|
Utah
|
87-0327982
|
(State or other jurisdiction of
|
(IRS Employer
|
incorporation or organization)
|
Identification No.)
|
Large accelerated filer
o
|
Accelerated filer
x
|
|
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
(Do not check if a smaller reporting company)
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|||
|
|||
|
|||
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
•
|
any negative consequences resulting from the economy, including the availability of liquidity to the Company, its independent distributors and its suppliers or the willingness of its customers to purchase products;
|
•
|
its relationship with, and its inability to influence the actions of, its independent distributors, and other third parties with whom it does business;
|
•
|
improper activity by its employees or independent distributors;
|
•
|
negative publicity related to its products, ingredients, or direct selling organization and the nutritional supplement industry;
|
•
|
changing consumer preferences and demands;
|
•
|
its reliance upon, or the loss or departure of any member of, its senior management team which could negatively impact its distributor relations and operating results;
|
•
|
increased state and federal regulatory scrutiny of the nutritional supplement industry, including, but not limited to targeting of ingredients, testing methodology and product claims;
|
•
|
the competitive nature of its business and the nutritional supplement industry;
|
•
|
regulatory matters governing its products, ingredients, the nutritional supplement industry, its direct selling program, or the direct selling market in which it operates;
|
•
|
legal challenges to its direct selling program or to the classification of its independent distributors;
|
•
|
risks associated with operating internationally and the effect of economic factors, including foreign exchange, inflation, disruptions or conflicts with the its third party importers, governmental sanctions, ongoing Ukraine and Russia political conflict, pricing and currency devaluation risks, especially in countries such as Ukraine, Russia and Belarus;
|
•
|
uncertainties relating to the application of transfer pricing, duties, value-added taxes, and other tax regulations, and changes thereto;
|
•
|
its dependence on increased penetration of existing markets;
|
•
|
cyber security threats and exposure to data loss;
|
•
|
its reliance on its information technology infrastructure;
|
•
|
the sufficiency of trademarks and other intellectual property rights;
|
•
|
changes in tax laws, treaties or regulations, or their interpretation;
|
•
|
taxation relating to its independent distributors;
|
•
|
product liability claims;
|
•
|
the full implementation of its joint venture for operations in China with Fosun Industrial Co., Ltd., as well as the legal complexities, unique regulatory environment and challenges of doing business in China generally;
|
•
|
its inability to register products for sale in Mainland China;
|
•
|
managing rapid growth in China; and
|
•
|
the slowing of the Chinese economy and/or the devaluation of the Chinese Renminbi.
|
Year Ended December 31,
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
NSP Americas:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
General health
|
|
$
|
80,315
|
|
|
44.8
|
%
|
|
$
|
78,218
|
|
|
42.9
|
%
|
|
$
|
80,379
|
|
|
42.2
|
%
|
Immune
|
|
22,042
|
|
|
12.3
|
|
|
23,549
|
|
|
12.9
|
|
|
23,374
|
|
|
12.3
|
|
|||
Cardiovascular
|
|
12,331
|
|
|
6.9
|
|
|
12,566
|
|
|
6.9
|
|
|
13,018
|
|
|
6.8
|
|
|||
Digestive
|
|
49,239
|
|
|
27.5
|
|
|
53,133
|
|
|
29.1
|
|
|
55,936
|
|
|
29.3
|
|
|||
Personal care
|
|
3,575
|
|
|
2.0
|
|
|
4,000
|
|
|
2.2
|
|
|
5,162
|
|
|
2.7
|
|
|||
Weight management
|
|
11,649
|
|
|
6.5
|
|
|
10,929
|
|
|
6.0
|
|
|
12,815
|
|
|
6.7
|
|
|||
Total NSP Americas
|
|
179,151
|
|
|
100.0
|
|
|
182,395
|
|
|
100.0
|
|
|
190,684
|
|
|
100.0
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
NSP Russia, Central and Eastern Europe:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
General health
|
|
$
|
11,433
|
|
|
41.7
|
%
|
|
$
|
18,841
|
|
|
37.5
|
%
|
|
$
|
22,690
|
|
|
36.2
|
%
|
Immune
|
|
3,328
|
|
|
12.1
|
|
|
6,512
|
|
|
13.0
|
|
|
7,902
|
|
|
12.6
|
|
|||
Cardiovascular
|
|
1,714
|
|
|
6.3
|
|
|
3,104
|
|
|
6.2
|
|
|
4,324
|
|
|
6.9
|
|
|||
Digestive
|
|
7,167
|
|
|
26.1
|
|
|
13,171
|
|
|
26.2
|
|
|
15,693
|
|
|
25.0
|
|
|||
Personal care
|
|
2,716
|
|
|
9.9
|
|
|
6,073
|
|
|
12.1
|
|
|
8,817
|
|
|
14.1
|
|
|||
Weight management
|
|
1,050
|
|
|
3.8
|
|
|
2,573
|
|
|
5.1
|
|
|
3,321
|
|
|
5.3
|
|
|||
Total NSP Russia, Central and Eastern Europe
|
|
27,408
|
|
|
100.0
|
|
|
50,274
|
|
|
100.0
|
|
|
62,747
|
|
|
100.0
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Synergy WorldWide:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
General health
|
|
$
|
43,829
|
|
|
38.4
|
%
|
|
$
|
46,546
|
|
|
36.3
|
%
|
|
$
|
36,723
|
|
|
33.9
|
%
|
Immune
|
|
752
|
|
|
0.7
|
|
|
974
|
|
|
0.8
|
|
|
1,394
|
|
|
1.3
|
|
|||
Cardiovascular
|
|
34,191
|
|
|
30.0
|
|
|
42,449
|
|
|
33.1
|
|
|
42,154
|
|
|
38.9
|
|
|||
Digestive
|
|
17,746
|
|
|
15.6
|
|
|
20,839
|
|
|
16.3
|
|
|
16,897
|
|
|
15.6
|
|
|||
Personal care
|
|
5,697
|
|
|
5.0
|
|
|
7,196
|
|
|
5.6
|
|
|
7,097
|
|
|
6.6
|
|
|||
Weight management
|
|
11,866
|
|
|
10.4
|
|
|
10,097
|
|
|
7.9
|
|
|
4,025
|
|
|
3.7
|
|
|||
Total Synergy WorldWide
|
|
114,081
|
|
|
100.0
|
|
|
128,101
|
|
|
100.0
|
|
|
108,290
|
|
|
100.0
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
China and New Markets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
General health
|
|
$
|
1,903
|
|
|
46.8
|
%
|
|
$
|
2,370
|
|
|
42.3
|
%
|
|
$
|
3,259
|
|
|
40.2
|
%
|
Immune
|
|
525
|
|
|
12.9
|
|
|
777
|
|
|
13.9
|
|
|
1,006
|
|
|
12.4
|
|
|||
Cardiovascular
|
|
292
|
|
|
7.2
|
|
|
334
|
|
|
6.0
|
|
|
461
|
|
|
5.7
|
|
|||
Digestive
|
|
1,011
|
|
|
24.9
|
|
|
1,608
|
|
|
28.7
|
|
|
2,365
|
|
|
29.2
|
|
|||
Personal care
|
|
93
|
|
|
2.3
|
|
|
108
|
|
|
1.9
|
|
|
126
|
|
|
1.6
|
|
|||
Weight management
|
|
241
|
|
|
5.9
|
|
|
400
|
|
|
7.1
|
|
|
888
|
|
|
11.0
|
|
|||
Total China and New Markets
|
|
4,065
|
|
|
100.0
|
|
|
5,597
|
|
|
100.0
|
|
|
8,105
|
|
|
100.0
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
General health
|
|
$
|
137,480
|
|
|
42.3
|
%
|
|
$
|
145,975
|
|
|
39.8
|
%
|
|
$
|
143,051
|
|
|
38.7
|
%
|
Immune
|
|
26,647
|
|
|
8.2
|
|
|
31,812
|
|
|
8.7
|
|
|
33,676
|
|
|
9.1
|
|
|||
Cardiovascular
|
|
48,528
|
|
|
14.9
|
|
|
58,453
|
|
|
16.0
|
|
|
59,957
|
|
|
16.2
|
|
|||
Digestive
|
|
75,163
|
|
|
23.1
|
|
|
88,751
|
|
|
24.2
|
|
|
90,891
|
|
|
24.6
|
|
|||
Personal care
|
|
12,081
|
|
|
3.7
|
|
|
17,377
|
|
|
4.7
|
|
|
21,202
|
|
|
5.7
|
|
|||
Weight management
|
|
24,806
|
|
|
7.6
|
|
|
23,999
|
|
|
6.6
|
|
|
21,049
|
|
|
5.7
|
|
|||
Total Consolidated
|
|
$
|
324,705
|
|
|
100.0
|
|
|
$
|
366,367
|
|
|
100.0
|
|
|
$
|
369,826
|
|
|
100.0
|
|
Category
|
|
Description
|
|
Selected Representative Products
|
General health
|
|
The Company distributes a wide selection of general health products. The general health line is a combination of assorted health products related to blood sugar support, bone health, cellular health, cognitive function, joint health, mood, sexual health, sleep, sports and energy, and vision.
|
|
NSP Americas; NSP Russia, Central and Eastern Europe; China and New Markets:
Anxiousless
tm
, CurcuminBP, Everflex®, Ionic Minerals, Mind-Max, Nutri-Calm®, Perfect Eyes®, Skeletal Strength®, Super Supplemental Vitamin and Mineral, Super Trio, Tai-Go®, Vitamin B-Complex, Vitamin D3
Synergy WorldWide:
Core Greens®, Mistica®, Noni Plus, NutriBurst, Spirulina
|
|
|
|
|
|
Immune
|
|
The Company distributes immune products. The immune line has been designed to offer products that support and strengthen the human immune system.
|
|
NSP Americas; NSP Russia, Central and Eastern Europe; China and New Markets:
Elderberry D3fense, HistaBlock®, Immune Stimulator, Silver Shield, VS-C®
Synergy WorldWide:
BodyGuard, Colostrum
|
|
|
|
|
|
Cardiovascular
|
|
The Company distributes cardiovascular products. The cardiovascular line has been designed to offer products that combine a variety of superior heart health ingredients to give the cardiovascular system optimum support.
|
|
NSP Americas; NSP Russia, Central and Eastern Europe; China and New Markets:
CardioxLDL, Blood Pressurex, Co-Q10, Flax Seed Oil, Mega-Chel®, Red Yeast Rice, Super Omega-3 EPA
Synergy WorldWide:
E-9, ProArgi-9 Plus®
|
|
|
|
|
|
Digestive
|
|
The Company distributes digestive products. The digestive line has been designed to offer products that regulate intestinal and digestive functions in support of the human digestive system.
|
|
NSP Americas; NSP Russia, Central and Eastern Europe; China and New Markets:
Bifidophilus Flora Force®, CleanStart®, Food Enzymes, LBS II®, Liquid Chlorophyll, Proactazyme®, Probiotic Eleven®
Synergy WorldWide:
Detox Plus, Liquid Chlorophyll
|
|
|
|
|
|
Personal care
|
|
The Company distributes 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.
|
|
NSP Americas; NSP Russia, Central and Eastern Europe; China and New Markets:
EverFlex® Cream , HSN-W®, Pau-D Arco Lotion, Pro-G Yam® Cream, Tei-Fu® Lotion, Vari-Gone®
Synergy WorldWide:
Bright Renewal Serum, Hydrating Toner, 5 in 1
Shampoo, Repair Complex
|
|
|
|
|
|
Weight management
|
|
The Company distributes a variety of weight management products. The weight management line has been designed to simplify the weight management process by providing healthy meal replacements and products that increase caloric burn rate.
|
|
NSP Americas; NSP Russia, Central and Eastern Europe; China and New Markets:
Fat Grabbers®, Garcinia Combination, Love and Peas, Nature’s Harvest, Nutri-Burn®, SmartMeal, Stixated™, Ultra Therm™
Synergy WorldWide:
Double Burn, SLMSmart™
|
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
|
Distributors
& Customers |
|
Managers
|
|
Distributors
& Customers |
|
Managers
|
|
Distributors
& Customers |
|
Managers
|
||||||
NSP Americas
|
|
286,600
|
|
|
6,500
|
|
|
296,900
|
|
|
6,600
|
|
|
312,900
|
|
|
7,300
|
|
NSP Russia, Central and Eastern Europe
|
|
163,200
|
|
|
2,800
|
|
|
231,400
|
|
|
3,700
|
|
|
260,200
|
|
|
6,000
|
|
Synergy WorldWide
|
|
126,400
|
|
|
3,400
|
|
|
122,300
|
|
|
3,100
|
|
|
118,500
|
|
|
3,000
|
|
China and New Markets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,300
|
|
|
100
|
|
Total
|
|
576,200
|
|
|
12,700
|
|
|
650,600
|
|
|
13,400
|
|
|
700,900
|
|
|
16,400
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
|
Distributors
& Customers |
|
Managers
|
|
Distributors
& Customers |
|
Managers
|
|
Distributors
& Customers |
|
Managers
|
||||||
NSP Americas
|
|
131,600
|
|
|
6,500
|
|
|
135,900
|
|
|
6,600
|
|
|
144,500
|
|
|
7,300
|
|
NSP Russia, Central and Eastern Europe
|
|
72,000
|
|
|
2,800
|
|
|
97,900
|
|
|
3,700
|
|
|
131,800
|
|
|
6,000
|
|
Synergy WorldWide
|
|
60,800
|
|
|
3,400
|
|
|
58,800
|
|
|
3,100
|
|
|
51,800
|
|
|
3,000
|
|
China and New Markets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,300
|
|
|
100
|
|
Total
|
|
264,400
|
|
|
12,700
|
|
|
292,600
|
|
|
13,400
|
|
|
332,400
|
|
|
16,400
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
|
Distributors
& Customers |
|
Managers
|
|
Distributors
& Customers |
|
Managers
|
|
Distributors
& Customers |
|
Managers
|
||||||
NSP Americas
|
|
127,900
|
|
|
3,000
|
|
|
130,300
|
|
|
3,200
|
|
|
137,100
|
|
|
3,100
|
|
NSP Russia, Central and Eastern Europe
|
|
47,000
|
|
|
700
|
|
|
66,400
|
|
|
1,200
|
|
|
89,300
|
|
|
1,600
|
|
Synergy WorldWide
|
|
76,600
|
|
|
2,300
|
|
|
73,500
|
|
|
2,200
|
|
|
71,800
|
|
|
1,900
|
|
China and New Markets
|
|
—
|
|
|
—
|
|
|
1,600
|
|
|
—
|
|
|
6,800
|
|
|
100
|
|
Total
|
|
251,500
|
|
|
6,000
|
|
|
271,800
|
|
|
6,600
|
|
|
305,000
|
|
|
6,700
|
|
(Dollar amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Year Ended December 31,
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
Net Sales Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
North America
|
|
$
|
171,486
|
|
|
52.8
|
%
|
|
$
|
175,118
|
|
|
47.8
|
%
|
|
$
|
179,919
|
|
|
48.6
|
%
|
Europe
|
|
53,237
|
|
|
16.4
|
|
|
83,048
|
|
|
22.7
|
|
|
98,299
|
|
|
26.6
|
|
|||
Asia Pacific
|
|
76,482
|
|
|
23.6
|
|
|
81,199
|
|
|
22.2
|
|
|
62,932
|
|
|
17.0
|
|
|||
Central & South America
|
|
23,500
|
|
|
7.2
|
|
|
27,002
|
|
|
7.4
|
|
|
28,676
|
|
|
7.8
|
|
|||
|
|
$
|
324,705
|
|
|
100.0
|
%
|
|
$
|
366,367
|
|
|
100.0
|
%
|
|
$
|
369,826
|
|
|
100.0
|
%
|
Name
|
|
Age
|
|
Position
|
|
Served in
Position Since |
Gregory L. Probert
|
|
59
|
|
Chief Executive Officer and Chairman of the Board of Directors
|
|
2013
|
Stephen M. Bunker
|
|
57
|
|
Executive Vice President, Chief Financial Officer and Treasurer
|
|
2006
|
Richard D. Strulson
|
|
47
|
|
Executive Vice President, General Counsel, Chief Compliance Officer, and Secretary
|
|
2013
|
Paul E. Noack
|
|
54
|
|
President of China and New Markets
|
|
2014
|
Susan M. Armstrong
|
|
51
|
|
Executive Vice President and Chief Operations Officer
|
|
2014
|
•
|
any adverse publicity regarding the Company, its products, its distribution channels or its competitors;
|
•
|
on-going motivation of Company's independent distributors;
|
•
|
the public’s perceptions about the value and efficacy of the Company's products;
|
•
|
the public’s perceptions and acceptance of direct selling;
|
•
|
general and economic business conditions;
|
•
|
government regulations;
|
•
|
changes to the Company's compensation arrangements, training and support for its independent distributors; and
|
•
|
competition in recruiting and retaining independent distributors and/or market saturation.
|
|
|
Market Prices
|
||||||
2015
|
|
High
|
|
Low
|
||||
First Quarter
|
|
$
|
14.98
|
|
|
$
|
11.88
|
|
Second Quarter
|
|
$
|
14.11
|
|
|
$
|
11.89
|
|
Third Quarter
|
|
$
|
13.84
|
|
|
$
|
11.30
|
|
Fourth Quarter
|
|
$
|
12.63
|
|
|
$
|
10.30
|
|
Plan category
|
|
Number of securities to
be issued upon exercise or
vesting of
outstanding options,
warrants and rights
|
|
Weighted average
exercise price of
outstanding options,
warrants and rights
|
|
Number of securities
remaining available for
issuance under equity
compensation plans
(excluding securities
reflected in column (a))
|
||||
|
|
(a)
|
|
(b)
|
|
(c)
|
||||
Equity compensation plans approved by security holders (1)
|
|
2,427,288
|
|
|
$
|
12.21
|
|
|
885,850
|
|
(1)
|
Consists of two plans: The Nature’s Sunshine Products, Inc. 2012 Stock Incentive Plan (the “2012 Incentive Plan”) and the Nature’s Sunshine Products, Inc. 2009 Stock Incentive Plan (the “2009 Incentive Plan”). The 2012 Incentive Plan was approved by shareholders on August 1, 2012. The 2009 Incentive Plan was approved by shareholders on November 6, 2009. The terms of these plans are summarized in Note 11, “Capital Transactions”, of the Notes to Consolidated Financial Statements in Item 8, Part 2 of this report.
|
|
12/31/2010
|
|
12/31/2011
|
|
12/31/2012
|
|
12/31/2013
|
|
12/31/2014
|
|
12/31/2015
|
||||||||||||
Nature’s Sunshine Products, Inc.
|
$
|
100.00
|
|
|
$
|
172.83
|
|
|
$
|
162.84
|
|
|
$
|
216.54
|
|
|
$
|
209.55
|
|
|
$
|
147.74
|
|
NASDAQ Index
|
100.00
|
|
|
99.17
|
|
|
116.48
|
|
|
163.21
|
|
|
187.27
|
|
|
200.31
|
|
||||||
Peer Group
|
100.00
|
|
|
147.26
|
|
|
104.96
|
|
|
305.29
|
|
|
140.28
|
|
|
169.00
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Net sales revenue
|
$
|
324,705
|
|
|
$
|
366,367
|
|
|
$
|
369,826
|
|
|
$
|
360,826
|
|
|
$
|
362,497
|
|
Cost of sales
|
(85,345
|
)
|
|
(91,584
|
)
|
|
(92,344
|
)
|
|
(91,369
|
)
|
|
(87,906
|
)
|
|||||
Gross profit
|
239,360
|
|
|
274,783
|
|
|
277,482
|
|
|
269,457
|
|
|
274,591
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Volume incentives
|
117,786
|
|
|
135,808
|
|
|
135,516
|
|
|
130,875
|
|
|
131,840
|
|
|||||
Selling, general and administrative
|
107,702
|
|
|
119,927
|
|
|
118,383
|
|
|
104,716
|
|
|
107,752
|
|
|||||
Contract termination costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,750
|
|
|||||
Operating income
|
13,872
|
|
|
19,048
|
|
|
23,583
|
|
|
33,866
|
|
|
20,249
|
|
|||||
Other income (loss), net
|
(592
|
)
|
|
(34
|
)
|
|
1,993
|
|
|
1,573
|
|
|
1,256
|
|
|||||
Income before income taxes
|
13,280
|
|
|
19,014
|
|
|
25,576
|
|
|
35,439
|
|
|
21,505
|
|
|||||
Provision (benefit) for income taxes
|
1,740
|
|
|
(743
|
)
|
|
7,923
|
|
|
10,531
|
|
|
5,136
|
|
|||||
Net income from continuing operations
|
11,540
|
|
|
19,757
|
|
|
17,653
|
|
|
24,908
|
|
|
16,369
|
|
|||||
Income (loss) from discontinued operations
|
2,116
|
|
|
(9,957
|
)
|
|
(44
|
)
|
|
472
|
|
|
1,232
|
|
|||||
Net income
|
13,656
|
|
|
9,800
|
|
|
17,609
|
|
|
25,380
|
|
|
17,601
|
|
|||||
Loss attributable to noncontrolling interests
|
(1,031
|
)
|
|
(219
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income attributable to common shareholders
|
$
|
14,687
|
|
|
$
|
10,019
|
|
|
$
|
17,609
|
|
|
$
|
25,380
|
|
|
$
|
17,601
|
|
|
December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Cash and cash equivalents
|
$
|
41,420
|
|
|
$
|
58,699
|
|
|
$
|
77,247
|
|
|
$
|
79,241
|
|
|
$
|
58,969
|
|
Working capital
|
48,382
|
|
|
63,340
|
|
|
80,025
|
|
|
83,943
|
|
|
57,305
|
|
|||||
Inventories
|
38,495
|
|
|
40,438
|
|
|
41,910
|
|
|
43,280
|
|
|
41,611
|
|
|||||
Property, plant and equipment, net
|
68,728
|
|
|
51,343
|
|
|
32,022
|
|
|
27,950
|
|
|
25,137
|
|
|||||
Total assets
|
200,520
|
|
|
196,799
|
|
|
199,612
|
|
|
193,919
|
|
|
175,811
|
|
|||||
Long-term liabilities
|
11,119
|
|
|
9,933
|
|
|
25,784
|
|
|
16,893
|
|
|
20,575
|
|
|||||
Total shareholders’ equity
|
136,265
|
|
|
128,957
|
|
|
105,259
|
|
|
115,636
|
|
|
87,438
|
|
|
December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Operating activities
|
$
|
10,162
|
|
|
$
|
14,182
|
|
|
$
|
29,378
|
|
|
$
|
26,651
|
|
|
$
|
3,908
|
|
Investing activities
|
(18,592
|
)
|
|
(26,674
|
)
|
|
(8,564
|
)
|
|
(2,989
|
)
|
|
(1,679
|
)
|
|||||
Financing activities
|
(7,578
|
)
|
|
(5,076
|
)
|
|
(21,331
|
)
|
|
(3,133
|
)
|
|
9,588
|
|
|
December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Cash dividend per share (1)
|
$
|
0.40
|
|
|
$
|
1.90
|
|
|
$
|
1.90
|
|
|
$
|
0.15
|
|
|
$
|
—
|
|
Basic and diluted earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic weighted average number of shares
|
18,656
|
|
|
17,108
|
|
|
15,997
|
|
|
15,648
|
|
|
15,550
|
|
|||||
Diluted weighted average number of shares
|
19,177
|
|
|
17,641
|
|
|
16,390
|
|
|
15,987
|
|
|
15,695
|
|
|||||
Basic earnings per share attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income from continuing operations
|
$
|
0.67
|
|
|
$
|
1.15
|
|
|
$
|
1.10
|
|
|
$
|
1.59
|
|
|
$
|
1.05
|
|
Income (loss) from discontinued operations
|
$
|
0.11
|
|
|
$
|
(0.57
|
)
|
|
$
|
—
|
|
|
$
|
0.03
|
|
|
$
|
0.08
|
|
Net income attributable to common shareholders
|
$
|
0.79
|
|
|
$
|
0.58
|
|
|
$
|
1.10
|
|
|
$
|
1.62
|
|
|
$
|
1.13
|
|
Diluted earnings per share attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income from continuing operations
|
$
|
0.66
|
|
|
$
|
1.12
|
|
|
$
|
1.08
|
|
|
$
|
1.56
|
|
|
$
|
1.04
|
|
Income (loss) from discontinued operations
|
$
|
0.11
|
|
|
$
|
(0.56
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
0.03
|
|
|
$
|
0.08
|
|
Net income attributable to common shareholders
|
$
|
0.77
|
|
|
$
|
0.56
|
|
|
$
|
1.07
|
|
|
$
|
1.59
|
|
|
$
|
1.12
|
|
|
December 31,
|
|||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|||||
Square footage of property in use
|
703,696
|
|
|
754,548
|
|
|
771,439
|
|
|
768,513
|
|
|
763,389
|
|
Number of employees
|
901
|
|
|
964
|
|
|
1,010
|
|
|
995
|
|
|
1,003
|
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Net sales revenue
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
(26.3
|
)
|
|
(25.0
|
)
|
|
(25.0
|
)
|
Gross profit
|
73.7
|
|
|
75.0
|
|
|
75.0
|
|
|
|
|
|
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
Volume incentives
|
36.3
|
|
|
37.1
|
|
|
36.6
|
|
Selling, general and administrative
|
33.2
|
|
|
32.7
|
|
|
32.0
|
|
|
|
|
|
|
|
|||
Operating income
|
4.3
|
|
|
5.2
|
|
|
6.4
|
|
|
|
|
|
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
|
Interest and other income, net
|
0.5
|
|
|
—
|
|
|
0.2
|
|
Interest expense
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
Foreign exchange gains, net
|
(0.6
|
)
|
|
0.1
|
|
|
0.4
|
|
|
(0.2
|
)
|
|
—
|
|
|
0.5
|
|
|
|
|
|
|
|
|||
Income before provision for income taxes
|
4.1
|
|
|
5.2
|
|
|
6.9
|
|
Provision (benefit) for income taxes
|
0.5
|
|
|
(0.2
|
)
|
|
2.1
|
|
|
|
|
|
|
|
|||
Net income from continuing operations
|
3.6
|
%
|
|
5.4
|
%
|
|
4.8
|
%
|
|
Net Sales Revenue by Operating Segment
|
||||||||||||||||
|
2015
|
|
2014
|
|
Percent
Change |
|
Impact of
Currency Exchange |
|
Percent
Change Excluding Impact of Currency |
||||||||
NSP Americas:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
NSP North America
|
$
|
147,017
|
|
|
$
|
145,650
|
|
|
0.9
|
%
|
|
$
|
(1,753
|
)
|
|
2.1
|
%
|
NSP Latin America
|
32,134
|
|
|
36,745
|
|
|
(12.5
|
)%
|
|
(3,292
|
)
|
|
(3.6
|
)%
|
|||
|
179,151
|
|
|
182,395
|
|
|
(1.8
|
)%
|
|
(5,045
|
)
|
|
1.0
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
NSP Russia, Central and Eastern Europe
|
$
|
27,408
|
|
|
$
|
50,274
|
|
|
(45.5
|
)%
|
|
$
|
(463
|
)
|
|
(44.6
|
)%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Synergy WorldWide:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Synergy Asia Pacific
|
76,479
|
|
|
81,199
|
|
|
(5.8
|
)%
|
|
(6,592
|
)
|
|
2.3
|
%
|
|||
Synergy Europe
|
25,829
|
|
|
31,732
|
|
|
(18.6
|
)%
|
|
(5,091
|
)
|
|
(2.6
|
)%
|
|||
Synergy North America
|
11,773
|
|
|
15,170
|
|
|
(22.4
|
)%
|
|
—
|
|
|
(22.4
|
)%
|
|||
|
114,081
|
|
|
128,101
|
|
|
(10.9
|
)%
|
|
(11,683
|
)
|
|
(1.8
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
China and New Markets
|
$
|
4,065
|
|
|
$
|
5,597
|
|
|
(27.4
|
)%
|
|
$
|
—
|
|
|
(27.4
|
)%
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
$
|
324,705
|
|
|
$
|
366,367
|
|
|
(11.4
|
)%
|
|
$
|
(17,191
|
)
|
|
(6.7
|
)%
|
•
|
$2.6 million of prior year non-recurring professional fees related to pursuing a strategic alliance with Fosun Pharma and the evaluation and negotiation with a company with an alternative distribution channel, which the Company ultimately declined to pursue;
|
•
|
$3.9 million reduction of service costs due to lower net sales in Russia, Central and Eastern Europe;
|
•
|
$4.3 million reduction of U.S. healthcare and other benefit costs for the period;
|
•
|
$4.0 million of favorable exchange rate changes due to the strengthening of the U.S dollar relative to other foreign currencies, respectively; and
|
•
|
$2.2 million of non-recurring costs in 2014 related to the Company’s former NSP Peru & United Kingdom markets and Synergy Vietnam market.
|
•
|
$3.3 million of non-recurring restructuring charges to streamline the Company’s operations; and
|
•
|
$4.0 million of increased investment in China.
|
(i)
|
Adjustments to valuation allowances decreased the effective rate by 24.5 percent in 2015. Included was the effect of a removal of valuation allowances on U.S. foreign tax credits, offset partially by the impact of current year losses that will not provide tax benefit. The adjustment related to valuation allowances causing
|
(ii)
|
Changes in the unrecognized tax benefits increased the effective tax rate by 11.2 percent in 2015. These net gains and losses were recorded for financial reporting purposes, but were excluded from the calculation of taxable income.
|
(iii)
|
Cumulative favorable adjustments related to foreign operations decreased the tax rate by 7.4 percent in 2015. These adjustments relate to foreign items that are treated differently for tax purposes than they are for financial reporting purposes.
|
Components of U.S. tax impact of foreign operations
|
|
2015
|
|
2014
|
||
Dividends received from foreign subsidiaries
|
|
5.4
|
%
|
|
59.5
|
%
|
Foreign tax credits
|
|
(1.1
|
)
|
|
(121.3
|
)
|
Foreign tax rate differentials
|
|
(1.2
|
)
|
|
(11.0
|
)
|
Unremitted earnings
|
|
(0.3
|
)
|
|
(0.2
|
)
|
Total
|
|
2.8
|
%
|
|
(73.0
|
)%
|
|
Net Sales Revenue by Operating Segment
|
||||||||||||||||
|
2014
|
|
2013
|
|
Percent
Change |
|
Impact of
Currency Exchange |
|
Percent
Change Excluding Impact of Currency |
||||||||
NSP Americas:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
NSP North America
|
$
|
145,650
|
|
|
$
|
148,397
|
|
|
(1.9
|
)%
|
|
$
|
(910
|
)
|
|
(1.2
|
)%
|
NSP Latin America
|
36,746
|
|
|
38,960
|
|
|
(5.7
|
)%
|
|
(998
|
)
|
|
(3.1
|
)%
|
|||
NSP Other
|
—
|
|
|
3,327
|
|
|
(100.0
|
)%
|
|
—
|
|
|
—
|
%
|
|||
|
182,396
|
|
|
190,684
|
|
|
(4.3
|
)%
|
|
(1,908
|
)
|
|
(3.3
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
NSP Russia, Central and Eastern Europe
|
$
|
50,274
|
|
|
$
|
62,747
|
|
|
(19.9
|
)%
|
|
$
|
4
|
|
|
(19.9
|
)%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Synergy WorldWide:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Synergy North America
|
$
|
15,170
|
|
|
$
|
17,079
|
|
|
(11.2
|
)%
|
|
$
|
—
|
|
|
(11.2
|
)%
|
Synergy Asia Pacific
|
81,199
|
|
|
59,605
|
|
|
36.2
|
%
|
|
130
|
|
|
36.0
|
%
|
|||
Synergy Europe
|
31,732
|
|
|
31,606
|
|
|
0.4
|
%
|
|
28
|
|
|
0.3
|
%
|
|||
|
128,101
|
|
|
108,290
|
|
|
18.3
|
%
|
|
158
|
|
|
18.1
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
China and New Markets
|
$
|
5,596
|
|
|
$
|
8,105
|
|
|
(31.0
|
)%
|
|
$
|
—
|
|
|
(31.0
|
)%
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
$
|
366,367
|
|
|
$
|
369,826
|
|
|
(0.9
|
)%
|
|
$
|
(1,746
|
)
|
|
(0.5
|
)%
|
•
|
$2.1 million in start-up costs for the China joint venture;
|
•
|
$1.1 million associated with the evaluation of and possible acquisition of a company with an alternative distribution channel that the Company ultimately declined to pursue.
|
•
|
$1.4 million of nonrecurring severance costs and the acceleration of stock option expense incurred in 2013 related to the resignation of the Company's former Chief Executive Officer; and
|
•
|
$1.3 million of nonrecurring costs related to a five-year customs audit assessment in the Company's Synergy South Korea market incurred in 2013.
|
(i)
|
Adjustments relating to the U.S. tax impact of foreign operations decreased the effective tax rate by 73.0 percentage points in 2014. Included were adjustments for dividends received from foreign subsidiaries and adjustments for foreign tax credits.
|
(ii)
|
Adjustments to valuation allowances increased the effective rate by 48.8 percent in 2014. Included were the effect of valuation allowances on U.S. foreign tax credits and the impact of current year losses that will not provide tax benefit.
|
(iii)
|
Changes in the unrecognized tax benefits decreased the effective tax rate by 8.6 percent in 2014. These net gains and losses were recorded for financial reporting purposes, but were excluded from the calculation of taxable income.
|
|
For the Quarter Ended
|
||||||||||||||
|
March 31,
2015 |
|
June 30,
2015 |
|
September
30, 2015 |
|
December
31, 2015 |
||||||||
Net sales revenue
|
$
|
83,878
|
|
|
$
|
81,247
|
|
|
$
|
79,586
|
|
|
$
|
79,994
|
|
Cost of sales
|
(21,881
|
)
|
|
(21,068
|
)
|
|
(20,643
|
)
|
|
(21,753
|
)
|
||||
Gross profit
|
61,997
|
|
|
60,179
|
|
|
58,943
|
|
|
58,241
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Volume incentives
|
30,337
|
|
|
29,603
|
|
|
28,690
|
|
|
29,156
|
|
||||
Selling, general and administrative
|
26,330
|
|
|
27,392
|
|
|
27,115
|
|
|
26,865
|
|
||||
Operating income
|
5,330
|
|
|
3,184
|
|
|
3,138
|
|
|
2,220
|
|
||||
Other expense
|
(318
|
)
|
|
(2
|
)
|
|
(247
|
)
|
|
(25
|
)
|
||||
Income from continuing operations before income taxes
|
5,012
|
|
|
3,182
|
|
|
2,891
|
|
|
2,195
|
|
||||
Provision (benefit) for income taxes
|
809
|
|
|
787
|
|
|
1,284
|
|
|
(1,140
|
)
|
||||
Net income from continuing operations
|
4,203
|
|
|
2,395
|
|
|
1,607
|
|
|
3,335
|
|
||||
Income from discontinued operations
|
1,312
|
|
|
—
|
|
|
804
|
|
|
—
|
|
||||
Net income
|
5,515
|
|
|
2,395
|
|
|
2,411
|
|
|
3,335
|
|
||||
Net loss attributable to noncontrolling interests
|
(152
|
)
|
|
(166
|
)
|
|
(355
|
)
|
|
(358
|
)
|
||||
Net income attributable to common shareholders
|
$
|
5,667
|
|
|
$
|
2,561
|
|
|
$
|
2,766
|
|
|
$
|
3,693
|
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted net income per common share
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income from continuing operations
|
$
|
0.23
|
|
|
$
|
0.14
|
|
|
$
|
0.10
|
|
|
$
|
0.20
|
|
Income from discontinued operations
|
$
|
0.07
|
|
|
$
|
—
|
|
|
$
|
0.04
|
|
|
$
|
—
|
|
Net income attributable to common shareholders
|
$
|
0.30
|
|
|
$
|
0.14
|
|
|
$
|
0.15
|
|
|
$
|
0.20
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income from continuing operations
|
$
|
0.23
|
|
|
$
|
0.13
|
|
|
$
|
0.10
|
|
|
$
|
0.19
|
|
Income from discontinued operations
|
$
|
0.07
|
|
|
$
|
—
|
|
|
$
|
0.04
|
|
|
$
|
—
|
|
Net income attributable to common shareholders
|
$
|
0.30
|
|
|
$
|
0.13
|
|
|
$
|
0.14
|
|
|
$
|
0.19
|
|
|
|
|
|
|
|
|
|
||||||||
Dividends declared per common share
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
For the Quarter Ended
|
||||||||||||||
|
March 31,
2014 |
|
June 30,
2014 |
|
September 30,
2014 |
|
December 31,
2014 |
||||||||
Net sales revenue
|
$
|
93,467
|
|
|
$
|
92,831
|
|
|
$
|
93,406
|
|
|
$
|
86,663
|
|
Cost of sales
|
(22,581
|
)
|
|
(22,793
|
)
|
|
(22,742
|
)
|
|
(23,468
|
)
|
||||
Gross profit
|
70,886
|
|
|
70,038
|
|
|
70,664
|
|
|
63,195
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Volume incentives
|
34,893
|
|
|
34,270
|
|
|
34,918
|
|
|
31,727
|
|
||||
Selling, general and administrative
|
29,152
|
|
|
29,941
|
|
|
30,200
|
|
|
30,634
|
|
||||
Operating income
|
6,841
|
|
|
5,827
|
|
|
5,546
|
|
|
834
|
|
||||
Other income (expense)
|
(262
|
)
|
|
(79
|
)
|
|
(42
|
)
|
|
349
|
|
||||
Income from continuing operations before income taxes
|
6,579
|
|
|
5,748
|
|
|
5,504
|
|
|
1,183
|
|
||||
Provision (benefit) for income taxes
|
(3,657
|
)
|
|
2,198
|
|
|
407
|
|
|
309
|
|
||||
Net income from continuing operations
|
10,236
|
|
|
3,550
|
|
|
5,097
|
|
|
874
|
|
||||
Loss from discontinued operations
|
(571
|
)
|
|
(316
|
)
|
|
(4,106
|
)
|
|
(4,964
|
)
|
||||
Net income (loss)
|
9,665
|
|
|
3,234
|
|
|
991
|
|
|
(4,090
|
)
|
||||
Net loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
(193
|
)
|
||||
Net income (loss) attributable to common shareholders
|
$
|
9,665
|
|
|
$
|
3,234
|
|
|
$
|
1,017
|
|
|
$
|
(3,897
|
)
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted net income per common share
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income from continuing operations
|
$
|
0.63
|
|
|
$
|
0.22
|
|
|
$
|
0.30
|
|
|
$
|
0.05
|
|
Loss from discontinued operations
|
$
|
(0.03
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.24
|
)
|
|
$
|
(0.26
|
)
|
Net income (loss) attributable to common shareholders
|
$
|
0.60
|
|
|
$
|
0.20
|
|
|
$
|
0.06
|
|
|
$
|
(0.21
|
)
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income from continuing operations
|
$
|
0.61
|
|
|
$
|
0.22
|
|
|
$
|
0.29
|
|
|
$
|
0.05
|
|
Income (loss) from discontinued operations
|
$
|
(0.03
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.25
|
)
|
Net income (loss) attributable to common shareholders
|
$
|
0.58
|
|
|
$
|
0.20
|
|
|
$
|
0.06
|
|
|
$
|
(0.20
|
)
|
|
|
|
|
|
|
|
|
||||||||
Dividends declared per common share
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
1.60
|
|
|
$
|
0.10
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Operating activities
|
$
|
10,162
|
|
|
$
|
14,182
|
|
|
$
|
29,378
|
|
Investing activities
|
(18,592
|
)
|
|
(26,674
|
)
|
|
(8,564
|
)
|
|||
Financing activities
|
(7,578
|
)
|
|
(5,076
|
)
|
|
(21,331
|
)
|
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
After 5 years
|
||||||||||
Operating lease obligations
|
$
|
13,374
|
|
|
$
|
5,454
|
|
|
$
|
7,053
|
|
|
$
|
577
|
|
|
$
|
290
|
|
Self-insurance reserves(1)
|
440
|
|
|
440
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other long-term liabilities reflected on the balance sheet(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Unrecognized tax benefits(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Revolving credit facility(4)
|
2,696
|
|
|
2,696
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
ERP capital commitments(5)
|
250
|
|
|
250
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other capital commitments(6)
|
2,432
|
|
|
2,432
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
19,192
|
|
|
$
|
11,272
|
|
|
$
|
7,053
|
|
|
$
|
577
|
|
|
$
|
290
|
|
(1)
|
At
December 31, 2015
, there were
$2.3 million
of liabilities. The Company retains a significant portion of the risks associated with certain employee medical benefits and product liability insurance. Recorded liabilities for self-insured
|
(2)
|
At
December 31, 2015
, there were
$1.0 million
of liabilities. 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. Upon separation of the participant from the service of the Company, the obligation owed to the participant under the plan will be paid as a lump sum or over a period of either three or five years. As the Company cannot easily determine when its officers and key employees will separate from the Company, the Company is unable to estimate the years in which cash settlement may occur.
|
(3)
|
At
December 31, 2015
, there were
$7.8 million
of liabilities. Because of the high degree of uncertainty regarding the timing of future cash outflows associated with these liabilities, if any, the Company is unable to estimate the years in which cash settlement may occur with the respective tax authorities.
|
(4)
|
The Company entered into a revolving credit agreement with Wells Fargo Bank, National Association that permits the Company to borrow up to $25 million through September 1, 2017, bearing interest at LIBOR plus 1.25 percent. The Company must pay an annual commitment fee of 0.25 percent on the unused portion of the commitment. At
December 31, 2015
, the Company had
$22.3 million
available under this facility.
|
(5)
|
In 2013, the Company began to significantly reinvest in its information technology systems. Included within this plan is an Oracle ERP implementation program to provide the Company with a single integrated software solution that will integrate the Company’s business process on a worldwide basis. The Company anticipates completion of this project by early 2017.
|
(6)
|
In
2015
, the Company made commitments to purchase manufacturing equipment of
$2.4 million
in
2016
.
|
|
|
|
With Strengthening of U.S. Dollar by:
|
|||||||||||||||||||||
|
|
|
10%
|
|
15%
|
|
25%
|
|||||||||||||||||
|
|
|
($)
|
|
(%)
|
|
($)
|
|
(%)
|
|
($)
|
|
%)
|
|||||||||||
Net sales revenue
|
$
|
324,705
|
|
|
$
|
(12,479
|
)
|
|
(3.8
|
)%
|
|
$
|
(17,905
|
)
|
|
(5.5
|
)%
|
|
$
|
(27,454
|
)
|
|
(8.5
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cost and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of sales
|
85,345
|
|
|
(3,878
|
)
|
|
(4.5
|
)%
|
|
(5,565
|
)
|
|
(6.5
|
)%
|
|
(8,532
|
)
|
|
(10.0
|
)%
|
||||
Volume incentives
|
117,786
|
|
|
(4,758
|
)
|
|
(4.0
|
)%
|
|
(6,827
|
)
|
|
(5.8
|
)%
|
|
(10,468
|
)
|
|
(8.9
|
)%
|
||||
Selling, general and administrative
|
107,702
|
|
|
(3,311
|
)
|
|
(3.1
|
)%
|
|
(4,750
|
)
|
|
(4.4
|
)%
|
|
(7,284
|
)
|
|
(6.8
|
)%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating income
|
$
|
13,872
|
|
|
$
|
(532
|
)
|
|
(3.8
|
)%
|
|
$
|
(763
|
)
|
|
(5.5
|
)%
|
|
$
|
(1,170
|
)
|
|
(8.4
|
)%
|
|
|
|
With Strengthening of U.S. Dollar by:
|
|||||||||||||||||||||
|
|
|
10%
|
|
15%
|
|
25%
|
|||||||||||||||||
|
|
|
(Loss) ($)
|
|
(Loss) (%)
|
|
(Loss) ($)
|
|
(Loss) (%)
|
|
(Loss) ($)
|
|
(Loss) (%)
|
|||||||||||
Financial Instruments Included in Current Assets Subject to Exchange Rate Risk
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
41,420
|
|
|
$
|
(2,916
|
)
|
|
(7.0
|
)%
|
|
$
|
(4,108
|
)
|
|
(9.9
|
)%
|
|
$
|
(6,206
|
)
|
|
(15.0
|
)%
|
Accounts receivable, net
|
7,700
|
|
|
(166
|
)
|
|
(2.2
|
)%
|
|
(238
|
)
|
|
(3.1
|
)%
|
|
(365
|
)
|
|
(4.7
|
)%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Financial Instruments Included in Current Liabilities Subject to Exchange Rate Risk
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accounts payable
|
6,341
|
|
|
(71
|
)
|
|
(1.1
|
)%
|
|
(101
|
)
|
|
(1.6
|
)%
|
|
(156
|
)
|
|
(2.5
|
)%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net Financial Instruments Subject to Exchange Rate Risk
|
$
|
42,779
|
|
|
$
|
(3,011
|
)
|
|
(7.0
|
)%
|
|
$
|
(4,245
|
)
|
|
(9.9
|
)%
|
|
$
|
(6,415
|
)
|
|
(15.0
|
)%
|
|
Translated into
U.S. Dollars |
|
At Spot Exchange Rate per
One U.S. Dollar |
|||
Cash and Cash Equivalents
|
|
|
|
|
|
|
Shanghai (Yuan)
|
$
|
8,333
|
|
|
6.5
|
|
South Korea (Won)
|
5,784
|
|
|
1,177.4
|
|
|
Japan (Yen)
|
3,794
|
|
|
120.4
|
|
|
European Markets (Euro)
|
3,633
|
|
|
0.9
|
|
|
Canada (Dollar)
|
1,430
|
|
|
1.4
|
|
|
Thailand (Baht)
|
1,257
|
|
|
36.14
|
|
|
Other
|
6,096
|
|
|
Varies
|
|
|
Total foreign dominated cash and cash equivalents
|
$
|
30,327
|
|
|
|
|
U.S. dollars held by foreign subsidiaries
|
$
|
8,065
|
|
|
|
|
Total cash and cash equivalents held by foreign subsidiaries
|
$
|
38,392
|
|
|
|
|
Year ended December 31,
|
|
2015
|
|
2014
|
|
2013
|
|||
Canada (Dollar)
|
|
1.3
|
|
|
1.1
|
|
|
1.0
|
|
European Markets (Euro)
|
|
0.9
|
|
|
0.8
|
|
|
0.8
|
|
Japan (Yen)
|
|
121.0
|
|
|
105.6
|
|
|
97.4
|
|
South Korea (Won)
|
|
1,132.5
|
|
|
1,055.3
|
|
|
1,098.3
|
|
Mexico (Peso)
|
|
15.8
|
|
|
13.3
|
|
|
12.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
2015
|
|
2014
|
||||
Assets
|
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
41,420
|
|
|
$
|
58,699
|
|
Accounts receivable, net of allowance for doubtful accounts of $190 and $849, respectively
|
|
7,700
|
|
|
6,732
|
|
||
Investments available for sale
|
|
1,772
|
|
|
2,546
|
|
||
Inventories
|
|
38,495
|
|
|
40,438
|
|
||
Deferred income tax assets
|
|
5,021
|
|
|
4,950
|
|
||
Prepaid expenses and other
|
|
7,110
|
|
|
7,884
|
|
||
Total current assets
|
|
101,518
|
|
|
121,249
|
|
||
Property, plant and equipment, net
|
|
68,728
|
|
|
51,343
|
|
||
Investment securities - trading
|
|
1,044
|
|
|
1,038
|
|
||
Intangible assets, net
|
|
559
|
|
|
704
|
|
||
Deferred income tax assets
|
|
17,339
|
|
|
14,495
|
|
||
Other assets
|
|
11,332
|
|
|
7,970
|
|
||
|
|
$
|
200,520
|
|
|
$
|
196,799
|
|
|
|
|
|
|
||||
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
6,341
|
|
|
$
|
5,237
|
|
Accrued volume incentives
|
|
14,913
|
|
|
16,867
|
|
||
Accrued liabilities
|
|
23,726
|
|
|
28,957
|
|
||
Deferred revenue
|
|
4,160
|
|
|
4,717
|
|
||
Revolving credit facility
|
|
2,696
|
|
|
—
|
|
||
Income taxes payable
|
|
1,300
|
|
|
2,131
|
|
||
Total current liabilities
|
|
53,136
|
|
|
57,909
|
|
||
Liability related to unrecognized tax benefits
|
|
7,809
|
|
|
6,598
|
|
||
Deferred compensation payable
|
|
1,044
|
|
|
1,038
|
|
||
Other liabilities
|
|
2,266
|
|
|
2,297
|
|
||
Total liabilities
|
|
64,255
|
|
|
67,842
|
|
||
|
|
|
|
|
||||
Commitments and Contingencies
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
|
|
|
||
Common stock, no par value; 50,000 shares authorized, 18,588 and 18,662 shares issued and outstanding as of December 31, 2015, and 2014, respectively
|
|
126,670
|
|
|
125,489
|
|
||
Retained earnings
|
|
18,088
|
|
|
10,891
|
|
||
Noncontrolling interests
|
|
2,750
|
|
|
3,781
|
|
||
Accumulated other comprehensive loss
|
|
(11,243
|
)
|
|
(11,204
|
)
|
||
Total shareholders’ equity
|
|
136,265
|
|
|
128,957
|
|
||
|
|
$
|
200,520
|
|
|
$
|
196,799
|
|
Year Ended December 31,
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales revenue
|
|
$
|
324,705
|
|
|
$
|
366,367
|
|
|
$
|
369,826
|
|
Cost of sales
|
|
(85,345
|
)
|
|
(91,584
|
)
|
|
(92,344
|
)
|
|||
Gross profit
|
|
239,360
|
|
|
274,783
|
|
|
277,482
|
|
|||
|
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|||
Volume incentives
|
|
117,786
|
|
|
135,808
|
|
|
135,516
|
|
|||
Selling, general and administrative
|
|
107,702
|
|
|
119,927
|
|
|
118,383
|
|
|||
Operating income
|
|
13,872
|
|
|
19,048
|
|
|
23,583
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|||
Interest and other income (expense), net
|
|
1,486
|
|
|
(72
|
)
|
|
836
|
|
|||
Interest expense
|
|
(130
|
)
|
|
(187
|
)
|
|
(231
|
)
|
|||
Foreign exchange gains (losses), net
|
|
(1,948
|
)
|
|
225
|
|
|
1,388
|
|
|||
|
|
(592
|
)
|
|
(34
|
)
|
|
1,993
|
|
|||
Income from continuing operations before provision for income taxes
|
|
13,280
|
|
|
19,014
|
|
|
25,576
|
|
|||
Provision (benefit) for income taxes
|
|
1,740
|
|
|
(743
|
)
|
|
7,923
|
|
|||
Net income from continuing operations
|
|
11,540
|
|
|
19,757
|
|
|
17,653
|
|
|||
Income (loss) from discontinued operations
|
|
2,116
|
|
|
(9,957
|
)
|
|
(44
|
)
|
|||
Net income
|
|
13,656
|
|
|
9,800
|
|
|
17,609
|
|
|||
Net loss attributable to noncontrolling interests
|
|
(1,031
|
)
|
|
(219
|
)
|
|
—
|
|
|||
Net income attributable to common shareholders
|
|
$
|
14,687
|
|
|
$
|
10,019
|
|
|
$
|
17,609
|
|
|
|
|
|
|
|
|
||||||
Basic and diluted net income per common share
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
||||||
Basic earnings per share attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|||
Net income from continuing operations
|
|
$
|
0.67
|
|
|
$
|
1.15
|
|
|
$
|
1.10
|
|
Income (loss) from discontinued operations
|
|
$
|
0.11
|
|
|
$
|
(0.57
|
)
|
|
$
|
—
|
|
Net income attributable to common shareholders
|
|
$
|
0.79
|
|
|
$
|
0.58
|
|
|
$
|
1.10
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings per share attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|||
Net income from continuing operations
|
|
$
|
0.66
|
|
|
$
|
1.12
|
|
|
$
|
1.08
|
|
Income (loss) from discontinued operations
|
|
$
|
0.11
|
|
|
$
|
(0.56
|
)
|
|
$
|
(0.01
|
)
|
Net income attributable to common shareholders
|
|
$
|
0.77
|
|
|
$
|
0.56
|
|
|
$
|
1.07
|
|
|
|
|
|
|
|
|
||||||
Weighted average basic common shares outstanding
|
|
18,656
|
|
|
17,108
|
|
|
15,997
|
|
|||
Weighted average diluted common shares outstanding
|
|
19,177
|
|
|
17,641
|
|
|
16,390
|
|
|||
|
|
|
|
|
|
|
||||||
Dividends declared per common share
|
|
$
|
0.40
|
|
|
$
|
1.90
|
|
|
$
|
1.90
|
|
Year Ended December 31,
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net income
|
|
$
|
13,656
|
|
|
$
|
9,800
|
|
|
$
|
17,609
|
|
Foreign currency translation gain (loss) (net of tax)
|
|
233
|
|
|
(1,406
|
)
|
|
(3,480
|
)
|
|||
Net unrealized gains on investment securities (net of tax)
|
|
22
|
|
|
30
|
|
|
83
|
|
|||
Reclassification of net realized gains on marketable securities in net income (net of tax)
|
|
(294
|
)
|
|
—
|
|
|
—
|
|
|||
Write-off of Venezuela cumulative translation adjustments
|
|
—
|
|
|
4,135
|
|
|
—
|
|
|||
Total comprehensive income
|
|
13,617
|
|
|
12,559
|
|
|
14,212
|
|
|||
Net loss attributable to noncontrolling interests
|
|
(1,031
|
)
|
|
(219
|
)
|
|
—
|
|
|||
Total comprehensive income attributable to common shareholders
|
|
$
|
14,648
|
|
|
$
|
12,778
|
|
|
$
|
14,212
|
|
|
Common Stock
|
|
Retained
Earnings
|
|
Noncontrolling
Interests
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
|
|||||||||||||
|
Shares
|
|
Value
|
|
|
|
|
|||||||||||||||
Balance at January 1, 2013
|
15,810
|
|
|
$
|
77,292
|
|
|
$
|
48,910
|
|
|
$
|
—
|
|
|
$
|
(10,566
|
)
|
|
$
|
115,636
|
|
Share-based compensation expense
|
—
|
|
|
3,389
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,389
|
|
|||||
Tax benefit from exercise of stock options
|
—
|
|
|
653
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
653
|
|
|||||
Proceeds from the exercise of stock options
|
509
|
|
|
4,334
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,334
|
|
|||||
Repurchase of common stock
|
(140
|
)
|
|
(2,546
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,546
|
)
|
|||||
Cash dividends (1.90 per share)
|
—
|
|
|
—
|
|
|
(30,419
|
)
|
|
—
|
|
|
—
|
|
|
(30,419
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
17,609
|
|
|
—
|
|
|
—
|
|
|
17,609
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,397
|
)
|
|
(3,397
|
)
|
|||||
Balance at December 31, 2013
|
16,179
|
|
|
83,122
|
|
|
36,100
|
|
|
—
|
|
|
(13,963
|
)
|
|
105,259
|
|
|||||
Share-based compensation expense
|
—
|
|
|
3,948
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,948
|
|
|||||
Net proceeds from the issuance of shares to noncontrolling interests
|
2,855
|
|
|
44,795
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,795
|
|
|||||
Tax benefit from exercise of stock options
|
—
|
|
|
307
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
307
|
|
|||||
Proceeds from the exercise of stock options
|
124
|
|
|
772
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
772
|
|
|||||
Repurchase of common stock
|
(496
|
)
|
|
(7,455
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,455
|
)
|
|||||
Cash dividends (1.90 per share)
|
—
|
|
|
—
|
|
|
(35,228
|
)
|
|
—
|
|
|
—
|
|
|
(35,228
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
10,019
|
|
|
(219
|
)
|
|
—
|
|
|
9,800
|
|
|||||
Noncontrolling interests investment in Nature’s Sunshine Hong Kong Limited
|
—
|
|
|
—
|
|
|
—
|
|
|
4,000
|
|
|
—
|
|
|
4,000
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,759
|
|
|
2,759
|
|
|||||
Balance at December 31, 2014
|
18,662
|
|
|
125,489
|
|
|
10,891
|
|
|
3,781
|
|
|
(11,204
|
)
|
|
128,957
|
|
|||||
Share-based compensation expense
|
—
|
|
|
4,485
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,485
|
|
|||||
Tax deficiency from exercise of stock options
|
—
|
|
|
(520
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(520
|
)
|
|||||
Proceeds from the exercise of stock options
|
427
|
|
|
3,861
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,861
|
|
|||||
Repurchase of common stock
|
(501
|
)
|
|
(6,645
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,645
|
)
|
|||||
Cash dividends (0.40 per share)
|
—
|
|
|
—
|
|
|
(7,490
|
)
|
|
—
|
|
|
—
|
|
|
(7,490
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
14,687
|
|
|
(1,031
|
)
|
|
—
|
|
|
13,656
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
(39
|
)
|
|||||
Balance at December 31, 2015
|
18,588
|
|
|
$
|
126,670
|
|
|
$
|
18,088
|
|
|
$
|
2,750
|
|
|
$
|
(11,243
|
)
|
|
$
|
136,265
|
|
Year Ended December 31,
|
|
2015
|
|
2014
|
|
2013
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
$
|
13,656
|
|
|
$
|
9,800
|
|
|
$
|
17,609
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|||
Write-off of cumulative translation adjustments
|
|
—
|
|
|
4,135
|
|
|
—
|
|
|||
Impairment of Venezuela property, plant and equipment, net
|
|
—
|
|
|
2,947
|
|
|
—
|
|
|||
Provision for doubtful accounts
|
|
21
|
|
|
(121
|
)
|
|
535
|
|
|||
Depreciation and amortization
|
|
4,525
|
|
|
4,409
|
|
|
4,466
|
|
|||
Share-based compensation expense
|
|
4,485
|
|
|
3,948
|
|
|
3,389
|
|
|||
Tax benefit from stock option exercise
|
|
—
|
|
|
(307
|
)
|
|
(653
|
)
|
|||
(Gain) loss on sale of property and equipment
|
|
(2,703
|
)
|
|
132
|
|
|
(128
|
)
|
|||
Deferred income taxes
|
|
(3,373
|
)
|
|
(3,927
|
)
|
|
1,092
|
|
|||
Amortization of bond discount
|
|
—
|
|
|
3
|
|
|
1
|
|
|||
Purchase of trading investment securities
|
|
(252
|
)
|
|
(162
|
)
|
|
(88
|
)
|
|||
Proceeds from sale of trading investment securities
|
|
239
|
|
|
151
|
|
|
510
|
|
|||
Realized and unrealized gains on investments
|
|
(470
|
)
|
|
(56
|
)
|
|
(122
|
)
|
|||
Foreign exchange losses (gains)
|
|
1,948
|
|
|
(225
|
)
|
|
(1,254
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
|
(1,091
|
)
|
|
3,457
|
|
|
(1,358
|
)
|
|||
Inventories
|
|
933
|
|
|
748
|
|
|
838
|
|
|||
Prepaid expenses and other
|
|
636
|
|
|
3,411
|
|
|
(5,728
|
)
|
|||
Other assets
|
|
(4,010
|
)
|
|
(1,235
|
)
|
|
(303
|
)
|
|||
Accounts payable
|
|
593
|
|
|
(359
|
)
|
|
(552
|
)
|
|||
Accrued volume incentives
|
|
(1,427
|
)
|
|
(1,905
|
)
|
|
1,286
|
|
|||
Accrued liabilities
|
|
(3,451
|
)
|
|
(5,360
|
)
|
|
7,379
|
|
|||
Deferred revenue
|
|
(557
|
)
|
|
544
|
|
|
(138
|
)
|
|||
Income taxes payable
|
|
(914
|
)
|
|
25
|
|
|
1,071
|
|
|||
Liability related to unrecognized tax positions
|
|
1,368
|
|
|
(5,804
|
)
|
|
1,831
|
|
|||
Deferred compensation payable
|
|
6
|
|
|
(67
|
)
|
|
(305
|
)
|
|||
Net cash provided by operating activities
|
|
10,162
|
|
|
14,182
|
|
|
29,378
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|||
Purchases of property, plant and equipment
|
|
(22,527
|
)
|
|
(26,285
|
)
|
|
(8,570
|
)
|
|||
Proceeds from sale of property, plant and equipment
|
|
3,128
|
|
|
85
|
|
|
248
|
|
|||
Purchases of investments available for sale
|
|
(3
|
)
|
|
(721
|
)
|
|
(442
|
)
|
|||
Proceeds from sale/maturities of investments available for sale
|
|
810
|
|
|
247
|
|
|
200
|
|
|||
Net cash used in investing activities
|
|
(18,592
|
)
|
|
(26,674
|
)
|
|
(8,564
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|||
Payments of cash dividends
|
|
(7,490
|
)
|
|
(35,228
|
)
|
|
(30,419
|
)
|
|||
Borrowings on long-term debt
|
|
—
|
|
|
—
|
|
|
10,000
|
|
|||
Net borrowings on revolving credit facility
|
|
2,696
|
|
|
—
|
|
|
—
|
|
|||
Principal payments of long-term debt
|
|
—
|
|
|
(12,267
|
)
|
|
(3,353
|
)
|
|||
Net proceeds from the issuance of shares to noncontrolling interests
|
|
—
|
|
|
44,795
|
|
|
—
|
|
|||
Investment by noncontrolling interests
|
|
—
|
|
|
4,000
|
|
|
—
|
|
|||
Proceeds from exercise of stock options
|
|
3,861
|
|
|
772
|
|
|
4,334
|
|
|||
Tax benefit from stock option exercise
|
|
—
|
|
|
307
|
|
|
653
|
|
|||
Repurchase of common stock
|
|
(6,645
|
)
|
|
(7,455
|
)
|
|
(2,546
|
)
|
|||
Net cash used in financing activities
|
|
(7,578
|
)
|
|
(5,076
|
)
|
|
(21,331
|
)
|
|||
Effect of exchange rates on cash and cash equivalents
|
|
(1,271
|
)
|
|
(980
|
)
|
|
(1,477
|
)
|
|||
Net decrease in cash and cash equivalents
|
|
(17,279
|
)
|
|
(18,548
|
)
|
|
(1,994
|
)
|
|||
Cash and cash equivalents at beginning of the year
|
|
58,699
|
|
|
77,247
|
|
|
79,241
|
|
|||
Cash and cash equivalents at end of the year
|
|
$
|
41,420
|
|
|
$
|
58,699
|
|
|
$
|
77,247
|
|
Year Ended December 31,
|
|
2015
|
|
2014
|
|
2013
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
|||
Cash paid for income taxes
|
|
$
|
9,782
|
|
|
$
|
6,450
|
|
|
$
|
10,278
|
|
Cash paid for interest
|
|
56
|
|
|
171
|
|
|
128
|
|
|||
Supplemental disclosure of noncash investing and financing activities:
|
|
|
|
|
|
|
|
|
|
|||
Purchases of property, plant and equipment included in accounts payable and accrued liabilities
|
|
$
|
1,081
|
|
|
$
|
780
|
|
|
$
|
155
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net income attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|||
Net income from continuing operations
|
$
|
12,571
|
|
|
$
|
19,976
|
|
|
$
|
17,653
|
|
Income (loss) from discontinued operations
|
$
|
2,116
|
|
|
$
|
(9,957
|
)
|
|
$
|
(44
|
)
|
Net income
|
$
|
14,687
|
|
|
$
|
10,019
|
|
|
$
|
17,609
|
|
|
|
|
|
|
|
||||||
Basic weighted-average shares outstanding
|
18,656
|
|
|
17,108
|
|
|
15,997
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings per share attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|||
Net income from continuing operations
|
$
|
0.67
|
|
|
$
|
1.15
|
|
|
$
|
1.10
|
|
Income (loss) from discontinued operations
|
$
|
0.11
|
|
|
$
|
(0.57
|
)
|
|
$
|
—
|
|
Net income
|
$
|
0.79
|
|
|
$
|
0.58
|
|
|
$
|
1.10
|
|
|
|
|
|
|
|
||||||
Diluted Shares Outstanding
|
|
|
|
|
|
|
|
|
|||
Basic weighted-average shares outstanding
|
18,656
|
|
|
17,108
|
|
|
15,997
|
|
|||
Stock-based awards
|
521
|
|
|
533
|
|
|
393
|
|
|||
Diluted weighted-average shares outstanding
|
19,177
|
|
|
17,641
|
|
|
16,390
|
|
|||
|
|
|
|
|
|
||||||
Diluted earnings per share attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|||
Net income from continuing operations
|
$
|
0.66
|
|
|
$
|
1.12
|
|
|
$
|
1.08
|
|
Income (loss) from discontinued operations
|
$
|
0.11
|
|
|
$
|
(0.56
|
)
|
|
$
|
(0.01
|
)
|
Net income
|
$
|
0.77
|
|
|
$
|
0.56
|
|
|
$
|
1.07
|
|
|
|
|
|
|
|
||||||
Potentially dilutive shares excluded from diluted-per-share amounts:
|
|
|
|
|
|
|
|
|
|||
Stock options
|
345
|
|
|
133
|
|
|
135
|
|
|||
|
|
|
|
|
|
||||||
Potentially anti-dilutive shares excluded from diluted-per-share amounts:
|
|
|
|
|
|
|
|
|
|||
Stock options
|
688
|
|
|
210
|
|
|
210
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales revenue
|
$
|
—
|
|
|
$
|
7,559
|
|
|
$
|
8,270
|
|
|
|
|
|
|
|
||||||
Income (loss) before income tax provision
|
$
|
2,604
|
|
|
$
|
(10,597
|
)
|
|
$
|
77
|
|
Income tax provision (benefit)
|
488
|
|
|
(640
|
)
|
|
121
|
|
|||
Income (loss) from discontinued operations
|
$
|
2,116
|
|
|
$
|
(9,957
|
)
|
|
$
|
(44
|
)
|
As of December 31,
|
|
2015
|
|
2014
|
||||
Raw materials
|
|
$
|
13,351
|
|
|
$
|
11,206
|
|
Work in process
|
|
789
|
|
|
534
|
|
||
Finished goods
|
|
24,355
|
|
|
28,698
|
|
||
Total inventory
|
|
$
|
38,495
|
|
|
$
|
40,438
|
|
As of December 31,
|
|
2015
|
|
2014
|
||||
Land and improvements
|
|
$
|
2,518
|
|
|
$
|
2,418
|
|
Buildings and improvements
|
|
30,013
|
|
|
31,245
|
|
||
Machinery and equipment
|
|
22,293
|
|
|
19,716
|
|
||
Furniture and fixtures
|
|
18,964
|
|
|
18,311
|
|
||
Computer software and hardware
|
|
44,194
|
|
|
27,294
|
|
||
|
|
117,982
|
|
|
98,984
|
|
||
Accumulated depreciation and amortization
|
|
(49,254
|
)
|
|
(47,641
|
)
|
||
Total property, plant and equipment
|
|
$
|
68,728
|
|
|
$
|
51,343
|
|
As of December 31,
|
|
2015
|
|
2014
|
||||
Foreign non-income tax contingencies (See Note 14)
|
|
$
|
204
|
|
|
$
|
2,622
|
|
Sales, use and property tax
|
|
3,231
|
|
|
3,575
|
|
||
Salaries and employee benefits
|
|
9,706
|
|
|
13,445
|
|
||
Convention and meeting costs
|
|
4,798
|
|
|
4,243
|
|
||
Other
|
|
5,787
|
|
|
5,072
|
|
||
Total
|
|
$
|
23,726
|
|
|
$
|
28,957
|
|
As of December 31, 2015
|
|
Amortized
Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Fair
Value |
||||||||
U.S. government securities funds
|
|
$
|
1,794
|
|
|
$
|
—
|
|
|
$
|
(22
|
)
|
|
$
|
1,772
|
|
Total short-term investment securities
|
|
$
|
1,794
|
|
|
$
|
—
|
|
|
$
|
(22
|
)
|
|
$
|
1,772
|
|
As of December 31, 2014
|
|
Amortized
Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Fair
Value |
||||||||
Municipal obligations
|
|
$
|
100
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
101
|
|
U.S. government securities funds
|
|
1,791
|
|
|
—
|
|
|
(15
|
)
|
|
1,776
|
|
||||
Equity securities
|
|
227
|
|
|
454
|
|
|
(12
|
)
|
|
669
|
|
||||
Total short-term investment securities
|
|
$
|
2,118
|
|
|
$
|
455
|
|
|
$
|
(27
|
)
|
|
$
|
2,546
|
|
|
Foreign Currency
Translation
Adjustments
|
|
Net Unrealized
Gains (Losses) On
Available-For-Sale
Securities
|
|
Total
Accumulated Other
Comprehensive Loss
|
||||||
Balance as of January 1, 2013
|
$
|
(10,713
|
)
|
|
$
|
147
|
|
|
$
|
(10,566
|
)
|
Activity, net of tax
|
(3,480
|
)
|
|
83
|
|
|
(3,397
|
)
|
|||
Balance as of December 31, 2013
|
(14,193
|
)
|
|
230
|
|
|
(13,963
|
)
|
|||
Activity, net of tax
|
2,729
|
|
|
30
|
|
|
2,759
|
|
|||
Balance as of December 31, 2014
|
(11,464
|
)
|
|
260
|
|
|
(11,204
|
)
|
|||
Activity, net of tax
|
233
|
|
|
(272
|
)
|
|
(39
|
)
|
|||
Balance as of December 31, 2015
|
$
|
(11,231
|
)
|
|
(12
|
)
|
|
$
|
(11,243
|
)
|
Year Ended December 31,
|
|
2015
|
|
2014
|
|
2013
|
||||||
Domestic
|
|
$
|
6,290
|
|
|
$
|
4,577
|
|
|
$
|
6,111
|
|
Foreign
|
|
6,990
|
|
|
14,437
|
|
|
19,465
|
|
|||
Total
|
|
$
|
13,280
|
|
|
$
|
19,014
|
|
|
$
|
25,576
|
|
Year Ended December 31,
|
|
2015
|
|
2014
|
|
2013
|
||||||
Current:
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
$
|
537
|
|
|
$
|
(2,713
|
)
|
|
$
|
(773
|
)
|
State
|
|
73
|
|
|
514
|
|
|
399
|
|
|||
Foreign
|
|
4,503
|
|
|
5,539
|
|
|
7,230
|
|
|||
Subtotal
|
|
5,113
|
|
|
3,340
|
|
|
6,856
|
|
|||
Deferred:
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
(3,624
|
)
|
|
(3,804
|
)
|
|
1,654
|
|
|||
State
|
|
430
|
|
|
(326
|
)
|
|
186
|
|
|||
Foreign
|
|
(179
|
)
|
|
47
|
|
|
(773
|
)
|
|||
Subtotal
|
|
(3,373
|
)
|
|
(4,083
|
)
|
|
1,067
|
|
|||
Total provision (benefit) for income taxes
|
|
$
|
1,740
|
|
|
$
|
(743
|
)
|
|
$
|
7,923
|
|
Year Ended December 31,
|
|
2015
|
|
2014
|
|
2013
|
|||
Statutory U.S. federal income tax rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of U.S. federal income tax benefit
|
|
2.7
|
|
|
0.6
|
|
|
1.4
|
|
U.S. tax impact of foreign operations
|
|
2.8
|
|
|
(73.0
|
)
|
|
(16.2
|
)
|
Valuation allowance change
|
|
(24.5
|
)
|
|
48.8
|
|
|
4.3
|
|
Unrecognized tax benefits
|
|
11.2
|
|
|
(8.6
|
)
|
|
7.9
|
|
Domestic manufacturing deduction
|
|
(1.3
|
)
|
|
(2.2
|
)
|
|
(1.3
|
)
|
Nondeductible foreign expenses
|
|
(7.4
|
)
|
|
(1.8
|
)
|
|
1.1
|
|
Non-income tax contingencies
|
|
(2.0
|
)
|
|
(0.9
|
)
|
|
0.2
|
|
Other
|
|
(3.4
|
)
|
|
(1.8
|
)
|
|
(1.4
|
)
|
Effective income tax rate
|
|
13.1
|
%
|
|
(3.9
|
)%
|
|
31.0
|
%
|
As of December 31,
|
|
2015
|
|
2014
|
||||
Inventory
|
|
$
|
1,200
|
|
|
$
|
1,766
|
|
Accrued liabilities
|
|
4,104
|
|
|
5,023
|
|
||
Deferred compensation
|
|
387
|
|
|
398
|
|
||
Equity-based compensation
|
|
4,660
|
|
|
4,293
|
|
||
Intangibles assets
|
|
267
|
|
|
442
|
|
||
Bad debts
|
|
52
|
|
|
64
|
|
||
Net operating losses
|
|
5,364
|
|
|
5,824
|
|
||
Foreign tax and withholding credits
|
|
11,732
|
|
|
12,591
|
|
||
Non-income tax accruals
|
|
54
|
|
|
53
|
|
||
Health insurance accruals
|
|
154
|
|
|
230
|
|
||
Undistributed foreign earnings
|
|
—
|
|
|
474
|
|
||
Other deferred tax assets
|
|
2,070
|
|
|
1,488
|
|
||
Capital loss carryforward
|
|
1,047
|
|
|
739
|
|
||
Valuation allowance
|
|
(6,565
|
)
|
|
(13,169
|
)
|
||
Total deferred tax assets
|
|
$
|
24,526
|
|
|
20,216
|
|
|
Other deferred tax liabilities
|
|
(2,167
|
)
|
|
(778
|
)
|
||
Total deferred tax liabilities
|
|
(2,167
|
)
|
|
(778
|
)
|
||
Total deferred taxes, net
|
|
$
|
22,359
|
|
|
$
|
19,438
|
|
As of December 31,
|
|
2015
|
|
2014
|
||||
Net current deferred tax assets
|
|
$
|
5,021
|
|
|
$
|
4,950
|
|
Net non-current deferred tax assets
|
|
17,339
|
|
|
14,495
|
|
||
Total net deferred tax assets
|
|
22,360
|
|
|
19,445
|
|
||
|
|
|
|
|
||||
Net current deferred tax liabilities
|
|
(1
|
)
|
|
(1
|
)
|
||
Net non-current deferred tax liabilities
|
|
—
|
|
|
(6
|
)
|
||
Total net deferred tax liabilities
|
|
(1
|
)
|
|
(7
|
)
|
||
|
|
|
|
|
||||
Total deferred taxes, net
|
|
$
|
22,359
|
|
|
$
|
19,438
|
|
Year Ended December 31,
|
|
2015
|
|
2014
|
|
2013
|
||||||
Unrecognized tax benefits, opening balance
|
|
$
|
4,950
|
|
|
$
|
11,050
|
|
|
$
|
9,519
|
|
Settlement of liability reclassified as income tax payable
|
|
(104
|
)
|
|
(591
|
)
|
|
(10
|
)
|
|||
Payments on liability
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Tax positions taken in a prior period
|
|
|
|
|
|
|
|
|
|
|||
Gross increases
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Gross decreases
|
|
(47
|
)
|
|
(6,614
|
)
|
|
(184
|
)
|
|||
Tax positions taken in the current period
|
|
|
|
|
|
|
|
|
|
|||
Gross increases
|
|
1,252
|
|
|
1,934
|
|
|
2,356
|
|
|||
Gross decreases
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Lapse of applicable statute of limitations
|
|
(69
|
)
|
|
(244
|
)
|
|
(323
|
)
|
|||
Currency translation adjustments
|
|
(157
|
)
|
|
(585
|
)
|
|
(308
|
)
|
|||
Unrecognized tax benefits, ending balance
|
|
$
|
5,825
|
|
|
$
|
4,950
|
|
|
$
|
11,050
|
|
Period
|
|
Number of
Shares
|
|
Average
Price Paid per Share (includes commissions)
|
|
Program Balance Used
for Repurchases
|
|||||
January 1 — March 31, 2015
|
|
203
|
|
|
$
|
14.06
|
|
|
$
|
2,853
|
|
April 1 — June 30, 2015
|
|
94
|
|
|
13.13
|
|
|
1,228
|
|
||
July 1 — September 30, 2015
|
|
162
|
|
|
12.64
|
|
|
2,045
|
|
||
October 1 — December 31, 2015
|
|
42
|
|
|
12.07
|
|
|
519
|
|
||
|
|
501
|
|
|
$
|
13.26
|
|
|
$
|
6,645
|
|
|
Number of
Shares
|
|
Weighted Average Exercise
Price Per Share
|
|||
Options outstanding at January 1, 2013
|
1,784
|
|
|
$
|
11.81
|
|
Granted
|
832
|
|
|
15.85
|
|
|
Forfeited or canceled
|
(184
|
)
|
|
13.65
|
|
|
Exercised
|
(506
|
)
|
|
8.56
|
|
|
Options outstanding at December 31, 2013
|
1,926
|
|
|
12.54
|
|
|
Granted
|
258
|
|
|
15.38
|
|
|
Forfeited or canceled
|
(23
|
)
|
|
13.33
|
|
|
Exercised
|
(124
|
)
|
|
6.42
|
|
|
Options outstanding at December 31, 2014
|
2,037
|
|
|
11.69
|
|
|
Granted
|
335
|
|
|
14.04
|
|
|
Forfeited or canceled
|
(284
|
)
|
|
14.07
|
|
|
Exercised
|
(405
|
)
|
|
9.78
|
|
|
Options outstanding at December 31, 2015
|
1,683
|
|
|
$
|
12.21
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Weighted average grant date fair value of grants
|
$
|
4.79
|
|
|
$
|
6.53
|
|
|
$
|
6.55
|
|
Expected life (in years)
|
5.0 to 6.0
|
|
|
6.0
|
|
|
5.0 to 6.0
|
|
|||
Risk-free interest rate
|
1.5 to 1.8
|
|
|
1.5
|
|
|
0.6 to 1.5
|
|
|||
Expected volatility
|
42.6 to 52.3
|
|
|
56.7
|
|
|
55.9 to 58.2
|
|
|||
Dividend yield
|
2.8 to 3.6
|
|
|
2.6
|
|
|
2.1 to 2.7
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||
Range of Option
Prices Per Share
|
|
Options
Outstanding
|
|
Weighted-Avg.
Remaining
Contractual Life
|
|
Weighted-Avg.
Exercise Price
Per Share
|
|
Options
Exercisable
|
|
Weighted-Avg.
Remaining
Contractual Life
|
|
Weighted-Avg.
Exercise Price
Per Share
|
||||||
$2.35 to $9.99
|
|
179
|
|
|
4.3
|
|
$
|
4.97
|
|
|
179
|
|
|
4.3
|
|
$
|
4.97
|
|
$10.00 to $11.99
|
|
505
|
|
|
7.0
|
|
11.79
|
|
|
249
|
|
|
7.1
|
|
11.73
|
|
||
$12.00 to $13.99
|
|
579
|
|
|
6.7
|
|
12.85
|
|
|
405
|
|
|
6.2
|
|
12.52
|
|
||
$14.00 to $17.70
|
|
420
|
|
|
8.7
|
|
14.95
|
|
|
125
|
|
|
4.7
|
|
15.79
|
|
||
|
|
1,683
|
|
|
|
|
|
|
|
958
|
|
|
|
|
|
|
|
Number of
Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|||
Units outstanding at January 1, 2013
|
18
|
|
|
$
|
12.07
|
|
Granted
|
17
|
|
|
12.90
|
|
|
Issued
|
(3
|
)
|
|
12.07
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Units outstanding at December 31, 2013
|
32
|
|
|
12.47
|
|
|
Granted
|
156
|
|
|
10.73
|
|
|
Issued
|
—
|
|
|
—
|
|
|
Forfeited
|
(8
|
)
|
|
15.37
|
|
|
Units outstanding at December 31, 2014
|
180
|
|
|
15.09
|
|
|
Granted
|
679
|
|
|
12.61
|
|
|
Issued
|
(30
|
)
|
|
13.63
|
|
|
Forfeited
|
(85
|
)
|
|
12.84
|
|
|
Units outstanding at December 31, 2015
|
744
|
|
|
12.48
|
|
|
Number of
Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|||
Units outstanding at January 1, 2015
|
30
|
|
|
$
|
5.47
|
|
Granted
|
—
|
|
|
—
|
|
|
Forfeited or canceled
|
(10
|
)
|
|
5.86
|
|
|
Exercised
|
—
|
|
|
—
|
|
|
Units outstanding at December 31, 2015
|
20
|
|
|
5.27
|
|
Year Ending December 31,
|
|
||
2016
|
$
|
5,454
|
|
2017
|
4,318
|
|
|
2018
|
2,735
|
|
|
2019
|
415
|
|
|
2020
|
162
|
|
|
Thereafter
|
290
|
|
|
Total
|
$
|
13,374
|
|
Year Ended December 31,
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales revenue:
|
|
|
|
|
|
|
|
|
|
|||
NSP Americas
|
|
$
|
179,151
|
|
|
$
|
182,395
|
|
|
$
|
190,684
|
|
NSP Russia, Central and Eastern Europe
|
|
27,408
|
|
|
50,274
|
|
|
62,747
|
|
|||
Synergy WorldWide
|
|
114,081
|
|
|
128,101
|
|
|
108,290
|
|
|||
China and New Markets
|
|
4,065
|
|
|
5,597
|
|
|
8,105
|
|
|||
Total net sales revenue
|
|
324,705
|
|
|
366,367
|
|
|
369,826
|
|
|||
Contribution margin (1):
|
|
|
|
|
|
|
|
|
|
|||
NSP Americas
|
|
74,953
|
|
|
74,603
|
|
|
78,171
|
|
|||
NSP Russia, Central and Eastern Europe
|
|
9,474
|
|
|
17,851
|
|
|
22,542
|
|
|||
Synergy WorldWide
|
|
35,277
|
|
|
43,888
|
|
|
38,011
|
|
|||
China and New Markets
|
|
1,870
|
|
|
2,633
|
|
|
3,242
|
|
|||
Total contribution margin
|
|
121,574
|
|
|
138,975
|
|
|
141,966
|
|
|||
|
|
|
|
|
|
|
||||||
Selling, general and administrative
|
|
107,702
|
|
|
119,927
|
|
|
118,383
|
|
|||
Operating income
|
|
13,872
|
|
|
19,048
|
|
|
23,583
|
|
|||
|
|
|
|
|
|
|
||||||
Other income (loss), net
|
|
(592
|
)
|
|
(34
|
)
|
|
1,993
|
|
|||
Income from continuing operations before provision for income taxes
|
|
$
|
13,280
|
|
|
$
|
19,014
|
|
|
$
|
25,576
|
|
Year Ended December 31,
|
|
2015
|
|
2014
|
|
2013
|
||||||
Capital expenditures:
|
|
|
|
|
|
|
|
|
|
|||
NSP Americas
|
|
$
|
21,437
|
|
|
$
|
25,581
|
|
|
$
|
8,018
|
|
NSP Russia, Central and Eastern Europe
|
|
—
|
|
|
8
|
|
|
4
|
|
|||
Synergy WorldWide
|
|
302
|
|
|
1,321
|
|
|
534
|
|
|||
China and New Markets
|
|
487
|
|
|
—
|
|
|
—
|
|
|||
Total capital expenditures
|
|
$
|
22,226
|
|
|
$
|
26,910
|
|
|
$
|
8,556
|
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization:
|
|
|
|
|
|
|
|
|
|
|||
NSP Americas
|
|
$
|
3,603
|
|
|
$
|
3,438
|
|
|
$
|
3,568
|
|
NSP Russia, Central and Eastern Europe
|
|
26
|
|
|
25
|
|
|
27
|
|
|||
Synergy WorldWide
|
|
885
|
|
|
946
|
|
|
871
|
|
|||
China and New Markets
|
|
11
|
|
|
—
|
|
|
—
|
|
|||
Total depreciation and amortization
|
|
$
|
4,525
|
|
|
$
|
4,409
|
|
|
$
|
4,466
|
|
As of December 31,
|
|
2015
|
|
2014
|
||||
Assets:
|
|
|
|
|
|
|
||
NSP Americas
|
|
$
|
141,428
|
|
|
$
|
129,371
|
|
NSP Russia, Central and Eastern Europe
|
|
5,122
|
|
|
6,679
|
|
||
Synergy WorldWide
|
|
38,048
|
|
|
40,797
|
|
||
China and New Markets
|
|
15,922
|
|
|
19,952
|
|
||
Total assets
|
|
$
|
200,520
|
|
|
$
|
196,799
|
|
Year Ended December 31,
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales revenue:
|
|
|
|
|
|
|
|
|
|
|||
United States
|
|
$
|
147,553
|
|
|
$
|
148,219
|
|
|
$
|
152,209
|
|
South Korea
|
|
48,476
|
|
|
54,314
|
|
|
34,207
|
|
|||
Other
|
|
128,676
|
|
|
163,834
|
|
|
183,410
|
|
|||
Total net sales revenue
|
|
$
|
324,705
|
|
|
$
|
366,367
|
|
|
$
|
369,826
|
|
Year Ended December 31,
|
|
2015
|
|
2014
|
|
2013
|
||||||
NSP Americas:
|
|
|
|
|
|
|
|
|
|
|||
General health
|
|
$
|
80,315
|
|
|
$
|
78,218
|
|
|
$
|
80,379
|
|
Immunity
|
|
22,042
|
|
|
23,549
|
|
|
23,374
|
|
|||
Cardiovascular
|
|
12,331
|
|
|
12,566
|
|
|
13,018
|
|
|||
Digestive
|
|
49,239
|
|
|
53,133
|
|
|
55,936
|
|
|||
Personal care
|
|
3,575
|
|
|
4,000
|
|
|
5,162
|
|
|||
Weight management
|
|
11,649
|
|
|
10,929
|
|
|
12,815
|
|
|||
|
|
179,151
|
|
|
182,395
|
|
|
190,684
|
|
|||
NSP Russia, Central and Eastern Europe:
|
|
|
|
|
|
|
|
|
|
|||
General health
|
|
$
|
11,433
|
|
|
$
|
18,841
|
|
|
$
|
22,690
|
|
Immunity
|
|
3,328
|
|
|
6,512
|
|
|
7,902
|
|
|||
Cardiovascular
|
|
1,714
|
|
|
3,104
|
|
|
4,324
|
|
|||
Digestive
|
|
7,167
|
|
|
13,171
|
|
|
15,693
|
|
|||
Personal care
|
|
2,716
|
|
|
6,073
|
|
|
8,817
|
|
|||
Weight management
|
|
1,050
|
|
|
2,573
|
|
|
3,321
|
|
|||
|
|
27,408
|
|
|
50,274
|
|
|
62,747
|
|
|||
Synergy WorldWide:
|
|
|
|
|
|
|
|
|
|
|||
General health
|
|
$
|
43,829
|
|
|
$
|
46,546
|
|
|
$
|
36,723
|
|
Immunity
|
|
752
|
|
|
974
|
|
|
1,394
|
|
|||
Cardiovascular
|
|
34,191
|
|
|
42,449
|
|
|
42,154
|
|
|||
Digestive
|
|
17,746
|
|
|
20,839
|
|
|
16,897
|
|
|||
Personal care
|
|
5,697
|
|
|
7,196
|
|
|
7,097
|
|
|||
Weight management
|
|
11,866
|
|
|
10,097
|
|
|
4,025
|
|
|||
|
|
114,081
|
|
|
128,101
|
|
|
108,290
|
|
|||
China and New Markets:
|
|
|
|
|
|
|
|
|
|
|||
General health
|
|
$
|
1,903
|
|
|
$
|
2,370
|
|
|
$
|
3,259
|
|
Immunity
|
|
525
|
|
|
777
|
|
|
1,006
|
|
|||
Cardiovascular
|
|
292
|
|
|
334
|
|
|
461
|
|
|||
Digestive
|
|
1,011
|
|
|
1,608
|
|
|
2,365
|
|
|||
Personal care
|
|
93
|
|
|
108
|
|
|
126
|
|
|||
Weight management
|
|
241
|
|
|
400
|
|
|
888
|
|
|||
|
|
4,065
|
|
|
5,597
|
|
|
8,105
|
|
|||
Total net sales revenue
|
|
$
|
324,705
|
|
|
$
|
366,367
|
|
|
$
|
369,826
|
|
As of December 31
|
|
2015
|
|
2014
|
||||
Property, plant and equipment
|
|
|
|
|
|
|
||
United States
|
|
$
|
66,044
|
|
|
$
|
48,013
|
|
Other
|
|
2,684
|
|
|
3,330
|
|
||
Total property, plant and equipment
|
|
$
|
68,728
|
|
|
$
|
51,343
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
||||||||
|
Quoted Prices
in Active
Markets for
Identical Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
|
Total
|
||||||||
Investments available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. government security funds
|
$
|
1,772
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,772
|
|
Investment securities
|
1,044
|
|
|
—
|
|
|
—
|
|
|
1,044
|
|
||||
Total assets measured at fair value on a recurring basis
|
$
|
2,816
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,816
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
||||||||
|
Quoted Prices
in Active
Markets for
Identical Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
|
Total
|
||||||||
Investments available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
||||
Municipal obligations
|
$
|
—
|
|
|
$
|
101
|
|
|
$
|
—
|
|
|
$
|
101
|
|
U.S. government security funds
|
1,776
|
|
|
—
|
|
|
—
|
|
|
1,776
|
|
||||
Equity securities
|
669
|
|
|
—
|
|
|
—
|
|
|
669
|
|
||||
Investment securities
|
1,038
|
|
|
—
|
|
|
—
|
|
|
1,038
|
|
||||
Total assets measured at fair value on a recurring basis
|
$
|
3,483
|
|
|
$
|
101
|
|
|
$
|
—
|
|
|
$
|
3,584
|
|
|
For the Quarter Ended
|
||||||||||||||
|
March 31,
2015 |
|
June 30,
2015 |
|
September
30, 2015 |
|
December
31, 2015 |
||||||||
Net sales revenue
|
$
|
83,878
|
|
|
$
|
81,247
|
|
|
$
|
79,586
|
|
|
$
|
79,994
|
|
Cost of sales
|
(21,881
|
)
|
|
(21,068
|
)
|
|
(20,643
|
)
|
|
(21,753
|
)
|
||||
Gross profit
|
61,997
|
|
|
60,179
|
|
|
58,943
|
|
|
58,241
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Volume incentives
|
30,337
|
|
|
29,603
|
|
|
28,690
|
|
|
29,156
|
|
||||
Selling, general and administrative
|
26,330
|
|
|
27,392
|
|
|
27,115
|
|
|
26,865
|
|
||||
Operating income
|
5,330
|
|
|
3,184
|
|
|
3,138
|
|
|
2,220
|
|
||||
Other expense
|
(318
|
)
|
|
(2
|
)
|
|
(247
|
)
|
|
(25
|
)
|
||||
Income from continuing operations before income taxes
|
5,012
|
|
|
3,182
|
|
|
2,891
|
|
|
2,195
|
|
||||
Provision (benefit) for income taxes
|
809
|
|
|
787
|
|
|
1,284
|
|
|
(1,140
|
)
|
||||
Net income from continuing operations
|
4,203
|
|
|
2,395
|
|
|
1,607
|
|
|
3,335
|
|
||||
Income from discontinued operations
|
1,312
|
|
|
—
|
|
|
804
|
|
|
—
|
|
||||
Net income
|
5,515
|
|
|
2,395
|
|
|
2,411
|
|
|
3,335
|
|
||||
Net loss attributable to noncontrolling interests
|
(152
|
)
|
|
(166
|
)
|
|
(355
|
)
|
|
(358
|
)
|
||||
Net income attributable to common shareholders
|
$
|
5,667
|
|
|
$
|
2,561
|
|
|
$
|
2,766
|
|
|
$
|
3,693
|
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted net income per common share
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income from continuing operations
|
$
|
0.23
|
|
|
$
|
0.14
|
|
|
$
|
0.10
|
|
|
$
|
0.20
|
|
Income from discontinued operations
|
$
|
0.07
|
|
|
$
|
—
|
|
|
$
|
0.04
|
|
|
$
|
—
|
|
Net income attributable to common shareholders
|
$
|
0.30
|
|
|
$
|
0.14
|
|
|
$
|
0.15
|
|
|
$
|
0.20
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income from continuing operations
|
$
|
0.23
|
|
|
$
|
0.13
|
|
|
$
|
0.10
|
|
|
$
|
0.19
|
|
Income from discontinued operations
|
$
|
0.07
|
|
|
$
|
—
|
|
|
$
|
0.04
|
|
|
$
|
—
|
|
Net income attributable to common shareholders
|
$
|
0.30
|
|
|
$
|
0.13
|
|
|
$
|
0.14
|
|
|
$
|
0.19
|
|
|
|
|
|
|
|
|
|
||||||||
Dividends declared per common share
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
For the Quarter Ended
|
||||||||||||||
|
March 31,
2014 |
|
June 30,
2014 |
|
September 30,
2014 |
|
December 31,
2014 |
||||||||
Net sales revenue
|
$
|
93,467
|
|
|
$
|
92,831
|
|
|
$
|
93,406
|
|
|
$
|
86,663
|
|
Cost of sales
|
(22,581
|
)
|
|
(22,793
|
)
|
|
(22,742
|
)
|
|
(23,468
|
)
|
||||
Gross profit
|
70,886
|
|
|
70,038
|
|
|
70,664
|
|
|
63,195
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Volume incentives
|
34,893
|
|
|
34,270
|
|
|
34,918
|
|
|
31,727
|
|
||||
Selling, general and administrative
|
29,152
|
|
|
29,941
|
|
|
30,200
|
|
|
30,634
|
|
||||
Operating income
|
6,841
|
|
|
5,827
|
|
|
5,546
|
|
|
834
|
|
||||
Other income (expense)
|
(262
|
)
|
|
(79
|
)
|
|
(42
|
)
|
|
349
|
|
||||
Income from continuing operations before income taxes
|
6,579
|
|
|
5,748
|
|
|
5,504
|
|
|
1,183
|
|
||||
Provision (benefit) for income taxes
|
(3,657
|
)
|
|
2,198
|
|
|
407
|
|
|
309
|
|
||||
Net income from continuing operations
|
10,236
|
|
|
3,550
|
|
|
5,097
|
|
|
874
|
|
||||
Loss from discontinued operations
|
(571
|
)
|
|
(316
|
)
|
|
(4,106
|
)
|
|
(4,964
|
)
|
||||
Net income (loss)
|
9,665
|
|
|
3,234
|
|
|
991
|
|
|
(4,090
|
)
|
||||
Net loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
(193
|
)
|
||||
Net income (loss) attributable to common shareholders
|
$
|
9,665
|
|
|
$
|
3,234
|
|
|
$
|
1,017
|
|
|
$
|
(3,897
|
)
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted net income per common share
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income from continuing operations
|
$
|
0.63
|
|
|
$
|
0.22
|
|
|
$
|
0.30
|
|
|
$
|
0.05
|
|
Loss from discontinued operations
|
$
|
(0.03
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.24
|
)
|
|
$
|
(0.26
|
)
|
Net income (loss) attributable to common shareholders
|
$
|
0.60
|
|
|
$
|
0.20
|
|
|
$
|
0.06
|
|
|
$
|
(0.21
|
)
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income from continuing operations
|
$
|
0.61
|
|
|
$
|
0.22
|
|
|
$
|
0.29
|
|
|
$
|
0.05
|
|
Income (loss) from discontinued operations
|
$
|
(0.03
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.25
|
)
|
Net income (loss) attributable to common shareholders
|
$
|
0.58
|
|
|
$
|
0.20
|
|
|
$
|
0.06
|
|
|
$
|
(0.20
|
)
|
|
|
|
|
|
|
|
|
||||||||
Dividends declared per common share
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
1.60
|
|
|
$
|
0.10
|
|
/s/ Deloitte & Touche LLP
|
|
|
|
Salt Lake City, Utah
|
|
March 14, 2016
|
|
(a)(1)
|
List of Financial Statements
|
|
|
|
The following are filed as part of this report:
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
Consolidated balance sheets as of December 31, 2015 and 2014
|
|
|
|
Consolidated statements of operations for the years ended December 31, 2015, 2014, and 2013
|
|
|
|
Consolidated statements of comprehensive income for the years ended December 31, 2015, 2014, and 2013
|
|
|
|
Consolidated statements of changes in shareholders’ equity for the years ended December 31, 2015, 2014, and 2013
|
|
|
|
Consolidated statements of cash flows for the years ended December 31, 2015, 2014, and 2013
|
|
|
|
Notes to consolidated financial statements
|
|
|
(a)(2)
|
List of Financial Statement Schedules
|
|
|
|
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 elsewhere in this report.
|
|
|
(a)(3)
|
List of Exhibits
|
|
|
|
Exhibit Index as seen below
|
Date:
|
March 14, 2016
|
By:
|
/s/ Gregory L. Probert
|
|
|
|
|
|
|
|
Gregory L. Probert,
|
|
|
|
Chief Executive Officer and Chairman of the Board
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Gregory L. Probert
|
|
Chief Executive Officer and Chairman of the Board
|
|
March 14, 2016
|
Gregory L. Probert
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Kristine F. Hughes
|
|
Vice Chair of the Board
|
|
March 14, 2016
|
Kristine F. Hughes
|
|
|
|
|
|
|
|
|
|
/s/ Stephen M. Bunker
|
|
Executive Vice President,
|
|
March 14, 2016
|
Stephen M. Bunker
|
|
Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Albert R. Dowden
|
|
Director
|
|
March 14, 2016
|
Albert R. Dowden
|
|
|
|
|
|
|
|
|
|
/s/ Robert B. Mercer
|
|
Director
|
|
March 14, 2016
|
Robert B. Mercer
|
|
|
|
|
|
|
|
|
|
/s/ J. Christopher Teets
|
|
Director
|
|
March 14, 2016
|
J. Christopher Teets
|
|
|
|
|
|
|
|
|
|
/s/ Jeffrey D. Watkins
|
|
Director
|
|
March 14, 2016
|
Jeffrey D. Watkins
|
|
|
|
|
|
|
|
|
|
/s/ Mary Beth Springer
|
|
Director
|
|
March 14, 2016
|
Mary Beth Springer
|
|
|
|
|
|
|
|
|
|
/s/ Li Dongjiu
|
|
Director
|
|
March 14, 2016
|
Li Dongjiu
|
|
|
|
|
|
|
|
|
|
/s/ Rebecca Lee Steinfort
|
|
Director
|
|
March 14, 2016
|
Rebecca Lee Steinfort
|
|
|
|
|
Description
|
|
Balance at
Beginning
of Year
|
|
Provisions
|
|
Amounts
Written Off
|
|
Amounts
Recovered
|
|
Effect of
Currency
Translation
|
|
Balance at
End of Year
|
||||||||||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for doubtful accounts receivable
|
|
$
|
849
|
|
|
$
|
83
|
|
|
$
|
(714
|
)
|
|
$
|
—
|
|
|
$
|
(28
|
)
|
|
$
|
190
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for sales returns
|
|
129
|
|
|
1,126
|
|
|
(1,155
|
)
|
|
—
|
|
|
(6
|
)
|
|
94
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for obsolete inventory
|
|
2,188
|
|
|
885
|
|
|
(962
|
)
|
|
—
|
|
|
(29
|
)
|
|
2,082
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tax valuation allowance
|
|
13,169
|
|
|
(6,088
|
)
|
|
—
|
|
|
—
|
|
|
(516
|
)
|
|
6,565
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for doubtful accounts receivable
|
|
$
|
1,087
|
|
|
$
|
(121
|
)
|
|
$
|
(75
|
)
|
|
$
|
4
|
|
|
$
|
(46
|
)
|
|
$
|
849
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for sales returns
|
|
135
|
|
|
1,527
|
|
|
(1,525
|
)
|
|
—
|
|
|
(8
|
)
|
|
129
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for obsolete inventory
|
|
2,407
|
|
|
1,503
|
|
|
(1,666
|
)
|
|
1
|
|
|
(57
|
)
|
|
2,188
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tax valuation allowance
|
|
11,340
|
|
|
1,829
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,169
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for doubtful accounts receivable
|
|
$
|
631
|
|
|
$
|
535
|
|
|
$
|
(18
|
)
|
|
$
|
1
|
|
|
$
|
(62
|
)
|
|
$
|
1,087
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for sales returns
|
|
154
|
|
|
1,435
|
|
|
(1,454
|
)
|
|
—
|
|
|
—
|
|
|
135
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for obsolete inventory
|
|
2,254
|
|
|
1,600
|
|
|
(1,577
|
)
|
|
41
|
|
|
89
|
|
|
2,407
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tax valuation allowance
|
|
8,149
|
|
|
3,191
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,340
|
|
Item No.
|
|
Exhibit
|
3.1(1)
|
|
Amended and Restated Articles of Incorporation, as amended.
|
3.3(2)
|
|
Third Amended and Restated By-laws.
|
10.1(3)*
|
|
Tax Deferred Retirement Plan, Restated January 1, 2012.
|
10.2(1)*
|
|
Supplemental Elective Deferral Plan, as Amended effective as of January 1, 2008.
|
10.3(4)*
|
|
Employment Agreement, dated as of December 21, 2007, between Nature’s Sunshine Products, Inc. and Stephen M. Bunker.
|
10.4(5)*
|
|
Amendment to Employment Agreement, dated as of December 30, 2008, by and between Nature’s Sunshine Products, Inc. and Stephen M. Bunker.
|
10.5(6)*
|
|
Retirement and Consulting Agreement, dated as of December 9, 2008, by and between Nature’s Sunshine Products, Inc. and Eugene Hughes.
|
10.6(7)
|
|
2009 Stock Incentive Plan.
|
10.7(7)*
|
|
Form of Award Agreement (2009 Stock Incentive Plan).
|
10.8(8)*
|
|
Employment Agreement, dated February 11, 2014, by and between the Company and Gregory L. Probert.
|
10.9(9)*
|
|
Stock Option Agreement, dated June 17, 2011, by and between the Company and Gregory L. Probert.
|
10.10(10)*
|
|
Employment Agreement, dated January 25, 2012, by and between the Company and D. Wynne Roberts.
|
10.11(10)*
|
|
Stock Option Agreement, dated February 6, 2012, by and between the Company and D. Wynne Roberts.
|
10.12(11)
|
|
2012 Stock Incentive Plan and Amendment No. 1 to 2012 Stock Incentive Plan.
|
10.13(11)*
|
|
Form of Award Agreement (2012 Stock Incentive Plan).
|
10.14(12)*
|
|
Employment Agreement, dated October 2, 2013, by and between the Company and Richard D. Strulson.
|
10.15(12)*
|
|
Stock Option Agreement, dated November 4, 2013, by and between the Company and Richard D. Strulson.
|
10.16(12)*
|
|
Employment Agreement, dated April 16, 2013, by and between the Company and Matthew L. Tripp.
|
10.17(12)*
|
|
Stock Option Agreement, dated May 6, 2013, by and between the Company and Matthew L. Tripp.
|
10.18(3)*
|
|
Employment Agreement, dated October 13, 2014, by and between the Company and Paul E. Noack.
|
10.19(3)*
|
|
Stock Option Agreement, dated January 15, 2015, by and between the Company and Paul E. Noack.
|
10.20(3)*
|
|
Employment Agreement, dated March 4, 2013, by and between the Company and Susan M. Armstrong.
|
10.21(3)*
|
|
Stock Option Agreement, dated February 11, 2014, by and between the Company and Susan M. Armstrong.
|
10.22(13)*
|
|
Separation Agreement, dated March 4, 2016, by and between the Company and Stephen M. Bunker.
|
14(1)
|
|
Code of Conduct.
|
21(1)
|
|
List of Subsidiaries of Registrant.
|
23.1(1)
|
|
Consent of Independent Registered Public Accounting Firm.
|
31.1(1)
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2(1)
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1(1)
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350.
|
32.2(1)
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. § 1350.
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
(1)
|
|
Filed herewith.
|
(2)
|
|
Previously filed with the SEC on August 29, 2014, as an exhibit to the Current Report on Form 8-K and is incorporated herein by reference.
|
(3)
|
|
Previously filed with the SEC on March 13, 2015, as an exhibit to the Annual Report on Form 10-K and is incorporated herein by reference.
|
(4)
|
|
Previously filed with the SEC on December 31, 2007, as an exhibit to the Current Report on Form 8-K and is incorporated herein by reference.
|
(5)
|
|
Previously filed with the SEC on January 12, 2009, as an exhibit to the Current Report on Form 8-K and is incorporated herein by reference.
|
(6)
|
|
Previously filed with the SEC on February 12, 2009, as an exhibit to the registration statement on Form 10 and is incorporated herein by reference.
|
(7)
|
|
Previously filed with the SEC on October 19, 2009 as Appendix C, an exhibit to the Registrant’s Proxy Statement and is incorporated herein by reference.
|
(8)
|
|
Filed with the SEC on February 19, 2015, as an exhibit to the Current Report on Form 8-K and is incorporated herein by reference.
|
(9)
|
|
Filed with the SEC on June 22, 2011, as an exhibit to the Current Report on Form 8-K and is incorporated herein by reference.
|
(10)
|
|
Filed with the SEC on February 23, 2012, as an exhibit to the Current Report on Form 8-K and is incorporated herein by reference.
|
(11)
|
|
Filed with the SEC on January 15, 2015, as an exhibit to the Current Report on Form 8-K and is incorporated herein by reference.
|
(12)
|
|
Filed with the SEC on March 17, 2014, as an exhibit to the Annual Report on Form 10-K and is incorporated herein by reference.
|
(13)
|
|
Filed with the SEC on March 8, 2016, as an exhibit to the Current Report on Form 8-K and is incorporated herein by reference.
|
*
|
|
Management contract or compensatory plan.
|
1.
|
The name of the Corporation is Nature’s Sunshine Products, Inc.
|
2.
|
The text of the amendments (collectively, the “
Amendments
”) to the Amended and Restated Articles of Incorporation of the Corporation are set forth below.
|
3.
|
The Amendments were adopted by the Corporation’s shareholders at an annual meeting of shareholders held on May 8, 2013 (the “
Shareholders’ Meeting
”), in accordance with the requirements of the Utah Act.
|
4.
|
The Corporation has 15,853,760 shares of Common Stock outstanding and eligible to vote on the Amendments. The number of Common Stock votes indisputably represented at the Shareholders’ Meeting was 13,803,430. At the Shareholders’ Meeting, votes represented by the Common Stock were cast in favor of the Amendments as set forth below. The number of votes cast in favor of the Amendments was sufficient for approval of the Amendments.(1)
|
|
|
(1) In accordance with Article IX of the prior Amended and Restated Articles of Incorporation, the approval of these amendments required the vote of at least 75% of the shares outstanding and entitled to vote on the amendments.
|
|
|
Voting
|
|
||||
Amendment
|
|
For
|
|
Against
|
|
Abstain
|
|
Amendments to Articles of Incorporation to phase out the classified Board of Directors.
|
|
12,303,103
|
|
27,966
|
|
11,893
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Amendments to Articles of Incorporation to eliminate the supermajority voting requirement with respect to the removal of directors.
|
|
12,308,080
|
|
26,191
|
|
8,690
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Amendments to Articles of Incorporation to eliminate the supermajority voting requirement with respect to amendments to Article VI of the prior articles.
|
|
12,303,808
|
|
30,261
|
|
8,893
|
|
|
NATURE’S SUNSHINE, INC.
|
|
|
|
|
|
By:
|
/s/ Jamon A. Jarvis
|
|
Name:
|
Jamon A. Jarvis
|
|
Its:
|
General Counsel, Chief Compliance Officer & Secretary
|
|
|
Voting
|
||||
Amendment
|
|
For
|
|
Against
|
|
Abstain
|
Amendments to Articles of Incorporation to modify or remove certain provisions and to make other technical changes.
|
|
12,908,912
|
|
28,140
|
|
6,357
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
|
12,915,501
|
|
18,870
|
|
9,037
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
Amendments to Articles of Incorporation to authorize the Board of Directors to adopt, amend, alter and repeal the Bylaws.
|
|
12,608,955
|
|
328,085
|
|
6,367
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
Amendment to Articles of Incorporation to modify certain provisions relating to the terms of directors.
|
|
12,889,954
|
|
47,344
|
|
6,109
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
Amendments to Articles of Incorporation to eliminate personal liability, to the extent permitted by law, of the Company’s directors and officers and provide indemnification of its directors, officers, employees, fiduciaries and agents.
|
|
12,883,703
|
|
56,246
|
|
3,458
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
Amendment to Articles of Incorporation to increase authorized shares of common stock from 20,000,000 to 50,000,000 and to clarify certain rights and preferences of common stock.
|
|
12,578,252
|
|
359,096
|
|
6,059
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
Amendments to Articles of Incorporation to create a new class of stock designated as preferred stock and to authorize the issuance of up to 10,000,000 shares of preferred stock.
|
|
12,502,357
|
|
434,033
|
|
7,017
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
Amendment to Articles of Incorporation to require a showing of cause for shareholders to remove directors.
|
|
12,566,256
|
|
372,952
|
|
4,200
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
Amendment to Articles of Incorporation to require shareholders to act by shareholder meeting and not by written consent.
|
|
12,579,866
|
|
354,378
|
|
9,164
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
Amendment to Articles of Incorporation to enhance shareholder voting requirements to adopt, amend or repeal bylaws.
|
|
12,584,231
|
|
352,584
|
|
6,592
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
Amendments to Articles of Incorporation to authorize the Board of Directors to fix the number of directors and to fill vacancies on the Board.
|
|
12,580,776
|
|
357,813
|
|
4,820
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
Amendment to Articles of Incorporation and the Bylaws to enhance shareholder voting requirements to alter, amend or repeal certain provisions of the Articles of Incorporation and the Bylaws.
|
|
12,577,179
|
|
359,984
|
|
6,245
|
Years of Employment
|
|
Vesting Percentage
|
Less than 1
|
|
—
|
1
|
|
33%
|
2
|
|
67%
|
3 or more
|
|
100%
|
•
|
Your supervisor, or another supervisor you trust
|
•
|
The Legal Department
|
•
|
The Human Resources Department
|
•
|
Audit Committee (if officers and/or directors are or may be involved)
|
•
|
Our Global Compliance Hotline at +1 (877) 874-8416 or online at
https://naturessunshine.alertline.com
|
•
|
Modeling ethical behavior at all times
|
•
|
Ensuring the employees who report to you understand our Code and Company policies and receive proper training on them
|
•
|
Maintaining a positive, open-door environment where employees feel comfortable turning to you for guidance and reporting their concerns
|
•
|
Monitoring the workplace to ensure compliance with our Code
|
•
|
Never retaliating—or allowing retaliation—against anyone who makes a report in good faith
|
•
|
Unwanted touching or leering
|
•
|
Crude gestures
|
•
|
Inappropriate displays of sexually-explicit materials
|
•
|
Repeated requests for dates
|
•
|
Disparaging or discriminatory jokes, language, or name-calling
|
•
|
Government-issued identification numbers
|
•
|
Health history
|
•
|
Salary history and performance reviews
|
•
|
Marital status
|
•
|
Contact information
|
•
|
Make false representations on behalf of our Company, whether verbally or in writing
|
•
|
Hide Company funds
|
•
|
Mischaracterize Company transactions
|
•
|
Create undisclosed or unrecorded fund accounts
|
•
|
Knowingly allow similar illegal activities to occur
|
•
|
Customer lists
|
•
|
Independent distributor lists
|
•
|
Product formulas
|
•
|
Business and technical information
|
•
|
Any information on current or past employees and their performance
|
•
|
Information related to distributors
|
•
|
Trade secrets
|
•
|
Never disclose trade secrets, or any other confidential and/or proprietary information, without a business need and prior authorization from the Legal Department to do so.
|
•
|
Always properly secure your computer, documents, or other sensitive materials.
|
•
|
Avoid discussing this information in places where you can be overheard, such as restaurants, taxis, airplanes, or elevators.
|
•
|
Remember that these obligations continue even after your employment with NSP ends.
|
•
|
Never leave these devices where they could be lost or stolen
|
•
|
Be mindful of where you work, and who may be able to view your monitor or overhear your conversations
|
•
|
Do not share your password or access codes with anyone else
|
•
|
Do not allow others to use your accounts
|
•
|
Not maintaining a physical presence
|
•
|
Engaging in illegitimate business
|
•
|
Not having proper compliance processes in place
|
•
|
Requesting to make payments in cash, or overpaying and asking for a refund
|
•
|
Infrequent
|
•
|
Unsolicited
|
•
|
Of nominal value
|
•
|
Not cash or cash equivalents, such as gift cards
|
•
|
In compliance with applicable laws and regulations
|
•
|
The work they perform on NSP’s behalf does not involve representing NSP before any government agency and constitutes less than 33% of the contractor’s total revenue; and
|
•
|
The independent distributor relationship is reviewed and approved by the Legal Department.
|
•
|
Pricing, costs, or marketing strategies
|
•
|
Market, independent distributor, or customer allocation
|
•
|
Bids for contracts
|
•
|
Changes in senior management
|
•
|
Unannounced stock splits or financial results
|
•
|
Mergers, acquisitions, or divestitures
|
•
|
Anticipated lawsuits or investigations
|
•
|
New products or services under development
|
•
|
Any employee who violates or authorizes the violation of this Code
|
•
|
Any employee who deliberately fails to report a violation of this Code or other improper or illegal conduct
|
•
|
Any employee who deliberately withholds relevant and material information, or who is uncooperative in a company investigation into a possible violation of this Code or other improper or illegal conduct
|
•
|
Any employee who has been convicted of a crime or who has been arrested, or jailed for conduct deemed contrary to NSP’s mission, products, services, or public image.
|
•
|
|
Subsidiary
|
|
Jurisdiction
|
Nature’s Sunshine Products Direct, Inc.
|
|
Utah
|
NSP Casualty Insurance Company, Inc.
|
|
Hawaii
|
Nature's Sunshine Products of Canada, Ltd.
|
|
Canada
|
Nature's Sunshine Products de Mexico, S.A. de C.V.
|
|
Mexico
|
Arrendadora Bonaventure, S.A. de C.V.
|
|
Mexico
|
Nature's Sunshine Services, S.A. de C.V.
|
|
Mexico
|
Nature's Sunshine Products de Colombia, S.A.
|
|
Colombia
|
Nature's Sunshine Produtos Naturais Ltda.
|
|
Brazil
|
Nature’s Sunshine Marketing Ltda.
|
|
Brazil
|
Nature's Sunshine Products de Venezuela, C.A.
|
|
Venezuela
|
NSP de Centroamérica, S.A
|
|
Costa Rica
|
Nature’s Sunshine Products de Panamá, S.A.
|
|
Panama
|
NSP de Guatemala, S.A.
|
|
Guatemala
|
Nature’s Sunshine Products de El Salvador, S.A. de C.V.
|
|
El Salvador
|
Nature’s Sunshine Products del Ecuador, S.A.
|
|
Ecuador
|
Nature’s Sunshine Products de Honduras, S.A. de C.V.
|
|
Honduras
|
Nature’s Sunshine Products de Nicaragua, S.A.
|
|
Nicaragua
|
Nature's Sunshine Products (Israel) Ltd.
|
|
Israel
|
Nature’s Sunshine Products of Russia, Inc.
|
|
Utah
|
Nature’s Sunshine Products Poland sp. z.o.o.
|
|
Poland
|
Nature’s Sunshine Products Dominicana, S. R.L.
|
|
Dominican Republic
|
Nature’s Sunshine Products International Distribution B.V.
|
|
Netherlands
|
NSP International Holdings C.V.
|
|
Netherlands
|
Quality Nutrition International, Inc.
|
|
Utah
|
Synergy Taiwan, Inc.
|
|
Utah
|
Synergy Worldwide Inc.
|
|
Utah
|
Synergy Worldwide Marketing (Thailand) Ltd.
|
|
Thailand
|
Synergy Worldwide Australia PTY Ltd.
|
|
Australia
|
Synergy Worldwide Canada B.V.
|
|
Netherlands
|
Synergy Worldwide Distribution Canada, ULC
|
|
Canada
|
Synergy Worldwide Italy S.R.L.
|
|
Italy
|
Synergy Worldwide Korea Ltd.
|
|
Korea
|
Synergy Worldwide Japan G.K.
|
|
Japan
|
Synergy Worldwide (S) PTE Ltd.
|
|
Singapore
|
Synergy Worldwide Nutrition Israel Ltd.
|
|
Israel
|
Synergy Worldwide (HK) Ltd.
|
|
Hong Kong
|
PT Nature’s Sunshine Products Indonesia
|
|
Indonesia
|
NATR Distribution (M) SDN. BHD.
|
|
Malaysia
|
Synergy WorldWide Europe B.V.
|
|
Netherlands
|
Synergy Worldwide Europe Management Services B.V.
|
|
Netherlands
|
Synergy WorldWide New Zealand B.V.
|
|
Netherlands
|
Synergy Worldwide New Zealand
|
|
New Zealand
|
Synergy WorldWide Philippines Distribution, Inc.
|
|
Philippines
|
Synergy Vietnam Co., Ltd.
|
|
Vietnam
|
Synergy WorldWide Marketing (M) SDN BHD.
|
|
Malaysia
|
Nature’s Sunshine (Far East) Limited
|
|
Hong Kong
|
Shanghai Nature’s Sunshine Health Products Trading Co. Ltd.
|
|
China
|
Nature’s Sunshine Hong Kong Limited
|
|
Hong Kong
|
Synergy WorldWide Nutrition Products (Hong Kong)
|
|
Hong Kong
|
Synergy WorldWide, Inc. (Philippines)
|
|
Philippines
|
PT Synergy WorldWide Indonesia
|
|
Indonesia
|
/s/ Deloitte & Touche LLP
|
|
|
|
Salt Lake City, Utah
|
|
March 14, 2016
|
|
1.
|
I have reviewed this Annual Report on Form 10-K for the year ended
December 31, 2015
of Nature’s Sunshine Products, Inc. (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Gregory L. Probert
|
|
|
Chief Executive Officer and Chairman of the Board
|
|
|
March 14, 2016
|
|
1.
|
I have reviewed this Annual Report on Form 10-K for the year ended
December 31, 2015
of Nature’s Sunshine Products, Inc. (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Stephen M. Bunker
|
|
|
Executive Vice President, Chief Financial Officer and Treasurer
|
|
|
March 14, 2016
|
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods presented in the Report.
|
|
/s/ Gregory L. Probert
|
|
|
Gregory L. Probert
|
|
|
Chief Executive Officer and Chairman of the Board
|
|
|
March 14, 2016
|
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods presented in the Report.
|
|
/s/ Stephen M. Bunker
|
|
|
Stephen M. Bunker
|
|
|
Executive Vice President, Chief Financial Officer and Treasurer
|
|
|
March 14, 2016
|
|