Natural Health Trends Corp 10-Q for FY2026 Q3
Natural Health Trends Corp (NHTC)
About this 10-Q
Natural Health Trends Corp filed this 10-Q on October 28, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Natural Health Trends Corp reported nine-month net sales of 24,369 and a net loss of 837 for the period ended September 30, 2026, versus 30,027 and 294 in 2025. All figures are in US Dollars, in thousands. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $7.56M
- down 20.2% from $9.48M a year earlier
- Net loss
- $232K
- compared with a net loss of $431K a year earlier
- Diluted EPS
- -$0.03
- compared with -$0.04 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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:
NATURAL HEALTH TRENDS CORP.
(Exact name of registrant as specified in its charter)
| | |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
Suite 395
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| | | The |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| | ☑ | Smaller reporting company | | |
| Emerging growth company | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
At October 23, 2026, the number of shares outstanding of the registrant’s common stock was
Quarterly Report on Form 10-Q
September 30, 2026
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FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, in particular “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). When used in this report, the words or phrases “will likely result,” “expect,” “intend,” “will continue,” “anticipate,” “estimate,” “project,” “believe” and similar expressions are intended to identify “forward-looking statements” within the meaning of the Exchange Act. These statements represent our expectations or beliefs concerning, among other things, future revenue, earnings, growth strategies, new products and initiatives, dividend policies, future operations and operating results, expense savings initiatives, and future business and market opportunities.
Forward-looking statements in this report speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. We caution and advise readers that these statements are based on certain assumptions that may not be realized and involve risks and uncertainties that could cause actual results to differ materially from the expectations and beliefs contained herein.
For a summary of certain risks related to our business, see “Part I, Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K, and “Part II, Item 1A. Risk Factors” in this Quarterly Report on Form 10-Q, which include the following:
| • |
Because our Hong Kong operations account for a substantial portion of our overall business, and substantially all of our Hong Kong business is derived from the sale of products to members in China, any material adverse change in our business relating to either Hong Kong or China would likely have a material adverse impact on our overall business; |
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Hong Kong’s political and economic landscape has in recent years undergone significant change, and this upheaval or related consequences could negatively impact our business and financial performance; |
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| • | We experienced negative operating cash flows during the four years ended December 31, 2022 through 2025, and only modest positive operating cash flows during the years ended December 31, 2021 and 2020. Unless our operating cash flows improve, this negative financial performance could have a material adverse effect on our business and our stock price; | |
| • | Adverse publicity associated with our products, ingredients or network marketing program, or those of similar companies, could harm our financial condition and operating results; | |
| • | Our business and financial performance may be adversely affected by unfavorable economic and market conditions and the uncertain geopolitical environment; | |
| • | Changes in government trade and economic policies, including the imposition of tariffs and other restrictive trade policies, and ongoing political and economic disputes between the United States and other jurisdictions, particularly China, may have a negative effect on global economic conditions and our business, financial results and financial condition; | |
| • |
We are subject to risks relating to product concentration and lack of revenue diversification; | |
| • | Epidemics, natural disasters, terrorist attacks or acts of war or hostility may seriously harm our business; | |
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The high level of competition in our industry could adversely affect our business; | |
| • |
Failure of new products to gain member and market acceptance could harm our business; | |
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We rely on a limited number of independent third parties to manufacture and supply our products on a timely basis; |
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Growth may be impeded by the political and economic risks of entering and operating in foreign markets; | |
| • | Failure to maintain effective internal controls in accordance with the Sarbanes-Oxley Act of 2002 could negatively impact our business and the market price of our common stock; | |
| • | We could be adversely affected by management changes or an inability to attract and retain key management, directors and consultants; | |
| • | Our continuing loss of a significant number of members is adversely affecting our business, and if we cannot stabilize or increase the number of members our business could be further negatively impacted; | |
| • | Although virtually all of our members are independent contractors, improper member actions that violate laws or regulations could harm our business; | |
| • | An increase in the amount of compensation paid to members would reduce profitability; | |
| • |
We may be held responsible for certain taxes or assessments relating to the activities of our members and service providers, which could harm our financial condition and operating results; | |
| • | Our business in China is subject to compliance with a myriad of applicable laws and regulations, and any actual or alleged violations of those laws or government actions otherwise directed at us could have a material adverse impact on our business and the value of our company; | |
| • |
Direct-selling laws and regulations may prohibit or severely restrict our direct sales efforts and cause our revenue and profitability to decline, and regulators could adopt new regulations that harm our business; |
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| • | Our business is subject to a variety of laws, regulations and other obligations regarding privacy, data protection and information security. Any actual or perceived failure by us or our third-party vendors to comply with such laws, regulations or other obligations could materially adversely affect our business; | |
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Challenges by third parties to the legality of our business operations could harm our business; |
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We have in the past been involved in, and may in the future face, lawsuits, claims, and governmental proceedings and inquiries that could harm our business; | |
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Currency exchange rate fluctuations could lower our revenue and profitability; |
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Changes in tax or duty laws, and unanticipated tax or duty liabilities, could adversely affect our net income; |
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Transfer pricing regulations affect our business and results of operations; |
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Our products and related activities are subject to extensive government regulation, which could delay, limit or prevent the sale of some of our products in some markets; |
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New regulations governing the marketing and sale of nutritional supplements could harm our business; | |
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Regulations governing the production and marketing of our personal care products could harm our business; | |
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If we are found not to be in compliance with good manufacturing practices our operations could be harmed; | |
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Failure to comply with domestic and foreign laws and regulations governing product claims and advertising could harm our business; | |
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We are subject to anti-bribery laws, including the U.S. Foreign Corrupt Practices Act; | |
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We do not have a comprehensive product liability insurance program and product liability claims could hurt our business; | |
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We may be unable to protect or use our intellectual property rights; | |
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We rely on and are subject to risks associated with our reliance upon information technology systems; | |
| • |
System disruptions or failures, cybersecurity risks, and compromises of data, or the failure to comply with related laws and regulations, could harm our business; | |
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Our systems, software and data reside on third-party servers, exposing us to risks that disruption or intrusion of those servers could temporarily or permanently interrupt our access and damage our business; | |
| • |
Our common stock is particularly subject to volatility because of the industry and markets in which we operate; and | |
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Our common stock continues to experience wide fluctuations in trading volumes and prices. This may make it more difficult for holders of our common stock to sell shares when they want and at prices they find attractive. |
Additional factors that could cause actual results to differ materially from our forward-looking statements are set forth in this report, including under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in our financial statements and the related notes.
PART I - FINANCIAL INFORMATION
NATURAL HEALTH TRENDS CORP.
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share Data)
| September 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Marketable securities | ||||||||
| Inventories | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Deferred tax asset | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued commissions | ||||||||
| Other accrued expenses | ||||||||
| Deferred revenue | ||||||||
| Amounts held in eWallets | ||||||||
| Operating lease liabilities | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Deferred tax liability | ||||||||
| Operating lease liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 7) | ||||||||
| Stockholders’ equity: | ||||||||
| Preferred stock, $ par value; shares authorized; shares issued and outstanding | ||||||||
| Common stock, $ par value; shares authorized; shares issued at September 30, 2026 and December 31, 2025 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Treasury stock, at cost; and shares at September 30, 2026 and December 31, 2025, respectively | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
See accompanying notes to consolidated financial statements.
NATURAL HEALTH TRENDS CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In Thousands, Except Per Share Data)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net sales | $ | $ | $ | $ | ||||||||||||
| Cost of sales | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Commissions expense | ||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income, net | ||||||||||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax expense | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per common share: | ||||||||||||||||
| Basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average common shares outstanding: | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
See accompanying notes to consolidated financial statements.
NATURAL HEALTH TRENDS CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
(In Thousands)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Other comprehensive income (loss), net of tax: | ||||||||||||||||
| Foreign currency translation adjustment | ( | ) | ||||||||||||||
| Unrealized gains (losses) on available-for-sale securities | ( | ) | ||||||||||||||
| Comprehensive income (loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
See accompanying notes to consolidated financial statements.
NATURAL HEALTH TRENDS CORP.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)
(In Thousands, Except Share Data)
Nine months ended September 30, 2026
| Accumulated | ||||||||||||||||||||||||||||||||||||||||
| Additional | Other | |||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid-In | Accumulated | Comprehensive | Treasury Stock | |||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Loss | Shares | Amount | Total | |||||||||||||||||||||||||||||||
| BALANCE, December 31, 2025 | — | $ | $ | $ | $ | ( | ) | $ | ( | ) | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||
| Net loss | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Dividends declared, $/share | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | |||||||||||||||||||||||||||||||||||||
| Unrealized losses on available-for-sale securities | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||||||||||
| BALANCE, March 31, 2026 | — | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||||||||||
| Dividends declared, $/share | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | |||||||||||||||||||||||||||||||||||||
| Unrealized gains on available-for-sale securities | — | — | — | |||||||||||||||||||||||||||||||||||||
| BALANCE, June 30, 2026 | — | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | |||||||||||||||||||||||||||||||||||||
| Unrealized losses on available-for-sale securities | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||||||||||
| BALANCE, September 30, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||
Nine months ended September 30, 2025
| Accumulated | ||||||||||||||||||||||||||||||||||||||||
| Additional | Other | |||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid-In | Accumulated | Comprehensive | Treasury Stock | |||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Loss | Shares | Amount | Total | |||||||||||||||||||||||||||||||
| BALANCE, December 31, 2024 | — | $ | $ | $ | $ | ( | ) | $ | ( | ) | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||
| Net income | — | — | — | |||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | |||||||||||||||||||||||||||||||||||||
| Dividends declared, $/share | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | |||||||||||||||||||||||||||||||||||||
| Unrealized gains on available-for-sale securities | — | — | — | |||||||||||||||||||||||||||||||||||||
| BALANCE, March 31, 2025 | — | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Net income | — | — | — | |||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | |||||||||||||||||||||||||||||||||||||
| Dividends declared, $/share | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | |||||||||||||||||||||||||||||||||||||
| Unrealized losses on available-for-sale securities | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||||||||||
| BALANCE, June 30, 2025 | — | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | |||||||||||||||||||||||||||||||||||||
| Dividends declared, $/share | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||||||||||
| Unrealized gains on available-for-sale securities | — | — | — | |||||||||||||||||||||||||||||||||||||
| BALANCE, September 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
NATURAL HEALTH TRENDS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In Thousands)
| Nine Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Net accretion of marketable securities | ( | ) | ( | ) | ||||
| Share-based compensation | ||||||||
| Noncash lease expense | ||||||||
| Deferred income taxes | ||||||||
| Changes in assets and liabilities: | ||||||||
| Inventories | ( | ) | ||||||
| Other current assets | ||||||||
| Other assets | ( | ) | ( | ) | ||||
| Accounts payable | ||||||||
| Accrued commissions | ( | ) | ( | ) | ||||
| Other accrued expenses | ( | ) | ||||||
| Deferred revenue | ( | ) | ( | ) | ||||
| Amounts held in eWallets | ( | ) | ( | ) | ||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Other current liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Purchases of marketable securities | ( | ) | ( | ) | ||||
| Proceeds from maturities of marketable securities | ||||||||
| Net cash provided by investing activities | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Repurchase of common stock | ( | ) | ||||||
| Dividends paid | ( | ) | ( | ) | ||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Effect of exchange rates on cash, cash equivalents and restricted cash | ||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | ( | ) | ||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | ||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Right-of-use assets obtained in exchange for operating lease liabilities | $ | $ | ||||||
| Direct costs incurred to repurchase common stock | $ | $ | ||||||
See accompanying notes to consolidated financial statements.
NATURAL HEALTH TRENDS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
Natural Health Trends Corp., a Delaware corporation (whether or not including its subsidiaries, the “Company”), is an international direct-selling and e-commerce company. Subsidiaries controlled by the Company sell personal care, wellness, and “quality of life” products under the “NHT Global” brand.
The Company’s wholly-owned subsidiaries have an active physical presence in the following markets: the Americas, which consists of the United States, Canada, Cayman Islands, Mexico, Peru and Colombia; Greater China, which consists of Hong Kong, Taiwan and China; Southeast Asia, which consists of Malaysia and Singapore; South Korea; Japan; India; and Europe. The Company also operates in Russia and Kazakhstan through an engagement with a local service provider.
Basis of Presentation
The unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. As a result, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. In the opinion of management, the accompanying unaudited interim consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company’s financial information for the interim periods presented. The results of operations of any interim period are not necessarily indicative of the results of operations to be expected for the fiscal year. These consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s 2025 Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (SEC) on February 20, 2026.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and all of its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Reclassification
Certain prior year amounts in the balance sheet and the statement of cash flows have been reclassified to conform to current year presentation.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less when purchased and with insignificant interest rate risk to be cash equivalents. The Company maintains substantially all of its cash balances at several institutions located in the United States, Hong Kong and China which at times may exceed insured limits. As of September 30, 2026, there was $
Capitalized Software Implementation Costs
The Company is currently implementing a new global back office platform to replace its legacy internally developed system. The platform includes modules supporting member back office functionality, commission processing, e-commerce, replicated distributor websites, reporting, administrative tools and various country-specific integrations. Costs incurred during the application development stage that are directly associated with software configuration, customization and coding are capitalized in accordance with FASB ASC Topic 350-40, Intangibles—Goodwill and Other—Internal-Use Software. These costs are recorded within other non-current assets and will be amortized on a straight-line basis over the expected term of the associated hosting arrangement once the related modules are ready for their intended use. Capitalized software implementation costs were $
Net Loss Per Common Share
Diluted net income per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. The dilutive effect of non-vested restricted stock is reflected by application of the treasury stock method. Under the treasury stock method, the amount of compensation cost for future service that the Company has not yet recognized, if any, is assumed to be used to repurchase shares.
The following table illustrates the computation of basic and diluted net loss per common share for the periods indicated (in thousands, except per share data):
| Three Months Ended September 30, | ||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||
| Loss (Numerator) | Shares (Denominator) | Per Share Amount | Loss (Numerator) | Shares (Denominator) | Per Share Amount | |||||||||||||||||||
| Basic net loss per common share: | ||||||||||||||||||||||||
| Net loss available to common stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||
| Effect of dilutive securities: | ||||||||||||||||||||||||
| Non-vested restricted stock | ||||||||||||||||||||||||
| Diluted net loss per common share: | ||||||||||||||||||||||||
| Net loss available to common stockholders plus assumed dilution | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||
| Nine Months Ended September 30, | ||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||
| Loss (Numerator) | Shares (Denominator) | Per Share Amount | Loss (Numerator) | Shares (Denominator) | Per Share Amount | |||||||||||||||||||
| Basic net loss per common share: | ||||||||||||||||||||||||
| Net loss available to common stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||
| Effect of dilutive securities: | ||||||||||||||||||||||||
| Non-vested restricted stock | ||||||||||||||||||||||||
| Diluted net loss per common share: | ||||||||||||||||||||||||
| Net loss available to common stockholders plus assumed dilution | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||
In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As such, non-vested restricted stock totaling
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures. ASU 2024-03 is intended to improve disclosures about a public business entity's expenses and provide more detailed information to investors about the types of expenses in commonly presented expense captions. The amendments in this ASU will be applied retrospectively and are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of implementing this guidance.
Other recently issued accounting pronouncements did not or are not believed by management to have a material impact on the Company’s present or future financial statements.
2. REVENUE
Revenue Recognition
All revenue is recognized when the performance obligations under a contract, including any product vouchers sold on a stand-alone basis in Hong Kong, are satisfied. Product sales are recognized when the products are shipped and title passes to independent members. Product sales to members are made pursuant to a member agreement that provides for transfer of both title and risk of loss upon the Company’s delivery to the carrier that completes delivery to the members, which is commonly referred to as “F.O.B. Shipping Point.” The Company’s sales arrangements do not contain right of inspection or customer acceptance provisions other than general rights of return. These contracts are generally short-term in nature.
Actual product returns are recorded as a reduction to net sales. The Company estimates and accrues a reserve for product returns based on its return policies and historical experience. The reserve is based upon the return policy of each country, which varies from days to year, and their historical return rates, which range from
The Company has elected to account for shipping and handling activities performed after title has passed to members as a fulfillment cost, and accrues for the costs of shipping and handling if revenue is recognized before the contractually obligated shipping and handling activities occurs. Shipping charges billed to members are included in net sales. Costs associated with shipments are included in cost of sales. Event and training revenue is deferred and recognized as the event or training occurs. Costs of events and member training are included within selling, general and administrative expenses.
Various taxes on the sale of products to members are collected by the Company as an agent and remitted to the respective taxing authority. These taxes are presented on a net basis and recorded as a liability until remitted to the respective taxing authority.
Deferred Revenue
The Company primarily receives payment by credit card at the time members place orders. Amounts received for unshipped product orders and unredeemed product vouchers are considered a contract liability and are recorded as deferred revenue. As of September 30, 2026 and December 31, 2025, the Company had $
Disaggregation of Revenue
The Company sells products to a member network that operates in a seamless manner from market to market, except for the Chinese market where it sells to consumers through an e-commerce retail platform and the Russia and Kazakhstan market where the Company operates through an engagement of a third-party service provider. See Note 10 for revenue by market information.
The Company’s net sales by product and service are as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Product sales | $ | $ | $ | $ | ||||||||||||
| Administrative fees, freight and other | ||||||||||||||||
| Less: sales returns | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total net sales | $ | $ | $ | $ | ||||||||||||
Concentration
Arrangements with Multiple Performance Obligations
The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenues to each performance obligation based on its relative standalone selling price. The Company generally determines standalone selling prices based on the prices charged for individual products to similar customers.
Practical Expedients
The Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded in commissions expense.
The Company does not provide certain disclosures about unsatisfied performance obligations for contracts with an original expected length of one year or less.
3. BALANCE SHEET COMPONENTS
The components of certain balance sheet amounts are as follows (in thousands):
| September 30, 2026 | December 31, 2025 | |||||||
| Cash, cash equivalents and restricted cash: | ||||||||
| Cash | $ | $ | ||||||
| Cash equivalents | ||||||||
| Restricted cash included in other long-term assets | ||||||||
| $ | $ | |||||||
| Inventories: | ||||||||
| Finished goods | $ | $ | ||||||
| Raw materials | ||||||||
| $ | $ | |||||||
| Other assets: | ||||||||
| Capitalized software implementation costs | $ | $ | ||||||
| Refundable deposits and other | ||||||||
| $ | $ | |||||||
| Other accrued expenses: | ||||||||
| Sales returns | $ | $ | ||||||
| Employee-related expense | ||||||||
| Warehousing, inventory-related and other | ||||||||
| $ | $ | |||||||
| Deferred revenue: | ||||||||
| Unshipped product and unredeemed product vouchers | $ | $ | ||||||
| Auto ship advances | ||||||||
| $ | $ | |||||||
4. FAIR VALUE MEASUREMENTS
As of September 30, 2026, cash and cash equivalents and marketable securities include the Company’s investments in money market funds, municipal debt securities and corporate debt securities. Debt securities are required to be accounted for in accordance with the FASB ASC Topic 320, Investments - Debt and Equity Securities. As such, the Company determined its investments in debt securities held at September 30, 2026 should be classified as available-for-sale and are carried at fair value with unrealized gains and losses reported in stockholders’ equity. The cost of debt securities is adjusted for amortization of premiums and discounts to maturity. This amortization is included in other income and expense. Realized gains and losses, as well as interest income, are also included in other income and expense. The fair values of securities are based on quoted market prices to the extent available or alternative pricing sources and models utilizing market observable inputs.
The carrying amounts of the Company’s financial instruments, including cash and accounts payable, approximate fair value because of their short maturities. The carrying amount of the noncurrent restricted cash approximates fair value since, absent the restrictions, the underlying assets would be included in cash and cash equivalents.
Accounting standards permit companies, at their option, to choose to measure many financial instruments and certain other items at fair value. The Company has elected to not fair value existing eligible items.
Investments by significant category included in cash equivalents and marketable securities at the end of each period were as follows (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||
| Fair Value Level1 | Adjusted Cost | Gross Unrealized Losses | Fair Value | Adjusted Cost | Gross Unrealized Losses | Fair Value | |||||||||||||||||||
| Money market funds | Level 1 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Municipal debt securities | Level 2 | ( | ) | ( | ) | ||||||||||||||||||||
| Corporate debt securities | Level 2 | ( | ) | ( | ) | ||||||||||||||||||||
| Total investments | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | |||||||||||||||
1 FASB Topic 820, Fair Value Measurements, establishes a fair value hierarchy that requires the use of observable market data, when available, and prioritizes the inputs to valuation techniques used to measure fair value in the following categories:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.
5. LEASES
The Company leases
In August 2025, the Company entered into a binding offer to lease
To help further develop the market for its products in North America, the Company leases
The components of lease cost were as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Operating leases | $ | $ | $ | $ | ||||||||||||
| Short-term leases | ||||||||||||||||
| Sublease income | ( | ) | ( | ) | ||||||||||||
| Total lease cost | $ | $ | $ | $ | ||||||||||||
Cash paid for amounts included in the measurement of operating lease liabilities was $
The weighted-average remaining lease term and discount rate related to operating leases as of September 30, 2026 were as follows:
| Weighted-average remaining lease term (in years) | ||||
| Weighted-average discount rate | % |
As most of our leases do not provide an implicit rate, the Company used its incremental borrowing rate, or the rate of each of its subsidiaries if available, based on the information available at the lease commencement date to determine the present value of lease payments.
The annual scheduled lease payments of the Company's operating lease liabilities as of September 30, 2026 were as follows (in thousands):
| Remainder of 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Present value of lease liabilities | $ |
For all asset classes, the Company elected not to recognize assets or liabilities at the acquisition date for leases that, at the acquisition date, have a remaining lease term of 12 months or less. Additionally, for all asset classes, the Company has chosen not to separate nonlease components from lease components and instead accounts for the combined lease and nonlease components associated with that lease component as a single lease component.
6. INCOME TAXES
The effective income tax rate for the three and nine months ended September 30, 2026 includes estimates for foreign income inclusions, such as Net CFC Tested Income (“NCTI”) and Subpart F income, as well as prior year foreign return to provision true-ups and state minimum taxes. As of September 30, 2026, the Company does have a valuation allowance against its U.S. deferred tax assets. The Company analyzed all sources of available income and determined that it is more likely than not to realize the tax benefits of their deferred assets. As of September 30, 2026, the Company has a valuation allowance against deferred tax assets in certain foreign jurisdictions with an overall net operating loss. The valuation allowance will be reduced at such time as management believes it is more likely than not that the deferred tax assets will be realized. Any reductions in the valuation allowance will reduce the future income tax provision.
As of September 30, 2026, the Company has $
In April 2025, the Company paid the final installment of $
As a result of capital return activities, the Company determined that a portion of its current undistributed foreign earnings is no longer deemed reinvested indefinitely by its non-U.S. subsidiaries. For state income tax purposes, the Company will continue to periodically reassess the needs of its foreign subsidiaries and update its indefinite reinvestment assertion as necessary. To the extent that additional foreign earnings are not deemed permanently reinvested, the Company expects to recognize additional income tax provision at the applicable state corporate income tax rate(s). As of September 30, 2026, the Company has not recorded a state deferred tax liability for earnings that the Company plans to repatriate out of accumulated earnings in future periods because all earnings as of September 30, 2026 have already been repatriated. Due to the Tax Act, repatriation from foreign subsidiaries will be offset with a dividends received deduction, resulting in little to no impact on federal tax expense. All undistributed earnings in excess of 50% of current earnings on an annual basis are intended to be reinvested indefinitely as of September 30, 2026.
The Company and its subsidiaries file tax returns in the United States, California, New Jersey, Texas and various foreign jurisdictions. The Company is no longer subject to state income tax examinations for years prior to 2020. The Company is not aware of any jurisdiction that is currently examining any of its income tax returns.
7. COMMITMENTS AND CONTINGENCIES
The Company has employment agreements with certain members of its management team that can be terminated by either the employee or the Company upon four weeks’ notice. The employment agreements entered into with the management team contain provisions that guarantee the payment of specified amounts in the event of a change in control (together with a termination without cause), as defined, or if the employee is otherwise terminated without cause, as defined, or terminates employment for good reason, as defined.
8. STOCK-BASED INCENTIVE PLANS
Restricted Stock
On May 7, 2026, the Company’s stockholders approved the Natural Health Trends Corp. 2026 Equity Incentive Plan (the “2026 Plan”) to replace its 2016 Equity Incentive Plan, which terminated on April 7, 2026 in accordance with its provisions. The 2026 Plan allows for the grant of various equity awards including incentive stock options, non-statutory options, stock, stock units, stock appreciation rights and other similar equity-based awards to the Company’s employees, officers, non-employee directors, contractors, consultants and advisors of the Company. Up to
Phantom Equity
In 2021, the Company’s Board of Directors approved and adopted a Phantom Equity Plan (the “Phantom Plan”). Under the terms of the Phantom Plan, the Board of Directors' Compensation Committee may grant to the Company’s employees, officers, directors, contractors, consultants, or advisors awards of phantom shares entitling grantees the right to receive a cash payment equal to the fair market value of an equal number of shares of the Company’s common stock upon the close of a vesting period, subject to any maximum payment value that the Compensation Committee may set. The vesting of phantom shares is subject to such vesting conditions as the Compensation Committee may specify in a grantee’s award agreement. Grantees of phantom shares do not by virtue of their receipt of phantom shares have any ownership rights in shares of the Company’s common stock. The Phantom Plan shall continue for a period of years, after which no further phantom shares may be awarded (although any phantom shares awarded prior to the expiration of such 10-year period shall be unaffected by the termination of the Phantom Plan).
On April 1, 2025, awards for
One-half of the award eligible to vest in each calendar quarter (the “Financial Results-Based Award”, representing
9. STOCKHOLDERS’ EQUITY
Dividends
The Company declared and paid cash dividends of $
Stock Repurchases
In 2016, the Board of Directors authorized an increase to the Company’s stock repurchase program first approved in 2015 from $
On February 17, 2026, the Company entered into a share repurchase agreement to repurchase
During September 2026, the Company purchased a total of
Accumulated Other Comprehensive Loss
The changes in accumulated other comprehensive loss by component for the first nine months of 2026 were as follows (in thousands):
| Foreign Currency Translation Adjustments | Unrealized Gains (Losses) on Available-For-Sale Investments | Total | ||||||||||
| Balance, December 31, 2025 | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Other comprehensive income (loss) | ( | ) | ||||||||||
| Balance, March 31, 2026 | ( | ) | ( | ) | ( | ) | ||||||
| Other comprehensive income | ||||||||||||
| Balance, June 30, 2026 | ( | ) | ( | ) | ( | ) | ||||||
| Other comprehensive income (loss) | ( | ) | ||||||||||
| Balance, September 30, 2026 | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
10. SEGMENT INFORMATION
The Company sells products to a member network that operates in a seamless manner from market to market, except for the China market where it sells to some consumers through an e-commerce retail platform, and the Russia and Kazakhstan market where the Company’s engagement of a third-party service provider results in a different economic structure than its other markets. The Company believes that all of its other operating segments have similar economic characteristics and are similar in the nature of the products sold, the product acquisition process, the types of customers products are sold to, the methods used to distribute the products, and the nature of the regulatory environment. Therefore, the Company aggregates its other operating (including its Hong Kong operating segment) into a reporting segment (the “Primary Reporting Unit”).
The Company’s CODM is its President, who reviews financial information presented on a geographic basis. The CODM primarily uses net sales, gross profit and operating profit in assessing segment performance and determining the allocation of resources. The CODM also uses gross profit for evaluating pricing strategy. The CODM is the primary individual in control of resource allocation, and the allocation determinations are generally made in consultation with senior management, which the CODM is a member. Segment operating income is adjusted for certain direct costs and commission allocations. The CODM also regularly reviews inventory information by operating segment in assessing segment performance and determining the allocation of resources.
The Company’s financial information by segment is as follows (in thousands):
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||
| Primary Reporting Unit | China | Russia and Kazakhstan | Total | Primary Reporting Unit | China | Russia and Kazakhstan | Total | |||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||
| Commissions expense1 | ||||||||||||||||||||||||||||||||
| Employee-related costs | ||||||||||||||||||||||||||||||||
| Facility costs | ||||||||||||||||||||||||||||||||
| Other segment items2 | ||||||||||||||||||||||||||||||||
| Segment income (loss) from operations | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| Reconciliation of loss before income taxes: | ||||||||||||||||||||||||||||||||
| Unallocated corporate expenses | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Other income, net | ||||||||||||||||||||||||||||||||
| Loss before income taxes | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||
| Primary Reporting Unit | China | Russia and Kazakhstan | Total | Primary Reporting Unit | China | Russia and Kazakhstan | Total | |||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||
| Commissions expense1 | ||||||||||||||||||||||||||||||||
| Employee-related costs | ||||||||||||||||||||||||||||||||
| Facility costs | ||||||||||||||||||||||||||||||||
| Other segment items2 | ||||||||||||||||||||||||||||||||
| Segment income (loss) from operations | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| Reconciliation of loss before income taxes: | ||||||||||||||||||||||||||||||||
| Unallocated corporate expenses | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Other income, net | ||||||||||||||||||||||||||||||||
| Loss before income taxes | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
1 Our China subsidiary maintains an e-commerce retail platform and does not pay commissions.
2 Other segment items include credit card fees and assessments, marketing-related costs, professional fees and other business expenses.
The Company's segment assets are as follows (in thousands):
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||
| Primary Reporting Unit | China | Russia and Kazakhstan | Total | Primary Reporting Unit | China | Russia and Kazakhstan | Total | |||||||||||||||||||||||||
| Inventories | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Other inventories and inventory-related deposits1 | ||||||||||||||||||||||||||||||||
| Other assets2 | ||||||||||||||||||||||||||||||||
| Total assets | $ | $ | ||||||||||||||||||||||||||||||
1 Other inventories and inventory-related deposits pertain to the Company's trading company and are not specific to any of the Company's operating segments.
2 Other assets primarily include cash, cash equivalents and marketable securities, but also includes all other current and noncurrent assets.
The Company’s net sales by geographic area are as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net sales from external customers: | ||||||||||||||||
| United States | $ | $ | $ | $ | ||||||||||||
| Canada | ||||||||||||||||
| Peru and Colombia | ||||||||||||||||
| Hong Kong1 | ||||||||||||||||
| China | ||||||||||||||||
| Taiwan | ||||||||||||||||
| Japan | ||||||||||||||||
| Malaysia and Singapore | ||||||||||||||||
| Russia and Kazakhstan | ||||||||||||||||
| Europe | ||||||||||||||||
| Other foreign countries | ||||||||||||||||
| Total net sales | $ | $ | $ | $ | ||||||||||||
1 Substantially all of the Company's Hong Kong revenues are derived from the sale of products that are delivered to members in China. See “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K.
11. SUBSEQUENT EVENT
During October 2026, the Company purchased a total of
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Business Overview
General
We are an international direct-selling and e-commerce company. Subsidiaries controlled by us sell personal care, wellness, and “quality of life” products under the “NHT Global” brand. Our wholly-owned subsidiaries have an active physical presence in the following markets: the Americas, which consists of the United States, Canada, Cayman Islands, Mexico, Peru and Colombia; Greater China, which consists of Hong Kong, Taiwan and China; Southeast Asia, which consists of Malaysia and Singapore; South Korea; Japan; India; and Europe. We also operate in Russia and Kazakhstan through our engagement with a local service provider.
As of September 30, 2026, we were conducting business through 27,040 active members, compared to 26,650 at December 31, 2025 and 28,030 at September 30, 2025. We consider a member “active” if they have placed at least one product order with us during the preceding year. Our priority is to focus our resources in our most promising markets, which we consider to be Greater China and countries where our existing members have the connections to recruit prospects and sell our products, such as Southeast Asia, India, South America and Europe.
We generate approximately 93% of our net sales from subsidiaries located outside the Americas. Because of the size of our foreign operations, operating results can be impacted negatively or positively by factors such as foreign currency fluctuations, trade policy, inflation rates, and economic, political and business conditions around the world. In addition, our business is subject to various laws and regulations, in particular, regulations related to direct selling activities that create uncertain risks for our business, including improper claims or activities by our members and our potential inability to obtain necessary product registrations. We continually evaluate our business for compliance with applicable laws and regulations, and this process can and has resulted in the identification of certain matters of potential noncompliance, which we work to satisfactorily address. For further information regarding some of the risks associated with the conduct of our business in China and Hong Kong, see “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, as supplemented by “Part II, Item 1A, Risk Factors” in this Quarterly Report on Form 10-Q, and more specifically under the captions “Because our Hong Kong operations account for a substantial portion of our overall business...”, “Hong Kong’s political and economic landscape has in recent years undergone significant change...”, and “Our business in China is subject to compliance with a myriad of applicable laws and regulations...”.
China has been and continues to be our most important business development project. We operate an e-commerce direct selling platform in Hong Kong that in the first nine months of 2026 generated approximately 83% of our revenue, substantially all of which was derived from the sale of products that are delivered to members in China. Through a separate Chinese entity, we also operate an e-commerce retail platform in China. We believe that neither of these activities require a direct selling license in China, which we do not currently hold. We previously submitted a preliminary application for a direct selling license in China, but withdrew our application in 2019 upon the recommendation of a Chinese governmental authority. We expect to reapply for a direct selling license in China when we believe that circumstances are again ripe for doing so. If we are ultimately able to obtain a direct selling license in China, we believe that the incentives inherent in the direct selling model in China would incrementally benefit our existing business. We do not expect that any increased sales in China derived from obtaining a direct selling license would initially be material and, in any event may be partially offset by the higher fixed costs associated with the establishment and maintenance of required service centers, branch offices, manufacturing facilities, certification programs and other legal requirements. We are unable to predict whether and when we will be successful in obtaining a direct selling license to operate in China, and if we are successful, when we will be permitted to conduct direct selling operations and whether such operations would be profitable.
The Chinese government conducted a campaign in 2019 focusing on companies involved in the sale of food, equipment, daily necessities, small home electrical appliances and services that are claimed to promote health. The Chinese government ministries in charge of this campaign indicated that they were targeting illegal practices in the industry, particularly the manufacture and sale of counterfeit and substandard products, and false advertising and misleading claims as to the health benefits of products and services. It is understood that the campaign was specifically focused on the business practices of direct selling companies. Although it was initially announced as a 100-day campaign, we are not aware of any information indicating that the campaign has ever been formally concluded. In any case, the business environment in China for health product companies can be challenging and can change quickly, which has from time to time been exacerbated by negative social media sentiment expressed for these types of companies.
In addition to the fact that our Hong Kong subsidiary generates a substantial portion of our overall business, a significant number of our employees are based in Hong Kong. The political and economic landscape in Hong Kong has in recent years undergone significant change, largely due to the increasing influence of the Chinese government. This development, along with the impact of the COVID-19 pandemic, led us to cease conducting member meetings and events in Hong Kong for a period of time. We have since been able to substantially resume normal operations in Hong Kong, but Hong Kong's economy is now increasingly integrated with that of China. We relocated our corporate headquarters from Hong Kong to California in February 2025. It is unclear how changed circumstances in Hong Kong will in the future affect our business, but it is possible that the upheaval in Hong Kong's political and economic affairs or related consequences could adversely affect our future business, results of operations and financial condition. See “Item 1A. Risk Factors - Hong Kong's political and economic landscape has in recent years undergone significant change...” in our most recent Annual Report on Form 10-K.
Beginning in the first quarter of 2025, the U.S. engaged in a series of escalating tariff actions with a wide range of countries, particularly China. On April 2, 2025, for example, the U.S. imposed by executive order a 34% “reciprocal” tariff on Chinese-origin goods, in addition to existing “fentanyl” related tariffs of 20%. This was followed by an amended executive order April 8, 2025, raising reciprocal tariffs to 84% and an April 9, 2025 executive order raising reciprocal tariffs to 125%. In response, China raised its duties on imported U.S. goods to a similar level. Following negotiations, the U.S. announced a temporary 90-day reduction in its reciprocal tariff rates from 125% to 10% beginning in May 2025, and China agreed to reduce its retaliatory tariffs during the same period. The pre-existing 20% U.S. tariff imposed on all Chinese goods remained in place, along with certain other sector-specific tariffs. In October 2025, the U.S. administration announced a planned additional 100% tariff on all products imported from China in response to certain restrictions imposed by China on rare earth minerals, before announcing an agreement that would, among other things, avoid the threatened 100% tariffs and reduce the average tariff rate on Chinese goods to an estimated 47%. Following the U.S. Supreme Court decision in February 2026 invalidating both the reciprocal and fentanyl tariffs imposed under IEEPA, a temporary 10% global tariff followed but expired in July 2026, when a 12.5% “forced labor” tariff took effect on most Chinese goods, on top of older surviving tariffs of 7.5% to 25%, with higher rates up to 100% on some products. In September 2026, the U.S. Treasury Secretary indicated that the U.S. and China have extended their trade truce until January 2027. The state of trade discussions between the U.S. and China (and between the U.S. and other nations) remains dynamic and unpredictable.
The Company’s recent financial results, particularly since the second quarter of fiscal 2025, have been negatively affected by negative consumer sentiment and economic uncertainty in the Company’s largest market. If substantial tariffs remain in place, or new tariffs are implemented, the Company may see the effect of higher duties on restocking in subsequent quarters. The likely short-term impact of the tariffs is difficult to predict with any certainty, however. We may need to impose a surcharge on products sold into China, and the imposition of such a surcharge may have a further negative effect on sales volumes into China. In the longer term, the Company has taken steps to transition production of certain of its products currently manufactured in the United States to other jurisdictions, including in Asia, in order to mitigate the effect of U.S. and reciprocal tariffs. The Company continues to evaluate its options and the impact of trade policy changes on future quarters remains uncertain. In addition, it is difficult to predict the further effect of general consumer sentiment in China toward the Company’s products as a result of the trade policies adopted by the United States and China, which has already impacted the Company’s financial results. See Part II, “Item 1A. Risk Factors” in Part II of this Quarterly Report on Form 10-Q.
Recent Developments
Reorganization Initiative. During 2025, in response to continued challenging near-term economic conditions in our largest market and continued pressure on consumer sentiment, management implemented a restructuring plan designed to better align our operating cost structure with current business conditions. The restructuring plan included actions to optimize our workforce, relocate certain product manufacturing activities to Asia, and downsize several offices. We recognized $283,000 of restructuring-related charges during the fourth quarter of 2025. As of December 31, 2025, the major restructuring initiatives were substantially complete. We expect these actions to generate approximately $1.5 million in annualized cost savings, though not all of these savings are expected to be realized during 2026 due to the timing of certain facility-related actions. The amount and timing of savings may differ from our current expectations.
Chinese regulatory uncertainty. On May 29, 2026, China’s State Administration for Market Regulation (SAMR) released for public comment a draft revision to China’s Regulations on Prohibition of Pyramid Selling. The draft appears designed to strengthen China’s anti-pyramid-selling enforcement framework, particularly with respect to online pyramid-selling activity, interagency coordination, fund monitoring, internet platform responsibilities, increased penalties, and personal liability for responsible individuals. While relevant to the regulatory environment for direct selling and distributor-related business models in China, the action does not by itself indicate that China has reopened new direct-selling license approvals or materially liberalized direct-selling regulation. However, the draft revision signals a level of increased scrutiny by Chinese regulators that may be applied to our direct selling platform in Hong Kong, through which products are delivered to members in China, or to our e-commerce retail platform in China. The increased uncertainty created by the draft revision has negatively impacted our sales in the second and third quarters, and may lead to a need to restructure our activities further in the region, to apply for a direct selling license, or to take other steps to address any resulting requirements or regulatory risks.
Independent Member Activities. During the second quarter of 2026, certain independent members, including certain top sales leaders in Hong Kong, our largest market, engaged in conduct that violated our policies, procedures and professional code of conduct, including policies that prohibit the recruitment of other members into a competing business. This conduct disrupted portions of our independent member network and adversely affected net sales and operating performance during the second quarter and continued into the third quarter. We have taken disciplinary action, including the suspension and termination of certain members, and implemented other measures to protect our business and independent member network. Our investigation into the matter is substantially complete, although we will continue to monitor the matter and take appropriate action.
Statement of Operations Presentation
We mainly derive revenue from sales of products. Substantially all of our product sales are to independent members at published wholesale prices. Product sales are recognized when the products are shipped and title passes to independent members, which generally is upon our delivery to the carrier that completes delivery to the members. We estimate and accrue a reserve for product returns based on our return policies and historical experience. We bill members for shipping charges and recognize the freight revenue in net sales. We have elected to account for shipping and handling activities performed after title has passed to members as a fulfillment cost, and accrue for the costs of shipping and handling if revenue is recognized before the contractually obligated shipping and handling activities occurs. Event and training revenue is deferred and recognized as the event or training occurs.
Cost of sales consists primarily of products purchased from third-party manufacturers, freight cost for transporting products to our foreign subsidiaries and shipping products to members, import duties, packing materials, product royalties, costs of promotional materials sold to our members at or near cost, and provisions for slow moving or obsolete inventories. Cost of sales also includes purchasing costs, receiving costs, inspection costs and warehousing costs.
Member commissions are our most significant expense and are classified as an operating expense. Under our compensation plan, members are paid weekly commissions by our subsidiary in which they are enrolled, generally in their home country currency, for product purchases by their down-line member network across all geographic markets. Our China subsidiary maintains an e-commerce retail platform and does not pay commissions, although our Chinese members may participate in our compensation plan through our other subsidiaries. This “seamless” compensation plan enables a member located in one country to enroll other members located in other countries where we are authorized to conduct our business. Currently, there are basically two ways in which our members can earn income:
| • |
through commissions paid on the accumulated bonus volume from product purchases made by their down-line members and customers; and |
| • |
through retail profits on sales of products purchased by members at wholesale prices and resold at retail prices (for purchasers in some of our smaller markets and purchasers from our China subsidiary, sales are for personal consumption only and income may not be earned through retail profits). |
Each of our products is designated a specified number of bonus volume points. Commissions are based on total personal and group bonus volume points per weekly sales period. Bonus volume points are essentially a percentage of a product’s wholesale price. As the member’s business expands from successfully enrolling other members who in turn expand their own businesses by selling product to other members, the member receives higher commissions from purchases made by an expanding down-line network. In some of our markets, to be eligible to receive commissions, a member may be required to make nominal monthly or other periodic purchases of our products. Certain of our subsidiaries do not require these nominal purchases for a member to be eligible to receive commissions. In determining commissions, the number of levels of down-line members included within the member’s commissionable group increases as the number of memberships directly below the member increases.
Under our current compensation plan, certain of our commission payouts may be limited to a hard cap dollar amount per week or a specific percentage of total product sales. In some markets, commissions may be further limited. In some markets, we also pay certain bonuses on purchases by up to three generations of personally sponsored members, as well as bonuses on commissions earned by up to seven generations of personally sponsored members. Members can also earn additional income, trips and other prizes in specific time-limited promotions and contests we hold from time to time. Member commissions are dependent on the sales mix and, for the first nine months of 2026 and 2025, represented 40% and 41% of net sales, respectively. Occasionally, we make modifications and enhancements to our compensation plan to help motivate members, which can have an impact on member commissions. We may also enter into performance-based agreements for business or market development, which can result in additional compensation to specific members.
Selling, general and administrative expenses consist of administrative compensation and benefits, travel, credit card fees and assessments, professional fees, certain occupancy costs, and other corporate administrative expenses (including stock-based compensation). In addition, this category includes selling, marketing, and promotion expenses (including the costs of member training events and conventions that are designed to increase both product awareness and member recruitment). Because our various member conventions are not always held at the same time each year, interim period comparisons will be impacted accordingly.
The functional currency of our international subsidiaries is generally their local currency. Local currency assets and liabilities are translated at the rates of exchange on the balance sheet date, and local currency revenues and expenses are translated at average rates of exchange during the period. Equity accounts are translated at historical rates. The resulting translation adjustments are recorded directly into stockholders’ equity.
Sales by our foreign subsidiaries are generally transacted in the respective local currencies and are translated into U.S. dollars using average rates of exchange for each monthly accounting period to which they relate. Most of our product purchases from third-party manufacturers are transacted in U.S. dollars. Consequently, our sales and net earnings are affected by changes in currency exchange rates, with sales and earnings generally increasing with a weakening U.S. dollar and decreasing with a strengthening U.S. dollar.
Results of Operations
The following table sets forth our operating results as a percentage of net sales for the periods indicated.
| Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| Net sales |
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
| Cost of sales |
25.8 | 26.3 | 25.2 | 26.2 | ||||||||||||
| Gross profit |
74.2 | 73.7 | 74.8 | 73.8 | ||||||||||||
| Operating expenses: |
||||||||||||||||
| Commissions expense |
35.9 | 40.9 | 39.7 | 41.2 | ||||||||||||
| Selling, general and administrative expenses |
42.0 | 38.0 | 40.8 | 36.5 | ||||||||||||
| Total operating expenses |
77.9 | 78.9 | 80.5 | 77.7 | ||||||||||||
| Loss from operations |
(3.7 | ) | (5.2 | ) | (5.7 | ) | (3.9 | ) | ||||||||
| Other income, net |
1.5 | 2.2 | 2.4 | 3.4 | ||||||||||||
| Loss before income taxes |
(2.2 | ) | (3.0 | ) | (3.3 | ) | (0.5 | ) | ||||||||
| Income tax expense |
0.9 | 1.5 | 0.1 | 0.5 | ||||||||||||
| Net loss |
(3.1 | )% | (4.5 | )% | (3.4 | )% | (1.0 | )% | ||||||||
Net Sales
The following table sets forth revenue by market for the periods indicated (in thousands):
| Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| Americas1 |
$ | 527 | 7.0 | % | $ | 731 | 7.7 | % | $ | 1,733 | 7.1 | % | $ | 2,116 | 7.1 | % |
| Hong Kong2 |
6,296 | 83.3 | 7,715 | 81.4 | 20,196 | 82.9 | 24,842 | 82.7 | ||||||||
| China |
136 | 1.8 | 237 | 2.5 | 573 | 2.3 | 690 | 2.3 | ||||||||
| Taiwan |
283 | 3.7 | 331 | 3.5 | 895 | 3.7 | 1,049 | 3.5 | ||||||||
| South Korea |
20 | 0.3 | 24 | 0.2 | 63 | 0.3 | 75 | 0.2 | ||||||||
| Japan |
24 | 0.3 | 111 | 1.2 | 102 | 0.4 | 257 | 0.9 | ||||||||
| Malaysia and Singapore |
44 | 0.6 | 67 | 0.7 | 132 | 0.5 | 199 | 0.7 | ||||||||
| Russia and Kazakhstan |
82 | 1.1 | 105 | 1.1 | 238 | 1.0 | 303 | 1.0 | ||||||||
| Europe |
122 | 1.6 | 130 | 1.4 | 374 | 1.5 | 400 | 1.3 | ||||||||
| India |
26 | 0.3 | 26 | 0.3 | 63 | 0.3 | 96 | 0.3 | ||||||||
| Total |
$ | 7,560 | 100.0 | % | $ | 9,477 | 100.0 | % | $ | 24,369 | 100.0 | % | $ | 30,027 | 100.0 | % |
1 United States, Canada, Mexico, Peru and Colombia.
2 Substantially all of our Hong Kong revenues are derived from the sale of products that are delivered to members in China. See “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K.
Net sales were $7.6 million for the three months ended September 30, 2026 compared with $9.5 million for the comparable period a year ago, a decrease of $1.9 million, or 20%. Hong Kong net sales, substantially all of which were derived from the sale of products shipped to members residing in China, decreased $1.4 million, or 18%, over the comparable period a year ago. This decline was primarily due to continued consumer pessimism contributing to cautious spending, increased regulatory uncertainty and ongoing disruptions resulting from member misconduct that initially arose in China during the second quarter of 2026 (see “Business Overview—Recent Developments”). Total downline orders by members terminated in the third quarter of 2026 due to their misconduct were approximately $492,000 and $1.3 million for the three months ended September 30, 2026 and 2025, respectively. To address this difficult economic environment, we introduced additional incentives and lower-priced packages, which accounted for most of the revenue decline compared to the same quarter a year ago, but managed to lift the member count and steady the top line compared to the preceding second quarter. Outside of our Hong Kong business, net sales decreased $498,000, or 28%, over the comparable three-month period a year ago, primarily due to the decreased quarter-over-quarter net sales in the United States and Japan, as well as our Chinese e-commerce retail business.
Net sales were $24.4 million for the nine months ended September 30, 2026 compared with $30.0 million for the comparable period a year ago, a decrease of $5.7 million, or 19%. Hong Kong net sales, substantially all of which were derived from the sale of products shipped to members residing in China, decreased $4.6 million, or 19%, over the comparable period a year ago. This decline was primarily due to continued consumer pessimism contributing to cautious spending, increased regulatory uncertainty and ongoing disruptions resulting from member misconduct that initially arose in China during the second quarter of 2026 (see “Business Overview—Recent Developments”). Outside of our Hong Kong business, net sales decreased $1.0 million, or 20%, over the comparable nine-month period a year ago, primarily due to reduction in the United States, Canada, Japan and Taiwan, as well as our Chinese e-commerce retail business during the second quarter of 2026. As of September 30, 2026, deferred revenue was $3.0 million, which primarily consisted of $1.5 million pertaining to unshipped product orders and unredeemed product vouchers, as well as $1.5 million in auto ship advances.
Gross Profit
Gross profit was 74.2% of net sales for the three months ended September 30, 2026 compared with 73.7% of net sales for the three months ended September 30, 2025. Gross profit was 74.8% of net sales for the nine months ended September 30, 2026 compared with 73.8% of net sales for the nine months ended September 30, 2025. The improvement in gross profit margin for both the three- and nine-month periods ended September 30, 2026 was primarily due to the transition of our product manufacturing from the United States to East Asia, closer to our main markets, in an effort to reduce tariff uncertainty and streamline logistics.
Commissions Expense
Commissions were 35.9% of net sales for the three months ended September 30, 2026 compared with 40.9% of net sales for the three months ended September 30, 2025. Commissions were 39.7% of net sales for the nine months ended September 30, 2026 compared with 41.2% of net sales for the nine months ended September 30, 2025. The decline in commissions as a percentage of net sales, particularly for the third quarter of 2026, was primarily due to lower weekly commissions earned following disciplinary action taken during the second and third quarters of 2026 against certain independent members, including certain sales leaders, for conduct that violated our policies, procedures and professional code of conduct (see “Business Overview—Recent Developments”). Total commissions paid to terminated members for the three months ended September 30, 2026 and 2025 were $5,000 and $316,000, respectively. We expect weekly commissions as a percentage of net sales to remain below our historical rate, at least in the near term.
Selling, General and Administrative Expenses
Selling, general and administrative expenses declined by $433,000 to $3.2 million for the three months ended September 30, 2026 as compared with $3.6 million for the three months ended September 30, 2025. The decrease was primarily due to lower employee-related expenses, professional fees, and facility costs during the current year period. Selling, general and administrative expenses as a percentage of net sales increased from 38.0% to 42.0% for the three month period ended September 30, 2026 compared with the same quarter last year due to the net sales decline in Hong Kong.
Selling, general and administrative expenses declined by $1.0 million to $9.9 million for the nine months ended September 30, 2026 as compared with $10.9 million for the nine months ended September 30, 2025. The decrease was primarily due to lower employee-related expenses, professional fees, facility costs, and credit card fees and assessments during the current year period. Selling, general and administrative expenses as a percentage of net sales increased from 36.5% to 40.8% for the nine month period ended September 30, 2026 compared with the same period last year due to the net sales decline in Hong Kong.
Other Income, Net
Income Taxes
Income tax expense of $67,000 and $142,000 was recognized during the three months ended September 30, 2026 and 2025, respectively. Income tax expense of $40,000 and $140,000 was recognized during the nine months ended September 30, 2026 and 2025, respectively. The tax expense during the three- and nine-month periods ended September 30, 2026 and 2025 primarily resulted from estimates for income taxes on consolidated operating results through September 30, 2026 and 2025, as well as foreign income inclusions, such as Net CFC Tested Income (“NCTI”) and Subpart F income, and prior year foreign return to provision true-ups.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The OBBBA includes significant tax law changes, including the permanent extension of certain provisions from the U.S. Tax Cuts and Jobs Act, modifications to the international tax framework, and the reinstatement of favorable business tax provisions. These include 100% bonus depreciation, immediate expensing of Section 174 domestic research and experimental expenditures, and revised limitations under Section 163(j) on the deductibility of business interest expense. The legislation has multiple effective dates, with certain provisions effective beginning in 2025, and others implemented through 2027. We evaluated the impact of the OBBBA and determined it's provisions do not have a material impact on our overall tax liability.
Liquidity and Capital Resources
At September 30, 2026, our cash, cash equivalents and marketable securities totaled $17.6 million. Total cash, cash equivalents and marketable securities decreased by $11.3 million from December 31, 2025 to September 30, 2026 primarily due to the repurchase of shares of our common stock and dividends paid during the first nine months of 2026, as well as cash used in operations. We consider all highly liquid investments with original maturities of three months or less, when purchased, to be cash equivalents. As of September 30, 2026, we had $13.9 million in available-for-sale investments classified as either cash equivalents or marketable securities. In addition, cash and cash equivalents included $2.6 million held in banks located within China subject to foreign currency controls.
As of September 30, 2026, the ratio of current assets to current liabilities was 2.1 to 1.0 and we had $11.6 million of working capital. Working capital as of September 30, 2026 decreased $8.9 million compared to our working capital as of December 31, 2025.
Cash used in operations was $3.3 million for the first nine months of 2026 compared with $5.0 million for the first nine months of 2025. Income tax paid during April 2025 for the repatriation tax on the deemed repatriation of deferred foreign income was $5.1 million. Disregarding this payment, cash provided by operations was $16,000 during the first nine months of 2025. The decline in operating cash flows for the first nine months of 2026 is primarily due to the net sales decline in Hong Kong compared with the same period last year.
Cash flows provided by investing activities totaled $9.8 million during the first nine months of 2026 compared with $12.5 million during the first nine months a year ago. During the first nine months of 2026, we purchased $14.5 million in marketable securities with original maturities greater than three months, and as such, reflect these purchases as an investing activity. These purchases of marketable securities were offset by $24.8 million of proceeds received from maturities of marketable securities.
Cash flows used in financing activities totaled $7.6 million during the first nine months of 2026 compared with $6.9 million during the first nine months a year ago. On February 17, 2026, we entered into a share repurchase agreement to repurchase 2,935,227 shares of common stock, representing approximately 25.5% of our outstanding shares, from the George K. Broady 2012 Irrevocable Trust and the Eleanor Jane Broady 2012 Irrevocable Trust at a price of $2.00 per share, for aggregate consideration of approximately $5.9 million. During September 2026, we purchased a total of 28,022 shares of common stock on the open market for an aggregate purchase price of approximately $27,000, plus transaction costs. Additionally, we declared and paid cash dividends of $0.10 per common share, or $1.7 million, during the first two quarters of 2026 and $0.20 per common share, or $6.9 million, during each of the first three quarters of 2025. We did not declare a dividend in the third quarter of 2026. Any future cash dividends will be at the sole discretion of the Company’s Board of Directors, and will depend on our financial condition, results of operations, capital requirements and other factors considered relevant by the Board of Directors.
In 2016, the Board of Directors authorized an increase to the Company’s stock repurchase program first approved in 2015 from $15.0 million to $70.0 million. Any repurchases will be made in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Exchange Act. The Company may enter into one or more pre-arranged trading plans that are compliant with Rule 10b5-1 of the Exchange Act that are designed to facilitate these purchases. The stock repurchase program does not require the Company to acquire a specific number of shares, and may be suspended from time to time or discontinued. The repurchase of our shares on February 17, 2026 was effected pursuant to this share repurchase program. As of September 30, 2026, $15.9 million of the $70.0 million stock repurchase program remained available for future purchases, inclusive of estimated tax.
We believe that our existing internal liquidity, supported by cash on hand and cash flows from operations, should be adequate to fund normal business operations and address our financial commitments for the foreseeable future.
We do not have any significant unused sources of liquid assets. If necessary, we may attempt to generate more funding from the capital markets, but currently we do not believe that will be necessary.
Our priority is to focus our resources on investing in our most important markets, which we consider to be Greater China and countries where our existing members may have the connections to recruit prospects and sell our products, such as Southeast Asia, India, South America and Europe. We will continue to invest in our Mainland China entity for such purposes as establishing China-based manufacturing capabilities, increasing public awareness of our brand and our products, sourcing more Chinese-made products, building a chain of service stations, opening additional Healthy Lifestyle Centers or branch offices, adding local staffing and other requirements for a prospective China direct selling license application.
Critical Accounting Estimates
We prepare our consolidated financial statements in accordance with U.S. generally accepted accounting principles, which require our management to make estimates that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenues and expenses during the reporting periods. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on our own historical experience and other assumptions that we believe are reasonable after taking account of our circumstances and expectations for the future based on available information. We evaluate these estimates on an ongoing basis.
We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. There are items within our financial statements that require estimation but are not deemed critical, as defined above.
For a detailed discussion of our significant accounting policies and related judgments, see Note 1 of the Notes to Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data” in our 2025 Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (SEC) on February 20, 2026.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable under smaller reporting company disclosure rules.
Item 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Management, with the participation of the Company’s principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of September 30, 2026. The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including the Company’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, the principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of September 30, 2026.
Changes in Internal Control over Financial Reporting
There were no changes in internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.
None.
Our operations and financial results are subject to various risks and uncertainties, including those described in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, which could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common stock. There have been no material changes to our risk factors since our Annual Report on Form 10-K for the year ended December 31, 2025, except as set forth below.
Our business in China is subject to compliance with a myriad of applicable laws and regulations, and any actual or alleged violations of those laws or government actions otherwise directed at us could have a material adverse impact on our business and the value of our company.
In contrast to our operations in other parts of the world, our China subsidiary has not implemented a direct sales model in China. The Chinese government permits direct selling only by organizations that have a license and has also adopted anti-pyramid selling and multi-level marketing legislation. We operate an e-commerce direct selling platform in Hong Kong and recognize the revenue derived from sales to both Hong Kong and Chinese members as being generated in Hong Kong. Products purchased by members in China are delivered to third parties that act as the importers of record under agreements to pay applicable duties. In addition, through a Chinese entity, we sell products in China using an e-commerce retail platform. Chinese members may elect to participate in either or both of the Chinese entity and the Hong Kong entity.
We previously submitted a preliminary application for a direct selling license in China, but withdrew our application in 2019 upon the recommendation of a Chinese governmental authority. We expect to reapply for a direct selling license in China when we believe that circumstances are again ripe for doing so. We are unable to predict whether and when we will be successful in obtaining a direct selling license to operate in China, and if we are successful, when we will be permitted to conduct direct selling operations and whether such operations would be profitable.
We continually evaluate our business in China and Hong Kong for compliance with applicable laws and regulations, including seeking the input of outside professionals and certain Chinese authorities. This process can and has resulted in the identification of certain matters of potential noncompliance. We work on a continuing basis to satisfactorily address such matters, however there can be no assurance that adequate steps are taken or that applicable laws and regulations are properly interpreted.
Should the government authorities determine that our activities violate applicable laws and regulations, including China’s direct selling, pyramid selling or multi-level marketing laws and regulations, or should new laws or regulations be adopted, there could be a material adverse effect on our business, results of operations and financial condition.
The Chinese government scrutinizes the activities of direct selling companies. Our business continues to be subject to regulations and examinations by municipal and provincial level regulators. At times, actions by government regulators have impacted our members’ activities in certain locations and have resulted in a few cases of enforcement actions. In some of these cases, we helped our members with their defense of the legality of their conduct.
Our business and the value of our company can be adversely affected by Chinese government scrutiny, even if that scrutiny does not result in investigations of our business. Although we remain in regular contact with Chinese government officials and take other steps to address regulatory concerns, these government officials have significant discretion in the application and enforcement of laws and regulations. As a result, our business and the value of our company remain vulnerable to Chinese government scrutiny, whether or not initiated by third parties, which scrutiny could result in changes to our business and/or the Chinese or Hong Kong government taking action against us.
On May 29, 2026, China’s State Administration for Market Regulation (SAMR) released for public comment a draft revision to China’s Regulations on the Prohibition of Pyramid Selling (the “Draft Revision”), with the public comment period having closed on June 28, 2026. The Draft Revision appears designed to significantly strengthen China’s anti-pyramid-selling enforcement framework, with notable provisions addressing: (i) online pyramid-selling activity, including internet-based distribution models subject to heightened scrutiny; (ii) internet platform responsibilities, with online platforms potentially facing affirmative compliance obligations, monitoring duties, or direct liability exposure; (iii) enhanced interagency coordination among SAMR, public security authorities, telecommunications regulators, and other agencies; (iv) fund monitoring of payment flows associated with pyramid-selling activity; and (v) significantly increased monetary penalties and expanded personal liability for individuals determined to be responsible for pyramid-selling violations.
The Draft Revision does not indicate that China has reopened or accelerated the grant of new direct selling licenses or plans to change the regulatory framework for direct selling. We cannot provide assurance that we will be able to obtain a Chinese direct selling license in the future or that the licensing regime will be modified in a manner beneficial to our business. The Draft Revision may undergo further revision before final rules, if any, are adopted. Even in draft form, the Draft Revision signals that Chinese regulators intend to apply increasing scrutiny to online and network-based distribution models, and the proposed changes may be implemented in a manner that is ultimately adverse to businesses that operate without a Chinese direct selling license and rely on distributor or network-based sales models. Any adoption of the Draft Revision, or of regulations similar to it, could result in increased compliance costs, penalties, required cessation of certain activities, or other adverse consequences for our business, results of operations, and financial condition, and could expose our officers, directors or other personnel operating in or in relation to China to personal regulatory risk.
Various other factors could harm our business in Hong Kong and China, such as worsening economic conditions in Hong Kong or China, adverse developments relating to the industry in which we conduct our business, adverse local publicity, negative changes to our business and/or social media coverage, geopolitical or trade tensions between the United States and China or other events that may be out of our control. For example, in 2019 the Chinese government announced a 100-day campaign focusing on companies involved in the sale of food, equipment, daily necessities, small home electrical appliances and services that are claimed to promote health. The Chinese government ministries in charge of this campaign indicated that they were targeting illegal practices in the industry, particularly the manufacture and sale of counterfeit and substandard products, and false advertising and misleading claims as to the health benefits of products and services. It is understood that the campaign was specifically focused on the business practices of direct selling companies. As a result, we and some of our peers voluntarily decided to temporarily suspend our member activities, such as product roadshows, product trainings and larger company-sponsored events, in China. We did this because we learned that the campaign was announced in broad outlines by the central government, and the interpretation and enforcement of the campaign was delegated to the provincial and local governments. We consider it a top priority for our business to develop an understanding of and cooperate with all levels and jurisdictions of the government agencies and did not want to run the risk of being inadvertently entangled in the government enforcement actions as the provincial and local government formulated and implemented their interpretive guidance and rule-making. It may again in the future be necessary or advisable to suspend member activities or take similar actions, and the resulting periods of reduced activity may have a material adverse effect on our business.
Although we attempt to work closely with both national and local Chinese governmental agencies in conducting our business, our efforts to comply with national and local laws may be harmed by a rapidly evolving regulatory climate, concerns about activities resembling violations of direct selling, pyramid selling or multi-level marketing legislation, subjective interpretations of laws and regulations, and activities by individual members that may violate laws notwithstanding our policies prohibiting such activities.
The legal and regulatory environment in China applicable to direct selling, e-commerce and distributor-based business models continues to evolve rapidly and with limited public notice. Enforcement of existing regulations is uneven, and interpretations may also change without formal rulemaking. We may not become aware of regulatory changes or enforcement actions until they have already materially affected our operations. The costs of compliance with additional regulatory requirements, or the consequences of non-compliance, could be significant, and we cannot predict the timing, scope, or ultimate effect of the regulatory changes described above. Any determination that our operations or activities, or the activities of our individual members, employee sales representatives, or importers of record are not in compliance with applicable laws and regulations could result in the imposition of substantial fines, extended interruptions of business, restrictions on our future ability to obtain business licenses or expand into new locations, changes to our business model, the termination of required licenses to conduct business, or other actions, any of which could materially harm our business, results of operations and financial condition.
Although virtually all of our members are independent contractors, improper member actions that violate laws, regulations or our internal policies could harm our business.
Virtually all of our members are independent contractors and, accordingly, we are not in a position to directly provide the same direction, motivation and oversight as we would if these members were our own employees. As a result, there can be no assurance that our members will participate in our marketing strategies or plans, accept our introduction of new products, or comply with our member policies and procedures. Extensive federal, state, local and foreign laws regulate our business, our products and our network marketing program. Because we operate in a number of foreign countries, our policies and procedures for our members differ due to the different legal requirements of each country in which we do business. While we have implemented member policies and procedures designed to govern member conduct and to protect the goodwill associated with our trademarks and trade names, it can be difficult to enforce these policies and procedures because of the large number of members and their independent status.
Given the size and diversity of our member force, we experience problems with members from time to time, especially with respect to our members in foreign markets. For example, if our members engage in illegal activities in China, those actions could be attributed to us. Chinese laws regarding how and when members may assemble and the activities that they may conduct, or the conditions under which the activities may be conducted, are subject to significant regulatory discretion resulting in interpretations and enforcement that sometimes vary from province to province, among different levels of government, and from time to time. Members can be accused of violating one or more of the laws regulating these activities, notwithstanding training that we attempt to provide. Enforcement measures regarding these violations, which can include arrests, raise the uncertainty and perceived risk associated with conducting this business, especially among those who are aware of the enforcement actions but not the specific activities leading to the enforcement action. We believe that this led some members in China (who are signed up as members in Hong Kong) to leave the business or curtail their selling activities and has led some potential members to choose not to participate. Among other things, we are managing this risk with more training and public relations efforts that are designed, among other things, to distinguish our company from businesses that make no attempt to comply with the law. This environment creates uncertainty about the future of doing this type of business in China generally and under our current business model, specifically.
Our code of conduct and other policies and procedures set standards of conduct that sales leaders and other members are expected to follow. Among other things, the code of conduct contains non-competition and non-solicitation provisions designed to prevent members from using our proprietary information to recruit our members into competing businesses. Members who violate the code of conduct are subject to disciplinary measures, up to and including suspension or termination of their membership. In the third quarter of 2026, following an investigation, we terminated a number of members, primarily in Hong Kong and including certain top sales leaders, for violations of our code of conduct and other policies. These terminations have had an adverse effect on our results of operations due to the loss of revenue attributable to the terminated members. If, in the future, other members are discovered to have engaged in activities prohibited by our policies and procedures, any disciplinary measures we may elect to take against the members violating these policies may have a similar adverse effect.
In addition, members often desire to enter a market before we have received approval to do business in order to gain an advantage in the marketplace. Improper member activity in new geographic markets could result in adverse publicity and can be particularly harmful to our ability to ultimately enter these markets. Violations by our members of applicable law or of our policies and procedures in dealing with customers could reflect negatively on our products and operations, and harm our business reputation. In addition, it is possible that a judicial or administrative body could hold us civilly or criminally accountable based on vicarious liability because of the actions of our members. If any of the above or related events involving our members occur, our business, results of operations or financial condition could be materially adversely affected.
Various other factors could harm our business in Hong Kong and China, such as worsening economic conditions in Hong Kong or China, adverse developments relating to the industry in which we conduct our business, adverse local publicity, negative changes to our business and/or social media coverage, geopolitical or trade tensions between the United States and China or other events that may be out of our control. For example, in 2019 the Chinese government announced a 100-day campaign focusing on companies involved in the sale of food, equipment, daily necessities, small home electrical appliances and services that are claimed to promote health. The Chinese government ministries in charge of this campaign indicated that they were targeting illegal practices in the industry, particularly the manufacture and sale of counterfeit and substandard products, and false advertising and misleading claims as to the health benefits of products and services. It is understood that the campaign was specifically focused on the business practices of direct selling companies. As a result, we and some of our peers voluntarily decided to temporarily suspend our member activities, such as product roadshows, product trainings and larger company-sponsored events, in China. We did this because we learned that the campaign was announced in broad outlines by the central government, and the interpretation and enforcement of the campaign was delegated to the provincial and local governments. We consider it a top priority for our business to develop an understanding of and cooperate with all levels and jurisdictions of the government agencies and did not want to run the risk of being inadvertently entangled in the government enforcement actions as the provincial and local government formulated and implemented their interpretive guidance and rule-making. It may again in the future be necessary or advisable to suspend member activities or take similar actions, and the resulting periods of reduced activity may have a material adverse effect on our business.
Although we attempt to work closely with both national and local Chinese governmental agencies in conducting our business, our efforts to comply with national and local laws may be harmed by a rapidly evolving regulatory climate, concerns about activities resembling violations of direct selling, pyramid selling or multi-level marketing legislation, subjective interpretations of laws and regulations, and activities by individual members that may violate laws notwithstanding our policies prohibiting such activities.
The legal and regulatory environment in China applicable to direct selling, e-commerce and distributor-based business models continues to evolve rapidly and with limited public notice. Enforcement of existing regulations is uneven, and interpretations may also change without formal rulemaking. We may not become aware of regulatory changes or enforcement actions until they have already materially affected our operations. The costs of compliance with additional regulatory requirements, or the consequences of non-compliance, could be significant, and we cannot predict the timing, scope, or ultimate effect of the regulatory changes described above. Any determination that our operations or activities, or the activities of our individual members, employee sales representatives, or importers of record are not in compliance with applicable laws and regulations could result in the imposition of substantial fines, extended interruptions of business, restrictions on our future ability to obtain business licenses or expand into new locations, changes to our business model, the termination of required licenses to conduct business, or other actions, any of which could materially harm our business, results of operations and financial condition.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
The following table provides information with respect to the purchases of the Company's common stock during the three months ended September 30, 2026:
| Period |
Total Number of Shares Purchased (a) |
Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plans or Programs (b) (in thousands) |
||||||||||||
| July 1-31, 2026 |
— | $ | — | — | $ | 20,340 | ||||||||||
| August 1-31, 2026 |
— | $ | — | — | $ | 20,340 | ||||||||||
| September 1-30, 2026 |
28,022 | $ | 0.98 | 28,022 | $ | 20,313 | ||||||||||
| (a) | The shares were purchased in open market transactions pursuant to a plan compliant with Rule 10b5-1 of the Exchange Act. |
| (b) |
As of September 30, 2026, $20.3 million of the $70.0 million stock repurchase program first approved in 2015 and increased in 2016 remained available for future purchases. The after-tax equivalent remaining available is $15.9 million (see Note 9 to the consolidated financial statements). |
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
During the quarter ended September 30, 2026, of our directors or officers adopted or terminated a "Rule -1 trading arrangement" or "non-Rule - trading arrangement," as each term is defined in Item 408 of Regulation S-K.
| Exhibit Number |
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Exhibit Description |
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| 31.1 |
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| 31.2 |
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| 32.1 |
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| 101.INS |
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Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| 101.SCH |
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Inline XBRL Taxonomy Extension Schema |
| 101.CAL |
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Inline XBRL Taxonomy Extension Calculation |
| 101.DEF |
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Inline XBRL Taxonomy Extension Definition |
| 101.LAB |
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Inline XBRL Taxonomy Extension Labels |
| 101.PRE |
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Inline XBRL Taxonomy Extension Presentation |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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.
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NATURAL HEALTH TRENDS CORP. |
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| Date: October 28, 2026 |
/s/ Timothy S. Davidson |
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Timothy S. Davidson |
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Senior Vice President and Chief Financial Officer |
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(Principal Financial Officer) |
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EXHIBIT 31.1
CERTIFICATION
I, Chris T. Sharng, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Natural Health Trends Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: October 28, 2026 |
/s/ Chris T. Sharng |
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Chris T. Sharng |
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President |
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(Principal Executive Officer) |
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EXHIBIT 31.2
CERTIFICATION
I, Timothy S. Davidson, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Natural Health Trends Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: October 28, 2026 |
/s/ Timothy S. Davidson |
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Timothy S. Davidson |
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Senior Vice President and Chief Financial Officer |
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(Principal Financial Officer) |
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EXHIBIT 32.1
CERTIFICATIONS PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Natural Health Trends Corp. (the “Company”) on Form 10-Q for the period ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Chris T. Sharng, the Principal Executive Officer, and Timothy S. Davidson, the Principal Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: October 28, 2026 |
/s/ Chris T. Sharng |
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Chris T. Sharng |
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President |
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(Principal Executive Officer) |
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Date: October 28, 2026 |
/s/ Timothy S. Davidson |
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Timothy S. Davidson |
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Senior Vice President and Chief Financial Officer |
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(Principal Financial Officer) |
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The foregoing certifications are not deemed filed with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), and are not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.