483

)

Total deferred income tax liabilities

 

(2,338

)

(1,984

)

Net deferred income tax assets

 

$

8,911

 

$

4,921

 

 

Management has provided a valuation allowance of $3,350 and $2,290 for 2003 and 2002, respectively, for certain international subsidiaries deferred income tax assets for which management does not believe it is more likely than not that they will be realized in accordance with SFAS No. 109.  During 2003, the Company reviewed its foreign tax positions and increased its foreign net operating loss carryforwards and other deferred tax assets and its corresponding valuation allowances by approximately $1,100.

 

At December 31, 2003, the Company had available net operating losses for foreign income tax purposes of $5,998.  Generally, the tax net operating losses will expire at various dates from 2004 through 2008.  The Company has approximately $4,888 of foreign tax credits, which begin to expire in 2007.

 

32



 

NOTE 10: CAPITAL TRANSACTIONS

 

Treasury Stock

 

During 2003, 2002 and 2001, the Company repurchased 1,326, 1,532 and 303 shares of common stock for a total of $11,796, $16,877 and $2,705, respectively. As of December 31, 2003, the Company has no current Board authorization to purchase additional common shares on the open market.

 

Stock Options

 

The Company maintains a stock option plan, which provides for the granting or awarding of certain nonqualified stock options to officers, directors and employees.  The term, not to exceed 10 years, and the vesting and exercise period of each stock option awarded under the plan are determined by the Company’s Board of Directors.  All grants were made at the quoted fair market value of the stock at the date of grant.  At December 31, 2003, the Company had approximately 196 shares available to be granted under the plan.  At December 31, 2003, the Company had reserved approximately 3,111 treasury shares to accommodate the exercise of outstanding options.

 

Stock option activity for 2003, 2002 and 2001 consisted of the following:

 

 

Number of
Shares

 

Weighted Average Exercise
Price Per Share

 

Options outstanding at December 31, 2000

 

3,498

 

$

8.67

 

Issued

 

1,028

 

7.87

 

Forfeited or canceled

 

(570

)

11.65

 

Exercised

 

(133

)

7.74

 

Options outstanding at December 31, 2001

 

3,823

 

8.04

 

Issued

 

130

 

11.89

 

Forfeited or canceled

 

(30

)

8.89

 

Exercised

 

(395

)

7.33

 

Options outstanding at December 31, 2002

 

3,528

 

8.26

 

Issued

 

66

 

8.57

 

Forfeited or canceled

 

(113

)

10.72

 

Exercised

 

(370

)

7.41

 

Options outstanding at December 31, 2003

 

3,111

 

$

8.28

 

 

Shares related to the exercise of stock options were issued from treasury stock during 2003, 2002 and 2001.  Options for 2,915, 2,952 and 2,008 shares of common stock with weighted average exercise prices of $8.19, $8.12 and $8.19, were exercisable on December 31, 2003, 2002 and 2001, respectively.

 

The following table summarizes information about options outstanding and options exercisable at December 31, 2003.

 

 

 

Options Outstanding

 

Options Exercisable

 

Range of Option
Prices Per Share

 

Shares
Outstanding

 

Weighted-Avg.
Remaining
Contractual Life

 

Weighted-Avg.
Exercise Price
Per Share

 

Shares
Exercisable

 

Weight-Avg.
Exercise Price
Per Share

 

$6.50 to $9.97

 

2,849

 

2.4 years

 

$

7.90

 

2,720

 

$

7.87

 

$10.00 to $16.88

 

262

 

5.7 years

 

12.33

 

195

 

12.63

 

$6.50 to $16.88

 

3,111

 

2.6 years

 

8.28

 

2,915

 

8.19

 

 

33



 

NOTE 11: EMPLOYEE BENEFIT PLANS

 

Deferred Compensation Plans

 

The Company sponsors a qualified deferred compensation plan, which qualifies under Section 401(k) of the Internal Revenue Code.  The Company makes matching contributions of 100 percent of employee contributions up to a maximum of five percent of the employee’s compensation.  The Company’s contributions to the plan vest after a period of three years.  During 2003, 2002 and 2001, the Company contributed to the plan approximately $902, $894 and $743, respectively.

 

The Company provides a nonqualified deferred compensation plan for its officers and certain key employees.  Under this plan, participants may defer up to 100 percent of their annual salary and bonus (less the participant’s share of employment taxes).  The deferrals become an obligation owed to the participant by the Company under the plan.  At the end of each year and at other times provided under the plan, the Company adjusts its obligation to a participant by the investment return or loss on the funds selected by the participant under rules established in the plan.  The plan is not qualified under Section 401 of the Internal Revenue Code.  Upon separation of the participant from the service of the Company, the obligation owed to the participant under the plan will be paid over a period of either three or five years (and will continue to be adjusted by the applicable investment return or loss during the period of pay-out).  At December 31, 2003 and 2002, the amounts payable under the plan are valued at the fair market value of the related assets and total $2,233and $1,485, respectively.

 

Management and Employee Bonus Plan

 

The Company has a bonus plan that provides for participants to receive payments based upon the achievement of specified annual increases in net sales revenue and operating income as set by the Board of Directors as well as individual objectives. The expense related to the bonus plan was approximately $2,364, $2,277 and $1,454 for 2003, 2002 and 2001, respectively, and was included in accrued liabilities at year-end. All United States employees as well as key international employees participate in the bonus plan.

 

NOTE 12: IMPAIRMENT OF INVESTMENTS

 

During 2001, the Company’s wholly owned subsidiary, Innovative Botanical Solutions, Inc., entered into an exclusive agreement with Cetalon Corporation to manufacture a proprietary line of Cetalon-branded herbs and vitamins.  Additionally, Innovative Botanical Solutions, Inc., purchased approximately $2,000 in Cetalon common stock.  This investment was recorded using the cost method, carried at the lower of cost or fair market value and classified as available for sale.  A loan of $1,000 with a market rate of interest was also provided to Cetalon Corporation, and in connection therewith, Innovative Botanical Solutions, Inc., obtained an option to purchase additional shares of Cetalon common stock.  Two officers of the Company were members of the Board of Directors of Cetalon for a period of time between May 2001 and January 2002.  These officers were not compensated for serving in this capacity and resigned in January 2002, one having served for seven months and the other having served for three months.  During the three months ended March 31, 2002, it was determined that the investment and loan to Cetalon Corporation were impaired.  Accordingly, the Company wrote off its entire investment of $3,000 in Cetalon.

 

During 2003, the Company recorded an impairment on in its equity investment in HealtheTech, Inc., a publicly traded company.  Management determined that the impairment was an other-than-temporary decline in value and wrote down the investment to its quoted market value.  As a result, the Company recorded an impairment loss of $1,768 in other expense during 2003.  Subsequently, the Company has accounted for this investment as a trading security and has recorded additional losses totaling $40 through December 31, 2003.

 

34



 

NOTE 13: COMMITMENTS AND CONTINGENCIES

 

The Company leases certain facilities and equipment used in its operations and accounts for leases with escalatory payments using the straight-line method. The Company incurred expenses of approximately $3,754, $4,044 and $3,883 in connection with operating leases during 2003, 2002 and 2001, respectively. The approximate aggregate commitments under non-cancelable operating leases in effect at December 31, 2003, were as follows:

 

Year Ending December 31

 

 

 

2004

 

$

3,255

 

2005

 

1,888

 

2006

 

1,187

 

2007

 

685

 

2008

 

171

 

Thereafter

 

289

 

 

 

$

7,475

 

 

The Company is a defendant in various lawsuits which are incidental to the Company’s business. Management, after consultation with legal counsel, believes that any liability as a result of these matters will not have a material adverse effect upon the Company’s results of operations, liquidity, or financial position.

 

Similar to other manufacturers and distributors of products that are ingested, we face an inherent risk of exposure to product liability claims in the event that, among other things, the use of our products results in injury.  As a result of increased regulatory scrutiny of products that contain ephedrine alkaloids and kava, we have not been able to obtain product liability insurance covering such products.  Effective April 12, 2004 we will comply with the U.S. Food and Drug Administrations ban on the ingredient ephedra. Currently, less than 2 percent of our products contain some amount of ephedrine alkaloids and kava.  We carry insurance in the types and amounts we consider reasonably adequate to cover the risks associated with our business. On June 1, 2003, we established a wholly owned captive insurance company to provide us with product liability insurance coverage.  We have accrued an amount using the assistance of a third party actuary that we believe is sufficient to cover probable and reasonably estimable liabilities related to product liability claims based on our history of such claims.  However, there can be no assurance that these estimates will prove to be sufficient nor can there be any assurance that the ultimate outcome of any litigation for product liability will not have a material negative impact on our financial position, results of operations, or liquidity.

 

We self-insure for certain employee medical and product liabilities. The recorded liabilities for self-insured risks are calculated using actuarial methods and are not discounted. The liabilities include amounts for actual claims and claims incurred but not reported.  Actual experience, including claim frequency and severity as well as health care inflation, could result in actual liabilities being more or less than the amounts currently recorded.

 

35



 

NOTE 14: OPERATING SEGMENT AND INTERNATIONAL OPERATION INFORMATION

 

The Company has five operating segments.  These operating segments are components of the Company for which separate information is available that is evaluated regularly by management in deciding how to allocate resources and in assessing performance. The Company evaluates performance based on operating income (loss).

 

The Company has four operating segments based on geographic operations and include a United States segment and three international segments (Latin America, Asia Pacific and other regions) that operate under the Nature’s Sunshine Products name.  The Company’s fifth operating segment operates under the Synergy Worldwide name.  The segments have similar business characteristics and each offers similar products through similar methods of distribution as described in Note 1.  The accounting policies of the segments are the same as those described in the summary of significant accounting policies in Note 1.  Inter-segment sales, eliminated in consolidation, are not material. The Company evaluates performance based on operating income (loss) by geographic segment before consideration of certain intersegment transfers and expenses.

 

36



 

Operating segment information for the years ended December 31, 2003, 2002 and 2001 is as follows:

 

Year Ended December 31

 

2003

 

2002

 

2001*

 

 

 

 

 

(As Restated,
See Note 1)

 

 

 

Sales Revenue:

 

 

 

 

 

 

 

Nature’s Sunshine Products:

 

 

 

 

 

 

 

United States

 

$

141,624

 

$

145,995

 

$

144,488

 

International:

 

 

 

 

 

 

 

Latin America

 

51,768

 

56,091

 

65,430

 

Asia Pacific

 

17,439

 

26,800

 

37,478

 

Other

 

32,266

 

24,526

 

21,927

 

 

 

243,097

 

253,412

 

269,323

 

Synergy Worldwide:

 

15,111

 

6,073

 

7,524

 

 

 

258,208

 

259,485

 

276,847

 

Operating Expenses:

 

 

 

 

 

 

 

Nature’s Sunshine Products:

 

 

 

 

 

 

 

United States

 

134,234

 

136,592

 

126,893

 

International:

 

 

 

 

 

 

 

Latin America

 

48,337

 

51,409

 

61,957

 

Asia Pacific

 

22,303

 

28,534

 

33,619

 

Other

 

29,898

 

22,628

 

20,823

 

 

 

234,772

 

239,163

 

243,292

 

Synergy Worldwide

 

15,730

 

8,654

 

9,657

 

 

 

250,502

 

247,817

 

252,949

 

Operating Income (Loss):

 

 

 

 

 

 

 

Nature’s Sunshine Products:

 

 

 

 

 

 

 

United States

 

7,390

 

9,403

 

17,595

 

International:

 

 

 

 

 

 

 

Latin America

 

3,431

 

4,682

 

3,473

 

Asia Pacific

 

(4,864

)

(1,734

)

3,859

 

Other

 

2,368

 

1,898

 

1,104

 

 

 

8,325

 

14,249

 

26,031

 

Synergy Worldwide

 

(619

)

(2,581

)

(2,133

)

 

 

7,706

 

11,668

 

23,898

 

Unallocated Amounts

 

 

 

 

 

 

 

Other Income (Expense)

 

(474

)

(972

)

1,435

 

Income Before Provision for Income Taxes

 

$

7,232

 

$

10,696

 

$

25,333

 

 


*As reclassified, see Note 1

 

37



 

Year Ended December 31

 

2003

 

2002

 

2001

 

Capital Expenditures:

 

 

 

 

 

 

 

Nature’s Sunshine Products:

 

 

 

 

 

 

 

United States

 

$

2,436

 

$

4,274

 

$

13,554

 

International:

 

 

 

 

 

 

 

Latin America

 

566

 

952

 

606

 

Asia Pacific

 

195

 

797

 

994

 

Other

 

124

 

37

 

145

 

 

 

3,321

 

6,060

 

15,299

 

Synergy Worldwide

 

381

 

16

 

192

 

 

 

$

3,702

 

$

6,076

 

$

15,491

 

Depreciation and Amortization:

 

 

 

 

 

 

 

Nature’s Sunshine Products:

 

 

 

 

 

 

 

United States

 

$

4,244

 

$

4,608

 

$

4,250

 

International:

 

 

 

 

 

 

 

Latin America

 

782

 

2,264

 

1,118

 

Asia Pacific

 

584

 

601

 

616

 

Other

 

192

 

184

 

270

 

 

 

5,802

 

7,657

 

6,254

 

Synergy Worldwide

 

586

 

641

 

573

 

 

 

$

6,388

 

$

8,298

 

$

6,827

 

 

As of December 31

 

2003

 

2002

 

Assets:

 

 

 

 

 

Nature’s Sunshine Products

 

 

 

 

 

United States

 

$

79,840

 

$

81,424

 

International:

 

 

 

 

 

Latin America

 

27,358

 

26,447

 

Asia Pacific

 

7,720

 

8,565

 

Other

 

4,737

 

4,092

 

 

 

119,655

 

120,528

 

Synergy Worldwide

 

5,903

 

3,306

 

Total Assets

 

$

125,558

 

$

123,834

 

 

38



 

From an individual country perspective, only the United States comprises 10 percent or more of consolidated net sales revenue for the years ended December 31, 2003, 2002 and 2001 as follows:

 

Year Ended December 31

 

2003

 

2002

 

2001*

 

 

 

 

 

(As Restated,
See Note 1)

 

 

 

Sales Revenue:

 

 

 

 

 

 

 

United States

 

$

141,624

 

$

145,995

 

$

144,488

 

Other

 

116,584

 

113,490

 

132,359

 

 

 

$

258,208

 

$

259,485

 

$

276,847

 

 


*As reclassified, see Note l

 

From an individual country perspective, only the United States comprises 10 percent or more of consolidated long-lived assets, consisting of property, plant and equipment and intangible assets as follows:

 

As of December 31

 

2003

 

2002

 

Long-Lived Assets

 

 

 

 

 

United States

 

$

26,145

 

$

28,679

 

Other

 

8,267

 

8,992

 

 

 

$

34,412

 

$

37,671

 

 

NOTE 15: Subsequent Events

 

On March 1, 2004, the Company declared a cash dividend of 5 cents per common share to shareholders of record on March 11, 2004.

 

NOTE 16: SUMMARY OF QUARTERLY OPERATIONS AS RESTATED (SEE NOTE 1) – UNAUDITED

 

 

 

Net Sales
Revenue
(As Restated)

 

Cost of
Goods
Sold

 

Volume
Incentives
(As Restated)

 

Selling,
General
 & Admin.

 

Operating
Income

 

Other
Income
(Expense)

 

Income
(Loss)

Before
Income
Taxes

 

Net
Income
(Loss)

 

Basic Net
Income (Loss)
Per Share

 

Diluted Net
Income
(Loss)
Per Share

 

2003

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First Qtr

 

$

62,663

 

$

13,014

 

$

22,622

 

$

24,812

 

$

2,215

 

$

293

 

$

2,508

 

$

1,604

 

$

0.11

 

$

0.11

 

Second Qtr

 

63,592

 

12,912

 

22,803

 

25,145

 

2,732

 

(1,228

)

1,504

 

1,125

 

0.08

 

0.08

 

Third Qtr

 

63,470

 

13,228

 

23,503

 

27,787

 

(1,048

)

220

 

(828

)

(564

)

(0.04

)

(0.04

)

Fourth Qtr

 

68,483

 

12,773

 

24,982

 

26,921

 

3,807

 

241

 

4,048

 

2,934

 

0.21

 

0.21

 

 

 

$

258,208

 

$

51,927

 

$

93,910

 

$

104,665

 

$

7,706

 

$

(474

)

$

7,232

 

$

5,099

 

$

0.36

 

$

0.36

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2002

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First Qtr

 

$

65,893

 

$

13,615

 

$

23,408

 

$

27,087

 

$

1,783

 

$

(2,272

)

$

(489

)

$

(888

)

$

(0.05

)

$

(0.05

)

Second Qtr

 

67,683

 

13,704

 

24,193

 

25,912

 

3,874

 

1,434

 

5,308

 

3,019

 

0.18

 

0.18

 

Third Qtr

 

64,070

 

13,659

 

22,659

 

23,821

 

3,931

 

(186

)

3,745

 

3,478

 

0.22

 

0.21

 

Fourth Qtr

 

61,839

 

12,339

 

22,666

 

24,754

 

2,080

 

52

 

2,132

 

1,455

 

0.10

 

0.09

 

 

 

$

259,485

 

$

53,317

 

$

92,926

 

$

101,574

 

$

11,668

 

$

(972

)

$

10,696

 

$

7,064

 

$

0.45

 

$

0.43

 

 

Earnings per share are computed independently for each of the quarters presented.  Therefore, the sum of the quarterly earnings per share may not equal the total computed for the year.

 

Net sales revenue and volume incentives have been reduced by the same amounts due to the reclassification of the rebate portion of volume incentive as a reduction in revenue (See Note 1).

 

39



 

Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

 

On July 12, 2002, Nature’s Sunshine Products, Inc. filed a Current Report on Form 8-K reporting that on July 8, 2002, the Board of Directors determined not to renew the engagement of Arthur Andersen LLP and retained KPMG LLP as the Company’s independent auditors with respect to the audit of Nature’s Sunshine Products Consolidated Financial Statements for its fiscal year ended December 31, 2002.

 

Item 9A.  Controls and Procedures

 

Our Chief Executive Officer and Chief Financial Officer, after conducting an evaluation, together with other members of the Company’s management, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report, have concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in its reports filed or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC. There were no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to that evaluation, and there were no significant deficiencies or material weaknesses in such controls requiring corrective actions.

 

PART III

 

Item 10. Directors and Executive Officers of the Registrant

 

Information called for by Item 10 is omitted because the Company intends to file with the Securities and Exchange Commission, not later than 120 days after the close of the fiscal year ended December 31, 2003, a definitive Proxy Statement pursuant to Regulation 14A of the Commission.

 

Item 11. Executive Compensation

 

Information called for by Item 11 is omitted because the Company intends to file with the Securities and Exchange Commission, not later than 120 days after the close of the fiscal year ended December 31, 2003, a definitive Proxy Statement pursuant to Regulation 14A of the Commission.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management

 

Information called for by Item 12 is omitted because the Company intends to file with the Securities and Exchange Commission, not later than 120 days after the close of the fiscal year ended December 31, 2003, a definitive Proxy Statement pursuant to Regulation 14A of the Commission.

 

Item 13. Certain Relationships and Related Transactions

 

Information called for by Item 13 is omitted because the Company intends to file with the Securities and Exchange Commission, not later than 120 days after the close of the fiscal year ended December 31, 2003, a definitive Proxy Statement pursuant to Regulation 14A of the Commission.

 

40



 

PART IV

 

Item 14. Principal Accountant Fees and Services.

 

Information called for by Item 14 is omitted because the Company intends to file with the Securities and Exchange Commission, not later than 120 days after the close of the fiscal year ended December 31, 2003, a definitive Proxy Statement pursuant to Regulation 14A of the Commission.

 

Item 15. Financial Statement Schedules, Exhibits and Reports on Form 8-K

 

(a)(1)  List of Financial Statements

 

The following are filed as part of this Report:

 

Independent Auditors’ Reports

 

Consolidated balance sheets as of December 31, 2003 and 2002.

 

Consolidated statements of income and comprehensive income for the years ended December 31, 2003, 2002 and 2001.

 

Consolidated statements of shareholders’ equity for the years ended December 31, 2003, 2002 and 2001.

 

Consolidated statements of cash flows for the years ended December 31, 2003, 2002 and 2001.

 

Notes to Consolidated Financial Statements

 

(a)(2)  List of Financial Statement Schedules

 

Independent Auditors’ Reports on Consolidated Financial Statement Schedule.

 

Schedule II - Valuation and Qualifying Accounts.

 

Financial statement schedules other than the one listed are omitted for the reason that they are not required or are not applicable, or the required information is shown in the financial statements or notes thereto, or contained in this Report.

 

41



 

(a)(3)  List of Exhibits

 

3.1(1) -

 

Restated Articles of Incorporation

 

 

 

3.2(2) -

 

By-laws, as amended

 

 

 

10.2(3) -

 

Form of Employment Agreement between the Registrant and its executive officers together with a schedule identifying the agreements omitted and setting forth the material differences between the filed agreement and the omitted agreements

 

 

 

10.3(4) -

 

1995 Stock Option Plan

 

 

 

10.4(4) -

 

Form of Stock Option Agreement (1995 Stock Option Plan)

 

 

 

10.5(5) -

 

1998 Employee Incentive Compensation Plan

 

 

 

10.6(6) -

 

Supplemental Elective Deferral Plan

 

 

 

10.7(6) -

 

Executive Loan Program

 

 

 

21 -

 

List of Subsidiaries of Registrant

 

 

 

23.1 -

 

Consent of Independent Auditors (KPMG LLP)

 

 

 

23.2 -

 

Consent of Independent Public Accountants (Arthur Andersen LLP)

 

 

 

23.3 -

 

Report of Independent Public Accountants (Lara Marambio & Asociados)

 

 

 

23.4 -

 

Consent of Independent Public Accountants (Lara Marambio & Asociados)

 

 

 

23.5 -

 

Report of Independent Public Accountants (Daesung Accounting Corporation)

 

 

 

23.6 -

 

Consent of Independent Public Accountants (Daesung Accounting Corporation)

 

 

 

31.1

 

Certification of Chief Executive Officer

 

 

 

31.2

 

Certification of Chief Financial Officer

 

 

 

32.1

 

Certification of Chief Executive Officer

 

 

 

32.2

 

Certification of Chief Financial Officer

 


(1)     Previously filed with the Commission as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 1988 and is incorporated herein by reference.

 

(2)     Previously filed with the Commission as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 1985 and is incorporated herein by reference.

 

(3)     Previously filed with the Commission as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 1994 and is incorporated herein by reference.

 

(4)     Previously filed with the Commission as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 1995 and is incorporated herein by reference.

 

42



 

(5)     Previously filed with the Commission as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 1997 and is incorporated herein by reference.

 

(6)     Previously filed with the Commission as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 1998 and is incorporated herein by reference.

 

(b)                 Reports on Form 8-K

 

The Registrant filed the following Current Reports on Form 8-K during the last quarter of the period covered by this report:.

a.        On October 31, 2003, the Registrant filed a Form 8-K with respect to its quarterly cash dividend and its third quarter 2003 operating results.

b.       On November 13, 2003, the Registrant filed a Form 8-K to report the resignation of its Chief Executive Officer, Daniel P. Howells.

c.        On November 25, 3004, the Registrant filed a Form 8-K regarding the appointment of Douglas Faggioli as President and Chief Executive Officer.

 

(c)                 Exhibits

 

Exhibits required to be filed in respect to this paragraph of Item 14 are listed above in subparagraph (a)(3).

 

(d)                 Financial Statement Schedules

 

See subparagraph (a)(2) above.

 

43



 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

Nature’s Sunshine Products, Inc.

(Registrant)

 

Date:  March 15, 2004

By:

/s/Douglas Faggioli

 

 

 

Douglas Faggioli, President, C.E.O. and Director

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

/s/

Douglas Faggioli

 

President, Chief Executive Officer and Director

 

March 15, 2004

 

Douglas Faggioli

 

 

 

 

 

 

 

 

/s/

Craig D. Huff

 

Vice President of Finance, Treasurer,

 

March 15, 2004

 

Craig D. Huff

Chief Financial Officer, Chief Accounting Officer

 

 

 

 

 

 

 

/s/

Kristine F. Hughes

 

Chairman of the Board and Director

 

March 15, 2004

 

Kristine F. Hughes

 

 

 

 

 

 

 

 

/s/

Eugene L. Hughes

 

Director

 

March 15, 2004

 

Eugene L. Hughes

 

 

 

 

 

 

 

 

/s/

Pauline T. Hughes

 

Director

 

March 15, 2004

 

Pauline T. Hughes

 

 

 

 

 

 

 

 

/s/

Richard Hinckley

 

Director

 

March 15, 2004

 

Richard Hinckley

 

 

 

 

44



 

INDEPENDENT AUDITORS’ REPORT ON

CONSOLIDATED FINANCIAL STATEMENT SCHEDULE

 

The Board of Directors and Shareholders

Nature’s Sunshine Products, Inc.:

 

Under date of March 13, 2004, we reported on the consolidated balance sheets of Nature’s Sunshine Products, Inc. and subsidiaries as of December 31, 2003 and 2002 (as restated), and the related consolidated statements of income and comprehensive income, shareholders’ equity, and cash flows for the years then ended, which are included in the Nature’s Sunshine Products, Inc. Annual Report on Form 10-K for the year ended December 31, 2003.  In connection with our audits of the aforementioned consolidated financial statements, we also audited the related consolidated financial statement schedule, as it relates to the years ended December 31, 2003 and 2002 included in the Annual Report on Form 10-K of Nature’s Sunshine Products, Inc.  The consolidated financial statement schedule is the responsibility of the Company’s management.  Our responsibility is to express an opinion on the 2003 and 2002 information included in the consolidated financial statement schedule based on our audits.

 

In our opinion, based on our audits and the report of other auditors, the 2003 and 2002 information included in the consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

 

/s/ KPMG LLP

 

 

Salt Lake City, Utah

March 13, 2004

 

45



 

The following is a copy of the audit report previously issued by Arthur Andersen LLP in connection with the Company’s consolidated financial statement schedule as of December 31, 2001 and for each of the years in the three-year period ended December 31, 2001.  Arthur Andersen LLP has not reissued this audit report since Arthur Andersen LLP has ceased operations.

 

 

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

ON CONSOLIDATED FINANCIAL STATEMENT SCHEDULE

 

 

To Nature’s Sunshine Products, Inc.:

 

We have audited in accordance with auditing standards generally accepted in the United States, the consolidated financial statements of Nature’s Sunshine Products, Inc. and subsidiaries appearing in Item 8 in this Annual Report on Form 10-K, and have issued our report thereon dated February 7, 2002.  Our audit was made for the purpose of forming an opinion on those statements taken as a whole.  The schedule listed in Item 14(a)(2) is the responsibility of the Company’s management and is presented for purposes of complying with the Securities and Exchange Commission’s rules and is not part of the basic consolidated financial statements.  This schedule has been subjected to the auditing procedures applied in the audit of the basic consolidated financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic consolidated financial statements taken as a whole.

 

 

ARTHUR ANDERSEN LLP

 

Salt Lake City, Utah

February 7, 2002

 

46



 

NATURE’S SUNSHINE PRODUCTS, INC.

SCHEDULE II— VALUATION AND QUALIFYING ACCOUNTS

FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

(Dollar Amounts in Thousands)

 

 

Description

 

Balance at
Beginning of
Year

 

Provisions

 

Amounts
Written Off

 

Amounts
Recovered

 

Balance at End
of Year

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2003

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts receivable

 

$

2,748

 

$

837

 

$

(1,448

)

$

1

 

$

2,138

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for obsolete inventory

 

1,362

 

2,050

 

(1,486

)

 

1,926

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2002

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts receivable

 

$

1,066

 

$

2,510

 

$

(829

)

$

1

 

$

2,748

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for obsolete inventory

 

982

 

1,714

 

(1,334

)

 

1,362

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for notes receivable

 

14

 

 

(14

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2001

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts receivable

 

$

1,208

 

$

476

 

$

(622

)

$

4

 

$

1,066

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for obsolete inventory

 

1,155

 

1,145

 

(1,318

)

 

982

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for notes receivable

 

14

 

 

 

 

14

 

 

47



 

EXHIBITS INDEX

 

Item No.

 

Exhibit

Located At
Sequentially
Numbered Page

 

 

 

 

3.1(1)-

 

Restated Articles of Incorporation

3.2(2)-

 

By-laws, as amended

10.2(3) -

 

Form of Employment Agreement between the Registrant and its executive officers together with a schedule identifying the agreements omitted and setting forth the material differences between the filed agreement and the omitted agreements.

10.3(4)-

 

1995 Stock Option Plan

10.4(4)-

 

Form of Stock Option Agreement (1995 Stock Option Plan)

10.5(5)-

 

1998 Employee Incentive Compensation Plan

10.6(6)-

 

Supplemental Elective Deferral Plan

10.7(6)-

 

Executive Loan Program

21 -

 

List of Subsidiaries of Registrant

49

23.1 -

 

Consent of Independent Auditors (KPMG LLP)

50

23.2 -

 

Consent of Independent Public Accountants (Arthur Andersen LLP)

51

23.3 -

 

Report of Independent Public Accountants (Kinoshita CPA Office)

52

23.4 -

 

Consent of Independent Public Accountants (Kinoshita CPA Office)

53

23.5 -

 

Report of Independent Public Accountants (Daesung Accounting Corporation)

54

23.6 -

 

Consent of Independent Public Accountants (Daesung Accounting Corporation)

55

31.1 -

 

Certification of Chief Executive Officer

56

31.2 -

 

Certification of Chief Financial Officer

57

32.1 -

 

Certification pursuant to 18 U.S.C. § 1350

58

32.2 -

 

Certification pursuant to 18 U.S.C. § 1350

59

 


(1)                      Previously filed with the Commission as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 1988 and is incorporated herein by reference.

 

(2)                      Previously filed with the Commission as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 1985 and is incorporated herein by reference.

 

(3)                      Previously filed with the Commission as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 1994 and is incorporated herein by reference.

 

(4)                      Previously filed with the Commission as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 1995 and is incorporated herein by reference.

 

(5)                      Previously filed with the Commission as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 1997 and is incorporated herein by reference.

 

(6)                      Previously filed with the Commission as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 1998 and is incorporated herein by reference.

 

48