NATURES SUNSHINE PRODUCTS INC
10-Q, 1996-08-09
PHARMACEUTICAL PREPARATIONS
Previous: TRIANGLE PACIFIC CORP, SC 13D/A, 1996-08-09
Next: UNC INC, 10-Q, 1996-08-09



<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 June 30, 1996

                                      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                 
                        (Principal Executive Offices)            

                               (801) 342-4407                    
             (Registrant's Telephone Number, including Area Code)

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 
July 31, 1996, was 18,853,719.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE>

PART I  FINANCIAL INFORMATION
- -----------------------------

ITEM 1. FINANCIAL STATEMENTS

              NATURE'S SUNSHINE PRODUCTS, INC. AND SUBSIDIARIES 
                    CONSOLIDATED CONDENSED BALANCE SHEETS       
                        (Dollar Amounts In Thousands)           

                                                  (UNAUDITED)
                                                    JUNE 30          DECEMBER 31
                                                     1996                1995   
ASSETS                                            -----------        -----------

CURRENT ASSETS:
       Cash and cash equivalents                      $22,353           $14,172
       Accounts receivable, net                         7,071             6,042
       Inventories                                     23,845            23,127
       Prepaid expenses and other                       5,981             3,619
       Notes receivable due from related parties          143               213
                                                      -------           -------
           Total Current Assets                        59,393            47,173

PROPERTY, PLANT AND
       EQUIPMENT, net                                  15,540            13,088

LONG-TERM INVESTMENTS                                   2,307             2,381

OTHER ASSETS                                            2,466             2,605
                                                      -------           -------
                                                      $79,706           $65,247
                                                      -------           -------
                                                      -------           -------


           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) 
                         (Dollar Amounts In Thousands)           

                                                    (UNAUDITED)
                                                      JUNE 30        DECEMBER 31
                                                        1996            1995    
                                                    -----------      -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
       Short-term debt                                 $ 2,475          $ 2,042
       Accounts payable                                  4,540            5,031
       Accrued volume incentives                         9,527            7,207
       Accrued liabilities                               9,956            6,577
       Income taxes payable                              2,213            1,883
                                                       -------          -------
           Total Current Liabilities                    28,711           22,740
                                                       -------          -------
DEFERRED INCOME TAXES                                    1,059            1,002
                                                       -------          -------
SHAREHOLDERS' EQUITY:
       Common stock, no par value, 20,000,000 shares
           authorized; 19,445,734 shares issued         32,549           31,263
       Retained earnings                                25,590           19,214
       Treasury stock, at cost, 592,015 and 1,011,607
           shares at June 30, 1996 and December 31, 
           1995, respectively                           (4,308)          (4,942)
       Receivables due from related parties               (229)            (293)
       Cumulative translation adjustments               (3,666)          (3,737)
                                                       -------          -------
           Total Shareholders' Equity                   49,936           41,505
                                                       -------          -------
                                                       $79,706          $65,247
                                                       -------          -------
                                                       -------          -------

           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      
             (Amounts In Thousands, Except Per-Share Information) 


                                                 THREE MONTHS ENDED    
                                                      JUNE 30          
                                             --------------------------
                                                    (UNAUDITED)
                                              1996                1995 
                                             -------            -------

SALES REVENUE                                $63,182            $50,725
                                             -------            -------
COSTS AND EXPENSES:
       Cost of goods sold                     11,565              9,523
       Volume incentives                      28,750             23,104
       Selling, general and administrative    15,542             13,446
                                             -------            -------
                                              55,857             46,073
                                             -------            -------
OPERATING INCOME                               7,325              4,652
                                             -------            -------

OTHER INCOME (EXPENSE):
       Interest and other income                 313                498
       Interest expense                           (6)               (53)
       Foreign exchange loss, net               (162)               (86)
       Minority interest                        (218)                21
                                             -------            -------
                                                 (73)               380
                                             -------            -------
INCOME BEFORE INCOME TAXES                     7,252              5,032

PROVISION FOR INCOME TAXES                     2,910              2,060
                                             -------            -------
NET INCOME                                   $ 4,342            $ 2,972
                                             -------            -------
                                             -------            -------
NET INCOME PER COMMON SHARE                  $  0.22            $  0.16
                                             -------            -------
                                             -------            -------
WEIGHTED AVERAGE NUMBER OF
       COMMON SHARES OUTSTANDING              19,834             18,629
                                             -------            -------
                                             -------            -------


      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
                (Amounts In Thousands, Except Per-Share Information)

                                                    Six Months Ended
                                                         June 30
                                                 ---------------------
                                                       (Unaudited)
                                                    1996        1995
                                                 ---------   ---------

SALES REVENUE                                    $ 123,295   $  97,787
                                                 ---------   ---------

COSTS AND EXPENSES:
       Cost of goods sold                           21,949      18,752
       Volume incentives                            56,646      44,898
       Selling, general and administrative          32,295      26,498
                                                 ---------   ---------

                                                   110,890      90,148
                                                 ---------   ---------

OPERATING INCOME                                    12,405       7,639
                                                 ---------   ---------

OTHER INCOME (EXPENSE):
       Interest and other income                     1,057         897
       Interest expense                               (38)        (97)
       Foreign exchange loss, net                    (369)       (213)
       Minority interest                             (223)         247
                                                 ---------   ---------

                                                      427          834
                                                 ---------   ---------

INCOME BEFORE INCOME TAXES                         12,832        8,473

PROVISION FOR INCOME TAXES                          5,214        3,487
                                                 ---------   ---------

NET INCOME                                       $  7,618    $   4,986
                                                 ---------   ---------
                                                 ---------   ---------

NET INCOME PER COMMON SHARE                      $   0.39    $    0.27
                                                 ---------   ---------
                                                 ---------   ---------

WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                         19,661       18,617
                                                 ---------   ---------
                                                 ---------   ---------


     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
                           (Dollar Amounts In Thousands)

                                                          Six Months Ended
                                                               June 30
                                                      -----------------------
Increase (Decrease) in Cash and Cash Equivalents             (Unaudited)

                                                         1996          1995
                                                      ---------      --------
CASH FLOWS FROM OPERATING ACTIVITIES:                        
       Cash received from sales revenue              $ 121,832     $  96,632
       Cash paid as volume incentives                  (53,898)      (43,340)
       Cash paid to suppliers and employees            (53,081)      (45,603)
       Income taxes paid                                (4,827)       (2,717)
       Interest received                                 1,123           724
       Interest paid                                       (38)          (97)
                                                      ---------      --------

         Net Cash Provided by Operating Activities      11,111         5,599
                                                      ---------      --------

CASH FLOWS FROM INVESTING ACTIVITIES:
       Capital expenditures                             (4,067)       (1,710)
       Purchase of other assets                           (156)          (12)
       Payments received on long-term receivables          110            68
       Short-term related party receivables, net           201          (332)
       Sale of long-term investments, net                   73            19
       Proceeds from sale of assets                        ---           258
       Investment in subsidiaries                          ---          (247)
                                                      ---------      --------

         Net Cash Used in Investing Activities          (3,839)       (1,956)
                                                      ---------      --------

CASH FLOWS FROM FINANCING ACTIVITIES:
       Payment of cash dividends                        (1,242)       (1,220)
       Proceeds from exercise of stock options           1,915           160
       Proceeds from short-term debt, net                  433           633
       Purchase of treasury stock                          ---        (1,298)
       Issuance of treasury stock                            6           ---
                                                      ---------      --------

         Net Cash Provided by (Used in) Financing 
          Activities                                     1,112        (1,725)
                                                      ---------      --------

EFFECT OF EXCHANGE RATES ON CASH                          (203)         (213)
                                                      ---------      --------

NET INCREASE IN CASH AND CASH
 EQUIVALENTS                                             8,181         1,705

CASH AND CASH EQUIVALENTS AT 
 BEGINNING OF PERIOD                                    14,172        11,201
                                                      ---------      --------
 
CASH AND CASH EQUIVALENTS AT 
 END OF PERIOD                                       $  22,353     $  12,906
                                                      ---------      --------
                                                      ---------      --------

     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
                         (Dollar Amounts In Thousands)


                                                          Six Months Ended
                                                               June 30
                                                      -----------------------
                                                             (Unaudited)
                                                         1996          1995
                                                      ---------      --------

NET INCOME                                            $  7,618       $ 4,986
                                                      ---------      --------

       Bad debt expense                                     36            20
       Depreciation and amortization                     1,729         1,217
       Increase in accounts receivable                  (1,065)       (1,135)
       Increase in inventories                            (718)       (1,472)
       Increase in prepaid expenses and other           (2,357)         (568)
       Increase in income taxes payable                    331           411
       Increase in accrued liabilities and 
        volume incentives                                5,698         3,742
       Decrease in accounts payable                       (491)         (663)
       Increase (decrease) in deferred income taxes         57          (229)
       Cumulative translation adjustments                  273          (710)
                                                      ---------      --------
              
            Total Adjustments                            3,493           613
                                                      ---------      --------

                 Net Cash Provided by Operating
                  Activities                          $ 11,111       $ 5,599
                                                      ---------      --------
                                                      ---------      --------




      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 
financial position as of June 30, 1996, and 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 number of common shares outstanding and all per share 
amounts included in the condensed financial statements have been adjusted to 
reflect the three-for-two stock split effected in March of 1996.

     It is suggested that these consolidated, 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:

                                       (Dollars in Thousands)
                                 (Unaudited)
                                   June 30              December 31
                                     1996                  1995
                                 -----------            -----------
     Raw materials                 $ 8,227                $ 7,772
     Work in process                 1,328                  1,123
     Finished goods                 14,290                 14,232
                                   -------                -------
                                   $23,845                $23,127
                                   -------                -------
                                   -------                -------




                                      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 June 30, 1996, the Company had a total of 3,108,174 options 
outstanding.  The options were all granted at market prices, which vary from 
$1.79 to $22.25 per share.

(4)  QUARTERLY CASH DIVIDENDS

     The Company has declared 32 consecutive quarterly cash dividends. The most
recent quarterly cash dividend of 3 1/3 cents per common share was declared on 
August 5, 1996, to shareholders of record on August 16, 1996, payable August 26,
1996.

(5)  TRANSLATION OF FOREIGN CURRENCY

     The financial statements of the international subsidiaries have been 
translated to U.S. dollars in accordance with the provisions of SFAS No. 52.

     As a result of its international operations, the Company is subject to 
foreign currency fluctuations which may impact current earnings.




                                      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>
                               (Dollar Amounts In Thousands)
           (i)                                                                (ii)
   Income and Expense                                               Three Months Ended June 30
Items as a Percent of Sales                               ----------------------------------------
- ---------------------------                                     1996 to 1995          1995 to 1994
   Three Months Ended                                     ----------------------      ------------
        June 30                                           Amount of      Percent        Percent
- ----------------------------  Income and                  Increase/       of              of
   1996          1995         Expense Items               (Decrease)     Change         Change
  ------        ------        -------------               ---------      -------        -------
<S>             <C>           <C>                          <C>            <C>            <C>
  100.00%       100.00%       Sales revenue                 $12,457       24.56%         32.40%
  ------        ------                                      -------      ------         ------

   18.30         18.77        Cost of sales                   2,043       21.45          26.84
   45.51         45.55        Volume incentives               5,646       24.44          29.51
   24.60         26.51        SG&A expenses                   2,095       15.58          43.67
  ------        ------                                      -------      ------         ------

   88.41         90.83                                        9,784       21.24          32.75
  ------        ------                                      -------      ------         ------

   11.59          9.17        Operating income                2,673       57.46          29.02
  ------        ------                                      -------      ------         ------

    0.50          0.98        Interest and other income        (185)     (37.20)         40.56
   (0.01)        (0.10)       Interest expense                   47       88.82        (100.00)
   (0.26)        (0.17)       Foreign exchange loss             (76)     (87.87)        (54.23)
   (0.34)         0.04        Minority interest                (238)  (1,183.29)        (72.89)
  ------        ------                                      -------      ------         ------

   (0.11)         0.75                                         (452)    (119.46)          1.18
  ------        ------                                      -------      ------         ------

   11.48          9.92        Income before income taxes      2,221       44.14          26.39
  ------        ------

    4.61          4.06        Provision for income taxes        851       41.31          18.08
  ------        ------                                      -------      ------         ------

    6.87%         5.86%       Net income                    $ 1,370       46.09%         32.87%
  ------        ------                                      -------      ------         ------
  ------        ------                                      -------      ------         ------

</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>
                               (Dollar Amounts In Thousands)
           (i)                                                                (ii)
   Income and Expense                                                Six Months Ended June 30
Items as a Percent of Sales                               ----------------------------------------
- ---------------------------                                     1996 to 1995          1995 to 1994
    Six Months Ended                                     ----------------------      ------------
        June 30                                           Amount of      Percent        Percent
- ----------------------------  Income and                  Increase/       of              of
   1996          1995         Expense Items               (Decrease)     Change         Change
  ------        ------        -------------               ---------      -------        -------
<S>             <C>           <C>                          <C>            <C>            <C>
  100.00%       100.00%       Sales revenue                 $25,508       26.09%         29.26%
  ------        ------                                      -------      ------         ------

   17.80         19.18        Cost of sales                   3,197       17.05          28.82
   45.95         45.91        Volume incentives              11,748       26.17          26.27
   26.19         27.10        SG&A expenses                   5,797       21.88          40.48
  ------        ------                                      -------      ------         ------

   89.94         92.19                                       20,742       23.01          30.69
  ------        ------                                      -------      ------         ------

   10.06          7.81        Operating income                4,766       62.39          14.48
  ------        ------                                      -------      ------         ------

    0.86          0.92        Interest and other income         160       17.84          79.29
   (0.03)        (0.10)       Interest expense                   59       60.82         100.00
   (0.30)        (0.22)       Foreign exchange loss            (156)     (73.24)        (20.20)
   (0.18)         0.25        Minority interest                (469)    (190.65)        118.17
  ------        ------                                      -------      ------         ------

    0.35          0.85                                         (406)     (48.74)        140.52
  ------        ------                                      -------      ------         ------

   10.41          8.66        Income before income taxes      4,360       51.46          20.71
  ------        ------

    4.23          3.56        Provision for income taxes      1,728       49.57          13.15
  ------        ------                                      -------      ------         ------

    6.18%         5.10%       Net income                    $ 2,632       52.79%         26.62%
  ------        ------                                      -------      ------         ------
  ------        ------                                      -------      ------         ------
</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 for the three and six 
months ended June 30, 1996.  Sales revenue for the three and six months ended 
June 30, 1996, was $63 million and $123 million compared to $51 million and 
$98 million, an increase of 25 percent and 26 percent compared to 
corresponding periods of 1995, respectively.

       Management believes the increase in sales for the three- and six-month 
periods is attributable to the expansion of the Company's independent sales 
force,  a continued increase of consumer awareness and interest in natural 
health and nutritional products and incentives the Company offers its 
independent sales force. Additionally, the Company's sales revenue growth has 
been enhanced through international expansion.  The Company's international 
operations reported sales revenue of $43 million for the six months ended 
June 30, 1996, an increase of 32 percent compared to the same period in 1995.

       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 15,309 at June 30, 1996, from 10,396 at June 
30, 1995. The number of Distributors at June 30, 1996, was 485,500 compared 
to 280,830 at June 30, 1995.




                                      12


<PAGE>

VOLUME INCENTIVES:

       The dollar increase in volume incentives, for the three and six months 
ended June 30, 1996, 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.

       Management expects volume incentives to remain relatively constant, as 
a percent of sales, during the rest of 1996.

COST OF GOODS SOLD:

       The Company has experienced a decrease in cost of goods sold of .47 
percent and 1.38 percent, as a percentage of sales, for the three and six 
months ended June 30, 1996, respectively, 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 1996.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:

       The Company experienced a decrease in selling, general and 
administrative expenses (SG&A) of 1.91 percent and .91 percent, as a percent 
of sales, during the three and six month periods ended June 30, 1996, 
respectively, compared to the corresponding periods of 1995.

       The decrease in SG&A expenses, as a percentage of sales, resulted from 
efficiencies due to the increase in sales revenue and improved budgetary 
controls and efforts to reduce dollar increases in SG&A.  Management expects 
SG&A to decrease slightly, as a percentage of sales, during the rest of 1996.


                                      13


<PAGE>

SUBSIDIARY OPERATIONS: 

       Domestic and international sales for the six months ended June 30, 
1996, compared to the previous year are as follows:

SALES REVENUE

                                                (Dollars in Thousands)
                                                     (Unaudited)
                                                 1996           1995
                                               --------        -------
       DOMESTIC SALES REVENUE                  $ 80,777        $65,664
                                               --------        -------

       INTERNATIONAL SALES REVENUE:
            Americas                             33,308         24,099
            Asia Pacific                          6,716          5,404
            Other                                 2,494          2,620
                                               --------        -------

       TOTAL INTERNATIONAL                       42,518         32,123
                                               --------        -------
       TOTAL SALES REVENUE                     $123,295        $97,787
                                               --------        -------
                                               --------        -------

       Domestic and international operating income for the six months ended 
June 30, 1996, compared to the previous year are as follows:

OPERATING INCOME
                                                (Dollars in Thousands)
                                                     (Unaudited)
                                                 1996           1995
                                               --------        -------
       DOMESTIC OPERATING INCOME                $ 7,814         $5,140
                                                -------         ------

       INTERNATIONAL OPERATING INCOME:
            Americas                              4,477          2,618
            Asia Pacific                              7           (501)
            Other                                   107            382
                                                -------         ------
TOTAL INTERNATIONAL                               4,591          2,499
                                                -------         ------
TOTAL OPERATING INCOME                          $12,405         $7,639
                                                -------         ------
                                                -------         ------





                                      14


<PAGE>

       Domestic and international assets as of June 30, 1996, compared to 
December 31, 1995, balances are as follows:

                                          (Dollars in Thousands)
                                       (Unaudited)
                                         June 30        December 31
                                           1996             1995
                                       -----------      -----------
ASSETS

       DOMESTIC ASSETS                   $50,280          $40,996
                                         -------          -------

       INTERNATIONAL ASSETS:
            Americas                      24,320           18,941
            Asia Pacific                   4,178            4,239
            Other                            928            1,071
                                         -------          -------
       TOTAL INTERNATIONAL                29,426           24,251
                                         -------          -------
       TOTAL ASSETS                      $79,706          $65,247
                                         -------          -------
                                         -------          -------


BALANCE SHEET

ACCOUNTS RECEIVABLE 

       Accounts receivable increased approximately $1 million during the six 
months ended June 30, 1996.  The increase in receivables is related to the 
Company's growing international operations as well as promotional incentives 
offered during the second quarter.

PREPAID EXPENSES AND OTHER

       Prepaid expenses and other increased approximately $2 million during 
the six months ended June 30, 1996.  The increase is the result of deposits 
made for the Company's travel incentive programs as well as required tax 
deposits.

ACCRUED VOLUME INCENTIVES

       Accrued volume incentives increased approximately $2 million during 
the first six months of the year as a direct result of increased sales 
revenue.






                                      15

<PAGE>


ACCRUED LIABILITIES

       The balance of accrued liabilities increased approximately $3 million 
during the six months ended June 30, 1996.  The increase in accrued 
liabilities reflects the increased level of sales revenue and related 
accruals for incentives such as conventions and other travel awards.

LIQUIDITY AND CAPITAL RESOURCES

       Cash and cash equivalents increased approximately $8 million for the 
six months ended June 30, 1996.  The increase in cash and cash equivalents is 
primarily the result of operations as well as increases in current 
liabilities. 

       The Company acquired approximately $4 million in machinery, equipment 
and building improvements during the first six months of 1996 to improve its 
manufacturing and administrative capabilities.  Approximately $1.2 million 
was used for the payment of dividends during the first six months.

       Management believes the Company's stock is an attractive investment 
and, from time to time pursuant to its previously announced 660,000 share 
stock buyback program, may utilize a portion of its available cash to 
purchase up to the remaining balance of approximately 153,000 shares of its 
stock should market conditions warrant.

       The Company is in the process of establishing a new international 
subsidiary. Management expects that this new operation may require initial 
capitalization of approximately $1 million during the next twelve to eighteen 
months.

       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, otherwise these facilities will be funded 
through working capital.


                                      16


<PAGE>

       Management believes that future working capital requirements can be 
internally funded.  Management expects cash and investments to increase 
during the remainder of 1996, 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 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         The Annual Meeting of Shareholders of the Company was held on May 
20, 1996.  At the meeting, the following persons were re-elected as Directors 
of the Company to serve until the next Annual Meeting or until their 
successors are elected and qualified.

                                                         WITHHOLD
               DIRECTOR                  FOR             AUTHORITY
          ------------------          ----------         ---------
          Kristine F. Hughes          17,100,788          185,586
          Alan D. Kennedy             17,100,444          185,830

         At the meeting, the shareholders also adopted and approved the 
Company's 1995 Stock Option Plan as described in the Company's Proxy 
Statement for the meeting.  Shareholders voted on the Plan as follows:

                                                        ABSTENTIONS
                                                            OR
                 FOR                    AGAINST          NON-VOTES
              ----------               ---------        -----------
              11,784,337               2,206,231            -0-










                                      18


<PAGE>


PART II  OTHER INFORMATION   (cont.)

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.


August 8, 1996                       /s/ Alan D. Kennedy
                                     -----------------------------------------
                                     Alan D. Kennedy, President and 
                                     Chief Executive Officer

August 8, 1996                       /s/ Douglas Faggioli
                                     -----------------------------------------
                                     Douglas Faggioli, Chief Financial Officer












                                      19


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                           22353
<SECURITIES>                                         0
<RECEIVABLES>                                     7071
<ALLOWANCES>                                         0
<INVENTORY>                                      23845
<CURRENT-ASSETS>                                 59393
<PP&E>                                           15540
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                   79706
<CURRENT-LIABILITIES>                            28711
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         32549
<OTHER-SE>                                       17387
<TOTAL-LIABILITY-AND-EQUITY>                     79706
<SALES>                                         123295
<TOTAL-REVENUES>                                123295
<CGS>                                            21949
<TOTAL-COSTS>                                   110890
<OTHER-EXPENSES>                                 (427)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  38
<INCOME-PRETAX>                                  12832
<INCOME-TAX>                                      5214
<INCOME-CONTINUING>                               7618
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      7618
<EPS-PRIMARY>                                      .39
<EPS-DILUTED>                                      .39
        

</TABLE>


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