FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 1999
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 number: 0-25238
NATURAL HEALTH TRENDS CORP.
(Exact Name of Small Business Issuer as Specified in its Charter)
Florida 59-2705336
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
250 Park Avenue
New York, New York 10177
(Address of Principal Executive Office) (Zip Code)
(212) 490-6609
(Issuer's telephone number including area code)
Indicate by check mark whether the issuer (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 and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
The number of shares of issuer's Common Stock, $.001 par value, outstanding as
of March 31, 1999 was 6,190,909 shares.
<PAGE>
NATURAL HEALTH TRENDS CORP.
INDEX
Page
Number
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet as of March 31, 1999 1
(unaudited)
Consolidated Statements of Operations (unaudited) for
the Three months ended March 31, 1999 and 1998 2
Consolidated Statements of Cash Flows (unaudited) for
the Three months ended March 31, 1999 and 1998 3
Notes to the financial statements 4-5
Item 2. Management's discussion and analysis of financial
condition and results of operations 6-11
PART II - OTHER INFORMATION
Item 1 Legal Proceedings 12
Item 2 Changes in Securities 12
Item 3 Defaults Upon Senior Securities 12
Item 4 Submission of Matters to a Vote of Security Holders 12
Item 5 Other Information 12
ITEM 5.III OTHER INFORMATIONOTHE
Item 6. Exhibits and Reports on Form 8-K 12
Signature 13
<PAGE>
<TABLE>
<CAPTION>
NATURAL HEALTH TRENDS CORP.
CONSOLIDATED BALANCE SHEET
March 31, 1999
(UNAUDITED)
ASSETS
<S> <C>
CURRENT ASSETS:
Cash $ 628,539
Restricted cash 170,685
Accounts receivable 318,685
Inventories 1,249,206
Prepaid expenses and other current assets 104,723
--------------------
TOTAL CURRENT ASSETS 2,471,838
--------------------
PROPERTY, PLANT AND EQUIPMENT 625,596
PREPAID ROYALTIES AND OTHER 537,240
PATENTS AND CUSTOMER/DISTRIBUTION LISTS 9,485,769
GOODWILL 1,701,406
DEPOSITS AND OTHER ASSETS 80,680
--------------------
$ 14,902,529
====================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Cash overdraft $ 1,053,307
Accounts payable 2,898,101
Accrued expenses 1,719,696
Accrued consulting contract 405,385
Note payable 170,000
Accrued expenses for discontinued operations 314,593
Current portion of long term debt 314,684
Other current liabilities 121,997
--------------------
TOTAL CURRENT LIABILITIES 6,997,763
--------------------
COMMON STOCK SUBJECT TO PUT 380,000
STOCKHOLDERS' EQUITY:
Preferred stock, no par value, 1,500,000 shares authorized; 5,800 shares
issued and outstanding 5,438,515
Common stock, $.001 par value; 50,000,000 shares authorized;
6,220,331 shares issued and outstanding 6,221
Additional paid-in capital 18,203,393
Accumulated deficit (15,743,363)
Common stock subject to put (380,000)
--------------------
TOTAL STOCKHOLDERS' EQUITY 7,524,766
--------------------
$ 14,902,529
====================
</TABLE>
See notes to consolidated financial statements.
1
<PAGE>
<TABLE>
<CAPTION>
NATURAL HEALTH TRENDS CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended
March 31,
---------------------------------------
1999 1998
---------------------------------------
<S> <C> <C>
REVENUES $ 2,804,920 $ 429,884
COST OF SALES 667,759 112,099
------------------ ------------------
GROSS PROFIT 2,137,161 317,785
DISTRIBUTOR COMMISSIONS 1,261,502 -
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 1,431,434 839,125
------------------ ------------------
OPERATING LOSS (555,775) (521,340)
MINORITY INTEREST IN LOSS OF SUBSIDIARIES (849) -
LOSS ON FOREIGN EXCHANGE (8,476) -
OTHER EXPENSE:
Interest (net) (10,343) (62,753)
------------------ ------------------
LOSS FROM CONTINUING OPERATIONS (575,443) (584,093)
DICONTINUED OPERATIONS:
Income From Discontinued Operations - 19,028
------------------ ------------------
LOSS BEFORE EXTRAORDINARY GAIN (575,443) (565,065)
EXTRAORDINARY GAIN FROM FORGIVENESS OF DEBT - 1,361,143
------------------ ------------------
NET INCOME (LOSS) (575,443) 796,078
PREFERRED STOCK DIVIDEND 758,136 -
================== ==================
NET INCOME (LOSS) TO COMMON STOCKHOLDERS $ (1,333,579) $ 796,078
================== ==================
INCOME (LOSS) PER COMMON SHARE:
Continuing Operations $ (0.09) $ (0.66)
Discontinued Operations - 0.02
Extraordinary Gain - 1.53
Preferred stock dividend (0.12) -
------------------ ------------------
Net Income (loss) $ (0.21) $ 0.89
================== ==================
WEIGHTED AVERAGE COMMON SHARES USED 6,220,331 892,386
================== ==================
</TABLE>
See notes to consolidated financial statements.
2
<PAGE>
<TABLE>
<CAPTION>
NATURAL HEALTH TRENDS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
March 31,
---------------------------------------
1999 1998
------------------ ------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (575,443) $ 796,078
------------------ ------------------
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization 192,202 188,424
Loss on disposal of fixed asset - 29,745
Interest settled by issuance of stock - 8,858
Changes in assets and liabilities:
(Increase) decrease in accounts receivable (137,541) 123,620
Decrease in inventories 151,265 254,774
(Increase) decrease in prepaid expenses (75,790) 71,097
Decrease in deposits and other assets 69,670 220,342
Decrease in accounts payable and cash overdraft (1,618,917) (1,086,493)
Increase (decrease) in accrued expenses 1,274,630 (772,273)
Increase in deferred revenue - 173,937
Increase in accrued Interest - 57,466
Increase (decrease) in other current liabilities (38,481) 103,778
Increase (decrease) in accrued expenses for discontinued operations 91 (18,903)
------------------ ------------------
TOTAL ADJUSTMENTS (182,871) (645,628)
------------------ ------------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (758,314) 150,450
------------------ ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (21,701) (27,151)
Business acquisitions (106,587) -
Disposition of Discontinued Operations - (19,633)
----------------- ------------------
NET CASH USED IN INVESTING ACTIVITIES (128,288) (46,784)
----------------- ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease in due to affiliate 250,000 -
Proceeds from preferred stock 849,015 261,000
Increase in revolving credit line 314,593 -
Proceeds from notes payable and long-term debt - 34,666
Payments of notes payable and long-term debt (192,687) (186,027)
------------------ ------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 1,220,921 109,639
------------------ ------------------
NET INCREASE IN CASH 334,319 213,305
CASH, BEGINNING OF PERIOD 294,220 104,784
------------------ ------------------
CASH, END OF PERIOD $ 628,539 $ 318,089
================== ==================
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
NATURAL HEALTH TRENDS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 1999
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements of Natural Health
Trends Corp. (the "Company") have been prepared in accordance with
generally accepted accounting principles for interim financial
information and with instructions to Form 10-QSB and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all
adjustments considered necessary for a fair presentation (consisting of
normal recurring accruals) of financial position and results of
operations for the interim periods have been presented. The preparation
of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates. Operating results for the three month period ended March 31,
1999 are not necessarily indicative of the results that may be expected
for the year ending December 31, 1999. For further information, refer
to the consolidated financial statements and footnotes thereto included
in the Company's Annual report on Form 10-KSB for the year ended
December 31, 1998.
2. ACQUISITIONS
In February 1999, the Company's newly formed wholly-owned subsidiary,
Kaire Nutraceuticals, acquired substantially all of the assets (the
"Kaire Assets") of Kaire International, Inc.("Kaire"). In exchange for
the Kaire Assets, the Company issued (i) to Kaire, $2,800,000 aggregate
stated value of Series F Preferred Stock; (ii) to two creditors of
Kaire, $350,000 aggregate stated value of Series G Preferred Stock
4
<PAGE>
and (iii) to Kaire, five-year warrants to purchase 200,000 shares of
the Company's common stock exercisable at $4.06 per share. In addition,
Kaire Nutraceuticals has agreed to make certain payments to Kaire each
year for a period of five years (the "Kaire Payments") commencing with
the year ending December 31, 1999, to be determined as follows:
(i) 25% of the net income of Kaire Nutraceuticals if the
net sales of Kaire Nutraceuticals in any such year
are between $1 an $10,000,000;
(ii) 33% of Kaire Nutraceuticals' net income if its net
sales are between $10,000,000 and $15,000,000;
(iii) 40% of Kaire Nutraceuticals' net income if its net
sales are between $15,000,000 and $40,000,000; and
(iv) 50% of Kaire Nutraceuticals' net income if its net
sales are in excess of $40,000,000.
The following schedule combines the unaudited pro forma results of
operations of the Company and this acquisition for the three months
ended March 31, 1999 and 1998 as if the acquisition had occurred on
January 1, 1998 and includes such adjustments which are directly
attributable to the acquisition. It should not be considered indicative
of the results that would have been achieved had the acquisition not
occurred or the results that would have been obtained had the
acquisition actually occurred on January 1, 1998.
<TABLE>
<CAPTION>
Quarter Ended Quarter Ended
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C> <C>
Net sales $ 5,110,000 $ 8,150,000
Net loss $ 790,000 $ 450,000
Preferred stock dividends $ 820,000 $ 50,000
Loss to common stockholders $ 1,610,000 $ 500,000
Loss per share 0.23 $ 0.56
Shares used in computation 6,220,331 892,386
</TABLE>
5
<PAGE>
Item2. Managements Discussion and Analysis of Financial Condition and Results
of Operations
The following discussions should be read in conjunction with the consolidated
financial statements and notes contained in Item 1 hereof.
Forward Looking Statements
When used in Form 10-QSB and in future filings by the Company
with the Securities and Exchange Commission, the words "will likely result",
"the Company expects", "will continue", "is anticipated", "estimated",
"projected", "outlook" or similar expressions are intended to identify "forward-
looking statements" within the meaning of the Private Securities Litigation Act
of 1995. The Company wishes to caution readers not to place undue reliance
on such forward-looking statements, each of which speak only as of the date
made. Such statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from historical earnings and
those presently anticipated or projected. The Company has no obligation to
publicly release the results of any revisions which may be made to any
forward-looking statements to reflect anticipated or unanticipated events or
circumstances occurring after the date of such statements.
Overview
Prior to August 1997, the Company's operations consisted of the
operations of Natural Health Care Centers, and vocational schools. Upon the
acquisition of Global Health Alternatives, Inc. ("GHA") on July 23, 1997, the
Company commenced marketing and distributing a line of natural, over-the-counter
homeopathic pharmaceutical products. In February 1999, the Company formed a
subsidiary, Kaire Nutraceuticals, Inc.("KNI"), and acquired the assets of Kaire
International, Inc. and commenced marketing and distributing a line of natural,
herbal based dietary supplements and personal care products through an
established network marketing system. The Company discontinued the operations of
the natural health care centers during the third quarter of 1997 and sold the
vocational schools in August 1998. During most of the year ended December 1997,
the Company's ongoing lines of business were not in operation, not having been
acquired until July 1997 and February 1999.
6
<PAGE>
Three Months Ended March 31, 1999 Compared To The Three Months Ended March 31,
1998
Net Sales. Net sales for three months ended March 31, 1999 were
approximately $2,805,000 as compared to net sales for the three months ended
March 31, 1998 of approximately $430,000, an increase of approximately
$2,375,000 or 552.3%. Sales for the three months ended March 31, 1998 were
primarily from GHA. The increase in sales is primarily attributable to KNI's
sales of approximately $2,520,000 which commenced February 19, 1999. GHA's
revenues declined 33.7% during the three months ended March 31, 1998 as
compared to the three months ended March 31, 1999 due to a change in the
marketing approach used by the Company to a less capital intensive method.
Cost of Goods Sold. Cost of goods sold for the three months ended March
31, 1999 was approximately $668,000 or 23.8% of net sales. Cost of goods sold
for the three months ended March 31, 1998 was approximately $112,000 or
26.0% of net sales. The total cost of goods sold increased by approximately
$556,000 or 496.4%. The Company believes that the increase was primarily
attributable to KNI and its related operations. The decrease in the cost
of goods sold as a percentage of net sales is also attributable to the effect
of KNI's sales due to the different pricing structure associated with KNI's
sales distribution channel.
Gross Profit. Gross profit increased from approximately $318,000 in the
three months ended March 31, 1998 to approximately $2,137,000 in the three
months ended March 31, 1999. The increase was approximately $1,819,000 or
572.0%. The increase was attributable to KNI is sales.
Commissions. Associate commissions were approximately $1,262,000 or
45.0% of net sales in the three months ended March 31, 1999 attributable to
KNI's marketing system.
Selling, General and Administrative Expenses. Selling, general and
administrative costs increased from approximately $839,000 or 195.1% of sales in
the three months ended March 31, 1998 to approximately $1,431,000 or 51.02% of
sales in the three months ended March 31, 1999, an increase of approximately
$592,000 or 70.6%. The increase is primarily attributable to KNI's operations..
Loss from Operations. Operating losses increased from approximately
$521,000 in the three months ended March 31, 1998 to approximately $556,000 in
the three months ended March
7
<PAGE>
31, 1999 representing a 6.7% increase in the loss or approximately $35,000
between comparable periods. This increase is due to larger losses being incurred
by GHA due to reduced revenues without a corresponding reduction in operating
expenses. Income generated by KNI's operations partially offset this loss.
Minority Interest. The income offset of approximately $1,000 in the
three months ended March 31, 1999 for minority interest was a reflection of the
profitability of the Australia and New Zealand subsidiaries. KNI owns 51% of
such subsidiaries.
Loss on Foreign Exchange. As a part of the acquisition of KNI, the
Company acquired interests in KNI's subsidiaries in Australia, New Zealand,
Trinidad and Tobago and the United Kingdom. During the three months ended March
31, 1999, the net loss on foreign exchange adjustments was approximately $9,000.
Other Expenses. Other expenses of approximately $63,000 or 14.7% of
sales in the three months ended March 31, 1998 declined to approximately $10,000
or 0.4% of sales in the three months ended March 31, 1999, a change of
approximately $53,000. This decrease is due primarily to a workout of various
debt and payables of GHA during the three months ended March 31, 1998 resulting
in an overall reduction in interest bearing liabilities.
Income Taxes. Income tax benefits were not reflected in either period.
The anticipated benefits of utilizing net operating losses against future
profits was not recognized in the three months ended March 31, 1999 or the three
months ended March 31, 1998 under the provisions of Financial Standards Board
Statement of Financial Accounting Standards No. 109 (Accounting for Income
Taxes), utilizing its loss carryforwards as a component of income tax expense. A
valuation allowance equal to the net deferred tax asset has not been recorded,
as management of the Company has not been able to determine that it is more
likely than not that the deferred tax assets will be realized.
Net Loss from Continuing Operations. Net loss from continuing
operations was approximately $576,000 in the three months ended March 31, 1999
or 20.5% of net sales as compared to approximately $565,000 or 135.8 % of net
sales in the three months ended March 31, 1998. Of the net loss from continuing
operations, approximately $658,000 was attributable to
8
<PAGE>
GHA's operations and net income of approximately $82,000 was attributable to
KNI's operations.
Discontinued Operations. In February, 1998, the Company closed the
natural health care center in Pompano Beach, Florida. The anticipated gain on
this discontinued operation was reflected in the three months ended March 31,
1998.
Gain on Forgiveness of Debt. During the three months ended March 31,
1998, the Company realized a $1.4 million gain on the work-out of various debt
and payables of GHA.
Net Income (Loss). Net income loss was approximately $576,000 in
the three months ended March 31, 1999 or 20.5% of net sales as compared to
approximately $796,000 of net income or 185.1 % of net sales in the three months
ended March 31, 1998. The difference is primarily related to the extraordinary
gain on forgiveness of debt in the three months ended March 31, 1998 as
described above.
Liquidity and Capital Resources:
The Company has funded its working capital and capital expenditure
requirements primarily from cash provided through borrowings from institutions
and individuals, and from the sale of its securities in private placements. The
Company's other ongoing source of cash receipts has been from the sale of GHA's
and KNI's products.
In February 1998, the Company issued $300,000 face amount of Series B
Preferred Stock, net of expenses of $38,500. The Series B Preferred Stock has
been converted into 541,330 shares of common stock.
In April 1998, the Company issued $4,000,000 face amount of Series C
Preferred Stock, net of expenses of $493,000. From the proceeds raised, the
Company paid $2,500,000 to retire $1,568,407 face value of Series A Preferred
Stock outstanding. The Series C Preferred Stock has been converted into
3,608,296 shares of common stock.
In July 1998, the Company issued $75,000 face amount of Series D
Preferred Stock, which was redeemed in August 1998 for $91,291.
In August 1998, the Company issued $1,650,000 face amount of Series E
Preferred Stock, net of expenses of $211,000. The Series E Preferred Stock pays
dividends of 10% per annum and is convertible into shares of common stock at the
lower of the closing bid price on the date of issue 75% of the market value of
the common stock.
9
<PAGE>
In March and April 1999, the Company issued $1,400,000 of Series H
Preferred Stock. The Series H Preferred Stock pays dividends of 10% per annum
and is convertible into shares of common stock at the lower of the closing bid
price on the date of issue or 75% of the market value of the common stock.
In August 1998, the Company sold its three vocational schools and
certain related businesses for $1,778,333 and other consideration. From the
proceeds from the sale of the schools, the Company paid $1,030,309 to retire the
remaining $631,593 face value of Series A Preferred Stock outstanding, and
$91,291 to redeem all of the Series D Preferred Stock outstanding. The remaining
proceeds were used to pay down notes payable.
At March 31, 1999, the Company's ratio of current assets to current
liabilities was .36 to 1.0 and the Company had a working capital deficit of
approximately $4,370,000.
Cash used in operations for the period ended March 31, 1999 was
approximately $758,000 attributable primarily to the net loss of approximately
$575,000, decreases in accounts payable of approximately $1,619,000 offset by
increases in accrued expenses of approximately $1,275,000. Cash used by
investing activities during the period was approximately $128,000, which was
primarily related to the KNI acquisition. Cash provided by financing activities
during the period was approximately $1,221,000, primarily from the issuance of
preferred stock of approximately $849,000 and an increase in the revolving
credit line of approximately $315,000. Total cash increased by approximately
$334,000 during the period.
The Company anticipate that further additional financing will be
required to finance its continuing operations during the next twelve months,
principally to fund KNI's operations. The Company has revised its business
plan of marketing development and support for GHA's products, decreasing its
emphasis on mass market advertising. Instead, the Company plans to use its
resources for the development of other less capital-intensive
distribution channels. The Company believe that KNI will require approximately
$1,600,000, over the next twelve months and that GHA will not require any
additional financing provided that GHA is successful in reaching satisfactory
settlements with its creditors. As of March 31, 1999, GHA owed approximately
$1,660,000 to creditors and had a working capital deficit of $1,694,000.
In the event that the Company cannot reach satisfactory settlements with GHA's
creditors, the Company may discontinue the operations of GHA. There can be no
assurance that the Company will be able to achieve satisfactory
settlements with its creditors or secure such additional financing. The
10
<PAGE>
Company's failure to achieve satisfactory settlements with its creditors or
secure additional financing would have a material adverse effect on its
business, prospects, financial conditions and results of operations.
Year 2000 Issue:
Many currently installed computer systems and software products are
coded to accept only two-digit entries to represent years in the date code
field. Computer systems and products that do not accept four-digit year entries
will need to be upgraded or replaced to accept four digit year entries to
distinguish years beginning with 2000 from prior years. The Company is in the
process of becoming compliant with the Year 2000 requirements and believe that
its management information systems will be compliant on a timely basis at an
approximate cost of $150,000. The Company currently does not anticipate that the
Company will experience any material disruption to its operations as a result of
the failure of its management information systems to be Year 2000 compliant.
There can be no assurance, however, that computer systems operated by third
parties, including customers, vendors, credit card transaction processors, and
financial institutions, with which its management information system interface
will continue to properly interface with its system and will otherwise be
compliant on a timely basis with Year 2000 requirements. The Company currently
is developing a plan to evaluate the Year 2000 compliance status of third
parties with which its system interfaces. Any failure of the Company's
management information system or the systems of third parties to timely achieve
Year 2000 compliance could have a material adverse effect on its business,
financial condition, and operating results.
11
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On April 26, 1999, Gusrac Kaplan & Bruno commenced an action against
the Company in the Supreme Court of the State of New York for unpaid legal fees
of approximately $60,000. The Company is vigorously defending the action.
Item 2. Changes in Securities and Use of Proceeds
Pursuant ot the exemption from the registration requirement under
Section 4(2) of the Securities Act of 1933, as amended, and/or Regulation D
promulgated thereunder, on March 15,1999 and April 13, 1999 the Company sold an
aggregate of 1,400 shares of Series H Convertible Preferred Stock at a purchase
price of $1,000 per share to two accredited investors. The Company paid
placement agent fees of $168,000 to BLH, Inc. in connection with the offering.
In connection with the purchase of substantially all of the assets of Kaire
International, Inc., the Company issued $2,800,.000of Series F Preferred Stock,
$35,000of Series G Preferred Stock and 200,000 Common Stock Purchase Warrants.
In connection with the acquisition of substantially all of the assets of Kaire
International, inc. The Company has agreed to issue approximately $430,000 of
convertible preferred stock to BLH, Inc.
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to Vote of Security Holders
On February 17, 1999, the Company held a special meeting of the
stockholders. The following actions took place.
(i) The stockholders approved the issuance of shares of Common Stock in
connection with the acquisition of substantially all of the assets of Kaire
International. Inc. In connection with (A) conversion of $2,800,000 of Series
F Preferred Stock, (B) conversion of $350,000 of Series G Preferred Stock and
(C) 200,000 Common stock Purchase Warrants. The voting was as follows:
3,381,581 for, 16,617 against and 76,154 abstain.
(ii) The stockholders approved the issuance of shares of Common Stock upon
the conversion of shares of Series E Preferred Stock. The voting was as follows:
3,328,515 for, 18,649 against and 87,966 abstain.
(iii) The stockholders approved the future offer and sale of up to
$4,000,000 aggregate stated value of Series H Preferred Stock and the issuance
of shares of Common Stock upon the conversion of the Series H Preferred Stock.
The voting was as follows: 3,221,445 for, 114,944 against and 87,966 abstain.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
The Company filed current reports on Form 8-K on January 25, 1999,
February 19, 1999, and May 5, 1999.
12
<PAGE>
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.
NATURAL HEALTH TRENDS CORP.
By: /s/ Joseph P. Grace
-----------------------
Joseph P. Grace
President
By: /S/ Mark Woodburne
-----------------------
Mark Woodburne
Chief Financial Officer
Date: May , 1999
13
<PAGE>
(c) Exhibit Index
<TABLE>
<CAPTION>
Number Description of Exhibit
<S> <C>
2.1 Assets Purchase Agreement dated April 29, 1998 by and among Natural Health Trends
Corp., Neal R. Heller & Elizabeth S. Heller and Florida College of Natural Health, Inc. #
2.2 Acquisition Agreement among the Company, NHTC Acquistion Corp., Kaire International,
Inc. and the Company (the "Acquisition Agreement"). ##
3.1 Amended and Restated Certificate of Incorporation of the Company.*
3.2 Amended and Restated By-Laws of the Company.*
4.1 Specimen Certificate of the Company's Common Stock.*
4.2 Form of Class A Warrant.*
4.3 Form of Class B Warrant.*
4.4 Form of Warrant Agreement between the Company and Continental Stock Transfer and Trust
Company.*
4.5 Form of Underwriter's Warrants.*
4.6 1994 Stock Option Plan.*
4.7 Form of Debenture.**
4.8 Registration Rights Agreement dated July 23, 1997 by and among the Company, Global and
the Global Stockholders.+
4.9 Agreement as to Transfers dated July 23, 1997 by and between Capital Development, S.A.
and the Company.+
4.10 Articles of Amendment of Articles of Incorporation of the Company.***
4.11 Articles of Amendment of Articles of Incorporation - Series C Preferred Stock.****
4.12 Articles of Amendment of Articles of Incorporation - Series E Preferred Stock.****
4.13 Articles of Amendment of Articles of Incorporation - Series F Preferred Stock.##
4.14 Articles of Amendment of Articles of Incorporation - Series G Preferred Stock.##
4.15 Articles of Amendment of Articles of Incorporation - Series H Preferred Stock.##
4.16 Form of Warrant in connection with the Acquisition Agreement.##
10.1 Agreement among Natural Health Trends Corp. Health Wellness Nationwide Corp.,
Samantha Haimes and Leonard Haimes.++
21.1 List of Subsidiaries.
27.1 Financial Data Schedule.
* Previously filed with the Company's Registration Statement No. 33-991184.
** Previously filed with the Company's Form 10-QSB for the quarter ended March 31, 1997.
*** Previously filed with the Company's Form 10-QSB dated June 30, 1997.
**** Previously filed with the Company's Form 10-QSB dated September 30, 1998.
+ Previously filed with the Company's Form 8-K dated August 7, 1997.
++ Previously filed with the Company's Form 10-KSB for the year ended December 31, 1996.
+++ Previously filed with the Company's Registration Statement No. 333-35935.
# Previously filed with the Company's Proxy Statement on Schedule 14A, dated May 14, 1998.
## Previously filed with the Company's Proxy Statement on Schedule 14A, dated January 25,
1999.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
(Replace this text with the legend)
</LEGEND>
<CIK> 0000912061
<NAME> NATURAL HEALTH TRENDS CORP.
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<EXCHANGE-RATE> 1
<CASH> 799,224
<SECURITIES> 0
<RECEIVABLES> 320,685
<ALLOWANCES> 2,000
<INVENTORY> 1,249,206
<CURRENT-ASSETS> 2,471,838
<PP&E> 778,028
<DEPRECIATION> 152,432
<TOTAL-ASSETS> 14,902,529
<CURRENT-LIABILITIES> 6,997,763
<BONDS> 0
0
5,438,515
<COMMON> 6,221
<OTHER-SE> 2,080,030
<TOTAL-LIABILITY-AND-EQUITY> 14,902,529
<SALES> 2,804,920
<TOTAL-REVENUES> 0
<CGS> 667,759
<TOTAL-COSTS> 667,759
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10,343
<INCOME-PRETAX> (575,443)
<INCOME-TAX> 0
<INCOME-CONTINUING> (575,443)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (545,443)
<EPS-BASIC> (0.22)
<EPS-DILUTED> (0.22)
</TABLE>
