NATURES SUNSHINE PRODUCTS INC
10-Q, 1995-10-31
PHARMACEUTICAL PREPARATIONS
Previous: FEDERAL EXPRESS CORP, 8-K, 1995-10-31
Next: OPPENHEIMER HIGH YIELD FUND INC, 497, 1995-10-31




<PAGE>
=======================================================================
                              FORM 10-Q
                 SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C.  20549

(Mark One)

        /x/ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
                   SECURITIES EXCHANGE ACT OF 1934

          For the Quarterly Period Ended September 30, 1995

                                 OR

        / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                 THE SECURITIES EXCHANGE ACT OF 1934

  For the transition period from _________________to __________________

                       Commission File #0-8707

                  NATURE'S SUNSHINE PRODUCTS, INC.
                     (Exact Name of Registrant)

            Utah                              87-0327982
(State of Incorporation)     (I.R.S. Employer Identification Number)

                         75 East 1700 South
                         Provo, Utah  84606
                           (801) 342-4300
              (Address of Principal Executive Offices)

Indicate  by  check mark whether the Registrant (1)  has  filed  all
reports  required  to  be  filed by  Section  13  or  15(d)  of  the
Securities Exchange Act of 1934, during the preceding 12 months  (or
such  shorter period that the Registrant was required to  file  such
report(s), and (2) has been subject to such filing requirements  for
the past 90 days.

                     Yes   X       No
                          ---        -----

The number of shares of common stock, without par value, outstanding
as of October 30, 1995, was 12,263,057.

=======================================================================
<PAGE>

PART I  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

          NATURE'S SUNSHINE PRODUCTS, INC. AND SUBSIDIARIES
                CONSOLIDATED CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                           (Unaudited)
                                           September 30       December 31
                                               1995               1994
                                           ------------       -----------
<S>                                        <C>                <C>
ASSETS

CURRENT ASSETS:

   Cash and cash equivalents               $16,126,854       $11,200,550
   Accounts receivable, net                  6,355,808         4,787,333
   Inventories                              20,023,437        17,277,762
   Notes receivable due from related
    parties                                    320,676           205,000
   Prepaid expenses and other                3,857,407         3,092,438
                                           -----------       -----------
      Total Current Assets                  46,684,182        36,563,083

PROPERTY, PLANT AND EQUIPMENT, net          10,261,984         9,918,699

LONG-TERM INVESTMENTS                        2,698,266         3,053,156

OTHER ASSETS                                 2,417,700         2,922,621
                                           -----------       -----------
                                           $62,062,132       $52,457,559
                                           -----------       -----------
                                           -----------       -----------

</TABLE>

      The accompanying notes to the financial statements are an
    integral part of these consolidated condensed balance sheets.

                                  2

<PAGE>

          NATURE'S SUNSHINE PRODUCTS, INC. AND SUBSIDIARIES
          CONSOLIDATED CONDENSED BALANCE SHEETS (CONTINUED)

<TABLE>
<CAPTION>
                                           (Unaudited)
                                           September 30       December 31
                                               1995               1994
                                           ------------       -----------
<S>                                        <C>                <C>
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Short-term debt                           $ 2,199,562      $ 1,533,042
   Accounts payable                            4,230,151        4,472,689
   Accrued volume incentives                   8,091,401        5,877,083
   Accrued liabilities                         6,563,150        4,818,173
   Income taxes payable                        1,553,385        1,064,239
                                             -----------      -----------
      Total Current Liabilities               22,637,649       17,765,226
                                             -----------      -----------
DEFERRED INCOME TAXES                            578,522          971,434
                                             -----------      -----------
MINORITY INTEREST                                    ---          441,684
                                             -----------      -----------
SHAREHOLDERS' EQUITY:
   Common stock, no par value, 20,000,000
    shares authorized; 13,278,544 shares
    issued                                    31,158,413       29,849,452
   Retained earnings                          16,240,740        9,778,478
   Treasury stock, at cost, 1,018,567 and
    1,033,278 shares at September 30, 1995,
    and December 31, 1994, respectively       (4,947,438)      (3,742,495)
   Receivables due from related parties         (297,787)        (404,804)
   Cumulative translation adjustments         (3,307,967)      (2,201,416)
                                             -----------      -----------
      Total Shareholders' Equity              38,845,961       33,279,215
                                             -----------      -----------
                                             $62,062,132      $52,457,559
                                             -----------      -----------
                                             -----------      -----------
</TABLE>

      The accompanying notes to the financial statements are an
    integral part of these consolidated condensed balance sheets.

                                  3
<PAGE>

          NATURE'S SUNSHINE PRODUCTS, INC. AND SUBSIDIARIES
             CONSOLIDATED CONDENSED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                              Three Months Ended
                                                 September 30
                                             --------------------
                                                 (Unaudited)
                                             1995          1994
                                          -----------   -----------
<S>                                       <C>           <C>
SALES REVENUE                             $53,163,688   $41,003,141
                                          -----------   -----------
COSTS AND EXPENSES:
    Cost of goods sold                      9,816,922     7,917,100
    Volume incentives                      24,222,291    18,689,624
    Selling, general and administrative    13,859,872    10,930,139
                                          -----------   -----------
                                           47,899,085    37,536,863
                                          -----------   -----------
OPERATING INCOME                            5,264,603     3,466,278
                                          -----------   -----------
OTHER INCOME (EXPENSE):
    Interest and other income                 451,261         8,140
    Interest expense                          (48,858)      (31,617)
    Foreign exchange gain (loss), net        (262,686)       10,084
    Minority interest                         311,997       205,247
                                          -----------   -----------
                                              451,714       191,854
                                          -----------   -----------
INCOME BEFORE INCOME TAXES                  5,716,317     3,658,132

PROVISION FOR INCOME TAXES                  2,410,686     1,436,966
                                          -----------   -----------
NET INCOME                                $ 3,305,631   $ 2,221,166
                                          -----------   -----------
                                          -----------   -----------
NET INCOME PER COMMON SHARE               $      0.26   $      0.18
                                          -----------   -----------
                                          -----------   -----------
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                 12,679,602    12,508,616
                                          -----------   -----------
                                          -----------   -----------
</TABLE>

 The accompanying notes to the financial statements are an integral
    part of these consolidated condensed statements of income.

                                  4
<PAGE>

          NATURE'S SUNSHINE PRODUCTS, INC. AND SUBSIDIARIES
             CONSOLIDATED CONDENSED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                           Nine Months Ended
                                              September 30
                                          --------------------
                                              (Unaudited)
                                          1995            1994
                                       -----------     -----------
<S>                                   <C>              <C>
SALES REVENUE                          $150,950,767   $116,652,325
                                       ------------   ------------
COSTS AND EXPENSES:
    Cost of goods sold                   28,569,609     22,473,977
    Volume incentives                    69,120,093     54,247,139
    Selling, general and administrative  40,357,753     29,792,371
                                       ------------   ------------
                                        138,047,455    106,513,487
                                       ------------   ------------
OPERATING INCOME                         12,903,312     10,138,838
                                       ------------   ------------
OTHER INCOME (EXPENSE):
    Interest and other income             1,348,426        508,563
    Interest expense                       (145,873)       (31,638)
    Foreign exchange loss, net             (475,549)      (256,660)
    Minority interest                       558,802        318,372
                                       ------------   ------------
                                          1,285,806        538,637
                                       ------------   ------------
INCOME BEFORE INCOME TAXES               14,189,118     10,677,475

PROVISION FOR INCOME TAXES                5,897,372      4,518,316
                                       ------------   ------------
NET INCOME                             $  8,291,746   $  6,159,159
                                       ------------   ------------
                                       ------------   ------------
NET INCOME PER COMMON SHARE            $       0.66   $       0.49
                                       ------------   ------------
                                       ------------   ------------
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING               12,518,910     12,523,634
                                       ------------   ------------
                                       ------------   ------------
</TABLE>

 The accompanying notes to the financial statements are an integral
     part of these consolidated condensed statements of income.

                                  5
<PAGE>

          NATURE'S SUNSHINE PRODUCTS, INC. AND SUBSIDIARIES
           CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                    Nine Months Ended
                                                       September 30
                                                   --------------------
                                                       (Unaudited)
                                                   1995            1994
                                                -----------     -----------
<S>                                            <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Cash received from sales revenue           $148,976,972   $115,487,111
     Cash paid as volume incentives              (66,905,775)   (51,601,269)
     Cash paid to suppliers and employees        (70,453,116)   (53,433,536)
     Income taxes paid                            (4,343,987)    (2,504,700)
     Interest received                             1,278,197        408,938
     Interest paid                                  (145,873)       (31,638)
                                                ------------   ------------
        Net Cash Provided by Operating
         Activities                                8,406,418      8,324,906
                                                ------------   ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital expenditures                         (2,271,986)    (2,152,655)
     Purchase of other assets                        (80,205)    (2,400,083)
     Investments in subsidiaries                    (558,802)       608,089
     Payments received on long-term receivables      343,485        327,475
     Short-term related party receivables, net      (113,659)       194,247
     Proceeds from sale of assets                    257,566            ---
     Sale (purchase) of long-term investments,
      net                                           354,890       (394,289)
                                                ------------   ------------
        Net Cash Used in Investing Activities     (2,068,711)    (3,817,216)
                                                ------------   ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Payment of cash dividends                    (1,833,392)    (1,671,997)
     Purchase of treasury stock                   (1,297,981)      (206,147)
     Short-term borrowing                            666,520      1,010,000
     Tax benefit from exercise of stock options      635,108            ---
     Issuance of treasury stock                          ---        200,002
     Proceeds from exercise of stock options         770,799        169,372
                                                ------------   ------------
        Net Cash Used in Financing Activities     (1,058,946)      (498,770)
                                                ------------   ------------
EFFECT OF EXCHANGE RATES ON CASH                    (352,457)      (120,907)
                                                ------------   ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS          4,926,304      3,888,013

CASH AND CASH EQUIVALENTS AT
 BEGINNING OF PERIOD                              11,200,550      8,666,915
                                                ------------   ------------
CASH AND CASH EQUIVALENTS AT
 END OF PERIOD                                  $ 16,126,854   $ 12,554,928
                                                ------------   ------------
                                                ------------   ------------

</TABLE>

 The accompanying notes to the financial statements are an integral
   part of these consolidated condensed statements of cash flows.

                                  6
<PAGE>

           NATURE'S SUNSHINE PRODUCTS, INC. AND SUBSIDIARIES
      CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (CONTINUED)
Reconciliation of Net Income to Net Cash Provided by Operating Activities
<TABLE>
<CAPTION>
                                                    Nine Months Ended
                                                       September 30
                                                   --------------------
                                                       (Unaudited)
                                                   1995            1994
                                                ----------      ----------
<S>                                             <C>             <C>
NET INCOME                                      $8,291,746      $6,159,159
                                                ----------      ----------
    Bad debt expense                               219,954         566,150
    Depreciation and amortization                2,075,342       1,691,770
    Increase in accounts receivable, net        (1,588,429)     (1,574,329)
    Increase in inventories                     (2,745,675)     (2,298,307)
    (Increase) decrease in prepaid expenses
     and other assets                             (905,417)        711,485
    Increase in income taxes payable               489,146       1,001,410
    Increase in accrued liabilities and volume
     incentives                                  3,959,295       1,483,006
    (Decrease) increase in accounts payable       (242,538)        934,552
    Decrease in deferred income taxes             (392,912)        (55,072)
    Cumulative translation adjustments            (754,094)       (294,918)
                                                ----------      ----------
      Total Adjustments                            114,672       2,165,747
                                                ----------      ----------
        Net Cash Provided by Operating
         Activities                             $8,406,418      $8,324,906
                                                ----------      ----------
                                                ----------      ----------
</TABLE>

 The accompanying notes to the financial statements are an integral
   part of these consolidated condensed statements of cash flows.

                                  7
<PAGE>

          NATURE'S SUNSHINE PRODUCTS, INC. AND SUBSIDIARIES
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

 (1)  INTERIM FINANCIAL STATEMENT POLICIES AND DISCLOSURES

     The unaudited, consolidated, condensed financial statements  of

Nature's  Sunshine Products, Inc. and subsidiaries  included  herein

have  been  prepared  pursuant to the rules and regulations  of  the

Securities   and  Exchange  Commission.   Certain  information   and

footnote  disclosures  normally  required  in  financial  statements

prepared in accordance with generally accepted accounting principles

have   been  condensed  or  omitted  pursuant  to  such  rules   and

regulations, although the Company believes that the disclosures  are

adequate to make the information presented not misleading.

     These consolidated, condensed financial statements reflect  all

adjustments, which in the opinion of management, are necessary to  a

fair  statement of the results of operations for the interim periods

presented.   All of the adjustments which have been  made  in  these

consolidated,  condensed  financial  statements  are  of  a   normal

recurring nature.

     Weighted  average shares outstanding and all per share  amounts

included  in  the  consolidated condensed financial statements  have

been adjusted to reflect the ten percent stock dividend effected  in

February of 1995.

     It  is  suggested that these condensed financial statements  be

read  in  conjunction with the financial statements  and  the  notes

thereto included in the Company's latest Annual Report on Form 10-K.

(2) INVENTORIES

    Inventories consist of:
<TABLE>
<CAPTION>
                               (Unaudited)
                               September 30    December 31
                                   1995            1994
                               -----------     -----------
<S>                            <C>             <C>
    Raw materials              $ 6,858,376     $ 6,124,791
    Work in process              1,085,197       1,303,024
    Finished goods              12,079,864       9,849,947
                               -----------     -----------
                               $20,023,437     $17,277,762
                               -----------     -----------
                               -----------     -----------
</TABLE>

                                  8
<PAGE>

          NATURE'S SUNSHINE PRODUCTS, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)


(3)  EARNINGS PER SHARE

      Outstanding   stock  options  are  considered   common   stock

equivalents and are included in the computation of primary  earnings

per share.

     As  of September 30, 1995, the Company had a total of 1,291,703

options outstanding.  The options were all granted at market prices,

which vary from $2.69 to $13.25 per share.


(4)  QUARTERLY CASH DIVIDENDS

      The   Company  has  declared  28  consecutive  quarterly  cash

dividends.  The  most  recent quarterly cash dividend  of  $.05  per

common  share  was  declared on August 8, 1995, to  shareholders  of

record on August 18, 1995, and was paid August 29, 1995.













                                  9
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS

SUMMARY

The following table identifies (i) the relationship that net income

items disclosed in the consolidated condensed financial statements

have to total sales, and (ii) amount and percent of change of such

items compared to the corresponding prior period.

<TABLE>
<CAPTION>
<C>              <C>           <S>                         <C>              <C>         <C>
            (i)                                                             (ii)
    Income and Expense                                         Three Months Ended September 30
Items as a Percent of Sales                                --------------------------------------
- ---------------------------                                       1995 to 1994       1994 to 1993
    Three Months Ended                                     ------------------------  ------------
       September 30                                         Amount of       Percent     Percent
- ---------------------------    Income and                   Increase/         of          of
    1995          1994         Expense Items                (Decrease)      Change      Change
   -------       -------       -------------               -----------      ------      ------
   100.00%       100.00%       Sales revenue               $12,160,547       29.66%     26.34%
   -------       -------                                   -----------   ----------  ---------
    18.47         19.31        Cost of sales                 1,899,822       24.00      25.90
    45.56         45.58        Volume incentives             5,532,667       29.60      23.61
    26.07         26.66        SG&A expenses                 2,929,733       26.80      42.75
   -------       -------                                   -----------   ----------  ---------
    90.10         91.55                                     10,362,222       27.61      29.14
   -------       -------                                   -----------   ----------  ---------
     9.90          8.45        Operating income              1,798,325       51.88       2.29
   -------       -------                                   -----------   ----------  ---------
     0.85          0.03        Interest and other income       443,121    5,443.75     (95.52)
    (0.09)        (0.08)       Interest expense                (17,241)     (54.53)  2,590.81
    (0.50)         0.02        Foreign exchange loss          (272,770)  (2,704.98)    119.15
     0.59          0.50        Minority interest               106,750       52.01     923.78
   -------       -------                                   -----------   ----------  ---------
     0.85          0.47                                        259,860      135.45      29.72
   -------       -------                                   -----------   ----------  ---------
    10.75          8.92        Income before income taxes    2,058,185       56.26       3.44
   -------       -------
     4.53          3.50        Provision for income taxes      973,720       67.76       0.53
   -------       -------                                   -----------   ----------  ---------
     6.22%         5.42%       Net income                  $ 1,084,465       48.82%      5.41%
   -------       -------                                   -----------   ----------  ---------
   -------       -------                                   -----------   ----------  ---------

</TABLE>

                                           10
<PAGE>

     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS

SUMMARY

The following table identifies (i) the relationship that net income

items disclosed in the consolidated condensed financial statements

have to total sales, and (ii) amount and percent of change of such

items compared to the corresponding prior period.


<TABLE>
<CAPTION>
<C>              <C>           <S>                         <C>              <C>         <C>
            (i)                                                             (ii)
    Income and Expense                                          Nine Months Ended September 30
Items as a Percent of Sales                                --------------------------------------
- ---------------------------                                       1995 to 1994       1994 to 1993
    Three Months Ended                                     ------------------------  ------------
       September 30                                         Amount of       Percent     Percent
- ---------------------------    Income and                   Increase/         of          of
    1995          1994         Expense Items                (Decrease)      Change      Change
   -------       -------       -------------               -----------      ------      ------
   100.00%       100.00%       Sales revenue               $34,298,442       29.40%     24.22%
   -------       -------                                   -----------   ----------  ---------
    18.93         19.27        Cost of sales                 6,095,632       27.12      23.89
    45.78         46.50        Volume incentives            14,872,954       27.42      24.45
    26.74         25.54        SG&A expenses                10,565,382       35.46      26.64
   -------       -------                                   -----------   ----------  ---------
    91.45         91.31                                     31,533,968       29.61      24.93
   -------       -------                                   -----------   ----------  ---------
     8.55          8.69        Operating income              2,764,474       27.27      17.19
   -------       -------                                   -----------   ----------  ---------
     0.89          0.44        Interest and other income       839,863      165.14      14.32
    (0.10)        (0.03)       Interest expense               (114,235)    (361.07)  2,592.60
    (0.31)        (0.22)       Foreign exchange loss          (218,889)     (85.28)    391.40
     0.37          0.27        Minority interest               240,430       75.52     711.26
   -------       -------                                   -----------   ----------  ---------
     0.85          0.46                                        747,169      138.71      25.06
   -------       -------                                   -----------   ----------  ---------
     9.40          9.15        Income  before income taxes   3,511,643       32.89      17.57
   -------       -------
     3.91          3.87        Provision for income taxes    1,379,056       30.52      17.32
   -------       -------                                   -----------   ----------  ---------
     5.49%         5.28%       Net income                  $ 2,132,587       34.62%     17.75%
   -------       -------                                   -----------   ----------  ---------
   -------       -------                                   -----------   ----------  ---------

</TABLE>

                                 11
<PAGE>

                MANAGEMENT'S DISCUSSION AND ANALYSIS
    OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

RESULTS OF OPERATIONS

SALES REVENUE:

     The Company reported record consolidated sales revenue for both

the  three and nine months ended  September 30, 1995.  Sales revenue

for  the  three and nine months ended September 30, 1995, was  $53.2

million  and  $151.0  million compared to $41.0 million  and  $116.7

million  the  prior year, an increase of 30 percent and 29  percent,

respectively.

     Management  believes the increase in sales for the  three-  and

nine-month periods is attributable to the expansion of the Company's

independent  sales  force, continued increase of consumer  awareness

and   interest  in  natural  health  and  nutritional  products  and

incentives  the  Company  offers its independent  sales  force.   In

addition,  the Company's sales revenue growth has been  enhanced  by

international expansion.  Despite a sales decrease of 46 percent  in

the  Company's operations in Mexico, resulting from the  devaluation

of   the   Peso   and  related  economic  turmoil,   the   Company's

international operations reported sales revenue of $50.8 million for

the  nine  months  ended    September 30, 1995, an  increase  of  45

percent compared to the same period in 1994.

     The Company's independent sales force consists of Managers  and

Distributors.  A Distributor interested in earning additional income

by committing more time and effort to selling the Company's products

may  attain  the  rank of "Manager."  Appointment as  a  Manager  is

dependent   upon  attaining  certain  purchase  volume  levels   and

demonstrating   leadership  abilities.   The  number   of   Managers

increased  to 11,517 at September 30, 1995, from 8,093 at  September

30,  1994.   The number of Distributors at September 30,  1995,  was

325,711 compared to 180,089 at September 30, 1994.

                                 12
<PAGE>

VOLUME INCENTIVES:

    The dollar increase in volume incentives, for the three and nine

months ended                 September 30, 1995, is directly related

to the increase in sales revenue.  Volume incentives are an integral

part  of  the  Company's  direct sales  marketing  program  and  are

payments  to  independent sales force members for  reaching  certain

levels  of sales performance and organizational development.  Volume

incentives vary slightly, on a percentage basis, by product  due  to

the   Company's  pricing  policies.   Volume  incentives   decreased

approximately  one percent, as a percentage of sales for  the  nine-

month  period ended September 30, 1995, compared to the same  period

of  1994, primarily as the result of lower volume incentive payments

in  the Company's newest operations, Japan and Brazil.  Lower volume

incentive payments are generally expected from newer operations.

     Management expects volume incentives to show a slight decrease,

as a percent of sales, for the year ending December 31, 1995.


COST OF GOODS SOLD:

     The  Company has experienced a slight decrease in cost of goods

sold, as a percentage of sales, for the three months ended September

30,  1995,  compared to the same period last year.  The decrease  in

cost  of goods sold, as a percentage of sales, was primarily related

to increased efficiencies in the Company's manufacturing operations.

Management  expects  cost of goods sold to decrease  slightly  as  a

percent of sales during the rest of 1995.


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:

      The   Company  experienced  decreased  selling,  general   and

administrative expenses  (SG&A), as a percent of sales,  during  the

three-month  period  ended September 30, 1995,  and  increased  SG&A

expenses, as a percent of sales, for the nine months ended September

30, 1995.

                                 13
<PAGE>

    The increase in SG&A expenses, as a percentage of sales, results

primarily  from the incremental costs of approximately $5.1  million

for  the  nine  months  ended September 30, 1995,  incurred  in  the

Company's  operations in Japan and Brazil.  Management expects  SG&A

to decrease from current levels for the entire year, as a percentage

of sales, as sales revenue increases in both Brazil and Japan in the

remainder of 1995.

SUBSIDIARY OPERATIONS:

     Domestic  and  international sales for the  nine  months  ended
September 30, 1995, compared to the previous year are as follows:

SALES
<TABLE>
<CAPTION>
    <S>                             <C>             <C>
                                   (Dollars in Thousands)
                                     1995           1994
                                   --------        -------
   DOMESTIC                        $100,172        $81,628
                                   --------        -------
                                   --------        -------
   INTERNATIONAL:
       Mexico                     $  10,863        $20,107
       Colombia                       7,188          2,941
       Venezuela                      6,918          1,584
       Japan                          6,582            569
       Brazil                         5,794            581
       Canada                         5,789          5,025
       Great Britain                  2,505          2,282
       Costa Rica                     2,285            ---
       Malaysia                       1,738            945
       Export                         1,117            990
                                   --------        -------
   TOTAL INTERNATIONAL            $  50,779        $35,024
                                   --------        -------
                                   --------        -------

</TABLE>


                                 14
<PAGE>

     Domestic and international operating income for the nine months
ended  September  30,  1995, compared to the previous  year  are  as
follows:

OPERATING INCOME
<TABLE>
<CAPTION>
   <C>                               <S>            <S>
                                    (Dollars in Thousands)
                                      1995           1994
                                     ------         ------
   DOMESTIC                         $ 8,836         $6,714
                                   --------         ------
                                   --------         ------
   INTERNATIONAL:
       Mexico                       $   746         $3,672
       Colombia                       1,380            251
       Venezuela                      1,176           (127)
       Japan                         (1,030)          (591)
       Brazil                           338           (339)
       Canada                           258            240
       Great Britain                     15            (13)
       Costa Rica                       771            ---
       Malaysia                        (71)            (70)
       Export                           484            402
                                   --------        -------
   TOTAL INTERNATIONAL               $4,067         $3,425
                                   --------        -------
                                   --------        -------

</TABLE>

    Domestic and international assets as of September 30, 1995,

compared to December 31, 1994, balances are as follows:
<TABLE>
<CAPTION>
   <C>                               <S>            <S>
                                    (Dollars in Thousands)
                                  September 30    December 31
                                      1995           1994
                                     ------         ------
    ASSETS

    DOMESTIC                        $38,119          $34,973
                                    -------          -------
                                    -------          -------
    INTERNATIONAL:
       Mexico                       $ 4,393          $ 5,885
       Colombia                       3,277            1,967
       Venezuela                      4,309            1,635
       Japan                          3,665            2,677
       Brazil                         3,178            1,598
       Canada                         1,405            1,598
       Great Britain                  1,233            1,028
       Costa Rica                       938              287
       Malaysia                       1,428              810
                                    -------          -------
    TOTAL INTERNATIONAL             $23,826          $17,485
                                    -------          -------
                                    -------          -------

</TABLE>
                                 15
<PAGE>

BALANCE SHEET


ACCOUNTS RECEIVABLE

     Accounts receivable increased approximately $1.6 million during

the  nine-month  period ended September 30, 1995.  The  increase  in

receivables  is  related  to  the  Company's  growing  international

operations.


INVENTORIES

     Inventories  increased approximately $2.7  million  during  the

first nine months of 1995.  The increase in inventories is primarily

related  to  the  increase in sales.  Sales  increased  29  percent,

during  the  nine months ended September 30, 1995, while inventories

only increased 16 percent.


ACCRUED VOLUME INCENTIVES

     Accrued volume incentives increased approximately $2.2  million

during  the  first  nine months of the year as a  direct  result  of

increased sales.


ACCRUED LIABILITIES

     The balance of accrued liabilities increased approximately $1.7

million  during  the  nine  months ended September  30,  1995.   The

increase  in  accrued liabilities reflects the  increased  level  of

sales  and related accruals for sales incentives such as conventions

and other travel awards.


LIQUIDITY AND CAPITAL RESOURCES

     Cash  and cash equivalents increased approximately $4.9 million

for  the nine months ended     September 30, 1995.  The increase  in

cash  and  cash equivalents is primarily the result of the increased

sales and income as well as increases in short-term liabilities.






                                 16
<PAGE>

     The  Company  acquired approximately $2.3 million in  property,

plant  and equipment during the first nine months of 1995 to improve

its  manufacturing and administrative capabilities.  During the nine

months  ended September 30, 1995, the Company acquired approximately

$1.3  million  of treasury stock in the market.  Approximately  $1.8

million was used for the payment of dividends during the first  nine

months.

     Management  believes  the  Company's  stock  is  an  attractive

investment  and,  from  time  to time  pursuant  to  its  previously

announced 440,000 share stock buyback program, may utilize a portion

of  its  available cash to purchase up to the remaining  balance  of

approximately  81,000 shares of its stock should  market  conditions

warrant.   The  Company  purchased  approximately  115,000  treasury

shares during the first half of 1995.

    During the period ended September 30, 1995, the Company advanced

$120,000 to one of its officers on a short-term basis at an interest

rate  of  9  percent.  The loan was repaid with applicable  interest

shortly  after  the  end of the second quarter.   The  Company  also

advanced  $250,000  to  one  of its  key  employees.   The  loan  is

collateralized  and is to be repaid in monthly installments  over  a

two-year period with an interest rate of 9 percent.

     During  the  quarter  ended September  30,  1995,  the  Company

benefited from the exercise of approximately 94,000 shares under the

Company's  stock option plans.  Approximately $1.2 million  in  cash

flow  was  generated during the third quarter as the result  of  the

options exercised.

     The  Company  is  evaluating the need to  expand  its  domestic

manufacturing,  inventory  and other facilities.   The  Company  may

consider  long-term financing for these projects in the  event  that

they require significant capital outlays.

    Management believes that future working capital requirements can

be  internally  funded.  Management expects cash and investments  to

increase  during  the  remainder of 1995, primarily  resulting  from

operations.   However, cash and investments may be  reduced  in  the

event  the  Company  proceeds  with the capital  projects  mentioned

above.

                                 17
<PAGE>

PART II OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

    a) No exhibits are required to be filed by Item 601 of

Regulation S-K.

    b) No reports were filed on Form 8-K during the quarter for

which this report is filed.



OTHER ITEMS

    There were no other items to be reported under Part II of this

report.


                             SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

                              NATURE'S SUNSHINE PRODUCTS, INC.


Date: October 27, 1995        /s/ Alan D. Kennedy
                              _________________________________________
                              ALAN D. KENNEDY, President
                              Chief Executive Officer

Date: October 27, 1995        /s/ Douglas Faggioli
                              _________________________________________
                              DOUGLAS FAGGIOLI, Chief Financial Officer



                                 18



<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                      16,126,854
<SECURITIES>                                         0
<RECEIVABLES>                                6,355,808
<ALLOWANCES>                                         0
<INVENTORY>                                 20,023,437
<CURRENT-ASSETS>                            46,684,182
<PP&E>                                      10,261,984
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              62,062,132
<CURRENT-LIABILITIES>                       22,637,689
<BONDS>                                              0
<COMMON>                                    31,158,413
                                0
                                          0
<OTHER-SE>                                   7,687,548
<TOTAL-LIABILITY-AND-EQUITY>                62,062,132
<SALES>                                    150,950,767
<TOTAL-REVENUES>                           150,950,767
<CGS>                                       28,569,609
<TOTAL-COSTS>                              109,477,846
<OTHER-EXPENSES>                           (1,285,806)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             145,873
<INCOME-PRETAX>                             14,189,118
<INCOME-TAX>                                 5,897,372
<INCOME-CONTINUING>                          8,291,746
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 8,291,746
<EPS-PRIMARY>                                      .66
<EPS-DILUTED>                                      .66
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission