10-K 1 bth-12312013x10k.htm 10-K BTH-12.31.2013-10K

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K 
           (Mark One)
x    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 2013
or
o    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 1-13026
BLYTH, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
36-2984916
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
One East Weaver Street
Greenwich, Connecticut
 
06831
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: (203) 661-1926
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Stock, par value $0.02 per share
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:  None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  o    No  x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o  No  x
 
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.     Yes  x      No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) Yes  x         No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o 
Non-accelerated filer o
Accelerated filer x 
Smaller reporting company o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  o     No  x 
The aggregate market value of the voting common equity held by non-affiliates of the registrant was approximately $127.7 million based on the closing price of the registrant’s Common Stock on the New York Stock Exchange on June 30, 2013 and based on the assumption, for purposes of this computation only, that all of the registrant’s directors and executive officers are affiliates.
As of February 28, 2014, there were 16,018,189 outstanding shares of Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 2014 Proxy Statement for the Annual Meeting of Shareholders to be held on May 14, 2014 (Incorporated into Part III).




TABLE OF CONTENTS

PART I
 
 
Item 1.
 
Item 1A.
 
Item 1B.
 
Item 2.
 
Item 3.
 
Item 4.
 
 
PART II
Item 5.
 
Item 6.
 
Item 7.
 
Item 7A.
 
Item 8.
 
Item 9.
 
Item 9A.
 
Item 9B.
 
 
PART III
Item 10.
 
Item 11.
 
Item 12.
 
Item 13.
 
Item 14.
 
 
PART IV
Item 15.
 


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CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS
This annual report on Form 10-K contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All of our statements in this annual report other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, by way of example, any projections of future earnings, revenue, capital expenditures, cash flow from operations or other financial items; any
statements regarding our, PartyLite's, ViSalus's or Silver Star Brands' (formerly known as the Miles Kimball Company) plans,
strategies or objectives for future operations, including those related to international expansion of PartyLite's or ViSalus's
operations; any statements concerning any proposed new products, developments or marketing campaigns; the outcome of contingencies such as legal proceedings; any statements regarding future domestic or global economic conditions or performance; any statements as to our belief; and any assumptions underlying any forward-looking statements. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and often include words such as “may,” “will,” “estimate,” “intend,” “believe,” “expect” or “anticipate” and any other similar words.
Although we believe that the expectations reflected in our forward-looking statements are reasonable, our actual results could differ materially from those projected, estimated or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such as those disclosed or incorporated by reference in our filings with the Securities and Exchange Commission. Important factors that could cause our actual results, performance and achievements to differ materially from those indicated in
our forward-looking statements include, among others, the following:

• our ability to respond appropriately to changing consumer preferences and demand for our current and new products
or product enhancements;
• our dependence on sales by independent consultants and promoters and our ability to recruit, retain and motivate them;
• the loss of one or more leading consultants or promoters, for any reason, together with their respective sales
organizations;
• the attractiveness of PartyLite's and ViSalus's compensation plans to current and prospective independent consultants and promoters;
• our ability to retain our existing customers or attract new customers;
• our ability to influence or control our consultants and promoters;
• federal, state and foreign regulations applicable to our products (including advertising and labeling), promotional
programs and compensation plans;
• susceptibility to excess and obsolete inventory due to changing consumer preferences;
• adverse publicity directed at our products, ingredients, consultants, promoters, programs or business models, or those
of similar companies;
• product liability and health-related claims;
• competition;
• an economic downturn;
• our ability to grow our business in existing and new markets, including risks associated with international operations;
• legal actions by or against our independent consultants and promoters;
• our reliance on third-party manufacturers for the supply of products;
• our ability to manufacture candles at required quantity and quality levels;
• disruptions to transportation channels;
• shortages or increases in the cost of raw materials;
• our guarantee of ViSalus's obligation to redeem its preferred stock in December 2017;
• awards made pursuant to ViSalus's Omnibus Incentive Plan;
• our dependence on key employees;
•
certain taxes or assessments relating to the activities of our independent consultants and promoters for which we may
be held responsible;
• our reliance on third parties to plan many of our events;
• our ability to identify, consummate and integrate suitable acquisition candidates on favorable terms and conditions;
• the covenants in the indenture that governs our 6.00% Senior Notes due 2017 limit our operating and financial
flexibility, including, among other things, our ability to pay dividends and repurchase our common stock;

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• increased borrowing costs and reduced access to capital;
• our ability to protect our intellectual property;
• interruptions in our information-technology systems;
• our storage of user and employee data;
• information security or data breaches;
• our ability to successfully adapt to and integrate mobile devices;
• credit card and debit card fraud;
• changes in our effective tax rate;
• fluctuations in our periodic results of operations;
• increased mailing and shipping costs;
• increased risk and write-offs associated with the Silver Star Brands' credit program;
• speculative trading and volatility in our stock price;
• the failure of securities or industry analysts to publish research or reports about our business, or the publication of
negative reports about our business; and
• our compliance with the Sarbanes-Oxley Act of 2002.

We operate in a very competitive and rapidly changing environment, where new risks emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this annual report may not occur, and our actual results could differ materially and adversely from those anticipated, estimated or implied in any forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Additional factors that could cause actual results to differ materially from our forward-looking statements are set forth in this annual report, especially under the heading “Risk Factors,” “Management's Discussion and Analysis of Financial Condition and Results of Operations” and in our Consolidated Financial Statements and the related Notes.
You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Forward-looking statements in this annual report speak only as of the date of this report, and forward-looking statements in documents attached or to be filed with the Securities and Exchange Commission that are incorporated by reference speak only as of the date of those documents. We do not undertake any obligation to update or release any revisions to any forward-looking statement, whether as a result of new information, future developments or otherwise.



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PART I

Item 1.   Business.
 
(a) General Development of Business

Blyth, Inc. (together with its subsidiaries, the “Company,” which may be referred to as “we,” “us” or “our”) is a multi-channel company primarily focused on the direct to consumer market. Our products include an extensive array of decorative and functional household products such as candles, accessories, seasonal decorations, household convenience items and personalized gifts, as well as meal replacement shakes, nutritional supplements, functional foods, energy drink mixes and health wellness related products. Our products can be found throughout North America, comprised of the United States and Canada, Mexico, Europe and Australia.

During the past five years we have acquired a new business and disposed of some of our businesses. In August 2008 we signed an agreement to acquire ViSalus, a network marketing company that sells weight management products, nutritional supplements, functional foods and energy drink mixes, through a series of investments. We have since increased our ownership in ViSalus to 80.9%. In February 2011 we assigned all the assets and liabilities of the Boca Java business through a court approved assignment for the benefit of its creditors. In May 2011, we sold substantially all of the net assets of our Midwest-CBK seasonal, home décor and home fragrance business. In October 2012, we sold our Sterno business, which completed our strategic transformation from a multi-channel marketing company to a direct to consumer marketing company focused on the direct selling and direct marketing channels of distribution. As a result of our strategic transformation, we report our financial results in three business segments: Candles & Home Décor (which currently is our PartyLite business); Health & Wellness (which currently is our ViSalus business); and Catalog & Internet (which currently is our Silver Star Brands business).

Additional Information

Additional information is available on our website, www.blyth.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments thereto filed or furnished pursuant to the Securities Exchange Act of 1934 are available on our website free of charge as soon as reasonably practicable following submission to the SEC. Also available on our website are our corporate governance guidelines, code of conduct, and the charters for the audit committee, compensation committee, and nominating and corporate governance committee, each of which is available in print to any shareholder who makes a request to Blyth, Inc., One East Weaver Street, Greenwich, CT 06831, Attention: Secretary. The information posted to www.blyth.com is not incorporated herein by reference and is not a part of this report.

(b) Financial Information about Segments

We report our financial results in three business segments: Candles & Home Décor, Health & Wellness, and Catalog & Internet. These segments accounted for approximately 44%, 40% and 16% of consolidated net sales, respectively, for the year ended December 31, 2013. Financial information relating to these business segments for the year ended December 31, 2013, the year ended December 31, 2012 and the eleven months ended December 31, 2011 appears in Note 21 to the Consolidated Financial Statements and is incorporated herein by reference.

(c) Narrative Description of Business

Candles & Home Décor Segment

We operate in the Candles & Home Décor segment through PartyLite. PartyLite sells premium candles, reed diffusers and other home fragrance products and related decorative accessories under the PartyLite® name in the United States, Canada, Mexico, Europe and Australia.

Independent Consultants

Within the United States and Canada, which PartyLite defines as its North American market, PartyLite® brand products are sold through independent consultants who are compensated on the basis of PartyLite product sales at parties organized by them and parties organized by consultants recruited by them. Approximately 17,000 active independent North American sales consultants were selling PartyLite products at December 31, 2013 compared to over 19,000 at December 31, 2012. PartyLite products are designed, packaged and priced in accordance with their premium quality, exclusivity and the distribution channel through which they are sold. Products may also be purchased on individual consultants’ websites and, in certain markets, on the corporate shopping website.

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At the end of December 31, 2013 and 2012, PartyLite products were sold in Europe by over 30,000 active independent sales consultants. These consultants were the exclusive distributors of PartyLite brand products internationally. PartyLite's international markets include: Australia, Austria, Czech Republic, Denmark, Finland, France, Germany, Ireland, Italy, Mexico, Norway, Poland, Slovakia, Sweden, Switzerland and the United Kingdom.

Sourcing, Manufacturing and Logistics

PartyLite supports its independent sales consultants with inventory management and control, and satisfies delivery requirements through on-line order entry systems, which are available to independent sales consultants in the United States, Canada, Europe, and elsewhere.

PartyLite manufactures most of its candles using highly automated processes and technologies, as well as certain hand crafting and finishing, and sources nearly all of its home décor products, primarily from independent manufacturers in the Pacific Rim and Europe. PartyLite sources its food products from third party manufacturers in the United States based on its formulas. PartyLite has highly automated distribution facilities in the United States and Europe supporting its business.

Raw Materials

All of the raw materials used for our candles and home fragrance products have historically been available in adequate supply from multiple sources. Some of our ingredients are proprietary to the supplier and may not be easily re-sourced or replaced.
 
Health & Wellness Segment

We operate in the Health & Wellness segment through ViSalus, which offers a suite of branded weight management products, nutritional supplements, functional foods and energy drink mixes. ViSalus markets its products through the Body by Vi Challenge®, which we refer to as “The Challenge.” The Challenge is a platform that focuses on helping consumers achieve their health and fitness goals over a 90-day period and beyond. The Challenge is also the means by which ViSalus's independent sales promoters introduce ViSalus to prospective customers and promoters by encouraging them to join in The Challenge. Because most people focus their 90-day challenge on health and fitness milestones, promoters are able to promote the use of ViSalus products to assist the new customer in achieving their Challenge goals.

ViSalus markets The Challenge through its independent promoters using a network marketing model, which is a form of direct selling. ViSalus's promoters are independent contractors and earn commissions based on sales of ViSalus products. These sales include those made to customers whom ViSalus's promoters have referred, as well as sales in their sales organizations. After a customer is referred to ViSalus by one of its promoters, ViSalus can establish a direct servicing relationship with the customer, fulfilling orders and delivering products directly to him or her. ViSalus's promoters are not required to purchase any products for their personal use or for resale, although they are free to do so. If a promoter chooses to purchase ViSalus's products, they receive their product at the wholesale price.

In order for promoters to grow their business, it is essential that they grow their sales organization, which includes both their customer bases and the customer bases of the promoters in their sales organization. ViSalus trains its promoters to sell its products through their existing social networks and through hosting events. ViSalus refers to these events as “challenge parties.” ViSalus also trains its promoters to leverage social media and mobile technologies to engage current and prospective customers and promoters through the use of the Vi-Net® technology platform, including the Vi-Net Mobile application. Additionally, ViSalus supports its promoters in growing their business by continuing to develop great-tasting and effective products that they can use in an effort to increase sales throughout their existing sales organization as well as introduce to prospective customers and promoters.

Products

ViSalus has designed its product line with the goal of providing its customers with the benefits of weight management, nutritional well-being and increased energy. In 2005, ViSalus launched its line of nutritional supplements with the Vi-Pak®, a collection of four dietary supplements which include a patented anti-aging and energy formula, a multi-vitamin and mineral, omega fatty acids and an antioxidant. In 2007, ViSalus extended its product offerings by introducing ViSalus Neuro®, its first drink mix intended to help support healthy energy and maintain mental focus. In 2008, ViSalus entered the weight management category and introduced Vi-Shape®, a meal replacement shake designed with the goal of promoting weight loss through a flavor mix-in system and Vi-Slim® and Vi-Trim® for appetite control and metabolism support. In 2009, ViSalus revised its business model around the launch of The Challenge as the primary product marketing strategy, teaching customers to use

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ViSalus's products as part of a lifestyle change to support their weight loss, fitness and increased energy goals. ViSalus sells convenience packages of its products to customers and promoters for use in The Challenge, which we refer to as “Challenge Kits.” Challenge Kits may include products from some or all ViSalus's product categories.

Since 2009, ViSalus has grown its product portfolio to include ViSalus GO® and ViSalus PRO®, for pre- and post-workout energy benefits, the high protein, high fiber Nutra-Cookie™, and ViSalus Vi-Defy®, a superfruit antioxidant drink mix. In 2013, ViSalus introduced Vi Crunch™ Protein Super Cereal and Vi Crunch™ Fusions. Vi Crunch is a high protein, high fiber cereal that can be enhanced by adding crunchy Fusions which provide added flavor and unique health benefits.

Customers and promoters can participate in multiple Challenges which encourages them to use ViSalus's products on an ongoing basis and to sign up for the “auto ship” program so that they automatically receive ViSalus products on a monthly basis. Customers who sign up for auto ship also receive a discount on product purchases. In addition to the Challenge Kits, ViSalus also sells its products separately.

ViSalus also offers individuals the opportunity to benefit from the “3 for free” program, in which individuals who refer three customers who each purchase a Challenge Kit within a given month receive a free Challenge Kit in the following month. The receipt of a free Challenge Kit requires no purchase and is subject to a small processing and shipping fee. Individuals making use of the “3 for free” promotion can continue to receive a free Challenge Kit in each month that at least three of their referred customers purchase Challenge Kits.

ViSalus currently markets its products in five countries. Prior to 2013, ViSalus sold its products only in the United States and Canada. Beginning in 2013, ViSalus entered the European market when it began selling its products in the United Kingdom in April 2013 and in Germany and Austria in February 2014.

Independent Promoters

ViSalus had 35,000 qualified independent North American promoters at December 31, 2013 compared to 76,000 at December 31, 2012, and nearly 2,500 international promoters at the end of 2013, reflecting the entry into the United Kingdom in April 2013. ViSalus defines a “promoter” as a person eligible to receive a commission within the ViSalus promoter compensation plan on the measurement date. Based on the monthly volume of commissionable sales produced by a promoter and his or her sales organizations, the promoter qualifies for higher “ranks,” which provide the promoter with additional bonus and commission opportunities. ViSalus currently has six broad categories of promoter ranks: associate, director, regional director, national director, presidential director and ambassador (the rank of ambassador is further divided into several sublevels).
Customers

ViSalus makes sample products, support materials, training, special events and a compensation program available to its promoters. Each promoter is responsible for growing his or her own business and for conducting marketing activities to attract new customers and enroll other promoters. These activities may include hosting events such as challenge parties; purchasing and using promotional materials; utilizing and paying for direct mail and print material such as brochures, flyers, catalogs, business cards, posters and banners; purchasing inventory for use as samples or for sale; and recruiting, training and mentoring customers and other promoters on how to use our products and/or pursue the ViSalus business opportunity. ViSalus encourages the use of the Vi-Net® technology platform and other popular social media platforms as vehicles for promoters to share their personal and professional successes and promote ViSalus.

Some of ViSalus's promoters, together with their associated sales organizations, generate a large portion of ViSalus's net sales. For example, Nick Sarnicola, one of the founders of ViSalus and his associated sales organization, represented approximately 74% of ViSalus's net sales in 2013. This concentration is a result of the layered structure of ViSalus's independent promoter sales force, which results in all of ViSalus's net sales being attributed to one of two segments of its independent promoter sales force. ViSalus seeks to mitigate the potential risk posed by this sales concentration by developing direct relationships with its promoters at all levels of the organization in order to reduce the risk of losing multiple promoters at one time in the event that a particular promoter were to cease its relationship with ViSalus. Mr. Sarnicola also owns an equity interest in ViSalus which we believe may mitigate the risk that he would terminate his relationship with ViSalus. In addition, ViSalus's promoter enrollment form includes a restriction on solicitation of ViSalus promoters or employees with respect to competing network marketing programs for one year after a promoter’s relationship with ViSalus is ended, although these can be difficult, expensive and time consuming to enforce.

Sourcing, Manufacturing and Logistics

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All of ViSalus's products are manufactured and supplied by third-party manufacturers in the United States based on ViSalus formulas or, in the case of the components in the Vi-Pak® and Vimmunity® immune system support supplements, a licensed formula. ViSalus has entered into a long-term supply agreements with third-party manufacturers of many of its key products, including Vi-Shape®, Vi-Crunch™, ViSalus Neuro® and ViSalus Pro™. Ingredients for ViSalus's nutritional supplements are sourced from a variety of manufacturers. While some of the ingredients are unique and at times could be in short supply, we believe that ViSalus carries sufficient inventory of finished goods which, coupled with the level of raw materials maintained by its manufacturers, would enable ViSalus to avoid any material disruption to the business in the event of a shortage of raw materials.

Warranties

ViSalus offers a 30-day money-back guarantee on all of its products. Except for first-time purchasers, who do not have to return their products at all in order to receive a refund, purchasers must return products in re-saleable form within 30 days of purchase in order to receive a refund. Purchasers, including first-time purchasers, are still entitled to receive product credit if they return products after 30 days of purchase provided they are in re-saleable form. ViSalus's return rate was approximately 4.9% in 2013. In addition, in January 2013, ViSalus launched its new Body by Vi Challenge®, pursuant to which ViSalus offers a 90-day money-back results guarantee to participants who are not satisfied with their results after completing their Challenge and who have otherwise complied with the terms of The Challenge.

Catalog & Internet Segment

Silver Star Brands is a direct to consumer business that develops and markets an extensive array of decorative and functional household products, personalized cards, gifts, unique food products and health and wellness products. Silver Star Brands reaches consumers through its websites, catalogs and direct mail campaigns through its brands:

•
Miles Kimball® - offers unique and hard-to-find gadgets, personalized gifts, outdoor, gardening and household items, stationery, apparel and candy.

•
Walter Drake® - a leading direct marketer of value-priced kitchenware, household products, organizers, health care items, gardening and outdoor décor, personalized gifts, calendars and stationery.

•
As We Change® - focuses exclusively on the needs and preferences of women age 40+, providing a private and convenient place to turn for beauty, anti-aging, personal care, health and wellness, and slimming active wear items.

•
Easy Comforts® - offers health and personal care merchandise to the 50+ aging consumer, to support an independent lifestyle, including a wide array of mobility, daily living aids, personal safety and incontinence products.

•
Exposures® - sells photo albums, storage products, holiday décor and personalized gifts.

Sourcing, Manufacturing and Logistics

Silver Star Brands sources all of its products, primarily from independent manufacturers in the Pacific Rim, and has highly automated distribution facilities in the United States supporting its business.

Product Brand Names

The major brand names under which our Candles & Home Décor segment products are sold are PartyLite® and GloLite by PartyLite®. The key brand names under which our Health & Wellness Segment products are sold are ViSalus®, Vi™ and Body by Vi Challenge®. For the primary brand names under which our Catalog & Internet segment products are sold, see above under “Catalog & Internet Segment.”

Trade names, trademarks and service marks of other companies appearing in this annual report are the property of their respective holders.

Manufacturing, Sourcing and Distribution

In all of our business segments, management continuously works to increase value and lower costs through increased efficiency in worldwide production, sourcing, distribution and customer service practices, the application of new technologies and process

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control systems, and consolidation and rationalization of equipment and facilities. Net capital expenditures over the past five years have totaled $51.5 million and are targeted at technological advancements, significant maintenance and replacement projects at our manufacturing and distribution facilities and customer service capacity increases. We have also closed several facilities and written down the values of certain machinery and equipment in recent years in response to changing market conditions.

Customers

Our customers are individuals served by our independent sales consultants or promoters or who purchase products from our catalogs or websites. No single customer accounted for 10% or more of our net sales for the year ended December 31, 2013 or our accounts receivable balance as of December 31, 2013.

Competition

All of our business segments are highly competitive, both in terms of pricing and new product introductions. The worldwide markets for these products are highly fragmented, with numerous suppliers serving one or more of the distribution channels served by us. Some of our competitors have longer operating histories, significantly greater financial, technical, product-development, marketing and sales resources, greater name recognition, larger established customer bases, and better-developed distribution channels than ours. Because there are relatively low barriers to entry in all of our business segments, it is relatively easy for new competitors to emerge to compete with all of our businesses. Some of our competitors focus on a single geographic or product market and attempt to gain or maintain market share solely on the basis of price.

Competition in the Candles & Home Decor segment includes companies selling candles manufactured at lower costs through direct selling and retail channels. Competition in the Health & Wellness segment includes companies selling competitive nutritional supplements and weight-loss management products (including shake mixes, high protein cereals and other functional foods) through direct selling and retail channels. The Catalog & Internet segment is also highly competitive, with longer and better established brands as well as new start-ups in the catalog, internet and brick-and-mortar retail markets.

In the Candles & Home Décor and the Health & Wellness segments we compete for consultants or promoters with other direct selling companies, both those that sell similar products and those that sell other types of products.

Employees

As of December 31, 2013, we had approximately 1,700 full-time employees, of whom approximately 32% were based outside of the United States. Approximately 60% of our employees are non-salaried. We do not have any unionized employees in North America. We believe that relations with our employees are good. Since our formation in 1977, we have never experienced a work stoppage.

Seasonality

Our businesses are seasonal in nature and, as a result, the net sales and working capital requirements of our businesses fluctuate from quarter to quarter. Our Candles & Home Décor and Catalog & Internet businesses tend to achieve their strongest sales in the third and fourth quarters due to increased shipments to meet year-end holiday season demand for our products. The customers of our Health & Wellness business tend to place a lower number of orders in the summer months and toward the end of the year. Our Health & Wellness business may also experience a slight increase in sales during the first two quarters of the year due to the increased focus many people place on weight loss during the post-holiday and pre-summer periods. We expect the seasonality of our businesses to continue in the future, which may cause period-to-period fluctuations in certain of our operating results and limit our ability to predict our future results accurately.

Government Regulation

Our businesses and products are affected by extensive laws, regulations, administrative determinations, court decisions and similar constraints. Such laws, regulations and other constraints exist at the federal, state and local levels in the United States and at all levels of government in foreign jurisdictions. They include rules pertaining to: (1) formulation, manufacturing, packaging, labeling, distribution, marketing, promotion, importation, exportation, sale and storage of food and dietary supplement products; (2) product claims and advertising, including direct claims and advertising by all of our businesses and claims and advertising by consultants and promoters, for which our direct selling businesses may be held responsible; and (3) our network marketing programs.

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Product Claims and Composition

In the United States, the formulation, manufacturing, packaging, storing, labeling, promotion, advertising, distribution and sale of our products are regulated by various governmental agencies, including the Food and Drug Administration (the “FDA,”) the Federal Trade Commission (the “FTC,”) the Consumer Product Safety Commission (the “CPSC,”) the Department of Agriculture and the Environmental Protection Agency. Our activities also are regulated by agencies of the states, localities and foreign countries in which our products are manufactured, distributed and sold.

Pursuant to the Federal Food, Drug and Cosmetic Act (the “FDCA,”) the FDA regulates the formulation, testing, safety, manufacture, packaging, labeling and distribution of conventional foods and dietary supplements (including vitamins, minerals and herbs) and the FTC has jurisdiction to regulate the advertising of these products. The FDCA was amended with respect to all foods (which include both conventional foods and dietary supplements) primarily in 1990 with the Nutrition Labeling and Education Act (the “NLEA,”) and also in 2011 with the FDA Food Safety Modernization Act (the “FSMA”). Under the NLEA, we must follow specific FDA regulations to include mandatory nutrition labeling on both our conventional food and dietary supplement products and we must abide by FDA regulations in order to make any claims that directly or by implication characterize the level of a nutrient in a conventional food or dietary supplement or the relationship between a substance in a conventional food or dietary supplement and a disease or health-related condition. The NLEA prohibits the use of claims that a conventional food or dietary supplement product can be used to diagnose, cure, mitigate, treat or prevent a disease, without preauthorization from the FDA. If the FDA finds that the claims associated with our products are not in compliance with the NLEA framework, we may be subject to enforcement action.

Further, under the FSMA, conventional food and dietary supplement facilities are required to implement preventive controls and contamination mitigation strategies, and the FDA has enhanced inspection and enforcement authorities, including the power to order mandatory recalls, administratively detain products and suspend manufacturing facility registrations. The FDA has also adopted final regulations regarding current Good Manufacturing Practices ("cGMP"), governing the manufacturing, packing and holding of dietary ingredients and dietary supplements. The regulations include provisions related to the design and construction of physical plants, cleaning, proper manufacturing operations, quality control procedures, testing final product or incoming and in-process materials, handling consumer complaints and maintaining records. These regulations are consistent with longstanding cGMP requirements for conventional food products. If we or our suppliers were to be found not in compliance with the FDA's cGMP regulations, it could have a material adverse effect on our results of operations and financial statements.

In the event of any possible contamination or other failure to comply with safety or reporting requirements of FSMA or the FDCA, our businesses could incur the significant costs of a recall or other administrative action and could also be subject to additional FDA enforcement.

The FDCA has been amended several times with respect to dietary supplements, in particular by the Dietary Supplement Health and Education Act of 1994 (“DSHEA”). DSHEA established a new framework governing the composition, safety, labeling and marketing of dietary supplements. Under DSHEA, dietary supplement ingredients, which we refer to as “dietary ingredients,” that were on the market prior to October 15, 1994 may be used in dietary supplements without notifying the FDA. “New” dietary ingredients (i.e., dietary ingredients that were not marketed in the United States before October 15, 1994) must be the subject of a new dietary ingredient notification submitted to the FDA unless the ingredient has been present in the food supply as an article used for food without being “chemically altered.” A new dietary ingredient notification must provide the FDA evidence of a history of use or other evidence of safety establishing that use of the dietary ingredient will reasonably be expected to be safe. A new dietary ingredient notification must be submitted to the FDA at least 75 days before the initial marketing of the new dietary ingredient. There is no certainty that the FDA will accept any particular evidence of safety for any new dietary ingredient, and the FDA's refusal to accept such evidence could prevent the marketing of such dietary ingredients. In December 2011, the FDA released a draft guidance document intended to assist industry in deciding when a new dietary ingredient notification is necessary and in preparing notifications for submission to the FDA. This draft guidance document is generally considered to expand the FDA's previous interpretation of the regulatory requirements surrounding new dietary ingredient notifications and related issues. If the draft guidance document is finalized similar to its current form, ViSalus may be required to submit substantially more new dietary ingredient notifications than it has previously submitted, which could result in additional costs.

DSHEA also outlines specific parameters for making certain claims for dietary supplements. For example, DSHEA permits certain “statements of nutritional support” to be included in the labeling for dietary supplements without FDA pre-market approval, provided that such statements are submitted to the FDA within 30 days of marketing and bear a label disclosure stating, “This statement has not been evaluated by the Food and Drug Administration. This product is not intended to diagnose,

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cure, treat or prevent any disease.” A company that uses a statement of nutritional support in labeling must possess scientific evidence substantiating that the statement is truthful and not misleading.

DSHEA also provides that certain “third-party literature,” such as a peer-reviewed scientific publication linking a particular dietary ingredient with health benefits, may be used in connection with the sale of a dietary supplement to consumers without the literature being subject to regulation as labeling. The literature must not be false or misleading, may not promote a particular manufacturer or brand of dietary supplement, must present a balanced view of the available scientific information on the subject matter, must be physically separate from the dietary supplements if displayed in an establishment, and should not have appended to it any information by sticker or any other method. If the FDA determined that our statements of nutritional support or third party literature fail to comply with DSHEA or related FDA implementing regulations prohibiting the use of claims that such products can diagnose, cure, mitigate, treat or prevent disease, we would be prevented from using the claims and subjected to regulatory action.

In addition, the Dietary Supplement and Nonprescription Drug Consumer Protection Act amended the FDCA to require adverse event reporting and recordkeeping for dietary supplements and non-prescription drugs marketed without an approved application. Under the law, an “adverse event” is any health-related event associated with the use of a dietary supplement that is adverse, and a “serious adverse event” is any adverse event that results in death, a life-threatening experience, inpatient hospitalization, a persistent or significant disability or incapacity, or a congenital anomaly or birth defect, or requires, based on reasonable medical judgment, a medical or surgical intervention to prevent one of these outcomes. Serious adverse event reports received through the address or phone number on the label of a dietary supplement, as well as all follow-up reports of new medical information received within one year after the initial report, must be submitted to the FDA no later than 15 business days after the report is received. The law also requires recordkeeping for reports of non-serious adverse events as well as serious adverse events for six years following the event, and these records are subject to FDA inspection.

The FDA has broad authority to enforce the provisions of the FDCA applicable to foods and dietary supplements, including the power to issue a public warning letter to a company, to publicize information about illegal products, to request a recall of illegal products from the market and to request the Department of Justice to initiate a seizure action, an injunction action or a criminal prosecution in the U.S. courts. Particular to our business, the FDA has focused its oversight and enforcement priorities on weight loss dietary supplements and caffeinated beverages in recent years, and we cannot guarantee that our products will not be subject to an FDA enforcement action in the future. Further, the regulation of foods and dietary supplements may increase or become more restrictive in the future.

The FTC, which regulates the advertising of all of our products, has brought enforcement actions against companies selling dietary supplements, weight loss products and caffeinated beverages for false and misleading advertising, often resulting in consent decrees and monetary payments. The FTC also reviews testimonials, expert endorsements and collection of personal identifiable information. We have not been a target of FTC enforcement action for the advertising of our products but we cannot be sure that the FTC, or comparable foreign agencies, will not question our advertising or other operations in the future.

In some countries we are, or regulators may assert that we are, responsible for our consultants' or promoters' conduct and may be requested or required to take steps to ensure that our consultants and promoters comply with local regulations regarding: (1) representations about our products; (2) income representations; (3) public media advertisements, which in foreign markets may require prior approval by regulators; and (4) sales of products in markets in which the products have not been approved, licensed or certified for sale. In some markets improper product claims by consultants or promoters could result in our products being reviewed by regulatory authorities and being classified or placed into another category as to which stricter regulations are applicable or we might be required to make labeling changes.

The CPSC is an independent federal regulatory agency created to protect consumers against unreasonable risk of serious injury or death from various consumer products, including candles. The CPSC enforces several statutes, including the Consumer Product Safety Act, Consumer Product Safety Improvement Act, Federal Hazardous Substances Act and Flammable Fabrics Act. The CPSC also encourages compliance with American Society for Testing and Materials (ASTM) voluntary standards, including five ASTM standards for candles and candle accessories related to their labeling, packaging, emissions and safety. A company is required to notify the CPSC when the company receives information that reasonably supports the conclusion that a product fails to meet these voluntary standards or can otherwise create a substantial product hazard. If the CPSC determines that the product presents a substantial product hazard and that action is in the public interest, it may order public notice of the defect and any necessary corrective action, including civil and criminal penalties.
We have adapted our practices and rules to comply with CPSC standards and recommendations. However, failure to comply could have a material adverse effect on our business, including adverse publicity, civil and criminal penalties, and potential product liability claims.

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We cannot predict the nature of any future laws, regulations, interpretations or applications or what effect additional regulations or administrative orders would have on our businesses. They could, however, require:

•
reformulation of some products not capable of being reformulated;
•
imposition of additional record keeping requirements;
•
expanded documentation of the properties of some products;
•
expanded or different labeling;
•
additional scientific substantiation regarding product ingredients, safety or usefulness; and/or
•
additional consultant or promoter compliance surveillance and enforcement action by us.
 
Any or all of these requirements could have a material adverse effect on our results of operations and financial condition.

International Product Regulations
Products imported to Canada for resale are also subject to extensive Canadian regulations. Certain of ViSalus's products are currently imported to Canada as Natural Health Products (“NHPs”). The product safety, quality, manufacturing, packaging, labeling, storage, importation, advertising, distribution, and sale of NHPs are subject to regulation primarily under the federal Food and Drugs Act (Canada) (the “Canadian FDA,”) and associated regulations, including the Food and Drug Regulations and the Natural Health Products Regulations, and related Health Canada guidance documents and policies (collectively, the “Canadian regulations”). Health Canada approval for marketing authorizations and NHP licenses can take time. The approval time for NHPs can vary depending on the product and the application or submission.

ViSalus's Canadian-branded shakes, cookies and health flavor mix-ins imported for resale in Canada are regulated as foods and are subject to the Canadian FDA and Food and Drug Regulations that, among other things, regulate the labeling, nutrition facts and ingredients of such products.

ViSalus’s products are also subject to extensive country-specific regulations in the countries in which we operate, including in the United Kingdom (e.g., national regulations including the Local Trading Standards Offices), Germany (e.g., the German Unfair Competition Act, German Regulation on food supplements, and German Law on food and feed) and Austria (e.g., the Austrian Trade Law (1994), the Food Safety and Consumer Protection Law (2006), and the Food Code in Austria).
E-Commerce and Data Collection

Our involvement in e-commerce and collection of information regarding employees, independent consultants, promoters and consumers subject our businesses to a number of laws, regulations, administrative determinations, court decisions and similar constraints at the U.S. federal, state and local level and at all levels of government in foreign jurisdictions, governing companies that maintain information regarding their employees, consultants, promoters and consumers or their conduct of business on the Internet. These may involve user privacy, data protection, electronic contracts, consumer protection, taxation and online payment services. For example, the FTC regulates the appropriate collection and protection of personal identifiable information and has issued a number of enforcement actions against companies for using mobile applications or collecting information regarding consumers in a manner that the FTC considers to violate the Federal Trade Commission Act, as amended (the "FTC Act"). United States federal, state and foreign jurisdiction laws and regulations regarding data privacy and protection and e-commerce are constantly evolving and can be subject to significant change. In addition, the application and interpretation of these laws and regulations are often uncertain, particularly given the new and rapidly-evolving use of technology in the marketplace. The adoption of new laws and regulations or changes in the interpretations of existing laws and regulations may result in significant compliance costs or otherwise negatively impact our business.

Direct Selling and Network Marketing Programs

Our direct selling and network marketing programs are subject to federal and state regulations administered by the FTC and various state agencies as well as regulations in foreign markets administered by foreign agencies. These regulations generally seek to ensure that product sales are made to consumers and that advancement within an organization is based on sales of products rather than investments in the organization or other non-retail sales related criteria. For instance, in some markets, there are limits on the extent to which consultants or promoters may earn royalty overrides on sales generated by consultants or promoters that were not directly sponsored by them. While we believe we are in compliance with these regulations, we remain subject to the risk that in one or more markets our marketing systems could be found not to be in compliance with applicable regulations. Failure to comply with these regulations could have a material adverse effect on our business in a particular market or in general.


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The FTC could bring an enforcement action based on practices that are inconsistent with its Guides Concerning the Use of Endorsements and Testimonials in Advertising (“Guides”). We have adapted our practices and rules regarding the practices of our consultants and promoters to comply with the revised Guides. However, it is possible that our use, and that of our consultants or promoters, of testimonials in the advertising and promotion of our products, including but not limited to our weight management products and of our income opportunities, will be significantly impacted and therefore might negatively impact our sales.

In Canada, our network marketing system is regulated by both national and provincial laws. Under Canada’s Federal Competition Act, we must make sure that any representations relating to compensation to our consultants or promoters or made to prospective new consultants or promoters constitute fair, reasonable, and timely disclosure and that such representations meet other legal requirements of the Federal Competition Act. All Canadian provinces and territories, other than Ontario, have legislation requiring that we register or become licensed as a direct seller within that province to maintain the standards of the direct selling industry and to protect consumers. Some other Canadian provinces require that both we and our consultants or promoters be licensed as direct sellers.
In the United Kingdom, our network marketing system is subject to national regulations of the United Kingdom. Our compensation plan is designed to comply with the United Kingdom’s national requirements, the requirements of the Fair Trading Act of 1973, the Data Protection Act of 1998, the Trading Schemes Regulations of 1997, and other similar regulations. The U.K. Code of Advertising and Sales Promotion regulates our business and trade practices and the activities of our consultants or promoters, while the Trading Standards Office regulates any claims or representations relating to our operations. Our products are regulated by the Medicines and Healthcare Products Regulatory Agency.
In Germany, there is no specific legal regulation covering network marketing company practices. However, under certain circumstances network marketing systems may have to follow the German Unfair Competition Act. Our consultants’ or promoters' conduct is subject to the German statute that governs the conduct of a commercial agent. In addition, direct selling operations are governed by the Industrial Code, which requires direct sellers to hold itinerant trader’s cards. The German Regulation on food supplements and the German Law on food and feed govern vitamin and mineral substances and herbs and other substances, respectively.
In Austria, the Austrian Trade Law of 1994 (Novelle 2002) prohibits the offer of direct sale to an individual consumer of food supplement and cosmetic products. The provision, however, has generally not been enforced in recent years and sales made via the Internet or mail order or made to a non-consumer distributor do not fall under this prohibition. The Austrian Trade Law is predominantly administered through the National Ministry of Economy and Labor. ViSalus’s business operations within Austria are conducted from beyond the borders of Austria, which is the common practice in its industry. ViSalus’s promoters qualify as “traders” for purposes of Austrian state and municipal laws. Traders are regulated by the local chambers of commerce and must obtain licenses from the respective chambers of commerce. Regulation of food supplements and cosmetics is generally harmonized throughout the EU and must conform to EU standards. Austrian-specific food regulations include the Food Safety and Consumer Protection Law (2006), supporting ordinances to this law, the Food Supplement Law, and the Austrian Food Codex, which is primarily administered by the National Ministry of Health, Office for Health and Food Security, and the Local Health Authority.
Compliance Procedures

We have developed compliance functions to identify and investigate specific complaints against consultants and promoters and to remedy any violations of rules by them through appropriate sanctions, including warnings, suspensions and, when necessary, account closures. ViSalus's manuals, seminars and other training programs and materials, in particular, emphasize that promoters are prohibited from making therapeutic claims about our products.

To comply with regulations that apply to both us and our consultants and promoters, we research the applicable regulatory framework before entering new markets to identify all necessary licenses and approvals and applicable limitations on our operations in that market and devote substantial resources to obtaining those licenses and approvals and bringing our operations into compliance with applicable limitations. We research laws applicable to independent consultant and promoter operations and revise or alter our sales force manuals and other training materials and programs to provide our sales forces with guidelines for operating a business and marketing and distributing our products, as required by applicable regulations in each market.

Regulations in existing and new markets often are ambiguous and subject to considerable interpretive and enforcement discretion by the responsible regulators and new regulations regularly are being added and the interpretation of existing regulations is subject to change. Further, the content and impact of regulations to which we are subject may be influenced by public attention directed at us, our products or our network marketing and party plan programs or those of our competitors, so

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that extensive adverse publicity about us, our products or our network marketing and party plan programs, or those of our competitors, may result in increased regulatory scrutiny.

We seek to anticipate and respond to new and changing regulations and to make corresponding changes in our operations to the extent practicable. Although we devote considerable resources to maintaining our compliance with regulatory constraints in each market, we cannot be sure that we would be found to be in full compliance with applicable regulations in all of our markets at any given time or that the regulatory authorities in one or more markets will not assert, either retroactively or prospectively or both, that our operations are not in full compliance. These assertions or the effect of adverse regulations in one market could negatively affect us in other markets as well by causing increased regulatory scrutiny in those other markets or as a result of the negative publicity generated in those other markets. These assertions could have a material adverse effect on us in a particular market or in general. Furthermore, depending upon the severity of regulatory changes in a particular market and the changes in our operations that would be necessitated to maintain compliance, these changes could result in our experiencing a material reduction in sales in the market or determining to exit the market altogether, which might have an adverse effect on our business and results of operations either in the short or long term.

Most of our manufacturing and distribution operations are affected by federal, state, local and international environmental laws relating to the discharge of materials or otherwise to the protection of the environment. We have made and intend to continue to make expenditures necessary to comply with applicable environmental laws, and do not believe that such expenditures will have a material effect on our capital expenditures, earnings or competitive position.

(d) Financial Information about Geographic Areas

For information on net sales from external customers attributed to the United States and international geographies and on long-lived assets located in and outside the United States, see Note 21 to the Consolidated Financial Statements.








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Item 1A.    Risk Factors.

We encounter substantial risks in our business, any one of which may adversely affect our business, results of operations or financial condition. The fact that some of these risk factors may be the same or similar to those that we have filed with the Securities and Exchange Commission in prior reports means only that the risks are present in multiple periods. We believe that many of the risks that are described here are part of doing business in the industries in which we operate and will likely be present in all periods. The fact that certain risks are endemic to these industries does not lessen their significance. These risk factors should be read together with the other items in this report, including “Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations.” We use the terms “we”, “us” or “our” to refer to Blyth, Inc. and its subsidiaries, unless suggested otherwise by the context.

The failure by our businesses to respond appropriately to changing consumer preferences and demand for new products or
product enhancements could harm our business, financial condition and results of operations.

Our ability to increase our sales and earnings depends on numerous factors, including market acceptance of our existing products and the successful introduction of new products. Sales of ViSalus's weight-management products, nutritional supplements, functional foods and energy drink mixes, PartyLite's candles and accessories and Silver Star Brands' consumer products fluctuate according to changes in consumer preferences. If our businesses are unable to anticipate, identify or react to changing preferences, our sales may decline. ViSalus's weight-management products and PartyLite's candles represented a substantial portion of our sales in 2012 and 2013. If consumer demand for these products decreases significantly, or ViSalus ceases offering weight-management products without offering a suitable replacement, then our business, financial condition and results of operations would be harmed. In addition, if our businesses miscalculate consumer tastes and are no longer able to
offer products that appeal to their customers, their brand images may suffer and sales and earnings would decline.

ViSalus and PartyLite depend upon sales by their independent sales forces to drive their businesses, and their failure to
continue to recruit, retain and motivate promoters and consultants would harm their business and our financial condition
and results of operations.

ViSalus markets its products and The Challenge through its independent promoters using a network marketing model and
PartyLite markets its products through its independent consultants primarily using a party plan direct selling model. Both of
these marketing systems depend upon the successful recruitment, retention and motivation of a large number of promoters and
consultants to offset frequent turnover, which is a common characteristic found in the direct selling industry. Our promoters
and consultants may terminate their services at any time. Many of them market and sell our products on a part-time basis and
likely engage in other business activities, some of which may compete with us. If ViSalus and PartyLite were unable to grow
their promoter and consultant sales forces and reverse declines in their total number of promoters and consultants, our business
would be materially harmed. The rates of turnover of ViSalus's and PartyLite's promoters and consultants can be very high and
volatile from time to time, which may materially hinder their abilities to increase their total promoter and consultant counts.
Our ability to recruit, retain and motivate promoters and consultants depends on a number of factors, including, but not limited
to, our prominence among direct selling companies and the general labor market, the attractiveness of our products and
compensation and promotional programs, the number of people interested in direct selling, unemployment levels, economic
conditions and demographic and cultural changes in the workforce. ViSalus and PartyLite both rely primarily upon the efforts
of their promoters and consultants to attract, train and motivate new promoters and consultants, so our sales directly depend
upon their efforts. The failure by ViSalus or PartyLite to recruit, retain and motivate promoters and consultants and to reverse
declines in their total number of promoters and consultants could negatively impact sales of their products, which could harm
our business, financial condition and results of operations.

The loss by ViSalus or PartyLite of a leading promoter or consultant, together with his or her associated sales organization,
or the loss of a significant number of promoters or consultants for any reason, could harm our business, financial condition
and results of operations.

Sales generated by a small number of promoters, together with their associated sales organizations, represent a majority of
ViSalus's net sales. In addition, there are a number of promoters whose generated sales, together with those of their sales
organizations, represent in excess of 10% of ViSalus's net sales. In particular, sales generated by one of ViSalus's founders and
promoters, Nick Sarnicola, together with his wife and their sales organizations and customers to whom they market represented
a substantial percentage of ViSalus's net sales in 2012 and 2013. The loss by ViSalus of one or more of its leading promoters,
together with their respective associated sales organizations, or the loss of a significant number of promoters or consultants by
ViSalus or PartyLite for any reason, could negatively impact sales of their products, impair their ability to recruit new promoters or consultants and harm our business, financial condition and results of operations. Over the last year, the total

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number of ViSalus’s promoters has declined from 76,000 at December 31, 2012 to 37,000 at December 31, 2013, and over the same period, the number of PartyLite’s total consultants has declined from 54,000 to 52,000.

In general, ViSalus and PartyLite do not have non-competition arrangements with their promoters and consultants that would
prohibit them from promoting competing products if they terminate their relationship. Pursuant to agreements that all of
ViSalus's and PartyLite's top promoters and consultants must sign, the promoter or consultant is not permitted to solicit or
recruit ViSalus promoters or PartyLite's consultants to participate in any other direct selling company for a period of time
following the termination of their agreement. We cannot ensure that ViSalus's promoters or PartyLite's consultants will
abide by any non-solicitation obligations or that we will be able to enforce them. Some of ViSalus’s promoters and PartyLite’s consultants have not abided by these non-solicitation agreements following their departure and while we have, in some cases, taken legal action and other steps to seek to enforce these non-solicitation agreements, we have not always been able to do so. If ViSalus's promoters and PartyLite's consultants do not abide by these non-solicitation obligations or if we are unable to enforce them, our competitive position may be compromised, which could harm our business, financial condition and results of operations.

ViSalus's and PartyLite's compensation plans, or changes that are made to those plans, may be viewed negatively by some
of their promoters and consultants and could fail to achieve our desired objectives, which could have a negative impact on our business.

Direct selling and network marketing are highly competitive and sensitive to the introduction of new competitors, new products
and/or new compensation plans. Companies commonly attempt to attract new distributors by offering generous compensation
plans. From time to time, ViSalus and/or PartyLite modify components of their compensation plans in an effort to:

• keep them competitive and attractive to existing and potential promoters and consultants,
• cause or address a change in the behavior of their promoters and consultants,
• motivate promoters and consultants to grow our business,
• conform to legal and regulatory requirements, and
• address other business needs.

In light of the size and diversity of our promoter and consultant sales force and the complexity of our compensation plans, it is
difficult to predict how any changes to the plans will be viewed by ViSalus's promoters or PartyLite's consultants and whether
such changes will achieve their desired results. There can be no assurance that ViSalus's or PartyLite's compensation plans will
allow us to successfully attract or retain promoters or consultants, nor can we assure that any changes we make to our
compensation plans will achieve our desired results.

If we fail to retain our existing customers or attract new customers, our business, financial condition and results of
operations may be harmed.

ViSalus and PartyLite are customer-driven businesses, and the size of their customer bases and the amount that their customers
spend on their products are critical to their success. Increases in sales to customers are driven primarily by obtaining new
customers and retention of existing customers, rather than through increases in the average monthly expenditures of customers.
Many of ViSalus's customers sign up for an automatic monthly shipment of products. ViSalus must continually add new
customers to replace those who cancel their auto-shipments and to grow its business over time. Customers choose to
cancel their auto-shipments for a wide variety of reasons, many of which are not within ViSalus's control, including the conclusion of their 90-day Challenge, their desire to reduce discretionary spending, product dissatisfaction, their perception that competitive products provide a better value or benefit to them, or customer service issues are not addressed to their satisfaction.

Since we cannot exert the same level of influence or control over our promoters and consultants as we could if they were
our own employees, we may be unable to enforce compliance with our policies and procedures, which could result in claims
against us.

ViSalus's promoters and PartyLite's consultants are independent contractors and, accordingly, neither ViSalus nor PartyLite is
in a position to provide the same direction, motivation and oversight as it could if they were its employees. As a result, there
can be no assurance that ViSalus's promoters and PartyLite's consultants will participate in their marketing strategies or
plans, accept the introduction of new products or comply with policies and procedures. Extensive federal, state, local and foreign jurisdiction laws regulate our businesses, products and programs. While we have implemented policies and procedures that are designed to govern promoter and consultant conduct so that they comply with this regulatory regime, it can be difficult to enforce these policies and procedures because of the large number of promoters and consultants and their independent status.

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Violations by our promoters or consultants of applicable laws or of our policies and procedures could reflect negatively on our products and operations, harm our business reputation or lead to the imposition of penalties or claims.

Our product advertising and promotional programs are subject to a number of federal, state, local and foreign jurisdiction regulations. The failure of our product advertising and promotional programs to comply with current or newly adopted regulations could negatively impact our business in a particular market or in general.

The FTC exercises jurisdiction in the United States over product advertising in general and advertising of conventional foods
and dietary supplements in particular and has instituted numerous enforcement actions against companies for false and
misleading claims and for failure to have adequate substantiation for claims made in advertising. The FTC also regulates
promotional offers, including purported “savings” from the regular or suggested retail price of products. In the event that the
FTC pursues an enforcement action against any of our businesses, our businesses could be subject to consent decrees that could
limit their ability to make certain claims with respect to their products and require them to pay civil penalties. The National
Advertising Division, which we refer to as the “NAD,” of the Council of Better Business Bureaus serves as an industry sponsored self-regulatory system that permits competitors to resolve disputes over advertising claims. The system also
empowers the NAD to challenge claims that the NAD believes to be misleading, including product benefit claims and
purported sales or other discounts off of “regular” prices. The NAD has no independent enforcement authority. However, it
can refer cases to the FTC for further action. Failures by any of our businesses to comply with rules, consent decrees and
applicable regulations could occur from time to time, which could result in substantial monetary penalties.

There are also federal, state, provincial and foreign laws of general application, such as the FTC Act and state, provincial or
foreign unfair and deceptive trade practices laws that could potentially be invoked to challenge our advertising, compensation
practices or recruitment techniques. In particular, our recruiting efforts include promotional materials for recruits that describe
the potential opportunity available to them if they become promoters or consultants. These materials, as well as our other
recruiting efforts and those of promoters, are subject to scrutiny by the FTC and enforcement authorities with respect to
misleading statements, including misleading earnings claims made to convince potential new recruits to become promoters or
consultants. If claims or recruiting techniques used by ViSalus or PartyLite or by their promoters or consultants are deemed to
be misleading, it could result in violations of the FTC Act or comparable state, provincial or foreign statutes prohibiting unfair
or deceptive trade practices or result in reputational harm, any of which could materially harm our business, financial condition
and results of operations.

We are subject to the risk that, in one or more markets, our network marketing and party plan programs could be found not
to be in compliance with applicable law or regulations since regulatory requirements concerning direct selling programs do
not include “bright line” rules. The failure of our compensation programs to comply with current or newly adopted
regulations over “pyramid” or “chain sales” schemes would negatively impact our business in a particular market or in
general.

ViSalus's and PartyLite's promotional and compensation programs are subject to a number of federal and state regulations
administered by the FTC and various state agencies in the United States and the equivalent provincial and federal government agencies in Canada and in the other countries in which our businesses operate. We are subject to the risk that, in one or more
markets, our network marketing and party plan programs could be found not to be in compliance with applicable law or
regulations. Regulations applicable to direct selling organizations generally are directed at preventing fraudulent or deceptive
schemes, often referred to as “pyramid” or “chain sales” schemes, by ensuring that product sales ultimately are made to
consumers and that advancement within an organization is based on sales of the organization's products rather than investments
in the organization or other non-retail, non-product sales related criteria. The regulatory requirements concerning network
marketing and party plan programs do not include “bright line” rules, and therefore, even in jurisdictions where we believe that
our compensation programs are in compliance with applicable laws or regulations, we are subject to the risk that these laws or
regulations or the enforcement or interpretation of these laws and regulations by governmental agencies or courts can change.
The failure of our compensation programs to comply with current or newly adopted regulations could negatively impact our
business in a particular market or in general.

In general, a “pyramid scheme” is defined as an arrangement in which new participants are required to pay a fee to participate
in the organization and then receive compensation primarily for recruiting other persons to participate, either directly or
through sales of goods or services that are merely disguised payments for recruiting others. Such schemes are illegal because,
without legitimate sales of goods or services to support the organization's continued existence, new participants are exposed to
the loss of the fee paid to participate in the scheme. The application of these laws and regulations to a given set of business
practices is inherently fact-based and, therefore, is subject to interpretation by applicable enforcement authorities. Our
promoters and consultants are paid by commissions based on sales of our products to bona fide purchasers by those promoters or consultants and by their downline promoters or consultants. For this and other reasons we do not believe that we are in

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violation of any laws regulating pyramid schemes. However, even though we believe that our distribution practices are currently in compliance with, or exempt from, these laws and regulations, there is a risk that a governmental agency or court could disagree with our assessment or that these laws and regulations could change, which may require ViSalus or PartyLite to alter their distribution model or cease operations in certain jurisdictions or result in other costs or fines, any of which could harm our business, financial condition and results of operations.

Our products are subject to challenge under California Proposition 65.

California's Safe Drinking Water and Toxic Enforcement Act of 1986, also known as Proposition 65, prohibits the discharge or
release of chemicals known to California to cause cancer or reproductive toxicity, without first giving clear and reasonable
warning. Among other things, the statute covers all consumer goods (including foods and consumer products) sold in
California. Proposition 65 allows private enforcement actions. Reports indicate that hundreds of such actions have been
commenced annually over the past few years against many companies in the consumer products and nutritional supplement
businesses (challenging, among other things, the lead content of certain ingredients and in certain consumer products) alleging
that their products are contaminated with heavy metals or other compounds that would trigger the warning requirements of the
act. While we take appropriate steps to ensure that our products are in compliance with the act, given the nature of this statute
and the extremely low tolerance limits it establishes, there is a risk that we or our manufacturers could be found liable for the
presence of minuscule amounts of a prohibited chemical in our products. We have, from time to time, been the subject of
Proposition 65 enforcement actions and may become the target of similar actions in the future. While the amounts we have paid to settle such actions have not had a material impact on our operations, there can be no assurance that any future
settlements would not be significant.

ViSalus's products are subject to regulation by the FDA and other federal and state authorities as foods, and in many
instances, the subset of foods referred to as “dietary supplements.” Any failure to comply with such regulations, or any
determinations by the FDA that any of ViSalus's products do not meet adequate safety standards or that its labeling or
marketing claims violate applicable requirements, could prevent ViSalus from marketing some of its products or subject it to
administrative, civil or criminal penalties.

ViSalus's products are subject to regulation by the FDA and other federal and state authorities as foods, and in many instances,
the subset of foods referred to as “dietary supplements.” The FDA regulates, among other things, the composition, safety,
labeling and marketing of conventional foods and dietary supplements (including vitamins, minerals, herbs and other dietary
ingredients for human use). While ViSalus's products as they are currently marketed are not required to obtain pre-market
approval from the FDA, ViSalus must submit a new dietary ingredient notification to the FDA at least 75 days before the initial
marketing of any dietary supplement that contains a new dietary ingredient. The FDA may find unacceptable the evidence of
safety for any new dietary supplement ViSalus wishes to market, may determine that a particular dietary supplement or
ingredient that ViSalus currently markets presents an unacceptable health risk, or may determine that a particular claim or
statement of nutritional support that ViSalus uses to support the marketing of a food or dietary supplement conflicts with FDA
regulations regarding labeling claims. Any of these actions could prevent ViSalus from marketing particular products or
subject it to administrative, civil or criminal penalties. The FDA could also require ViSalus to remove or recall a particular product from the market based on safety issues or a failure to comply with applicable legal and regulatory requirements. Any future recall or removal would result in additional costs to ViSalus, including lost revenues from any additional products that it removes or recalls from the market, any of which could be material. Any product recalls or removals could also lead to liability, including consumer class action lawsuits, substantial costs and reduced growth prospects.

Additional or more stringent regulations of dietary supplements and other products have been considered from time to time.
These developments could require unanticipated company expenditures to address the reformulation of some products to meet
new standards, recalls or discontinuance of some products not able to be reformulated, additional record keeping requirements,
increased documentation of the properties of some products, additional or different labeling standards, additional scientific
substantiation, adverse event reporting or other new requirements. For example, in 2006, Congress enacted legislation to
impose adverse event reporting and record keeping requirements for dietary supplements, and in 2007, the FDA issued a final
rule on current Good Manufacturing Practices, creating new requirements for manufacturing, packaging and storing dietary
ingredients and dietary supplements. In the same year, the “Reportable Food Registry,” which we refer to as the “RFR,” was
established by the Food and Drug Administration Amendments Act of 2007, which requires food companies and other
“responsible parties” to file a report through the RFR electronic portal when there is a reasonable probability that the use of, or
exposure to, an article of food will cause serious adverse health consequences or death to humans or animals. In 2011, the FDA issued a draft guidance document expanding the FDA's previous interpretation of the regulatory requirements surrounding new dietary ingredient notifications and related issues, and Congress enacted new food safety legislation that has increased the FDA's authority over food facilities. ViSalus may not be able to comply with the new requirements or other future legislation, rules or guidance documents without incurring additional expenses, which could be significant.

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Although we intend that ViSalus's products be promoted in compliance with all applicable regulatory requirements, we
cannot ensure that aspects of ViSalus's operations will not be reviewed and challenged by regulatory authorities and if
challenged, that ViSalus would prevail. Furthermore, we cannot ensure that new laws or regulations, or industry standards
and guidelines, governing weight management, nutritional supplements, functional foods or energy drink mixes will not be enacted in the future, which could result in lost sales.

The FTC, state attorneys general, Canadian provincial and federal authorities, state consumer protection agencies in the United
States and similar authorities in foreign jurisdictions regulate fitness, weight loss and nutritional product-advertising claims and require that claims be supported by competent and reliable scientific evidence, where appropriate. The FTC and state attorneys general actively investigate and enforce claims made in weight management and nutritional supplement product advertisements, including for making claims that are too good to be true. ViSalus's marketing materials occasionally include consumer testimonials reporting or depicting specific results achieved by using the product or service generally. Published FTC guidelines state that such claims will be interpreted to mean that the endorser's experience is what others typically can expect to achieve. The FTC requires that advertisers possess adequate proof to back up that claim before making it, or clearly and conspicuously disclose the generally expected performance in the depicted circumstances. The FTC also requires that any material connections between an endorser must be clearly and conspicuously disclosed to consumers at the time of the endorsement.

Although we intend that ViSalus's products be promoted in compliance with these and all applicable regulatory requirements in
the markets in which it operates, and specifically intend to avoid making any express weight loss claims in marketing and other
promotional material provided to ViSalus's independent promoters, we cannot ensure that aspects of ViSalus's operations will
not be reviewed and challenged by regulatory authorities and if challenged, that ViSalus would prevail. Furthermore, we
cannot ensure that new laws or regulations, or industry standards and guidelines, governing weight management, nutritional
supplements, functional foods or energy drink mixes will not be enacted in the future in any of the markets in which ViSalus does business, resulting in lost sales.

These same laws, regulations, and government guidelines for enforcement and compliance apply to ViSalus's independent
promoters. While ViSalus trains promoters and attempts to monitor their marketing practices and materials, we cannot ensure that their promotional activities comply with the foregoing prohibitions on unfair and deceptive trade practices. If ViSalus's
promoters are found responsible for violating such restrictions, there can be no assurance that ViSalus could not be held
responsible for their conduct.

ViSalus and its promoters must comply with advertising and labeling laws. If ViSalus or its promoters fail to comply with these laws, then ViSalus and its promoters could be subjected to claims, financial penalties and relabeling requirements.

Although the physical labeling of ViSalus's products is not within the control of its promoters, ViSalus's promoters must
nevertheless advertise the products in compliance with the extensive regulations governing the promotion and labeling of
products intended for human consumption. ViSalus's products are sold principally as conventional foods and dietary
supplements and are subject to rigorous FDA and related legal regimens limiting the types of health-benefit claims that can be
made for their products. Claims that a product can diagnose, cure, mitigate, treat or prevent a disease, which we refer to as “therapeutic claims,” for example, are not permitted for these products. While ViSalus trains its promoters and attempts to monitor their marketing materials, we cannot ensure that all such materials comply with bans on therapeutic claims. If ViSalus or its promoters fail to comply with these restrictions, then ViSalus and its promoters could be subjected to claims, financial penalties and relabeling requirements. Similarly, the FTC prohibits promoters and endorsers from making any claims for products that are not substantiated with competent and reliable evidence. Although we expect that ViSalus's responsibility for the actions of its promoters in such an instance would be dependent on a determination that ViSalus either controlled or condoned a noncompliant advertising practice, there can be no assurance that ViSalus could not be held responsible for the actions of its promoters.

If we do not respond appropriately to changing consumer preferences, we could be vulnerable to increased exposure to
excess and obsolete inventory.

The ability of our businesses to respond to changing consumer preferences and demand for new products or product
enhancements and to manage their inventories properly is an important factor in their operations. The nature of their products
and the rapid changes in consumer preferences leave them vulnerable to an increased risk of inventory obsolescence. Excess or
obsolete inventories can result in lower gross margins due to the excessive discounts and markdowns that might be necessary to
reduce inventory levels. ViSalus’s products are meant for human consumption and have limited shelf lives. Our success depends in part on the ability of our businesses to anticipate and respond to these changes, and they may not respond in a

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timely or commercially appropriate manner to such changes. The ability of our businesses to meet future product demand will depend, among other things, upon their success in improving their ability to forecast product demand and fulfill customer orders promptly.

Adverse publicity directed at our products, ingredients, promoters, programs or network marketing business model, or those
of similar companies, could harm us.

Companies that market their products to consumers through a network of independent promoters can be the subject of negative
commentary. For example, starting in late 2012 and continuing in 2013, a hedge fund manager publicly raised allegations
regarding the legality of Herbalife's network marketing program and announced that his fund had taken a significant short
position regarding Herbalife's common shares, leading to intense public scrutiny of Herbalife's business and network marketing
and significant volatility in its stock price. We expect that negative publicity will, from time to time, continue to negatively
impact our business in particular markets and may adversely affect our stock price. This negative commentary can spread
inaccurate or incomplete information about the direct selling industry in general or our products, ingredients, promoters,
consultants or programs in particular. The number of our customers and promoters/consultants and our business, financial
condition and results of operations may be significantly affected by the public's perception of us and similar companies. This
perception is dependent upon opinions concerning:

• the safety, quality, effectiveness and taste of our products and ingredients;
• the safety, quality, effectiveness and taste of similar products and ingredients distributed by other companies;
• our independent sales forces;
• our promotional and compensation programs; and
• the direct selling business in general, including the operations of other direct selling companies.

Adverse publicity concerning any actual or purported failure by our direct selling businesses or their promoters or consultants
to comply with applicable laws and regulations regarding product claims and advertising, good manufacturing practices, the
regulation of our direct selling businesses, the licensing of our products for sale in our target markets or other aspects of our
business, whether or not resulting in enforcement actions or the imposition of penalties, could have an adverse effect on our
business and could negatively affect our direct selling businesses' ability to recruit, motivate and retain promoters and
consultants, which would negatively impact our ability to generate revenue.

In addition, adverse publicity concerning any actual or purported concerns about the quality of our products could have an
adverse effect on our business. We monitor our product quality and, from time to time, make changes to the ingredients,
packaging, fragrance, color and other matters to take into account changes in consumer preferences, opportunities to improve
the quality of our products and other matters. Our failure to maintain the quality of our products would reduce consumer
demand and negatively affect our ability to recruit, motivate and retain promoters and consultants, any of which would
negatively impact our sales and earnings.

ViSalus may be subject to health-related claims from its customers. Adverse publicity, whether or not accurate, could lead to
lawsuits or other legal challenges and could negatively impact ViSalus's and our reputation and the market demand for our
products.

Customers that suffer health problems may allege that ViSalus's products caused or contributed to the injury or ailment. From
time to time, customers may make such allegations on social media, which can be difficult to confront, challenge or refute. In
addition, the perception of the safety, quality, effectiveness and taste of our products and ingredients, as well as similar products
and ingredients distributed by other companies, could be significantly influenced by media attention (including on social
media), publicized scientific research or findings, widespread recalls or product liability claims or other publicity concerning
our products or ingredients or similar products and ingredients distributed by other companies. Adverse publicity, whether or
not accurate or resulting from the use or misuse of products, that associates consumption of our products or ingredients or any
similar products or ingredients with illness or other adverse effects, questions the benefits of ViSalus's products or similar
products, or claims that any such products are ineffective, inappropriately labeled or have inaccurate instructions as to their use
could lead to lawsuits or other legal challenges and could negatively impact ViSalus's and our reputation and the market
demand for our products.

We may incur material product liability claims, which could increase our costs and harm our business.

ViSalus markets products designed for human consumption. PartyLite and Silver Star Brands primarily market products for
consumer use, although some of their products are also intended for human consumption. As such, we may be subject to
product liability claims if the use of our products is alleged to have resulted in injury to consumers, whether from consumption

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or otherwise. We also may be subjected to product liability claims that relate to the use of candles and claims that our candles and accessories include inadequate instructions as to their uses or inadequate warnings concerning side effects. We cannot ensure that any of our products will never be associated with consumer injury. In addition, many of our products are manufactured by third-party manufacturers that also provide raw materials, which prevent us from having full control over the ingredients contained in many of our products.

As a marketer of weight-management products, nutritional supplements, functional foods and energy drink mixes, ViSalus may be subjected to product-liability claims, including claims related to the use of these products in an inappropriate manner or by inappropriate consumer groups. Although we maintain third-party product liability insurance coverage, it is possible that claims against us may exceed the coverage limits of our insurance policies and cause us to record a self-insured loss. Even if any product liability loss is covered by an insurance policy, these policies typically have substantial retentions or deductibles for which we are responsible. Product liability claims in excess of applicable insurance coverage could have a material adverse effect on our business, financial condition and results of operations.

In addition to the above, any product liability claim brought against any of our businesses, with or without merit, could result in
an increase of our product liability insurance rates. Insurance coverage varies in cost and can be difficult to obtain, and we
cannot guarantee that we will be able to obtain insurance coverage in the future on terms acceptable to us or at all. In addition,
such liability claims could cause our consumers to lose confidence in our products and stop purchasing our products, which
would harm our business, financial condition and results of operations.

All of our businesses are subject to risks from increased competition, and our failure to maintain our competitive position
would harm us.

ViSalus's business of marketing and selling weight-management products, nutritional supplements, functional foods and energy drink mixes, PartyLite's business of selling candles and accessories and Silver Star Brands' business of selling a wide variety of consumer products through catalogs and the Internet are highly competitive both in terms of pricing and new product introductions. The worldwide markets for these products are highly fragmented, with numerous suppliers serving one or more of the distribution channels served by us. In addition, we anticipate that we will be subject to increasing competition in the future from sellers that utilize electronic commerce. Some of these competitors have longer operating histories, significantly greater financial, technical, product development, marketing and sales resources, greater name recognition, larger established customer bases, and better-developed distribution channels than our businesses. Our current or future competitors may be able to develop products that are comparable or superior to those that we offer, offer competitive products at more attractive prices, adapt more quickly than we do to new technologies, evolving industry trends and standards or consumer requirements, or devote greater resources to the development, promotion and sale of their products than our businesses. For example, ViSalus's Vi-Shape meal replacement product constitutes a significant portion of its sales, and if its competitors develop other weight-management products, nutritional supplements, functional foods or energy drink mixes that become more popular than the ViSalus products, demand for ViSalus's products could decline. Competitors in ViSalus's target product market include Herbalife and retail establishments such as Weight Watchers, Jenny Craig, General Nutrition Centers and retail pharmacies. Competitors in PartyLite's target market include Yankee Candle and numerous retail establishments, including big-box retailers, that sell a wide variety of candles and accessories. Silver Star Brands competes with numerous general merchandise catalogs, online retailers and retail establishments. In addition, because the industries in which our businesses operate are not particularly capital intensive or otherwise subject to high barriers to entry, it is relatively easy for new competitors to emerge to compete with us for promoters, consultants and customers.

ViSalus and PartyLite are subject to significant competition for the recruitment of promoters and consultants from other direct
selling organizations, including those that market weight-management products, nutritional supplements, functional foods and energy drink mixes, candles and home accessories, as well as other types of products. Our competitors for the recruitment of promoters and consultants include a large number of direct selling companies, examples of which include Amway, Avon, Herbalife, Natura, Nature's Sunshine, Nu Skin, Reliv, Shaklee, Tupperware and USANA. Furthermore, the fact that our promoters and consultants may easily enter and exit our programs contributes to the level of competition that we face. Our ability to remain competitive depends, in significant part, on our success in recruiting and retaining promoters and consultants through attractive compensation plans, the maintenance of attractive product portfolios and other incentives.

If our businesses are unable to compete effectively in their markets, if competition in their markets intensifies or if we are unable to recruit and retain promoters and consultants, our business, financial condition and results of operations would be harmed.

A downturn in the economy may affect consumer purchases of discretionary items such as our products.


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Recently, concerns over the global economy, including the recent financial crisis in Europe (including concerns that certain
European countries may default in payments due on their national debt) and the resulting economic uncertainty, as well as
concerns over unemployment in the United States and Europe, inflation, energy costs, geopolitical issues, and the availability
and cost of credit have contributed to increased volatility and diminished expectations for the United States and global
economies. A continued or protracted downturn in the economy could adversely impact consumer purchases of discretionary
items, including all of our products. Factors that could affect consumers' willingness to make such discretionary purchases
include general business conditions, levels of unemployment, political uncertainty, energy costs, interest rates and tax rates, the
availability of consumer credit and consumer confidence. A reduction in consumer spending could significantly reduce our
sales and leave us with unsold inventory.

Our results of operations are significantly affected by our success in increasing sales in our existing markets, as well as
opening new markets. As we continue to expand into international markets, our business becomes increasingly subject to
political, economic, legal and other risks. Changes in these markets could adversely affect our business.

PartyLite and ViSalus have a history of expanding into new international markets, although ViSalus has a very short history of
doing so commensurate with the short history of its business. We believe that our ability to achieve future growth is dependent
in part on our ability to continue our international expansion efforts. There can be no assurance, however, that we will be able
to grow in our existing international markets, enter new international markets on a timely basis or that new markets will be
profitable. We must overcome significant regulatory and legal barriers before we can begin marketing in any international
market. Also, before marketing commences in a new country or market, it is difficult to assess the extent to which our products
and sales techniques will be accepted or successful in any given country. In addition to significant regulatory barriers, we may
also encounter problems conducting operations in new markets with different cultures, languages and legal systems from those
encountered elsewhere. We may be required to reformulate certain of our products before commencing sales in a given
country. Once we have entered a market, we must adhere to the regulatory and legal requirements of that market. No
assurance can be given that we will be able to successfully reformulate our products in any of our current or potential
international markets to meet local regulatory requirements or to attract local customers. There can be no assurance that we will be able to obtain and retain necessary permits and approvals in new markets, or that we will have sufficient capital to finance our expansion efforts in a timely manner.

In markets outside the United States, prior to commencing operations or marketing products, ViSalus may be required to obtain
approvals, licenses, or certifications from a country's regulatory agencies. Approvals, licensing or certifications may be
conditioned on reformulation of ViSalus's products for the market or may be unavailable with respect to certain products or
product ingredients. ViSalus must also comply with local product labeling and packaging regulations that vary among
countries.

In many market areas, other network marketing companies already have significant market penetration which may have the
effect of desensitizing the local population to a new opportunity from ViSalus or PartyLite, or to make it more difficult for us to
attract qualified promoters and consultants. Even if ViSalus and PartyLite are able to commence operations in new markets,
there may not be a sufficient population of individuals who are interested in direct selling in general or our business models in
particular. We believe our future success will depend in part on our ability to seamlessly integrate ViSalus's and PartyLite's
compensation plans across all markets where legally permissible. There can be no assurance, however, that we will be able to
utilize our compensation plans seamlessly in all existing or future markets.

We face diverse risks in our international business.

We depend on international sales for a substantial amount of our total revenue. For the year ended December 31, 2013, revenue from outside the United States represented 42% of our total revenue. We expect international sales to continue to represent a
substantial portion of our revenue for the foreseeable future and we plan to expand further into international markets. Due to our reliance on sales to customers outside the United States, we are subject to the risks of conducting business internationally, including:

• the acceptability of our products and sales models to international consumers;
• the interest in ViSalus's and PartyLite's business, products and compensation programs to prospective overseas
promoters and consultants;
• United States and foreign government trade restrictions, including those which may impose restrictions on imports to
or from the United States;
• foreign government taxes and regulations, including foreign taxes that we may not be able to offset against taxes
imposed upon us in the United States, and foreign tax and other laws limiting our ability to repatriate funds to the
United States;

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• the laws and policies of the United States, Canada, Australia and certain European countries affecting the importation of goods (including duties, quotas and taxes);
• foreign employment and labor laws, regulations and restrictions;
• difficulty in staffing and managing international operations and difficulty in maintaining quality control;
• adverse fluctuations in world currency exchange rates and interest rates, including risks related to any interest rate
swap or other hedging activities we undertake;
• political instability, natural disasters, health crises, war or events of terrorism;
• transportation costs and delays; and
• the strength of international economies.

Legal actions by ViSalus's or PartyLite's former promoters or consultants or third parties against us could harm our
business.

ViSalus and PartyLite monitor and review the compliance of their promoters and consultants with their respective policies and
procedures as well the laws and regulations applicable to their businesses. From time to time, some promoters and consultants
fail to adhere to these policies and procedures. In such cases, ViSalus or PartyLite may take disciplinary action against that
promoter or consultant based on the facts and circumstances of the particular case, which may include, for example, warnings
for minor violations to termination of the relationship for more serious violations. From time to time, we become involved in
litigation with a former promoter or consultant whose relationship has been terminated. We consider this type of litigation to be
routine and incidental to our business. While neither the existence nor the outcome of this type of litigation is typically
material to our business, we may become involved in litigation of this nature that results in a large cash award against us. Our
competitors have also been involved in this type of litigation and, in some cases, class actions, where the result has been a large
cash award against the competitor. These types of challenges, awards or settlements could provide incentives for similar
actions by former promoters or consultants against us in the future. Any such challenge involving us or others in our industry
could harm our business by resulting in fines or damages against us, creating adverse publicity about us or our industry, or
hurting our ability to attract and retain promoters, consultants and customers. We believe that compliance by promoters and
consultants with our policies and procedures is critical to the integrity of our business, and, therefore, we will continue to be
aggressive in enforcing them. As such, there can be no assurance that this type of litigation will not occur again in the future or
result in an award or settlement that has an adverse effect on our business.

Since our businesses rely on independent third parties to manufacture and supply many of their products, if these third
parties fail to reliably supply products at required levels of quantity and quality, then our business, financial condition and
results of operations would be harmed.

All of ViSalus's products are manufactured and supplied by third party manufacturers in the United States based on its formulas
(whether owned or licensed). PartyLite manufactures substantially all of its candles, but all of its accessories are manufactured
by third parties, primarily based overseas. All of Silver Star Brands' products are manufactured and supplied by third party
manufacturers, primarily based overseas. If any of the third party manufacturers were to become unable or unwilling to
continue to provide products in required volumes, at suitable quality levels, or if these suppliers fail to maintain compliance
with regulatory requirements imposed on the manufacturers of food and nutritional supplements, including the FDA's current
good manufacturing practices, we would be required to identify and obtain acceptable replacement manufacturing sources.
There is no assurance that we would be able to obtain alternative manufacturing sources on a timely basis. An extended
interruption in the supply of products would result in loss of sales, which could negatively impact our business, financial
condition and results of operations. In addition, any actual or perceived degradation of product quality as a result of reliance on
third party manufacturers may have an adverse effect on sales or result in increased product returns.

If PartyLite is unable to manufacture its candles at required levels of quantity and quality, then our business, financial
condition and results of operations could be harmed.

PartyLite manufactures substantially all of its candles. As a result, PartyLite depends upon the uninterrupted and efficient
operation of its manufacturing facilities. Those operations are subject to power failures, the breakdown, failure or substandard
performance of equipment, the improper installation, maintenance and operation of equipment, natural or other disasters, and
the need to comply with the requirements or directives of government agencies. If either of PartyLite's manufacturing facilities
were to experience a catastrophic loss, it would be expected to disrupt our operations and could result in personal injury or
property damage, damage relationships with PartyLite's consultants and customers or result in large expenses to repair or
replace the facilities, as well as result in other liabilities and adverse impacts. If PartyLite were to become unable to provide
products in required volumes and at suitable quality levels, we would be required to identify and obtain acceptable replacement
third party manufacturing sources. There is no assurance that we would be able to obtain alternative manufacturing sources on
a timely basis. An extended interruption in the supply of candles would result in loss of sales by PartyLite, which could

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negatively impact our business, financial condition and results of operations. In addition, any actual or perceived degradation
of product quality as a result of reliance on third party manufacturers instead of PartyLite for the manufacture of its candles
could have an adverse effect on sales or result in increased product returns.

PartyLite's manufacturing facilities are subject to a variety of environmental laws relating to the storage, discharge, handling,
emission, generation, manufacture, use and disposal of chemicals, solid and hazardous waste, and other toxic and hazardous
materials. PartyLite's manufacturing operations presently do not result in the generation of material amounts of hazardous or
toxic substances. Nevertheless, complying with new or more stringent laws or regulations, or more vigorous enforcement of
current or future policies of regulatory agencies, could require substantial expenditures by us that could have a material adverse
effect on our business, financial condition or results of operations. Environmental laws and regulations require us to maintain
and comply with a number of permits, authorizations and approvals and to maintain and update training programs and safety
data regarding materials used in our processes. Violations of those requirements could result in financial penalties and other
enforcement actions and could require us to halt one or more portions of our operations until a violation is cured. The
combined costs of curing incidents of non-compliance, resolving enforcement actions that might be initiated by government
authorities or of satisfying new legal requirements could have a material adverse effect on our business, financial condition or
results of operations.

Disruptions to transportation channels that we use to distribute our products may adversely affect us.

We may experience disruptions to the transportation channels used to distribute our products, including increased airport and
shipping port congestion, lack of transportation capacity, increased fuel expenses and a shortage of manpower. Disruptions in
our container shipments may result in increased costs, including the additional use of airfreight to meet demand. Although we
have not recently experienced significant shipping disruptions, we continue to watch for signs of upcoming congestion.
Congestion in ports can affect previously negotiated contracts with shipping companies, resulting in unexpected increases in
shipping costs.

Our profitability may be affected by shortages or increases in the cost of raw materials.

Certain raw materials could be in short supply due to price changes, capacity, availability, a change in production requirements,
weather or other factors, including supply disruptions due to production or transportation delays. Ingredients for ViSalus's
weight-management products, nutritional supplements, functional foods and energy drink mixes are sourced from a variety of third party suppliers. PartyLite sources petroleum based paraffin wax (which is used to manufacture candles) from several suppliers. While the price of crude oil is only one of several factors impacting the price of paraffin, it is possible that fluctuations in oil prices may have a material adverse effect on the cost of petroleum-based products used in the manufacture or transportation of PartyLite's products. In recent years, substantial cost increases for certain raw materials, such as paraffin and paper, negatively impacted our profitability. In addition, a number of governmental authorities in the United States and abroad have introduced or are contemplating enacting legal requirements, including emissions limitations, cap and trade systems and other measures to reduce production of greenhouse gases, in response to the potential impacts of climate change. These measures may have an indirect effect on us by affecting the prices of products made from fossil fuels, including paraffin. Given the wide range of potential future climate change regulations and their effects on these raw materials, the potential indirect impact to our operations is uncertain. In addition, climate change might contribute to severe weather in the locations where fossil fuel based raw materials are produced, such as increased hurricane activity in the Gulf of Mexico, which could disrupt the production, availability or pricing of these raw materials. Volatility in the prices of raw materials could increase our cost of sales and reduce our profitability. Moreover, we may not be able to implement price increases for products to cover any increased costs, and any price increases we implement may result in lower sales volumes. If our businesses are not successful in managing ingredient costs, if they are unable to increase their prices to cover increased costs or if such price increases reduce their sales volume, then such increases could harm our business, financial condition and results of operations.

We have guaranteed ViSalus's obligation to redeem its preferred stock in December 2017, and if we and ViSalus are unable
to redeem the preferred stock our ownership in ViSalus may decrease to less than 5%, which could significantly decrease
our sales, earnings or cash flows from operations.

In December 2012, in connection with our phased acquisition of ViSalus, ViSalus issued shares of its redeemable convertible
preferred stock to the minority owners of ViSalus. ViSalus has agreed to redeem all of the shares of preferred stock on
December 31, 2017, which can be extended with the consent of holders of a majority of the voting power of the preferred
stock, for $143.2 million, unless prior to such date ViSalus has made an initial public offering of its common stock with a
valuation above a certain threshold. We have guaranteed the performance by ViSalus of its redemption obligation. There can be no assurance that holders of a majority of the voting power of the preferred stock will choose to extend the redemption date beyond December 31, 2017.

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In the event that ViSalus does not redeem the preferred stock, each share of preferred stock will become convertible at the holder's sole discretion into 100 shares of common stock of ViSalus. There can be no assurance that any of the holders of the preferred stock will choose to convert the preferred stock into shares of common stock of ViSalus. If all of the preferred stock converted into 100 shares of common stock of ViSalus, our ownership interest in ViSalus would be reduced to approximately 4% of ViSalus, which could significantly decrease our sales, earnings or cash flow from operations.

In the event that we and ViSalus do not have the financial resources to redeem the preferred stock on the redemption date, in lieu of converting the preferred stock into shares of common stock of ViSalus, the holders thereof may seek to enforce the redemption obligations through legal proceedings or otherwise.
Awards made pursuant to ViSalus's Omnibus Incentive Plan could negatively impact our business, financial condition and
results of operations.

ViSalus has awarded restricted stock units and non-qualified stock options to its employees and others that vest over a number
of years and aggregate approximately 15% of the presently outstanding equity of ViSalus. As these awards vest and shares of
ViSalus stock (which we refer to collectively as “ViSalus Plan Shares”) are issued under them, our ownership interest in
ViSalus will be diluted. This dilution could reduce our earnings and cash flows, as well as the amount of cash we receive as
and when ViSalus declares dividends. The holders of the ViSalus Plan Shares may “put” some or all of their ViSalus Plan
Shares to ViSalus (i.e., require ViSalus to purchase them) unless doing so would violate, or be prohibited by, the terms of
Blyth's or ViSalus's lending arrangements or would, in the judgment of ViSalus's board of directors, materially adversely affect
ViSalus. Should the holders of the ViSalus Plan Shares exercise their put rights, such exercise could reduce our earnings and
cash flows as well as the amount of cash available for ViSalus to declare dividends. We and ViSalus will rely on an
independent third party appraiser to determine the value of the ViSalus stock at the time the “put” is exercised by the holders of
the ViSalus Plan Shares. The third party appraiser will determine that value based on several valuation methodologies of its
choosing, which may result in a value of the ViSalus stock that would exceed the price at which such stock would trade if
ViSalus were a separately traded public company.

Because of the put right, ViSalus's awards of restricted stock units and stock options may be accounted for as liability awards,
the fair value of which is measured at each reporting period. This means that ViSalus may be required to record additional
expenses (or expense reductions) in future periods for increases (or decreases) in the fair value of these awards. The fair value
of these awards is based on ViSalus's future operating performance and may change significantly if ViSalus's sales forecasts
and operating profits exceed or fall short of projections. Changes in the value of these awards could negatively impact our
results of operations and could cause our financial results to fluctuate from period to period. This may impair our ability to
predict financial results accurately, which could reduce the market price of our common stock.

If we lose the services of key employees, then our business, financial condition and results of operations would be harmed.

We depend on the continued services of Robert B. Goergen, our Chairman of the Board; Robert B. Goergen, Jr., our President and Chief Executive Officer and President PartyLite Worldwide; and Robert H. Barghaus, our Chief Financial Officer, as well as the continued services of Ryan Blair, the Chief Executive Officer and co-founder of ViSalus, and Blake Mallen, the Chief Marketing Officer and co-founder of ViSalus. In addition, ViSalus and PartyLite depend upon the continued services of the other members of their current senior management teams, including the relationships that they have developed with ViSalus's and PartyLite's senior independent promoters and consultants. The loss or departure of these key employees could negatively impact ViSalus's and PartyLite's relationship with their senior independent promoters and consultants and harm our business, financial condition and results of operations. If any of these key employees does not remain with us, our business could suffer. The loss of such key employees could negatively impact our ability to implement our business strategy. Our continued success will also be dependent upon our ability to retain existing, and attract additional, qualified personnel to meet our needs. Replacing key employees may be difficult and may require an extended period of time because of the limited number of individuals in our industry with the necessary breadth of skills and experience.

We may be held responsible for certain taxes or assessments relating to the activities of our promoters and consultants.

Earnings of promoters and consultants are subject to taxation, and, in some instances, legislation or governmental regulations
impose obligations on ViSalus and PartyLite to collect or pay taxes, such as value-added taxes, and to maintain appropriate
records. In addition, we may be subject to the risk in some jurisdictions of new liabilities being imposed for social security and
similar taxes with respect to promoters or consultants. If local laws and regulations or the interpretation of local laws and
regulations change to require ViSalus or PartyLite to treat promoters or consultants as employees, or if promoters or consultants
are deemed by local regulatory authorities in one or more of the jurisdictions in which we operate to be our employees rather

25

than independent contractors or agents under existing laws and interpretations, we may be held responsible for social charges
and related taxes in those jurisdictions, plus related assessments and penalties.

ViSalus and PartyLite outsource some of their event planning to third parties, which exposes them to the risk that those
event planners will not produce events that meet ViSalus's and PartyLite's standards, as well as the standards of their
current and prospective promoters, consultants and customers.

ViSalus and PartyLite hold periodic and annual events where they, among other things, provide training to their promoters and
consultants, introduce new products and changes to their compensation plans, recognize the achievements of their promoters,
consultants and customers, and otherwise introduce their business to prospective promoters, consultants and customers.
ViSalus and PartyLite currently outsource some of the planning for these events to third parties. Accordingly, ViSalus and
PartyLite have less control over their events than if they were planned and operated exclusively by their employees. If these
event planners do not produce ViSalus's annual Vitality, semi-annual National Success Training and other events and
PartyLite's annual events at the expected levels of quality, ViSalus and PartyLite may fail to meet the expectations of their
current and prospective promoters, consultants and customers.

There can be no assurances that we will identify suitable acquisition candidates, complete acquisitions on terms favorable to
us, successfully integrate acquired operations or that companies we acquire will perform as anticipated.

We seek to grow through strategic acquisitions in addition to internal growth. In the past several years, we increased our
ownership in ViSalus, but did not complete any other acquisitions. There can be no assurances that we will identify suitable
acquisition candidates, complete acquisitions on terms favorable to us or be able to finance acquisitions. We also may
encounter difficulties in integrating acquisitions with our operations, applying our internal controls processes to these
acquisitions or in managing strategic investments. Additionally, we may not realize the degree or timing of benefits we
anticipate when we first enter into a transaction. We will not be required to submit acquisitions for stockholder approval,
except in certain situations that have not applied to any of our acquisitions and that we do not expect to apply to any future
acquisitions. In addition, accounting requirements relating to business combinations, including the requirement to expense
certain acquisition costs as incurred, may cause us to incur greater earnings volatility and generally lower earnings during
periods in which we acquire new businesses. Furthermore, covenants in the indenture that govern our 6.00% Senior Notes due 2017 limit or restrict our and our subsidiaries' ability to engage in acquisitions.

The covenants in the indenture that governs our 6.00% Senior Notes due 2017 limits our operating and financial flexibility.

On May 10, 2013, we completed the private sale of $50.0 million aggregate principal amount of 6.00% Senior Notes due 2017.
The 6.00% Senior Notes were issued pursuant to an indenture that contains affirmative and negative covenants that, among
other things, limit or restrict our and our subsidiaries' ability to incur additional debt, grant negative pledges to other creditors,
prepay subordinated indebtedness and certain other indebtedness, pay dividends or make other distributions on capital stock,
redeem or repurchase preferred and capital stock, make loans, investments and other restricted payments, engage in
acquisitions, enter into transactions with affiliates, sell assets, create liens on assets to secure debt, or effect a consolidation or
merger or to sell all, or substantially all, of our assets, in each case, subject to certain qualifications and exceptions set forth in
the indenture. The indenture limits the dividends that we pay on our common stock, repurchases of our outstanding common
stock, repurchases of ViSalus Plan Shares and other restricted payments to an amount not exceeding the sum of 50% of our net income on a cumulative basis from July 1, 2013 (the first day of the fiscal quarter beginning after we issued the 6.00% Senior Notes) until the last day of the fiscal quarter preceding any restricted payments (provided that if we shall have a cumulative net loss, then 100% of such loss), the net cash proceeds from issuances of common stock and other items, subject to conditions, qualifications and exceptions set forth in the indenture.

The turmoil in the financial markets in recent years could increase our cost of borrowing and impede access to or increase
the cost of financing our operations and investments and could result in additional impairments to our businesses.

United States and global credit and equity markets have undergone significant disruption in recent years, making it difficult for
many businesses to obtain financing on acceptable terms, if at all. In addition, in recent years equity markets have experienced
rapid and wide fluctuations in value. If these conditions continue or worsen, our cost of borrowing may increase and it may be
more difficult to obtain financing for our businesses. In addition, while our debt is not currently being rated, our future
borrowing costs could be affected by short and long-term debt ratings assigned by independent rating agencies if we choose to
raise capital with public debt. A decrease in these ratings by the agencies would likely increase our cost of future borrowings
and/or make it more difficult for us to obtain financing. In the event current market conditions continue we will more than
likely be subject to higher interest costs than we are currently incurring and may be required to provide security to guarantee
such borrowings. Alternatively, we may not be able to obtain unfunded borrowings in that amount, which may require us to

26

seek other forms of financing, such as term debt, at higher interest rates and with additional expenses. In addition, we may be
subject to future impairments of our assets, including accounts receivable, inventories, property, plant and equipment, goodwill
and other intangibles, if the valuation of these assets or businesses declines.

If our businesses fail to protect their intellectual property, then our ability to compete could be negatively affected.

All of our businesses attempt to protect their intellectual property rights, both in the United States and elsewhere, through a
combination of patent, trademark, copyright and trade secret laws, as well as licensing agreements and third-party nondisclosure and assignment agreements. The failure by our businesses to obtain or maintain adequate protection of their intellectual property rights for any reason could have a material adverse effect on our business, financial condition and results of operations.

We cannot assure you that any of our patent applications will be approved. Even if granted, the patents could be challenged,
invalidated or circumvented by others and may not be of sufficient scope or strength to provide us with any meaningful
protection or commercial advantage. Further, we cannot assure you that competitors will not infringe on our patents or that we
will have adequate resources to enforce our patents. We cannot be certain that we will be the first creator of formulas or products covered by any patent application we may make or that we will be the first to file patent applications on such formulas or products. Because some patent applications are maintained in secrecy for a period of time, there is also a risk that we could
adopt a formula without knowledge of a pending patent application, which would infringe a third party patent once that patent
is issued.

We also rely on unpatented proprietary information related to some of our formulas and products. It is possible that others will
independently develop the same or similar technology or otherwise obtain access to these unpatented formulas or products. In
Canada, the medicinal ingredients in ViSalus's products must be disclosed by quantity. We also possess trade secret rights in
our promoter/consultant and customer lists and related contact information. To protect our trade secrets and other proprietary
information, we currently require most of our employees, consultants, advisors and collaborators to enter into confidentiality
agreements. We cannot ensure that these agreements will provide meaningful protection for any of our trade secrets, knowhow
or other proprietary information in the event of any unauthorized use, misappropriation or disclosure. If we are unable to
maintain the proprietary and/or secret nature of our formulas and products, we could be materially adversely affected. Further, loss of protection for our promoter, consultant and customer lists could harm our ability to recruit and retain promoters,
consultants or customers, which could harm our financial condition and results of operations.

The market for our products depends to a significant extent upon the goodwill associated with our trademarks and trade names.
We own most of the material trademarks and trade-name rights used in connection with the packaging, marketing and
distribution of our products in the markets where those products are sold. We rely on these trademarks, trade names, trade
dress and brand names to distinguish our products from the products of our competitors, and have registered or applied to
register many of these trademarks. We may not be successful in asserting trademark or trade-name protection against third
parties or otherwise successfully defending against a challenge to our trademarks or trade names. In addition, the laws of
other countries may not protect our intellectual property rights to the same extent as the laws of the United States. In the event that our trademarks or trade names are successfully challenged, we could be forced to rebrand our products, remove products from the market or pay a settlement, which could result in loss of brand recognition, and could require us to devote resources to advertising and marketing new brands and building goodwill in these new brands, trademarks and trade names. ViSalus has agreed not to use “ViSalus” as a trademark, name or product name outside of North America. Further, we cannot ensure that competitors will not infringe our trademarks, pass off themselves or their goods and services as being ours or associated with ours or otherwise depreciate the value of the goodwill associated with our trademarks and trade names or that we will have adequate resources to enforce our trademarks. Infringement of our trademarks or trade names, passing off by a competitor or depreciating the goodwill associated with our trademarks could impair the goodwill associated with our brands and harm our reputation, which could materially harm our financial condition and results of operations.

We face the risk of claims that we have infringed third parties' intellectual property rights. Any claims of intellectual property
infringement, even those without merit, could be expensive and time consuming to defend; cause us to cease making, licensing,
selling or using products that incorporate the challenged intellectual property; require us to redesign, reengineer, or rebrand our
products or packaging, if feasible; divert management's attention and resources; or require us to enter into royalty or licensing
agreements in order to obtain the right to use a third party's intellectual property. Any royalty or licensing agreements, if
required, may not be available to us on acceptable terms or at all.

We depend upon our information-technology systems, and if we experience interruptions in these systems, our business,
financial condition and results of operations could be negatively impacted.


27

Our businesses are increasingly dependent on information-technology systems to operate their websites, communicate with
their independent promoters and consultants, calculate compensation due to their promoters and consultants, process
transactions, manage inventory, purchase, sell and ship goods on a timely basis and maintain cost-efficient operations,
including information technology that they license from third parties. There is no guarantee that our businesses will continue to
have access to these third-party information-technology systems after the current license agreements expire, and if they do not
obtain licenses to use effective replacement information-technology systems, our business, financial condition and results of
operations could be adversely affected.

Previously, our businesses have experienced interruptions resulting from upgrades to certain of their information-technology
systems that temporarily reduced the effectiveness of their operations. Our information-technology systems depend on global
communication providers, telephone systems, hardware, software and other aspects of Internet infrastructure that have
experienced system failures in the past. Our systems are susceptible to outages due to fire, floods, power loss,
telecommunication failures and similar events. Despite the implementation of network security measures, our systems are
vulnerable to computer viruses, break-ins and similar disruptions from unauthorized tampering with our systems. The
occurrence of these or other events could disrupt or damage our information-technology systems and inhibit internal operations,
the ability to provide service to our promoters, consultants and customers or their ability to access our information systems. If we are unable to effectively upgrade our systems and network infrastructure and take other steps to improve the efficiency of our systems, it could cause system interruptions or delays and adversely affect our operating results.

The Internet plays a major role in our interaction with customers and promoters and consultants. The disruptions described above may make our websites and online services, including but not limited to Vi-Net, unavailable or slow to respond and prevent us from efficiently fulfilling orders, which may reduce our net sales and the attractiveness of our products and services. Risks such as changes in required technology interfaces, website downtime and other technical failures, security breaches and consumer privacy regulations are key concerns related to the Internet. Our failure to respond successfully to these risks and uncertainties could reduce sales, increase costs and damage our relationships.

Management uses information systems to support decision-making and to monitor business performance. We may fail to
generate accurate financial and operational reports essential for making decisions at various levels of management. Failure to
adopt systematic procedures to maintain quality information-technology general controls could impact management's decision making and performance monitoring, which could disrupt our business. In addition, if we do not maintain adequate controls
such as reconciliations, segregation of duties and verification to prevent errors or incomplete information, our ability to operate
our business could be limited.

As a result of our online sales, we process, store and transmit large amounts of data, including personal information. If we fail to prevent or mitigate data loss, security breaches or the circumvention of our security measures, our systems could allow data loss or misappropriation of confidential, proprietary and/or personal information - including that of third parties such as promoters, consultants and customers collected in our online businesses - or could interrupt our operations, damage our computers or otherwise harm our reputation and business. Although we have developed systems and processes that are designed to protect this information and prevent data loss and security breaches, such measures cannot provide absolute security. In addition we rely on third party technology, systems and services in certain aspects of our business, including storage encryption and authentication technology to securely transmit confidential information. These third party systems also cannot provide absolute security.

Our storage of user and employee data subjects us to a number of federal, state and foreign laws and regulations governing the collection, storage, handling or sharing of personal data.

We collect, handle, store and disclose personal data collected from users of our websites and mobile applications, as well as our
employees, promoters and consultants, and potential and actual purchasers of our products. In this regard, we are subject to a
number of U.S. federal, state and foreign laws and regulations. The FTC, state attorneys general and foreign data protection and consumer protection authorities actively investigate and enforce compliance with laws and regulations governing fair information practices, as they are evolving in practice and being tested in courts. These laws, including the FTC Act, could be interpreted in ways that could harm our business, particularly if we are deemed to engage in unfair or deceptive trade practices with regard to our collection, storage, handling or sharing of personal data. Risks attendant upon our conduct of business on the Internet and data collection practices may involve user or employee privacy, data protection, electronic contracts, consumer protection, taxation and online payment services. The adoption of new laws and regulations or changes in the interpretations of existing laws and regulations regarding the storage, handling, collection and sharing of personal data may result in significant compliance costs or otherwise negatively impact our business. Our promoters and consultants also collect, store, handle and process personal data. A violation of law or fair information practices by a promoter or consultant could cause us financial or reputational harm.

28


User growth and engagement on mobile devices depend upon the effective operation of mobile operating systems, networks
and standards that we do not control.

ViSalus relies on its Vi-Net Mobile application suite, which allows promoters and customers to access their Vi- Net accounts
and place orders for customers on their smartphones. There is no guarantee that the Vi-Net Mobile application suite will
continue to be interoperable with popular mobile operating systems that ViSalus does not control, such as Android, Blackberry
and iOS, and any changes in such systems that degrade ViSalus's products' functionality or give preferential treatment to
competitive products could adversely affect Vi-Net Mobile application suite usage. Additionally, in order to deliver high quality
mobile products, it is important that ViSalus's products work well with a range of mobile technologies, systems,
networks and standards that ViSalus does not control. ViSalus may not be successful in developing relationships with key
participants in the mobile industry or in developing products that operate effectively with these technologies, systems, networks
or standards. If it is more difficult for ViSalus's users to access and use the Vi-Net Mobile application suite on their mobile
devices, or if ViSalus's users choose not to access or use the Vi-Net Mobile application suite on their mobile devices or use
mobile products that do not offer access to the Vi-Net Mobile application suite, ViSalus's customer and independent promoter
growth and retention could be harmed.

Our business is susceptible to fraud, including credit card and debit card fraud.

Our customers, promoters and consultants typically pay for their orders with debit or credit cards. We have been the victim of
credit card fraud, and our reputation, business and results of operations could be negatively impacted if we experience credit
card and debit card fraud. Failure to adequately detect and avoid fraudulent credit card and debit card transactions could cause
our businesses to lose their ability to accept credit cards or debit cards as forms of payment and/or result in charge-backs of the
fraudulently charged amounts and/or significantly decrease revenues. Furthermore, credit card and debit card fraud may lessen
customers', promoters' and consultants' willingness to purchase products. For this reason, such failure could have a material
adverse effect on our business, financial condition and results of operations.

Changes in our effective tax rate may have an adverse effect on our financial results.

Our effective tax rate and the amount of our provision for income taxes may be adversely affected by a number of factors,
including:

• the jurisdictions in which profits are determined to be earned and taxed;
• adjustments to estimated taxes upon finalization of various tax returns;
• changes in available tax credits;
• changes in the valuation of our deferred tax assets and liabilities;
• the resolution of issues arising from uncertain positions and tax audits with various tax authorities;
• the non-deductibility of certain expenditures for tax purposes;
• changes in accounting standards or tax laws and regulations, or interpretations thereof; and
• penalties and/or interest expense that we may be required to recognize on liabilities associated with uncertain tax
positions.

A substantial amount of our deferred tax assets include foreign tax credits. We reduce deferred tax assets by a valuation allowance if, based on the weight of available evidence, some portion or all of the deferred tax assets are unlikely to be realized. Recording of valuation allowances includes estimates and therefore involves inherent uncertainty. We may also be required to record valuation allowances in the future, and our future results and financial condition may be adversely affected if we are required to do so. We may also be affected by future tax regulatory changes since the recordation of deferred tax assets and valuation allowances have been made based on the currently-effective tax regulations.

We do not collect sales or consumption taxes in some states.

U.S. Supreme Court decisions restrict the imposition of obligations to collect state and local sales taxes with respect to remote
sales. However, an increasing number of states have considered or adopted laws that attempt to impose obligations on out-of state retailers to collect taxes on their behalf. On May 6, 2013, the U.S. Senate passed legislation that could require Internet
retailers to collect sales taxes for state and local governments. The legislation would allow states to force online retailers with
more than $1.0 million in annual out-of-state sales to collect sales taxes from all customers and remit those taxes back to state
and local governments. The adoption of remote sales tax collection legislation would result in the imposition of sales taxes and
additional costs associated with complex sales tax collection, remittance and audit compliance requirements on us. A
successful assertion by one or more states or foreign countries requiring us to collect taxes where we do not do so could result

29

in substantial tax liabilities, including for past sales, as well as penalties and interest.

Since our periodic results of operations may fluctuate, we may fail to meet or exceed the expectations of investors or
securities analysts, which could cause our stock price to decline.

Our periodic results of operations have fluctuated in the past and are likely to fluctuate significantly in the future. Our periodic
results of operations may fluctuate as a result of many factors, including those listed below, many of which are outside of our
control:

• demand for and market acceptance of our products;
• our ability to recruit, retain and motivate promoters, consultants and customers;
• the timing and success of introductions of new products by us or our competitors;
• awards made pursuant to ViSalus's Omnibus Incentive Plan;
• the strength of the economy;
• changes in our pricing policies or those of our competitors;
• competition, including entry into the industry by new competitors and new offerings by existing competitors;
• the impact of seasonality on our business;
• the international expansion of our operations; and
• the timing of our events, including ViSalus's annual Vitality event and PartyLite's national conferences.

These factors, among others, make business forecasting difficult, may cause quarter to quarter fluctuations in our results of
operations and may impair our ability to predict financial results accurately, which could reduce the market price of our
common stock. Therefore, you should not rely on the results of any one quarter or year as an indication of future performance.
Furthermore, period to period comparisons of our results of operations may not be as meaningful for our company as they may
be for other public companies.

Our business units' profitability could be adversely affected by increased mailing, printing and shipping costs.

Postal rate increases and paper and printing costs affect the cost of our catalog and promotional mailings. Future additional
increases in postal rates or in paper or printing costs would reduce Silver Star Brands' profitability to the extent that it is unable
to pass those increases directly to customers or offset those increases by raising selling prices or by reducing the number and
size of certain catalog circulations. The sales volume and profitability of each of our business units could be affected by increased costs to ship our products.

The operation of Silver Star Brands' credit program, including higher than expected rates of customer defaults, could
adversely affect Silver Star Brands' sales and earnings and impact its cash flow from operations.

Silver Star Brands allows some of its customers to purchase products and pay for them with monthly payments over time,
which impacts Silver Star Brands' working capital requirements and cash flow from operations. Although customers are
selected and dollar limits on their purchases under the program are set using parameters that seek to ensure that most customers
will be able to make the monthly payments under the program, some customers default on their obligations under the program
and there is a risk that defaults may occur in larger than anticipated amounts. In addition the program may become subject to
regulatory regimes including, but not limited to, regulations that might be issued by the Consumer Financial Protection Bureau.
The operation of the credit program and the application of such regulatory regimes or changes to them, if either occurs, may
affect Silver Star Brands' sales and/or financial performance.

Our stock price may be affected by speculative trading, including by those shorting our stock.

As of February 14, 2014, the New York Stock Exchange (NYSE) reported a short interest of approximately 82.3% of our
public float, which was the most heavily shorted stock as a percentage of public float on the NYSE. As of December 31, 2013,
we were the most heavily shorted stock as a percentage of public float in the S&P 1500. It is possible that the NYSE short
interest reporting system does not fully capture the total short interest and that it could be larger. Due to our limited public
float, we are vulnerable to investors taking a “short position” in our common stock, which is likely to have a depressing effect
on the price of our common stock and add increased volatility to our trading market. Short sellers expect to make a profit if our
common stock declines in value, and their actions and their public statements may cause volatility in our stock price. The
existence of such a significant short interest position may lead to continued volatility. The volatility of our stock may cause the
value of a stockholder's investment to decline rapidly.

Our stock price has been volatile, has a small public float and is subject to various market conditions.

30


The trading price of our common stock has been subject to wide fluctuations. Due to the large ownership of our common stock
by Robert B. Goergen and his affiliates, we have a relatively small public float compared to the number of our shares
outstanding. Accordingly, we cannot predict the extent to which investors' interest in our common stock will provide an active
and liquid trading market.

If securities or industry analysts do not publish research or reports about our business, or publish negative reports about
our business, our share price and trading volume could decline.

The trading market for our common stock depends, to some extent, on the research and reports that securities or industry
analysts may publish about us. We are not currently followed by securities or industry analysts, and there can be no assurance
that any analysts will begin to follow us. In the event that securities or industry analysts begin to cover us, we will not have
any control over them or the reports that they may issue. If our financial performance fails to meet analyst estimates in the
future or one or more of the analysts who cover us at such time downgrade our shares or change their opinion of our shares, our
share price would likely decline. Since we are not currently followed by analysts, we do not have significant visibility in the
financial markets, which could cause our share price or trading volume to decline. If analysts begin to cover us and one or
more of such analysts cease coverage of our company or fail to regularly publish reports on us, our share price or trading
volume may decline. Our operating results in future quarters may be below the expectations of securities analysts and
investors. If that were to occur, the price of our common stock would likely decline, perhaps substantially.

If we fail to comply with Section 404 of the Sarbanes-Oxley Act of 2002, the market may have reduced confidence in our
reported financial information.

We must continue to document, test, monitor and enhance our internal control over financial reporting in order to satisfy the
requirements of Section 404 of the Sarbanes-Oxley Act of 2002. We will continue to perform the documentation and
evaluations needed to comply with Section 404. If during this process our management identifies one or more material
weaknesses in our internal control over financial reporting, we will be unable to assert that our internal controls are effective,
which may cause market participants to have reduced confidence in our reported financial condition.


31

Item 1B.  Unresolved Staff Comments.
 
None.

Item 2.  Properties.

The following table sets forth the location and approximate square footage of our major manufacturing, distribution, research and development, and office facilities for each of our business segments:

Location
Use
Business Segment
Approximate Square Feet
 
 
 
Owned
Leased
Arndell Park, Australia
Distribution
Candles & Home Décor
—
38,000
Batavia, IL
Manufacturing, Distribution and Research & Development
Candles & Home Décor
420,000
—
Cumbria, England
Manufacturing and related distribution
Candles & Home Décor
90,000
—
Los Angeles, CA
Office
Health & Wellness
—
15,000
Oshkosh, WI
Distribution
Catalog & Internet
—
386,000
Oshkosh, WI
Office
Catalog & Internet
—
99,625
Plymouth, MA
Office
Candles & Home Décor
100,000
—
Tilburg, Netherlands
Distribution
Candles & Home Décor
442,500
—
Troy, MI
Office
Health & Wellness
—
63,400

Our executive and administrative offices are generally located in leased space (except for certain offices located in owned space).

Item 3.  Legal Proceedings.

We, certain of our officers, FVA Ventures, Inc. (“FVA”), ViSalus Holdings, LLC, ViSalus and one of its Founders were named as defendants in a putative class action filed in federal district court in Connecticut on behalf of purchasers of our common stock during the period March to November 2012. On June 3, 2013, we and the other defendants moved to dismiss the then-operative amended complaint. In lieu of responding to the motion to dismiss, on June 24, 2013 plaintiff filed a second amended complaint, which is currently operative and names as defendants us, certain of our officers, ViSalus Holdings, LLC, ViSalus, and a ViSalus co-founder/promoter. The second amended complaint, which seeks unspecified damages and asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, alleges certain misstatements and omissions by certain defendants, including concerning ViSalus's operations and prospects, and further alleges that certain defendants engaged in a fraudulent or deceptive “scheme.” On August 2, 2013, we and the other defendants filed a memorandum of law in support of our motion to dismiss the second amended complaint. On September 12, 2013, plaintiff filed a memorandum of law opposing defendants’ motion to dismiss its second amended complaint, and on October 3, 2013 we and the other defendants filed a reply memorandum in support of our motion to dismiss the second amended complaint. Oral argument on the motion was held on March 6, 2014. We believe that we have meritorious defenses to the claims asserted against us and we intend to defend ourselves vigorously.

We are also involved in litigation arising in the ordinary course of business, which, in our opinion, will not have a material adverse effect on our financial position, results of operations or cash flows.

Item 4.  Mine Safety Disclosures.

Not applicable.
 

32

PART II
 
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
Our Common Stock is traded on the New York Stock Exchange under the symbol BTH. The following table provides the closing price range for the Common Stock on the New York Stock Exchange:

 
High
 
Low
Year Ended December 31, 2013
 
 
 
First Quarter
$
17.36

 
$
13.45

Second Quarter
19.68

 
13.34

Third Quarter
15.23

 
8.70

Fourth Quarter
15.50

 
10.50

 
 
 
 
Year Ended December 31, 2012
 
 
 
First Quarter
$
39.91

 
$
28.21

Second Quarter
44.60

 
34.43

Third Quarter
45.57

 
24.80

       Fourth Quarter
26.96

 
14.73


Many of our shares are held in “street name” by brokers and other institutions on behalf of stockholders, and we had approximately 4,300 beneficial holders of Common Stock as of February 28, 2014.

During the year ended December 31, 2013 and December 31, 2012, the Board of Directors declared cash dividends as follows:

Regular Dividend
December 31, 2013
 
December 31, 2012
Second Quarter
$
0.10

 
$
0.08

Fourth Quarter
$
0.10

 
$
0.10


Our ability to pay cash dividends in the future depends upon, among other things, the restrictions and limitations imposed thereon by the indenture governing our 6.00% Senior Notes, our ability to operate profitably and to generate significant cash flows from operations in excess of investment and financing requirements that may increase in the future to, for example, fund acquisitions, meet contractual obligations to acquire the remaining portion of ViSalus that we do not own or retire debt.

The following table sets forth, for the equity compensation plan categories listed below, information as of December 31, 2013:

Equity Compensation Plan Information
 
 
 
 
 
 
Plan Category
(a)
Number of securities to be issued upon exercise of outstanding options, warrants and rights1
 
(b)
Weighted-average
exercise price of outstanding options, warrants and rights1
 
(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders
2,500

 
$
63.37

 
1,707,674

Equity compensation plans not approved by security holders
—

 
—

 
—

Total
2,500

 
$
63.37

 
1,707,674

1 The information in this column excludes 158,630 restricted stock units outstanding as of December 31, 2013.


33

The following table sets forth certain information concerning repurchases of our common stock during the quarter ended December 31, 2013.

Issuer Purchases of Equity Securities (1)
Period
Total Number of
Shares Purchased
 
Price Paid
per Share
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
 
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
October 1, 2013 - October 31, 2013
—

 
$
—

 
—

 
1,005,578

November 1, 2013 -November 30, 2013
—

 
—

 
—

 
1,005,578

December 1, 2013 -December 31, 2013
—

 
—

 
—

 
1,005,578

Total
—

 
$
—

 
—

 
1,005,578

(1) On September 10, 1998, our Board of Directors approved a share repurchase program pursuant to which we were originally authorized to repurchase up to 500,000 shares of common stock in open market transactions. From June 1999 to June 2006 the Board of Directors increased the authorization under this repurchase program five times (on June 8, 1999 to increase the authorization by 500,000 shares to 1.0 million shares; on March 30, 2000 to increase the authorization by 500,000 shares to 1.5 million shares; on December 14, 2000 to increase the authorization by 500,000 shares to 2.0 million shares; on April 4, 2002 to increase the authorization by 1.0 million shares to 3.0 million shares; and on June 7, 2006 to increase the authorization by 3.0 million shares to 6.0 million shares). On December 13, 2007, the Board of Directors authorized a new repurchase program, for 3.0 million shares, which became effective after we exhausted the authorized amount under the old repurchase program. As of December 31, 2013, we have purchased a total of 7,994,422 shares of common stock under the old and new repurchase programs. The new repurchase program does not have an expiration date. We intend to make further purchases under our repurchase program from time to time. The indenture that governs our 6.00% Senior Notes limits and restricts our ability to repurchase our common stock. The amounts set forth in this paragraph have been adjusted to give effect to the 1-for-4 reverse stock split implemented in January 2009 and the 2-for-1 stock split implemented in June 2012.

34

Performance Graph

The performance graph set forth below reflects the yearly change in the cumulative total stockholder return (price appreciation and reinvestment of dividends) on our common stock compared to the Standard and Poor’s (“S&P”) 500 Index and the S&P SmallCap 600 Index. The graph assumes the investment of $100 in common stock and the reinvestment of all dividends paid on such common stock into additional shares of common stock and such indexes. We believe that it is appropriate to compare us to companies comprising the S&P SmallCap 600 Index, the index we are currently tracked in by S&P.

35

Item 6. Selected Financial Data

Set forth below are selected summary consolidated financial and operating data which have been derived from our audited financial statements.  The information presented below should be read in conjunction with our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, including the notes thereto, appearing elsewhere in this Report. The per share amounts and number of shares outstanding have been retroactively adjusted to give effect to the 2-for-1 stock split implemented June 15, 2012.

In December 2011, we changed our fiscal year-end from January 31 to December 31. In addition, we have eliminated the lag differences in the reporting year-ends of certain of our subsidiaries to align them with our other subsidiaries fiscal year end.
 
Years ended December 31,
 
Eleven Months ended December 31,
 
Years ended January 31,
(In thousands, except per share and percent data)
2013
 
2012
 
2011
 
2011
 
2011
 
2010
Statement of Earnings Data:
 
 
 
 
(Unaudited)
 
(2)
 
(2)
 
(2)
Net sales
$
885,450

 
$
1,179,514

 
$
879,090

 
$
827,612

 
$
738,947

 
$
791,737

Gross profit
572,591

 
787,520

 
566,246

 
535,786

 
465,306

 
481,766

  Operating profit (1)
19,651

 
84,566

 
32,237

 
32,122

 
49,539

 
35,027

  Earnings from continuing operations before income taxes and noncontrolling interest (3)
14,630

 
81,142

 
25,654

 
27,518

 
42,144

 
27,468

Earnings from continuing operations
3,436

 
49,507

 
19,135

 
20,158

 
27,487

 
19,981

Net earnings attributable to Blyth, Inc.
2,433

 
44,002

 
13,750

 
16,226

 
26,591

 
17,004

Net earnings (loss) attributable to Blyth, Inc. common stockholders
(3,038
)
 
10,046

 
13,750

 
16,226

 
26,591

 
17,004

Per share data:
 
 
 
 
 
 
 
 
 
 
 
Diluted net earnings (loss) attributable per share of Blyth, Inc. common stock
$
(0.19
)
 
$
0.58

 
$
0.83

 
$
0.98

 
$
1.56

 
$
0.95

Cash dividends declared, per share
0.20

 
0.18

 
0.85

 
0.85

 
0.60

 
0.60

Diluted weighted average number of common shares outstanding
16,196

 
17,247

 
16,656

 
16,656

 
17,017

 
17,868

Operating Data:
 

 
 
 
 

 
 

 
 

 
 

Gross profit margin
64.7
%
 
66.8
%
 
64.4
%
 
64.7
%
 
63.0
%
 
60.8
%
Operating profit margin
2.2
%
 
7.2
%
 
3.7
%
 
3.9
%
 
6.7
%
 
4.4
%
Net capital expenditures
$
12,358

 
$
19,393

 
$
7,196

 
$
6,318

 
$
8,192

 
$
5,195

Depreciation and amortization
12,987

 
11,239

 
11,207

 
10,172

 
11,234

 
13,529

Balance Sheet Data:
 

 
 
 
 

 
 

 
 

 
 

Total assets
$
366,777

 
$
434,923

 
$
515,294

 
$
515,294

 
$
508,835

 
$
526,357

Total debt
56,278

 
78,190

 
99,883

 
99,883

 
110,845

 
110,796

Total stockholders' equity
$
45,622

 
$
58,536

 
$
153,798

 
$
153,798

 
$
252,868

 
$
254,830


(1) Calendar year 2012 and 2011 and fiscal 2011 and 2010 earnings include restructuring charges recorded in the Candles & Home Décor segment of $3.2 million, $3.0 million, $0.8 million and $0.1 million, respectively.
(2) In 2012, we sold our Sterno business and in 2011 we sold substantially all of the net assets of Midwest-CBK and disposed of the assets and liabilities of the Boca Java business as more fully detailed in Note 4 to the Consolidated Financial Statements.  The results of operations for these businesses have been reclassified to discontinued operations for all periods presented.
(3) In 2013, we paid make-whole interest expense of $1.2 million for the early retirement of our 5.50% Senior Notes recorded in Interest Expense. In addition, in 2012, we recorded a $1.9 million impairment on a promissory note in addition to other adjustments of $0.3 million, for a net write-down of $1.6 million recorded in Foreign exchange and other.

36

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The financial and business analysis below provides information that we believe is relevant to an assessment and understanding of our consolidated financial condition, changes in financial condition and results of operations. This financial and business analysis should be read in conjunction with our consolidated financial statements and accompanying notes to the Consolidated Financial Statements set forth in Item 8 “Financial Statements and Supplementary Data.”

Overview

Our products include an extensive array of decorative and functional household products such as candles, accessories, seasonal decorations, household convenience items and personalized gifts, as well as meal replacement shakes, nutritional supplements, functional foods, energy drink mixes and health wellness related products. Our products can be found throughout the United States, Canada, Mexico, Europe and Australia. Our financial results are reported in three segments: the Candles & Home Décor segment (PartyLite), the Health & Wellness segment (ViSalus) and the Catalog & Internet segment (Silver Star Brands, formerly known as the Miles Kimball Company).

Our current focus is driving sales growth and profitability of our brands so we may leverage more fully our infrastructure, as well as supporting new infrastructure requirements of some of our businesses. New product development continues to be critical to all three segments of our business. In the Candles & Home Décor and Health & Wellness segments, monthly sales and productivity incentives are designed to attract, retain and increase the earnings opportunity of independent sales consultants and promoters. In the Catalog & Internet segment, product, merchandising and circulation strategy are designed to drive strong sales growth in smaller brands and expand the sales and customer base of our flagship brands.

In 2012 we divested our Sterno business, and in 2011 we sold substantially all of the net assets of Midwest-CBK as more fully detailed in Note 4 to the consolidated financial statements. The results of operations for these businesses have been presented as discontinued operations for all periods presented.

Segments

Within the Candles & Home Décor segment, we design, manufacture or source, market and distribute an extensive line of products including scented candles, candle-related accessories and other fragranced products under the PartyLite® brand. Products in this segment are sold through networks of independent sales consultants. PartyLite brand products are sold in the United States, Canada, Mexico, Europe and Australia.

Within the Health & Wellness segment, we operate ViSalus, which is focused on selling meal replacement shakes, nutritional supplements, functional foods and energy drink mixes. Products in this segment are sold through networks of independent sales promoters. ViSalus brand products are sold in the United States, Canada, the United Kingdom, Germany and Austria.
 
Within the Catalog & Internet segment, we design, source and market a broad range of household convenience items, health and wellness products, holiday cards, personalized gifts, kitchen accessories, premium photo albums and frames.  These products are sold directly to consumers under the Miles Kimball®, Walter Drake® , Easy Comforts®, As We Change® and Exposures® brands.  These products are sold in North America.

The following table sets forth, for the periods indicated, the percentage relationship to net sales and the percentage increase or decrease of certain items included in our Consolidated Statements of Earnings (Loss):


37

 
Percentage of Net Sales
 
Percentage Increase (Decrease) from Prior Period
 
Years ended
 
Eleven months ended
 
 
12/31/2013
 
12/31/2012
 
12/31/2011
 
12/31/2011
 
Year ended 12/31/13 compared to year ended 12/31/12
 
Year ended 12/31/12 compared to year ended 12/31/11
 
 
 
(1)
 
(unaudited) (1)
 
(1)
 
 
 
 
Net sales
100.0

 
100.0

 
100.0

 
100.0

 
(24.9
)
 
34.2
Cost of goods sold
35.3

 
33.2

 
35.6

 
35.3

 
(20.2
)
 
25.3
Gross profit
64.7

 
66.8

 
64.4

 
64.7

 
(27.3
)
 
39.1
Selling
43.8

 
43.8

 
43.6

 
43.7

 
(24.9
)
 
34.6
Administrative
18.6

 
15.8

 
17.1

 
17.2

 
(11.6
)
 
24.0
Operating profit
2.2

 
7.2

 
3.7

 
3.9

 
(76.8
)
 
162.3
Earnings from continuing operations
0.3

 
3.1

 
2.3

 
2.6

 
(93.3
)
 
82.0
(1)  In 2012, we sold our Sterno business and in 2011 we sold substantially all of the net assets of Midwest-CBK and disposed of the assets and liabilities of the Boca Java business as more fully detailed in Note 4 to the Consolidated financial statements.  The results of operations for these businesses have been reclassified to discontinued operations for all periods presented.

For the year ended December 31, 2013 compared to the year ended December 31, 2012

Net Sales
 
Net sales decreased 25%, or approximately $294.0 million, to $885.5 million for the year ended December 31, 2013 from $1,179.5 million for the year ended December 31, 2012 due to a decrease in the Health & Wellness segment and to a much lesser extent a decrease in the Candles & Home Décor segment. Net sales in our Catalog & Internet segment increased 3% over the prior year.

Net Sales – Candles & Home Décor Segment

Net sales for PartyLite decreased $26.5 million, or 6%, to $390.8 million for the year ended December 31, 2013 from $417.3 million in the prior year. This decline was mainly due to a 17% decline in North American sales due to a decline in active independent sales consultants to approximately 17,000 this year from approximately 19,000 last year, as well as fewer shows, which results in fewer opportunities to promote our products and recruit new consultants.

In PartyLite’s European markets sales declined 6% in local currency or 2% in U.S. dollars mainly due to lower sales within the larger, more mature markets partly offset by higher sales in Austria and Finland. In addition, PartyLite Australia sales increased 27% in local currency or 17% in U.S. dollars mainly due to growing consultant counts. PartyLite's European independent consultant count was over 30,000 at December 31, 2013 and at December 31, 2012.

Net sales in the Candles & Home Décor segment accounted for approximately 44% of total Blyth net sales for the year ended December 31, 2013 compared to 35% in the prior year.

Net Sales – Health & Wellness Segment

Net sales for ViSalus decreased $272.3 million, or 44%, to $351.2 million for the year ended December 31, 2013 from $623.5 million in 2012. This decrease was attributed to a decline in North American promoters to approximately 35,000 at December 31, 2013 from approximately 76,000 at December 31, 2012. International promoters totaled nearly 2,500 at December 31, 2013 reflecting ViSalus's entry into the United Kingdom in April 2013. Net sales in the Health & Wellness segment represented approximately 40% of total Blyth net sales for the year ended December 31, 2013 compared to 53% in the prior year.

Net Sales – Catalog & Internet Segment


38

Net sales for Silver Star Brands increased $4.8 million, or 3%, to $143.5 million for the year ended December 31, 2013 from $138.7 million in the prior year. This increase was primarily due to the improved performance of our health, wellness and beauty products as well as higher sales associated with the credit program. These increases were partly offset by lower general merchandise sales. Net sales in the Catalog & Internet segment accounted for approximately 16% of total Blyth net sales for the year ended December 31, 2013 compared to 12% in the prior year.

Gross Profit and Operating Expenses

Blyth’s consolidated gross profit decreased $214.9 million, or 27%, to $572.6 million for the year ended December 31, 2013 from $787.5 million for the year ended December 31, 2012. This decrease was principally due to the impact of lower sales. In addition, gross margin declined to 64.7% for the year ended December 31, 2013 from 66.8% for the prior year, principally due to a reduction at ViSalus partly offset by improvements at PartyLite and Silver Star Bands.
 
Blyth’s consolidated selling expenses decreased $128.4 million, or approximately 25%, to $388.0 million for the year ended December 31, 2013 from $516.4 million for the year ended December 31, 2012. This decrease was primarily due to lower commission expenses at ViSalus and PartyLite associated with their sales declines. Selling expenses as a percentage of net sales remained constant at 43.8% when compared to the prior year.

Blyth’s consolidated administrative and other expenses decreased $21.5 million, or 12%, to $165.0 million for the year ended December 31, 2013 from $186.5 million for the year ended December 31, 2012. This decline was principally due to charges at ViSalus in 2012, including equity incentive charges of $11.3 million and ViSalus's withdrawn stock offering fees of $4.7 million, as well as prior year charges at PartyLite associated with the realignment of the North American distribution center of $1.6 million. In addition, corporate expenses declined from the prior year due to cost saving initiatives as well as the elimination of executive and employee bonuses. Partly offsetting these declines was an increase at ViSalus related to its International expansion in Europe. Administrative expenses as a percentage of net sales increased to 18.6% for the year ended December 31, 2013 from 15.8% for the prior year principally due to lower sales.

Blyth’s consolidated operating profit decreased $64.9 million to $19.7 million for the year ended December 31, 2013 from $84.6 million for the year ended December 31, 2012.  This decrease was principally due to lower sales and operating profit at ViSalus offset by increases in operating profits at PartyLite and Silver Star Brands. In addition prior year's operating profit includes equity incentive charges of $11.3 million, fees of $4.7 million in connection with ViSalus's withdrawn stock offering, PartyLite's restructuring charges of $3.2 million associated with the realignment of the North American distribution center and Silver Star Brands' intangible impairment charge of $0.8 million.

Operating Profit – Candles & Home Décor Segment
 
Operating profit for PartyLite increased to $21.2 million for the year ended December 31, 2013 from $20.4 million for the prior year. Prior year profit includes restructuring charges of $3.2 million associated with the realignment of the North American distribution center. Corporate expenses charged to PartyLite were $5.9 million this year and $7.5 million last year.

Operating Profit (Loss) - Health & Wellness Segment

Operating loss for ViSalus was $1.1 million for the year ended December 31, 2013 compared to a profit of $69.2 million for the prior year. This decrease was primarily due to ViSalus's sales decline in North America and, to a lesser extent, additional expenses to support their international expansion in Europe. ViSalus's prior year operating profit includes equity incentive charges of $11.3 million and fees of $4.7 million in connection with ViSalus's withdrawn stock offering. Corporate expenses charged to ViSalus were $8.9 million this year and $11.8 million last year.

 
Operating Loss – Catalog & Internet Segment

Operating loss for Silver Star Brands decreased to $0.4 million for the year ended December 31, 2013 from $5.0 million for the prior year. This improvement was principally due to the impact of increased sales. In addition, last year's loss includes an intangible impairment charge of $0.8 million. Corporate expense charged to Silver Star Brands were $2.0 million this year and $2.6 million last year.
 
Other Expense (Income)


39

Interest expense decreased $0.1 million to $6.0 million for the year ended December 31, 2013 from $6.1 million in the prior year. This decline was due to lower average outstanding debt this year versus last year offset by a make-whole interest charge of $1.2 million incurred in 2013 associated with the early retirement of the 5.50% senior notes settled in July 2013.
 
Interest income decreased $1.1 million to $0.6 million for the year ended December 31, 2013 from $1.7 million in the prior year, mainly due to lower invested average cash balances as well as prior year's interest income of $0.7 million received on a promissory note.

Foreign exchange and other income was $0.4 million for the year ended December 31, 2013 compared to $0.9 million in the prior year. This decline was due to this year's losses on the sale of investments of $0.3 million compared to last year's gain on the sale of investments of $1.0 million. Last year's foreign currency exchange rate gains were partly offset by a $1.9 million impairment on a promissory note in addition to other adjustments of $0.3 million, for a net write-down of $1.6 million recorded in Foreign exchange and other.

Income tax expense decreased $20.4 million to $11.2 million for the year ended December 31, 2013 from $31.6 million in the prior year.  This decrease was due primarily to a decrease in the pretax income. The effective tax rate was 76.5% in 2013 compared to 39.0% for 2012. The increase in the effective tax rate was due primarily to valuation allowances on certain foreign net operating losses, as well as the tax impact of a dividend received from ViSalus, a non-consolidated domestic subsidiary for tax purposes.

The net earnings from discontinued operations for the year ended December 31, 2012 was $7.7 million. The net earnings for the year ended December 31, 2012 include $5.5 million related to the gain on sale of Sterno as well as net operating earnings of $2.2 million from the business during the period January 1, 2012 through its disposition date in October 2012.

The net earnings attributable to noncontrolling interests decreased $12.2 million to $1.0 million for the year ended December 31, 2013 from $13.2 million in the prior year. This decrease was mainly attributed to lower earnings associated with ViSalus.

Net earnings attributable to Blyth, Inc. decreased $41.6 million to $2.4 million for the year ended December 31, 2013 from $44.0 million in the prior year.  This decrease was primarily attributable to ViSalus's decreased operating performance partly offset by improved operating results at Silver Star Brands.

Net earnings (loss) attributable to Blyth, Inc. common stockholders decreased $13.0 million to a loss of $3.0 million for the year ended December 31, 2013 from income of $10.0 million in the prior year. This decrease was primarily due to ViSalus's decreased operating performance in addition to a charge for accretion to redemption value for ViSalus redeemable preferred stock of $5.5 million. Included in prior year's earnings attributable to Blyth, Inc. was a $34.0 million charge for exchange of redeemable preferred stock in excess of fair value.

For the year ended December 31, 2012 compared to the year ended December 31, 2011

Net Sales
 
Net sales increased $300.4 million, or approximately 34%, to $1,179.5 million for the year ended December 31, 2012 from $879.1 million for the year ended December 31, 2011 due to increases within the Health & Wellness segment.

Net Sales – Candles & Home Décor Segment

Net sales in the Candles & Home Décor segment decreased $78.4 million, or 16%, to $417.3 million for the year ended December 31, 2012 from $495.7 million in the comparable prior year. This decrease was mainly due to the decline in PartyLite’s European markets of 16% in U.S. dollars or 10% in local currency, principally due to lower sales in Germany, France and the United Kingdom. PartyLite’s active independent European sales consultant base decreased from approximately 34,000 at December 31, 2011 to approximately 30,000 at December 31, 2012. PartyLite Europe represented approximately 62% of PartyLite’s worldwide net sales for the year ended December 31, 2012 and the comparable prior year.

PartyLite’s U.S. sales decreased 19% from the prior year due to a decline in active independent sales consultants from approximately 19,000 at December 31, 2011 to approximately 15,000 at December 31, 2012, as well as fewer shows, resulting in less opportunity to promote our products and recruit new consultants.


40

Net sales in the Candles & Home Décor segment accounted for approximately 35% of total Blyth net sales for the year ended December 31, 2012 compared to 57% in the comparable prior year.

Net Sales – Health & Wellness Segment

Net sales in the Health & Wellness segment increased $393.0 million, or 171%, to $623.5 million for the year ended December 31, 2012 from $230.5 million in the comparable prior year. This increase was attributed to ViSalus’s growth as a result of an increase in promoters to approximately 76,000 at December 31, 2012 from approximately 59,000 at December 31, 2011, as well as increased demand for its products. Net sales in the Health & Wellness segment represented approximately 53% of total Blyth net sales for the year ended December 31, 2012 compared to 26% in the comparable prior year.

Net Sales – Catalog & Internet Segment

Net sales in the Catalog & Internet segment decreased $14.2 million, or 9%, to $138.7 million for the year ended December 31, 2012 from $152.9 million in the comparable prior year. This decrease was due to soft demand for general merchandise products as well as a planned reduction in circulation for general merchandise catalogs, partly offset by an increase in sales and circulation for health and wellness products. Net sales in the Catalog & Internet segment accounted for approximately 12% of total Blyth net sales for the year ended December 31, 2012 compared to 17% in the comparable prior year.

Gross Profit and Operating Expenses

Blyth’s consolidated gross profit increased $221.3 million, or 39%, to $787.5 million for the year ended December 31, 2012 from $566.2 million for the year ended December 31, 2011. This increase was principally due to an increase in ViSalus's gross profit due to higher sales volume partly offset by a decline for PartyLite due to lower sales and restructuring charges associated with the realignment of the PartyLite North American distribution center of $1.6 million and lower gross profits at Silver Star Brands due to lower sales. The gross profit margin increased to 66.8% for the year ended December 31, 2012 from 64.4% for the year ended December 31, 2011 principally due to higher sales volume in ViSalus, which carries a higher gross margin than our other businesses.
 
Blyth’s consolidated selling expense increased $132.8 million, or approximately 35%, to $516.4 million for the year ended December 31, 2012 from $383.6 million for the year ended December 31, 2011.  This increase was primarily due to higher commission expense at ViSalus associated with higher sales, partially offset by a decline at PartyLite principally due to lower sales.  Selling expense as a percentage of net sales increased to 43.8% for the year ended December 31, 2012 from 43.6% for the year ended December 31, 2011.

Blyth’s consolidated administrative expenses increased $36.1 million, or 24%, to $186.5 million for the year ended December 31, 2012 from $150.4 million for the year ended December 31, 2011. This increase was principally due to additional employee expenses at ViSalus of $23.3 million, credit card fees of $6.1 million associated with ViSalus's sales growth, fees incurred by ViSalus for their withdrawn stock offering of $4.7 million and PartyLite restructuring charges associated with the realignment of the North American distribution center of $1.6 million. This was partly offset by lower equity incentive charges of $11.3 million incurred this year versus $27.1 million last year and by lower headcount at PartyLite. Administrative expenses as a percentage of net sales decreased to 15.8% for the year ended December 31, 2012 from 17.1% for the comparable prior year.

Blyth’s consolidated operating profit increased $52.4 million to $84.6 million for the year ended December 31, 2012 from $32.2 million for the year ended December 31, 2011.  This increase was mainly due to the aforementioned sales increase at ViSalus and lower equity incentive charges, partially offset by costs incurred by ViSalus for their withdrawn stock offering of $4.7 million and lower sales and operating profit within PartyLite.

Operating Profit – Candles & Home Décor Segment
 
Operating profit in the Candles & Home Décor segment decreased to $20.4 million for the year ended December 31, 2012 from $30.3 million for the comparable prior year principally due to lower sales. Earnings include restructuring charges of $3.2 million for the year ended December 31, 2012 and $3.0 million for the comparable prior year. Corporate expenses and other allocated costs to the Candles & Home Décor Selling segment were $7.6 million for the year ended December 31, 2012 and $11.3 million for the year ended December 31, 2011.

Operating Profit - Health & Wellness Segment


41

Operating profit in the Health & Wellness segment increased to $69.2 million for the year ended December 31, 2012 from $2.6 million for the comparable prior year. This improvement was primarily due to ViSalus's significantly higher sales partially offset by costs incurred by ViSalus for their withdrawn stock offering fees of $4.7 million and reduced equity incentive charges of $11.3 million for the year ended December 31, 2012 and $27.1 million for the comparable prior year. Corporate expenses and other allocated costs to the Health & Wellness segment were $11.6 million for the year ended December 31, 2012 and $5.5 million for the year ended December 31, 2011.
 
Operating Loss – Catalog & Internet Segment

Operating loss in the Catalog & Internet segment increased to $5.0 million for the year ended December 31, 2012 from $0.6 million for the comparable prior year. This increased loss was primarily due to lower sales and an impairment charge of $0.8 million. Partly offsetting this loss were lower overhead costs resulting from cost management programs. Corporate expense and other allocated costs to the Catalog & Internet segment were $2.6 million for the year ended December 31, 2012 and $3.7 million for the year ended December 31, 2011.
 
Other Expense (Income)

Interest expense decreased $0.4 million to $6.1 million for the year ended December 31, 2012 from $6.5 million in the comparable prior year. This decline was due to lower average outstanding debt this year versus last year, primarily related to repurchases of our Senior Notes.
 
Interest income increased $0.3 million to $1.7 million for the year ended December 31, 2012 from $1.4 million in the comparable prior year, mainly due to interest income received of $0.7 million on a promissory note and higher interest rates on invested cash balances.

Foreign exchange and other income was $0.9 million for the year ended December 31, 2012 compared to a loss of $1.5 million in the comparable prior year. This increase was mainly due to this year's foreign currency exchange rate gains partly offset by a $1.9 million impairment on a promissory note in addition to other adjustments of $0.3 million, for a net write-down of $1.6 million recorded in Foreign exchange and other compared to a prior year loss on impairment of an auction rate security investment of $1.3 million.

Income tax expense increased $25.1 million to $31.6 million for the year ended December 31, 2012 from $6.5 million in the comparable prior year.  The increase in income tax expense was due primarily to an increase in the pretax income in the United States and a valuation allowance recorded against various foreign losses, as well as a $2.3 million benefit recorded in the prior year as a result of the closure of income tax audits and a $2.3 million beneficial tax impact of the release of a valuation allowance previously recorded against a federal net operating loss carryforward also recorded in the prior year. The effective tax rate was 39.0% in 2012 compared to 25.4% for 2011. The increase in the effective tax rate was due primarily to no tax benefit being realized on certain foreign net operating losses as well as the tax impact of a dividend received from a non-consolidated domestic subsidiary. The decrease in the effective rate for 2011 was primarily due to a $2.3 million tax benefit recorded in the current year as a result of a favorable closure of audits previously accrued for and a tax benefit of $2.3 million recorded as the result of a valuation allowance release related to a federal net operating loss carryforward.

The net earnings from discontinued operations increased $13.9 million to $7.7 million for the year ended December 31, 2012 from a loss of $6.2 million for the year ended December 31, 2011. The net earnings for the year ended December 31, 2012 include $5.5 million related to the gain on sale of Sterno as well as net operating earnings of $2.2 million from the business during the period January 1, 2012 through its disposition date. The net loss for the year ended December 31, 2011 includes $2.5 million related to the loss on sale of Midwest-CBK.

The net earnings attributable to noncontrolling interests increased $14.0 million to $13.2 million for the year ended December 31, 2012 from a loss of $0.8 million in the comparable prior year. This increase was due to higher earnings associated with ViSalus partly offset by a decrease in the ownership of the noncontrolling stockholders.

Net earnings increased $30.2 million to $44.0 million for the year ended December 31, 2012 from $13.8 million in the comparable prior year.  The increase was primarily attributable to ViSalus's improved operating performance and gain on sale of Sterno, partly offset by lower operating results from PartyLite and Silver Star Brands.

Seasonality


42

Our businesses are seasonal in nature and, as a result, the net sales and working capital requirements of our businesses fluctuate from quarter to quarter. Our Candles & Home Décor and Catalog & Internet businesses tend to achieve their strongest sales in the third and fourth quarters due to increased shipments to meet year-end holiday season demand for our products. The customers of our Health & Wellness business tend to place a lower number of orders in the summer months and toward the end of the year. Our Health & Wellness business may also experience a slight increase in sales during the first two quarters of the year due to the increased focus many people place on weight loss during the post-holiday and pre-summer period.We expect the seasonality of our businesses to continue in the future, which may cause period-to-period fluctuations in certain of our operating results and limit our ability to predict our future results accurately.

Liquidity and Capital Resources

Cash and cash equivalents decreased $14.3 million to $114.8 million at December 31, 2013 from $129.1 million at December 31, 2012. This decrease in cash was primarily attributed to the early retirement in July 2013 of our 5.50% Senior Notes due November 1, 2013, the January 2013 payment to ViSalus's equity incentive plan participants, purchases of investments, capital expenditures and purchases of treasury stock. These payments were partly offset by new borrowings on long term debt, proceeds from sale of investments and the collection of a note receivable as well as positive cash flow from operations. Cash held in foreign locations was approximately $58 million and $68 million as of December 31, 2013 and 2012, respectively.

We typically generate positive cash flow from operations due to favorable gross margins and the variable nature of selling expenses, which constitute a significant percentage of operating expenses. We generated $32.4 million in cash from continuing operations for the year ended December 31, 2013 compared to $54.7 million for the year ended December 31, 2012. Cash from continuing operations reflects a decline mainly due to ViSalus's decreased operating profits partly offset by lower working capital requirements mainly in inventories.  Included in earnings for the year ended December 31, 2013 were non-cash charges for depreciation and amortization of $13.0 million and stock-based compensation of $1.7 million.
 
Net cash provided by investing activities was $19.9 million for the year ended December 31, 2013, compared to $9.0 million for the year ended December 31, 2012. Cash provided by investing activities included the collection of a note receivable of $10.0 million and net proceeds from the sales and purchases of investments of $23.6 million offset by capital expenditures of $12.4 million. Cash provided by investing activities in the prior year reflects proceeds from the sale of Sterno of $23.5 million and net proceeds from the sales and purchases of investments of $6.2 million partly offset by capital expenditures of $19.4 million.

Net cash used in financing activities for the year ended December 31, 2013 was $67.5 million compared to $133.7 million for the year ended December 31, 2012. This year's activity includes repayments on long-term debt of $72.4 million mainly due to the early retirement of our 5.50% Senior Notes, treasury stock repurchases of $10.0 million and payments to ViSalus's equity incentive plan participants of $25.3 million partly offset by borrowing on long term debt of $50.0 million. Last year's cash used in financing activities primarily reflected the additional purchase of ViSalus interest of $89.2 million, repayments on long term debt of $21.7 million and treasury stock repurchases of $13.4 million.

We will continue to monitor carefully our cash position, and will only make additional repurchases of treasury shares or pay dividends when we have sufficient cash surpluses available and are permitted to do so under the terms of the indenture governing our 6.00% Senior Notes due 2017. The indenture limits the dividends that we pay on our common stock, repurchases of our outstanding common stock, repurchases of ViSalus plan shares and other restricted payments to an amount not exceeding the sum of 50% of our net income on a cumulative basis from July 1, 2013 (the first day of the fiscal quarter beginning after we issued the 6.00% Senior Notes) until the last day of the fiscal quarter preceding any such restricted payments (provided that if we shall have a cumulative net loss, then 100% of such loss), the net cash proceeds from issuances of common stock and other items, subject to conditions, qualifications and exceptions set forth in the indenture. The indenture also restricts us from incurring additional debt if we do not meet a liquidity ratio. In October 2013, the indenture specifically permitted us to pay a cash dividend of $0.10 per share on our common stock. During the year ended December 31, 2013, we paid $3.2 million in dividends, compared to $3.0 million for the year ended December 31, 2012.

A significant portion of our business is outside of the United States. A significant downturn in our business in our international markets would adversely impact our ability to generate operating cash flows. Operating cash flows would also be negatively impacted if we experienced difficulties in the recruitment, retention and our ability to maintain the productivity of our independent consultants and promoters. PartyLite has had several continuous years of decline in the United States and Canada. ViSalus had over 37,000 promoters at December 31, 2013, which represented a decline from over 52,000 promoters at September 30, 2013 and from over 76,000 at December 31, 2012. ViSalus has experienced a decline in its number of promoters since the summer of 2012. Management's key areas of focus have included stabilizing and increasing the consultant and promoter base within PartyLite and ViSalus through training and promotional incentives. While we are making efforts to

43

stabilize and increase the number of active independent sales consultants and promoters within PartyLite and ViSalus and expand our ViSalus business internationally, it may be difficult to do so. If PartyLite's consultant count and ViSalus's promoters continue to decline it will have a negative impact on our liquidity and financial results.

In December 2012, we purchased an additional 8.2% of ViSalus which increased our ownership to 80.9% for a payment of $60.5 million to the ViSalus founders and its other noncontrolling members. In addition, the ViSalus founders and other members of ViSalus exchanged their remaining membership interests for a total of 8,955,730 shares of Series A and Series B Redeemable Preferred Stock of ViSalus Inc. (“Preferred Stock”), which will become redeemable on December 31, 2017 for a total redemption price of $143.2 million. The Preferred Stock is redeemable for cash on December 31, 2017 at a price per share equal to $15.99 unless prior thereto ViSalus shall have effected a “Qualified IPO” or the holders, at their option, elect to convert their Preferred Stock into common shares.
 
On October 20, 2003, we issued $100.0 million of 5.50% Senior Notes due on November 1, 2013. On July 10, 2013 these notes were settled for a total of $73.7 million which included make-whole interest expense of $1.2 million. We recorded this loss on extinguishment of this debt associated with the early retirement of this obligation as interest expense in our third quarter.

On May 10, 2013, we issued $50.0 million principal amount of 6.00% Senior Notes due June 30, 2017. The notes bear interest
payable semi-annually in arrears on May 15 and November 15. Proceeds from this issuance, together with available funds, were
used in July 2013 to retire the outstanding $71.8 million of 5.50% Senior Notes due November 1, 2013 on July 10, 2013. The
indenture governing the 6.00% Senior Notes due 2017 contains affirmative and negative covenants that, among other things,
limit or restrict our and our subsidiaries' ability to incur additional debt, grant negative pledges to other creditors, prepay subordinated indebtedness and certain other indebtedness, pay dividends or make other distributions on capital stock, redeem or repurchase preferred and capital stock, make loans, investments and other restricted payments, engage in acquisitions, enter into transactions with affiliates, sell assets, create liens on assets to secure debt, or effect a consolidation or merger or to sell all, or substantially all, of our assets, in each case, subject to certain qualifications and exceptions set forth in the indenture.

A portion of our cash and cash equivalents is held by our international subsidiaries in foreign banks and, as such, may be subject to foreign taxes, unfavorable exchange rate fluctuations and other factors, including foreign working capital requirements, limiting our ability to repatriate funds to the United States.

In addition, if economic conditions decline, we may be subject to future impairments of our assets, including accounts receivable, inventories, property, plant and equipment, investments, deferred tax assets, goodwill and other intangibles, if the valuations of these assets or businesses decline.

As of December 31, 2013, we had $2.4 million available under an uncommitted facility issued by a bank, to be used for letters of credit through January 31, 2015.  As of December 31, 2013, no amount was outstanding under this facility.

As of December 31, 2013, we had $1.1 million in standby letters of credit outstanding that are fully collateralized through a certificate of deposit funded by us.

As of December 31, 2013 and 2012, Silver Star Brands had approximately $5.5 million and $6.2 million, respectively, of long-term debt outstanding under a real estate mortgage note payable which matures June 1, 2020.  Under the terms of the note, payments of principal and interest are required monthly at a fixed interest rate of 7.89%.


44

The following table summarizes the maturity dates of our contractual obligations as of December 31, 2013:
 
Payments Due by Period
Contractual Obligations (In thousands)
Total
 
Less than 1 year
 
1 - 3 Years
 
4 - 5 Years
 
More than 5 Years
  Long-Term Debt(1)
$
55,529

 
$
678

 
$
1,527

 
$
51,787

 
$
1,537

  Capital Leases(2)
689

 
253

 
244

 
192

 
—

  Interest(3)
12,141

 
3,444

 
6,692

 
1,907

 
98

  Purchase Obligations(4)
45,901

 
42,158

 
2,387

 
1,356

 
—

Operating Leases
28,618

 
9,088

 
11,356

 
5,434

 
2,740

  Redeemable Preferred Stock(5)
143,200

 
—

 
—

 
143,200

 
—

  Unrecognized Tax Benefits(6)
4,035

 
—

 
—

 
—

 
—

Total Contractual Obligations
$
290,113

 
$
55,621

 
$
22,206

 
$
203,876

 
$
4,375

(1) Long-term debt includes 6.00% Senior Notes due 2017 and a mortgage note payable maturing June 1, 2020 (See Note 12 to the Consolidated Financial Statements).
(2) Amounts represent future lease payments, excluding interest, due on eleven capital leases, which end between 2014 and 2019 (See Note 14 to the Consolidated Financial Statements).
(3) Interest expense on long-term debt is comprised of $10.5 million relating to Senior Notes, $1.6 million in mortgage interest, and approximately $85,000 of interest relating to future capital lease obligations.
(4) Purchase obligations consist primarily of open purchase orders for inventory.
(5) Redeemable preferred stock due December 31, 2017 at $15.99 per share for a total redemption price of $143.2 million (See Note 18 to the Consolidated Financial Statements).
(6) There are no unrecognized tax benefits expected to be realized within the next 12 months and $4.0 million for which we are not able to reasonably estimate the timing of the potential future payments (See Note 15 to the Consolidated Financial Statements).
 
On December 13, 2007, our Board of Directors authorized a new stock repurchase program for 3,000,000 shares in addition to 6,000,000 shares authorized under the previous plan. The new stock repurchase program became effective after we exhausted the authorized amount under the old repurchase program.  We repurchased approximately 595,000 shares during the year ended December 31, 2013. As of December 31, 2013, the cumulative total shares purchased under the new and old program was 7,994,422, at a total cost of approximately $275.0 million. The acquired shares are held as common stock in treasury at cost.

During the year ended December 31, 2013 we paid $3.2 million in dividends compared to $3.0 million in 2012. On March 12, 2014 the Board of Directors authorized and declared a cash dividend of $0.05 per share for a total dividend payment of $0.8 million. The dividend is payable to shareholders of record as of April 1, 2014 and will be paid on April 15, 2014.

We do not maintain any off-balance sheet arrangements, transactions, obligations or other relationships with unconsolidated entities that would be expected to a have a material current or future effect upon our financial statements. We utilize foreign exchange forward contracts for operational purposes.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States.  The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.  On an ongoing basis, we evaluate our estimates, including those related to bad debts, sales adjustments, inventories, income taxes, restructuring and impairments, contingencies and litigation.  We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.

45


Note 1 to the Consolidated Financial Statements includes a summary of the significant accounting policies and methods used in the preparation of our consolidated financial statements. The following are our critical accounting policies and methods.

Revenue Recognition

Revenues consist of sales to customers, net of returns and allowances.  We recognize revenue upon delivery, when both title and risk of loss are transferred to the customer. We present revenues net of any taxes collected from customers and remitted to government authorities. We also record revenue on financing fees from past due balances from financing receivables within our Catalog and Internet segment.

Generally, our sales are based on fixed prices from published price lists.  We record estimated reductions to revenue for customer promotions, volume incentives and other promotions.  Should market conditions decline, we may increase customer incentives with respect to future sales.  We also record reductions to revenue based primarily on historical experience, for estimated customer returns and chargebacks that may arise as a result of shipping errors, product damage in transit or for other reasons that can only become known subsequent to recognizing the revenue.  If the amount of actual customer returns and chargebacks were to increase significantly from the estimated amount, revisions to the estimated allowance would be required.  In some instances, we receive payment in advance of product delivery.  Such advance payments occur primarily in our direct selling and direct marketing channels and are recorded as deferred revenue in Accrued expenses in the Consolidated Balance Sheets.  Upon delivery of product for which advance payment has been made, the related deferred revenue is reversed and recorded as revenue.

We establish an allowance for doubtful accounts for customer receivables.  The allowance is determined based on our evaluation of specific customers’ ability to pay, aging of receivables, historical experience and the current economic environment. We believe we are adequately reserved for expected credit losses and will continue to take actions to reduce our exposure to credit losses. While we believe we have appropriately considered known or expected outcomes, our customers’ ability to pay their obligations, including those to us, could be adversely affected by declining retail sales resulting from such factors as contraction in the economy or a general decline in consumer spending.

The sales price for our products sold is fixed prior to the time of shipment to the customer.  Customers do not have the right to return product, except for rights to return that we believe are typical of our industry for such reasons as damaged goods, shipping errors or similar occurrences.

Financing Receivables

During 2012, Silver Star Brands entered into an agreement with a financial services company, to offer financing services, including originating, collecting, and servicing customer receivables related to the purchase of Silver Star Brands products through a private credit financing program. New financing originations, which represent the amounts of financing provided by the service provider to customers, were approximately $17.3 million and $3.2 million for the years ended December 31, 2013 and 2012, respectively. As of December 31, 2013 and 2012, our net financing receivables balances were $5.6 million and $1.7 million, respectively. This balance is recorded in accounts receivable in the Consolidated Balance Sheets and includes income from financing fees which represents income from interest earned on outstanding balances and late fees.

We maintain an allowance to cover expected financing receivable credit losses and evaluate credit loss expectations based on our total portfolio. The allowance for credit losses is determined based on various factors, including historical and anticipated experience, past due receivables, receivable type, and customer risk profile. Accounts become past due and accrue interest 30 days after the first initial billing cycle when a payment due date is missed or only a partial payment is received. As of December 31, 2013 and 2012, the allowance for credit losses was $3.0 million and $0.7 million, respectively. Provisions for the allowance of credit losses are recorded to selling expenses within the Consolidated Statements of Earnings (Loss). We continue to monitor broader economic indicators and their potential impact on future loss performance. We have an extensive process to manage our exposure to customer credit risk, including active management of credit lines and our collection activities. Based on our assessment of the customer financing receivables, we believe that we are adequately reserved. Write-offs recorded to date related to 2013 and 2012 sales were 9.4% and 20.5% of 2013 and 2012 sales, respectively. Our policy is to write-off financing receivables greater than 180 days past due with no collection activity and no receivable is placed on non-accrual status until it is written off. All write-offs are submitted to a third party collection agency.

See Note 5 of the Notes to the Consolidated Financial Statements included in “Part II — Item 8 — Financial Statements and Supplementary Data” for additional information about our financing receivables and the associated allowance.

46


Inventory valuation

Inventories are valued at the lower of cost or market.  Cost is determined by the first-in, first-out method.  We write down our inventory for estimated obsolete, excess and unmarketable inventory by an amount equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand, market conditions, customer programs and sales forecasts.  If market acceptance of our existing products or the successful introduction of new products should significantly decrease, additional inventory write-downs could be required.  Potential additional inventory write-downs could result from unanticipated additional quantities of obsolete finished goods and raw materials, and/or from lower disposition values offered by the parties who normally purchase surplus inventories.

Restructuring and impairment charges on long-lived assets

In response to changing market conditions and competition, our management regularly updates our business model and market strategies, including the evaluation of facilities, personnel and products. Future adverse changes in economic and market conditions could result in additional organizational changes and possibly additional restructuring and impairment charges. Historically, we have reviewed long-lived assets, including property, plant and equipment and other intangibles with definite lives for impairment whenever events or changes in circumstances indicated that the carrying amount of such an asset might not be recoverable.  Management determines whether there has been an impairment on long-lived assets held for use in the business by comparing anticipated undiscounted future cash flow from the use and eventual disposition of the asset or asset group to the carrying value of the asset.  For assets whose aggregate undiscounted cash flows are less than its carrying value, the assets are considered potentially impaired and actual impairments, if any, would be determined to the extent the assets carrying value exceeds its aggregate fair value. Long-lived assets that meet the definition of held for sale are valued at the lower of carrying amount or net realizable value. Assets or asset groups are determined at the lowest level possible for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.

Goodwill

We had approximately $2.3 million of goodwill as of December 31, 2013 and 2012.  Goodwill is subject to an assessment for impairment using a two-step fair value-based test, which is performed at least annually or more frequently if events or circumstances indicate that goodwill might be impaired.

The following circumstances could impact our cash flow and cause further impairments to reported goodwill:
•
unexpected increase in competition resulting in lower prices or lower volumes,
•
entry of new products into the marketplace from competitors,
•
lack of acceptance of our new products into the marketplace,
•
loss of a key employee or customer,
•
significantly higher raw material costs,
•
economic downturn, and
•
other micro/macroeconomic factors.

The December 31, 2013 impairment assessment of the remaining $2.3 million of the goodwill within the Candles & Home Décor Segment unit indicates that it is fully recoverable.

If actual revenue growth, profit margins, costs and capital spending should differ significantly from the assumptions included in our business outlook used in the cash flow models, the reporting unit’s fair value could fall significantly below expectations and additional impairment charges could be required to write down goodwill to its fair value and, if necessary, other long lived-assets could be subject to a similar fair value test and possible impairment. Long-lived assets represent primarily fixed assets and other long-term assets excluding goodwill and other intangibles.

Trade Names and Trademarks
 
Our trade name and trademark intangible assets relate to our acquisitions of Miles Kimball and Walter Drake (reported in the Catalog & Internet segment) and our acquisition of ViSalus beginning in October 2008 (reported in the Health & Wellness segment). We had approximately $8.6 million in trade names and trademarks as of December 31, 2013 and 2012.

47

 
On an annual basis we perform our assessment of impairment for indefinite-lived intangible assets, or upon the occurrence of a triggering event.  We use the relief from royalty method to estimate the fair value for indefinite-lived intangible assets. The underlying concept of the relief from royalty method is that the inherent economic value of intangibles is directly related to the timing of future cash flows associated with the intangible asset. Similar to the income approach or discounted cash flow methodology used to determine the fair value of goodwill, the fair value of indefinite-lived intangible assets is equal to the present value of after-tax cash flows associated with the intangible asset based on an applicable royalty rate. The royalty rate is determined by using existing market comparables for royalty agreements using an intellectual property data base. The arms-length agreements generally support a rate that is a percentage of direct sales. This approach is based on the premise that the free cash flow is a more valid criterion for measuring value than “book” or accounting profits.

During the year ended December 31, 2012, the Exposures brand under the Silver Star Brands business, within the Catalog & Internet segment, experienced substantial declines in revenues when compared to its forecasts and prior years. The Company believes this shortfall in revenue was primarily attributable to decreased consumer spending, due to changes in the business environment and adverse economic conditions. As a result of the impairment analysis performed, the indefinite-lived trade name was determined to be partially impaired, as the fair value of this brand was less than its carrying value. Accordingly, the Company recorded a non-cash pre-tax impairment charge of $0.8 million to Administrative and other expenses in the Consolidated Statements of Earnings (Loss) resulting in a carrying value of $0.6 million.

As of December 31, 2013, we performed our annual impairment analysis on the trade names and trademarks of the Catalog & Internet and ViSalus assets. The three primary assumptions used in the relief from royalty method are the discount rate, the perpetuity growth rate and the royalty rate. This discount rate is used to value the expected net cash flows to be derived from the royalty to its net present value. The discount rate uses a rate of return to account for the time value of money and an investment risk factor. The perpetuity growth rate estimates the businesses' sustainable long-term growth rate. The royalty rate is based upon past royalty performance as well as the expected royalty growth rate using both macro and microeconomic factors surrounding the business. A change in the discount rate is often used by management to risk adjust the discounted cash flow analysis if there is a higher degree of risk that the estimated cash flows from the indefinite-lived intangible asset may not be fully achieved. These risks are often based upon the business units’ past performance, competition, position in the marketplace, acceptance of new products in the marketplace and other macro and microeconomic factors surrounding the business. If, however, actual cash flows should fall significantly below expectations, this could result in an impairment of our indefinite-lived intangible assets.

If the discount rate had increased by 0.5% and royalty rate had decreased by 0.25%, the estimated fair value of the trade names and trademarks within the Catalog & Internet segment would have decreased by $2.0 million to $5.5 million. This decrease would have required us to take an impairment charge of $1.0 million to write-down our indefinite lived intangibles to its estimated fair value. Conversely, if the discount rate had decreased by 0.5% and the royalty rate had increased by 0.25%, the estimated fair value of the trade names and trademarks within the Catalog and Internet segment would have increased by $2.2 million, resulting in no impairment charge. There would have been no impact in the recorded value of the ViSalus trade names and trademarks within the Health & Wellness segment, if the same changes in discount and royalty rate assumptions had occurred as the value would have exceeded its recorded value by $13.6 million and $22.2 million, respectively.
 
Equity Incentive Compensation Expense

Our ViSalus subsidiary has recorded equity incentive compensation expense related to certain equity rights of unit holders that allow the settlement of these awards through a future cash payment. As a result, these awards are classified as a liability and are subject to fair value measurement in accordance with ASC section 718 on “Stock Compensation”. The Company recorded an expense of $11.3 million and $27.1 million in Administrative and other expense, respectively for the year ended December 31, 2012 and the eleven months ended December 31, 2011. In January 2013, the Company made a final payment of $25.3 million to certain equity rights and unit holders associated with the Company's acquisition of ViSalus.

On May 14, 2013, the Board of Directors of ViSalus, Inc. adopted the ViSalus, Inc. 2012 Omnibus Incentive Plan (the “ViSalus Plan”), which allows the Board of Directors of ViSalus to grant nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock units, dividend equivalents and performance compensation awards to employees and others of ViSalus and its affiliates. The objectives of the ViSalus Plan are to attract, retain and provide incentives to employees and others to promote the long-term success of the business. See Note 17 of the Notes to the Consolidated Financial Statements for further information.

Accounting for income taxes


48

As part of the process of preparing our Consolidated Financial Statements, we are required to estimate our actual current tax exposure (state, federal and foreign), together with assessing permanent and temporary differences resulting from differing bases and treatment of items for tax and accounting purposes, such as the carrying value of intangibles, deductibility of expenses, depreciation of property and equipment, and valuation of inventories. Temporary differences result in deferred tax assets and liabilities, which are included within our Consolidated Balance Sheets. We must then assess the likelihood that our deferred tax assets will be recovered from future taxable income. Actual results could differ from this assessment if sufficient taxable income is not generated in future periods. To the extent we determine the need to establish a valuation allowance or change the allowance in a period, we would include this as an expense within the tax provision in the accompanying Consolidated Statements of Earnings (Loss). Management periodically estimates our probable tax obligations using historical experience in tax jurisdictions and informed judgments. There are inherent uncertainties related to the interpretation of tax regulations in the jurisdictions in which we transact business. The judgments and estimates made at a point in time may change based on the outcome of tax audits, as well as changes to or further interpretations of regulations. If such changes take place, there is a risk that the tax rate may increase or decrease in any period. Amounts accrued for the tax uncertainties, primarily recorded in long-term liabilities, total $4.0 million and $2.7 million at December 31, 2013 and 2012, respectively. Accruals relate to tax issues for U.S. federal, domestic state, and taxation of foreign earnings.

Blyth's historical policy has been to consider its unremitted foreign earnings as not indefinitely invested except for amounts deemed required for working capital and expansion needs and as such provide deferred income tax expense on these undistributed earnings. The Company periodically reassesses whether the non-US subsidiaries will invest their undistributed earnings indefinitely.

As of December 31, 2013, we determined that $215.0 million of cumulative undistributed foreign earnings were not reinvested indefinitely by our non-U.S. subsidiaries. For the years ended December 31, 2013 and 2012, we repatriated $38 million and $50 million respectively. As a result, $0.2 million of a reduction to deferred taxes was recorded in the current year as an increase to our Net earnings on those unremitted earnings.
 
Due to the various jurisdictions in which the Company files tax returns and the uncertainty regarding the timing of the settlement of tax audits, it is possible that there could be other significant changes in the amount of unrecognized tax benefits in the year ended December 31, 2013 but the amount cannot be estimated.



49

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk

We have operations outside of the United States and sell our products worldwide.  Our activities expose us to a variety of market risks, including the effects of changes in interest rates, foreign currency exchange rates and commodity prices. These financial exposures are actively monitored and, where considered appropriate, managed by us. We enter into contracts, with the intention of limiting these risks, with only those counterparties that we deem to be creditworthy, and also in order to mitigate our non-performance risk. International sales represented 42% of total sales for the year ended December 31, 2013.

Investment Risk

We are subject to investment risks on our investments due to market volatility.  As of December 31, 2013, we held $8.0 million of short-term bond mutual funds, which have been adjusted to fair value based on current market data.
 
Foreign Currency Risk
 
We use foreign exchange forward contracts to hedge the impact of foreign currency fluctuations on foreign denominated inventory purchases, net assets of our foreign operations, intercompany payables and certain foreign denominated loans. We do not hold or issue derivative financial instruments for trading purposes.

We have hedged the net assets of certain of our foreign operations through foreign currency forward contracts. The realized and unrealized gains/losses on these hedges are recorded within AOCI until the investment is sold or disposed of. The cumulative net after-tax gain related to net investment hedges in AOCI as of December 31, 2013 and 2012 was $2.3 million and $3.9 million, respectively.

We have designated our foreign currency forward contracts related to certain foreign denominated loans and intercompany payables as fair value hedges.  The gains or losses on the fair value hedges are recognized into earnings and generally offset the transaction gains or losses in the foreign denominated loans that they are intended to hedge.

We have designated forward exchange contracts on forecasted intercompany inventory purchases and future purchase commitments as cash flow hedges and as long as the hedge remains effective and the underlying transaction remains probable, the effective portion of the changes in the fair value of these contracts will be recorded in AOCI until earnings are affected by the variability of the cash flows being hedged. Upon settlement of each commitment, the underlying forward contract is closed and the corresponding gain or loss is transferred from AOCI and is included in the measurement of the cost of the acquired asset upon sale.  If a hedging instrument is sold or terminated prior to maturity, gains and losses are deferred in AOCI until the hedged item is settled.  However, if the hedged item is probable of not occurring, the resultant gain or loss on the terminated hedge is recognized into earnings immediately.  The net after-tax unrealized loss included in AOCI at December 31, 2013 for cash flow hedges is $0.1 million and is expected to be transferred into earnings within the next twelve months upon settlement of the underlying commitment. The net after-tax loss included in AOCI at December 31, 2012 for cash flow hedges was $0.1 million.
  
For consolidated financial statement presentation, net cash flows from such hedges are classified in the categories of the Consolidated Statement of Cash Flows with the items being hedged.

The following table provides information about our foreign exchange forward contracts accounted for as cash flow hedges as of December 31, 2013:
(In thousands, except average contract rate)
US Dollar Notional Amount
 
Average Contract Rate
 
Unrealized Loss
Euro
$
7,000

 
$
1.35

 
$
(170
)
 
The foreign exchange contracts outstanding have maturity dates through November 2014.
 

50

Item 8. Financial Statements and Supplementary Data
 

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Blyth, Inc. and subsidiaries

We have audited the accompanying consolidated balance sheets of Blyth, Inc. and subsidiaries (“the Company”) as of December 31, 2013 and 2012, the related consolidated statements of earnings (loss), comprehensive income, stockholders' equity, and cash flows for the years ended December 31, 2013 and 2012, and the eleven month period ended December 31, 2011. Our audits also included the financial statement schedule listed at Item 15(a)(2). These financial statements and schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2013 and 2012, and the consolidated results of its operations and its cash flows for the years ended December 31, 2013 and 2012 and the eleven month period December 31, 2011, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control-Integrated Framework (1992 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 14, 2014 expressed an unqualified opinion thereon.


/s/ Ernst & Young LLP
    
Stamford, Connecticut
March 14, 2014


51

                                                 BLYTH, INC. AND SUBSIDIARIES
                                             Consolidated Balance Sheets
 
 
 
(In thousands, except share and per share data)
December 31, 2013
 
December 31, 2012
ASSETS
 
 

Current assets:
 
 
 
Cash and cash equivalents
$
114,847

 
$
129,056

Short-term investments
7,985

 
32,073

Accounts receivable, less allowance for doubtful receivables $3,932 and $1,274, respectively
12,704

 
9,187

Inventories
75,795

 
90,952

Prepaid assets
18,630

 
18,309

Deferred income taxes
2,198

 
14,305

Other current assets
7,649

 
27,722

Total current assets
239,808

 
321,604

Property, plant and equipment, at cost:
 

 
 

Land and buildings
89,575

 
87,583

Leasehold improvements
12,600

 
9,916

Machinery and equipment
79,479

 
76,028

Office furniture, data processing equipment and software
67,837

 
57,593

Construction in progress
1,848

 
7,070

 
251,339

 
238,190

Less accumulated depreciation
155,911

 
145,082

 
95,428

 
93,108

Other assets:
 

 
 

Investments
2,246

 
2,141

Goodwill
2,298

 
2,298

Other intangible assets, net of accumulated amortization of $15,186 and $14,573, respectively
8,808

 
9,393

Deferred income taxes
10,425

 
—

Other assets
7,764

 
6,379

Total other assets
31,541

 
20,211

Total assets
$
366,777

 
$
434,923

LIABILITIES AND STOCKHOLDERS' EQUITY
 

 
 

Current liabilities:
 

 
 

Current maturities of long-term debt
$
952

 
$
72,532

Accounts payable
33,197

 
32,519

Accrued expenses
58,917

 
95,284

Income taxes payable
779

 
959

Deferred income taxes
585

 
—

Other current liabilities
9,603

 
8,132

Total current liabilities
104,033

 
209,426

Deferred income taxes
—

 
1,951

Long-term debt, less current maturities
55,326

 
5,658

Other liabilities
14,787

 
12,537

Commitments and contingencies
—

 
—

ViSalus redeemable preferred stock
146,603

 
146,547

Stockholders' equity:
 

 
 

Preferred stock - authorized 10,000,000 shares of $0.01 par value; no shares issued
—

 
—

Common stock - authorized 50,000,000 shares of $0.02 par value; issued 26,574,031 shares and 26,505,210 shares, respectively
532

 
530

Additional contributed capital
168,732

 
167,080

Retained earnings
312,036

 
318,299

Accumulated other comprehensive income
16,362

 
14,401

Treasury stock, at cost, 10,557,342 shares and 9,944,239 shares, respectively
(452,040
)
 
(441,774
)
Total stockholders' equity
45,622

 
58,536

Noncontrolling interest
406

 
268

Total equity
46,028

 
58,804

Total liabilities and equity
$
366,777

 
$
434,923


The accompanying notes are an integral part of these consolidated financial statements.
 

52

BLYTH, INC. AND SUBSIDIARIES
Consolidated Statements of Earnings (Loss)
 
For the year ended
 
For the year ended
 
For the eleven months ended
(In thousands, except per share data)
December 31, 2013
 
December 31, 2012
 
December 31, 2011
 
 
 

 

Net sales
$
885,450

 
$
1,179,514

 
$
827,612

Cost of goods sold
312,859

 
391,994

 
291,826

Gross profit
572,591

 
787,520

 
535,786

Selling
387,960

 
516,419

 
361,314

Administrative and other expense
164,980

 
186,535

 
142,350

Total operating expense
552,940

 
702,954

 
503,664

Operating profit
19,651

 
84,566

 
32,122

Other expense (income):
 

 
 

 
 

Interest expense
6,042

 
6,057

 
5,705

Interest income
(635
)
 
(1,724
)
 
(1,301
)
Foreign exchange and other, net
(386
)
 
(909
)
 
200

Total other expense
5,021

 
3,424

 
4,604

Earnings from continuing operations before income taxes and noncontrolling interest
14,630

 
81,142

 
27,518

Income tax expense
11,194

 
31,635

 
7,360

Earnings from continuing operations
3,436

 
49,507

 
20,158

Earnings (loss) from discontinued operations, net of income tax expense of $1,474 and benefit of $1,140, respectively
—

 
2,197

 
(2,445
)
Earnings (loss) on sale of discontinued operations, net of income tax expense of $3,065 and benefit of $1,324, respectively
—

 
5,540

 
(2,458
)
Net earnings
3,436

 
57,244

 
15,255

Less: Net earnings (loss) attributable to noncontrolling interests
1,003

 
13,242

 
(971
)
Net earnings attributable to Blyth, Inc.
2,433

 
44,002

 
16,226

Less: Exchange of redeemable preferred stock in excess of fair value
—

 
(33,956
)
 
—

Less: Accretion to redemption value for ViSalus redeemable preferred stock
(5,471
)
 
—

 
—

Net earnings (loss) attributable to Blyth, Inc. common stockholders
$
(3,038
)
 
$
10,046

 
$
16,226

Basic earnings per share: (a)
 

 
 

 
 

Net earnings (loss) from continuing operations
$
(0.19
)
 
$
0.13

 
$
1.28

Net earnings (loss) from discontinued operations
—

 
0.45

 
(0.30
)
Net earnings (loss) attributable per share of Blyth, Inc. common stock
$
(0.19
)
 
$
0.58

 
$
0.98

Weighted average number of shares outstanding
16,196

 
17,180

 
16,546

Diluted earnings per share: (a)
 

 
 

 
 

Net earnings (loss) from continuing operations
$
(0.19
)
 
$
0.13

 
$
1.27

Net earnings (loss) from discontinued operations
—

 
0.45

 
(0.29
)
Net earnings (loss) attributable per share of Blyth, Inc. common stock
$
(0.19
)
 
$
0.58

 
$
0.98

Weighted average number of shares outstanding
16,196

 
17,247

 
16,656

Cash dividend declared per share
$
0.20

 
$
0.18

 
$
0.85

(a) Basic and diluted earnings (loss) per share are determined on the Net earnings attributable to Blyth, Inc. less the Exchange of redeemable preferred stock in excess of fair value and Accretion to the redemption value for the ViSalus redeemable preferred stock after allocating attributable losses and dividends paid to ViSalus preferred stockholders in excess of fair value.
The accompanying notes are an integral part of these financial statements.

53


BLYTH, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
 
For the year ended
 
For the year ended
 
For the eleven
months ended
(In thousands)
December 31, 2013
 
December 31, 2012
 
December 31, 2011
 Net earnings
$
3,436

 
$
57,244

 
$
15,255

Other comprehensive income (loss), net of tax:
 
 
 
 
 
Foreign currency translation adjustments
1,914

 
3,451

 
(7,868
)
Net unrealized gain (loss) on certain investments
(169
)
 
202

 
707

Net unrealized gain (loss) on cash flow hedging instruments
(154
)
 
(490
)
 
504

Less: Reclassification adjustments for (gain) loss included in net income
370

 
(624
)
 
(583
)
Other comprehensive income (loss)
1,961

 
2,539

 
(7,240
)
Total comprehensive income, net of tax
5,397

 
59,783

 
8,015

Less: comprehensive (income) loss attributable to noncontrolling interests
(1,003
)
 
(13,242
)
 
971

Comprehensive income attributable to Blyth, Inc.
$
4,394

 
$
46,541

 
$
8,986


The accompanying notes are an integral part of these financial statements.


54

BLYTH, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
 
 
 
Blyth, Inc.'s Stockholders
 
 
 
 
 
 
 
 
(In thousands)
Common
Stock
 
Additional
Contributed
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Treasury
Stock
 
Noncontrolling
Interest
 
Total
Equity
 
Redeemable
Noncontrolling
Interest
 
Redeemable Preferred Stock
Balance, January 31, 2011
$
512

 
$
146,356

 
$
511,108

 
$
19,102

 
$
(424,210
)
 
$
(2,103
)
 
$
250,765

 
$
—

 
$
—

Net earnings (loss) for the year
 

 
 

 
16,226

 
 

 
 

 
257

 
16,483

 
(1,228
)
 
 
Distribution to noncontrolling interest
 

 
 

 
 

 
 

 
 

 
(167
)
 
(167
)
 
 

 
 
Reclass of Redeemable Noncontrolling Interest to Noncontrolling Interest
 
 
 

 
 

 
 

 
 

 
2,181

 
2,181

 
(2,181
)
 
 
Other comprehensive loss
 

 
 

 
 

 
(7,240
)
 
 

 
 

 
(7,240
)
 
 

 
 
Common stock issued in connection with long-term incentive plan
2

 
(2
)
 
 

 
 

 
 

 
 

 
—

 
 

 
 
Stock-based compensation
 

 
1,436

 
 

 
 

 
 

 
 

 
1,436

 
 

 
 
Purchase of additional ViSalus interest
 
 
 
 
(2,160
)
 
 
 
 
 
 
 
(2,160
)
 
 
 
 
Accretion of redeemable noncontrolling interest
 
 
 
 
(90,782
)
 
 
 
 
 
 
 
(90,782
)
 
90,782

 
 
Dividends declared ($0.85 per share)
 

 
 

 
(14,043
)
 
 

 
 

 
 

 
(14,043
)
 
 

 
 
Treasury stock purchases (1)
 

 
 

 
 

 
 

 
(2,507
)
 
 

 
(2,507
)
 
 

 
 
Balance, December 31, 2011
$
514

 
$
147,790

 
$
420,349

 
$
11,862

 
$
(426,717
)
 
$
168

 
$
153,966

 
$
87,373

 
$
—

Net earnings for the year
 

 
 

 
44,002

 
 

 
 

 
281

 
44,283

 
12,890

 
71

Distribution to noncontrolling interest
 

 
 

 
 

 
 

 
 

 
(181
)
 
(181
)
 
(5,998
)
 
 
Other comprehensive income
 

 
 

 
 

 
2,539

 
 

 
 

 
2,539

 
 

 
 
Stock-based compensation
2

 
4,676

 
 

 
 

 
 

 
 

 
4,678

 
 

 
 
Purchase of additional ViSalus interest
14

 
14,614

 
 
 
 

 
 

 
 

 
14,628

 
(96,661
)
 
 
Reversal of accretion of redeemable noncontrolling interest, net
 

 
 

 
(2,396
)
 
 

 
 

 
 

 
(2,396
)
 
2,396

 
 
Issuance of redeemable preferred stock, net (2)
 
 
 
 
(140,644
)
 
 
 
 
 
 
 
(140,644
)
 
 
 
146,476

Dividends declared ($0.18 per share)
 

 
 

 
(3,012
)
 
 

 
 

 
 

 
(3,012
)
 
 

 
 
Treasury stock purchases (1)
 

 
 

 
 

 
 

 
(15,057
)
 
 

 
(15,057
)
 
 

 
 
Balance, December 31, 2012
$
530

 
$
167,080

 
$
318,299

 
$
14,401

 
$
(441,774
)
 
$
268

 
$
58,804

 
$
—

 
$
146,547

Net earnings for the year
 

 
 

 
2,433

 
 

 
 

 
313

 
2,746

 
 
 
690

Distribution to noncontrolling interest
 

 
 

 
 

 
 

 
 

 
(175
)
 
(175
)
 
 
 
(6,105
)
Accretion to redemption value for ViSalus redeemable preferred stock
 
 
 
 
(5,471
)
 
 
 
 
 
 
 
(5,471
)
 
 
 
5471

Other comprehensive income
 

 
 

 
 

 
1,961

 
 

 
 

 
1,961

 
 

 
 
Stock-based compensation
2

 
1,652

 
 

 
 

 
 

 
 

 
1,654

 
 

 
 
Dividends paid ($0.20 per share)
 

 
 

 
(3,225
)
 
 

 
 

 
 

 
(3,225
)
 
 

 
 
Treasury stock purchases (1)
 

 
 

 
 

 
 

 
(10,266
)
 
 

 
(10,266
)
 
 

 
 
Balance, December 31, 2013
$
532

 
$
168,732

 
$
312,036

 
$
16,362

 
$
(452,040
)
 
$
406

 
$
46,028

 
$
—

 
$
146,603


(1) This includes shares withheld in order to satisfy employee withholding taxes upon the distribution of vested restricted stock units.
(2) Net amount includes $5.8 million reclassed from accrued expenses to equity as a result of a stock award settlement previously accounted for as a liability and satisfied with the redeemable preferred stock.

The accompanying notes are an integral part of these consolidated financial statements.
 

55

BLYTH, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
 
For the year ended
 
For the year ended
 
For the eleven months ended
(In thousands)
December 31, 2013
 
December 31, 2012
 
December 31, 2011
Cash flows from operating activities:
 
 

 

Net earnings attributable to Blyth
$
2,433

 
$
44,002

 
$
16,226

Less net earnings (loss) attributable to noncontrolling interests
1,003

 
13,242

 
(971
)
(Earnings) loss from discontinued operations, net of tax
—

 
(7,737
)
 
4,903

Earnings from continuing operations
3,436

 
49,507

 
20,158

Adjustments to reconcile earnings to net cash provided by (used in) operating activities:
 

 
 

 
 

Depreciation and amortization
12,987

 
11,239

 
10,172

Loss (gain) on sale of assets
429

 
(582
)
 
(863
)
Stock-based compensation expense of Blyth, Inc.
1,654

 
4,676

 
1,533

Deferred income taxes
2,393

 
979

 
(12,977
)
Impairment of intangible assets
—

 
834

 
—

Changes in operating assets and liabilities:
 

 
 

 
 

Accounts receivable
(3,296
)
 
(2,229
)
 
3,018

Inventories
15,387

 
(196
)
 
(8,053
)
Prepaid and other
9,728

 
(1,283
)
 
(10,625
)
Other long-term assets
(1,254
)
 
(1,531
)
 
641

Accounts payable
181

 
(6,494
)
 
4,817

Accrued expenses
(11,939
)
 
6,355

 
9,718

Income taxes payable
(85
)
 
(6,456
)
 
3,333

Other liabilities and other
2,795

 
(83
)
 
15,468

Net cash provided by operating activities of continuing operations
32,416

 
54,736

 
36,340

Net cash used in operating activities of discontinued operations
—

 
(2,981
)
 
(7,805
)
Net cash provided by operating activities
32,416

 
51,755

 
28,535

Cash flows from investing activities:
 

 
 

 
 

Purchases of property, plant and equipment, net of disposals
(12,358
)
 
(19,393
)
 
(6,318
)
Proceeds from collection of note receivable
10,000

 
—

 
—

Purchases of short-term investments
(21,043
)
 
(63,543
)
 
(39,420
)
Proceeds from sale of short-term investments
44,550

 
66,090

 
15,228

Proceeds from sale of discontinued operations
—

 
23,500

 
31,193

Cash settlement of net investment hedges
(1,356
)
 
(1,874
)
 
—

Proceeds from sales of assets
29

 
539

 
—

Proceeds from sale of long-term investments
105

 
3,650

 
1,728

Net cash provided by investing activities
19,927

 
8,969

 
2,411

Cash flows from financing activities:
 

 
 

 
 

Purchases of treasury stock
(9,961
)
 
(13,434
)
 
(2,231
)
Borrowings on long-term debt
50,000

 
—

 
—

Repayments on long-term debt
(72,402
)
 
(21,722
)
 
(11,031
)
Purchases of additional ViSalus interest
(25,341
)
 
(89,197
)
 
(2,520
)
Payments on capital lease obligations
(259
)
 
(127
)
 
(93
)
Dividends paid
(3,225
)
 
(3,012
)
 
(14,043
)
Distributions to noncontrolling interest
(6,280
)
 
(6,179
)
 
(167
)
Net cash used in financing activities
(67,468
)
 
(133,671
)
 
(30,085
)
Effect of exchange rate changes on cash
916

 
1,432

 
(3,606
)
Net decrease in cash and cash equivalents
(14,209
)
 
(71,515
)
 
(2,745
)
Cash and cash equivalents at beginning of period
129,056

 
200,571

 
203,316

Cash and cash equivalents at end of period
$
114,847

 
$
129,056

 
$
200,571

Supplemental disclosure of cash flow information:
 

 
 

 
 

Cash paid during the year for:
 

 
 

 
 

Interest
$
6,042

 
$
6,140

 
$
6,061

Income taxes
7,107

 
46,511

 
27,227

Non-cash transactions:
 

 
 

 
 

Capital leases for equipment
$
655

 
$
137

 
$
132

Stock issued for ViSalus acquisition
—

 
14,628

 
—

 
The accompanying notes are an integral part of these consolidated financial statements.


56

BLYTH, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
 
Note 1. Summary of Significant Accounting Policies

Blyth, Inc. (the “Company”) is a multi-channel company primarily focused on the direct to consumer market.  The Company designs and markets home fragrance products and decorative accessories, as well as weight management products, nutritional supplements, functional foods and energy drink mixes. The Company’s products include an extensive array of decorative and functional household products such as candles, accessories, seasonal decorations, household convenience items and personalized gifts, as well as meal replacement shakes, nutritional supplements, functional foods, energy drink mixes and health wellness related products. The Company’s products can be found throughout the United States, Canada, Mexico, Europe and Australia. Our financial results are reported in three segments: the Candles & Home Décor segment, the Health & Wellness segment and the Catalog & Internet segment.

A summary of the significant accounting policies applied in the preparation of the accompanying consolidated financial statements follows:

Principles of Consolidation

The consolidated financial statements include the accounts of Blyth, Inc. and its subsidiaries. Certain of the Company’s subsidiaries operate on a 52 or 53-week fiscal year ending on the Saturday closest to December 31. The Company consolidates entities in which it owns or controls more than 50% of the voting shares and/or investments where the Company has been determined to have control. The portion of the entity not owned by the Company is reflected as the noncontrolling interest within the Equity section of the Consolidated Balance Sheets and in the case of the ViSalus redeemable preferred stock, within the mezzanine section of the Consolidated Balance Sheets between Long-term liabilities and Equity. All inter-company balances and transactions have been eliminated in consolidation.

Discontinued Operations
 
In 2012, the Company sold its Sterno business and in 2011 it sold substantially all of the net assets of Midwest-CBK and disposed of the assets and liabilities of the Boca Java business as more fully detailed in Note 4 to the Consolidated financial statements.  The results of operations for these businesses have been reclassified to discontinued operations for all periods presented.

Two-for-one stock split

On May 16, 2012, the Company's Board of Directors announced a two-for-one stock split of its common stock effective in the form of a stock dividend of one share for each outstanding share. The record date for the stock split was June 1, 2012, and the additional shares were distributed on June 15, 2012. Accordingly, all per share amounts, weighted average shares outstanding, shares outstanding and shares repurchased presented in the consolidated financial statements and notes have been adjusted retroactively to reflect the stock split. Shareholders' equity has been retroactively adjusted to give effect to the stock split for all periods presented by reclassifying the par value of the additional shares issued in connection with the stock split from Retained Earnings to Common Stock.

 Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Credit Concentration
 
The Company performs ongoing credit evaluations of its customers and generally does not require collateral.  The Company makes provisions for estimated credit losses. No single customer accounts for 10% or more of Net Sales or Accounts Receivable.

Foreign Currency Translation


57

The Company’s international subsidiaries use their local currency as their functional currency.  Therefore, all Balance Sheet accounts of international subsidiaries are translated into U.S. dollars at the year-end rates of exchange and Statement of Earnings items are translated using the weighted average exchange rates for the period.  Resulting translation adjustments are included in Accumulated Other Comprehensive Income (loss) (“AOCI”) within the Consolidated Balance Sheets. Transactional gains and losses arising from the impact of currency exchange rate fluctuations on transactions in a currency other than the local functional currency are included in Foreign exchange and other, net within the Consolidated Statements of Earnings (Loss).

Investments
 
The Company makes investments from time to time in the ordinary course of its business that may include common and preferred equity securities, debt instruments (all maturing within one year), mutual funds, cost investments and long-term investments and/or joint ventures. The Company’s investments are accounted for in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topics 320 Investments – debt and equity securities and 325 Investments - other. The Company reviews investments for impairment using both quantitative and qualitative factors. Unrealized gains and losses on available-for-sale investment securities that are considered temporary and are not the result of a credit loss are included in AOCI, net of applicable taxes, while realized gains and losses are reported in earnings.

Derivatives and Other Financial Instruments

The Company uses foreign exchange forward contracts to hedge the impact of foreign currency fluctuations on foreign denominated inventory purchases, intercompany payables and certain loans. It does not hold or issue derivative financial instruments for trading purposes.  The Company has also hedged the net assets of certain of its foreign operations through foreign currency forward contracts.

The Company has designated forward exchange contracts on forecasted intercompany purchases and purchase commitments as cash flow hedges and as long as the hedge remains effective and the underlying transaction remains probable, the effective portion of the changes in the fair value of these contracts are recorded in AOCI until earnings are affected by the variability of the cash flows being hedged.  With regard to commitments for inventory purchases, upon payment of each commitment, the underlying forward contract is closed and the corresponding gain or loss is transferred from AOCI upon sale of the asset assigned and is realized in the Consolidated Statements of Earnings (Loss).  If a hedging instrument is sold or terminated prior to maturity, gains and losses are deferred in AOCI until the hedged item is settled.  However, if the hedged item is probable of no longer occurring, the resultant gain or loss on the hedge is recognized into earnings immediately.

The Company has designated its foreign currency forward contracts related to certain foreign denominated loans and intercompany payables as fair value hedges.  The gains or losses on the fair value hedges are recognized into earnings and generally offset the transaction gains or losses in the foreign denominated loans that they are intended to hedge.

For consolidated financial statement presentation, net cash flows from such hedges are classified in the categories of the Consolidated Statement of Cash Flows with the items being hedged. Forward contracts held with each bank are presented within the Consolidated Balance Sheets as a net asset or liability, based on netting agreements with each bank and whether the forward contracts are in a net gain or loss position. Refer to Note 8 for further details on our accounting for derivative instruments.
 
Cash and Cash Equivalents
 
The Company considers all highly-liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.  Insignificant amounts due from credit card companies for the settlement of credit card transactions are included in cash equivalents because they are both short-term and highly-liquid instruments and typically take one to three business days to be received by the Company. The major credit card companies making these payments are highly accredited businesses and the Company does not deem them to have material counterparty credit risk.
 
The Company holds its cash investments with high credit quality financial institutions. Cash balances in the Company’s U.S. concentration accounts are fully insured by the Federal Deposit Insurance Corporation with no limit per bank. The Company has $1.6 million of restricted cash, reported in Investments, in certificates of deposits, of which $1.1 million is used as collateral for standby letters of credit. This cash will be restricted until the standby letters of credit are relieved by the beneficiaries.

Inventories

58


Inventories are valued at the lower of cost or market.  Cost is determined by the first-in, first-out method.  The Company records provisions for obsolete, excess and unmarketable inventory in Cost of goods sold.

Shipping and Handling

The Company classifies shipping and handling fees billed to customers as Revenue, and shipping and handling costs as Cost of goods sold.

Property, Plant and Equipment

Property, plant and equipment are stated at cost, less accumulated depreciation.  Depreciation expense for the years ended December 31, 2013 and 2012 and the eleven months ended December 31, 2011 was $12.4 million, $10.6 million and $9.5 million, respectively.  The amortization of assets obtained through capital leases is also recorded as a component of depreciation expense. Depreciation is provided for principally by use of the straight-line method for financial reporting purposes.  Leasehold improvements are amortized over the lives of the respective leases or the service lives of the improvements, whichever is shorter.  The Company records gains and losses from the sale of property, plant and equipment in operating profit.

The principal estimated lives used in determining depreciation are as follows:

Buildings
27 to 40 years
Leasehold improvements
5 to 10 years
Machinery and equipment
5 to 12 years
Office furniture, data processing equipment and software
3 to 7 years
 
Goodwill and Other Indefinite Lived Intangibles

Goodwill and Other indefinite-lived intangibles are subject to an assessment for impairment at least annually or more frequently if events or circumstances indicate that goodwill or other indefinite lived intangibles might be impaired. The Company performs its annual assessment of impairment for goodwill as of January 31.

For goodwill, the first step is to identify whether a potential impairment exists. This is done by comparing the fair value of a reporting unit to its carrying amount, including goodwill.  Fair value for each of the Company’s reporting units is estimated utilizing a combination of valuation techniques, namely the discounted cash flow methodology. The discounted cash flow analysis assumes the fair value of an asset can be estimated by the economic benefit or net cash flows the asset will generate over the life of the asset, discounted to its present value. The discounting process uses a rate of return that accounts for both the time value of money and the investment risk factors. The market multiple analysis estimates fair value based on what other participants in the market have recently paid for reasonably similar assets. Adjustments are made to compensate for differences between the reasonably similar assets and the assets being valued. The fair value of the reporting units is derived by using a combination of the two valuation techniques described above. If the fair value of the reporting unit exceeds the carrying value, no further analysis is necessary. If the carrying amount of the reporting unit exceeds its fair value, the second step is performed. The second step compares the carrying amount of the goodwill to the estimated fair value of the goodwill. If fair value is less than the carrying amount, an impairment loss is reported as a reduction to the goodwill and a charge to operating expense.
 
For indefinite-lived intangible assets, the Company uses the relief from royalty method to estimate the fair value for indefinite-lived intangible assets and compares this value to book value. The underlying concept of the relief from royalty method is that the inherent economic value of intangibles is directly related to the timing of future cash flows associated with the intangible asset. Similar to the income approach or discounted cash flow methodology used to determine the fair value of goodwill, the fair value of indefinite-lived intangible assets is equal to the present value of after-tax cash flows associated with the intangible asset based on an applicable royalty rate. The royalty rate is determined by using existing market comparables for royalty agreements. The arms-length agreements generally support a rate that is a percentage of direct sales. This approach is based on the premise that the free cash flow is a more valid criterion for measuring value than “book” or accounting profits.

Impairment of Long-Lived Assets


59

The Company reviews long-lived assets, including property, plant and equipment and other intangibles with definite lives for impairment annually or whenever events or changes in circumstances indicated that the carrying amount of such an asset might not be recoverable. When indicators are present, management determines whether there has been an impairment on long-lived assets held for use in the business by comparing anticipated undiscounted future cash flow from the use and eventual disposition of the asset or asset group to the carrying value of the asset.  The amount of any resulting impairment is calculated by comparing the carrying value to the fair value.  Long-lived assets that meet the definition of held for sale are valued at the lower of carrying amount or net realizable value. Assets or asset groups are determined at the lowest level possible for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. For assets whose aggregate undiscounted cash flows are less than its carrying value, the assets are considered potentially impaired and actual impairments, if any, would be determined to the extent the assets carrying value exceeds its aggregate fair value.

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss) (“AOCI”) is comprised of foreign currency cumulative translation adjustments, unrealized gains and losses on certain investments in debt and equity securities and the net gains and losses on cash flow hedging instruments and net investment hedges.  The Company reports, by major components and as a single total, the change in comprehensive income (loss) during the period as part of the Consolidated Statements of Stockholders’ Equity.

The following table discloses the tax effects allocated to each component of other comprehensive income in the financial statements:
 (In thousands)
 
December 31, 2013
 
December 31, 2012
 
December 31, 2011
 
 
Before-Tax Amount
Tax (Expense) or Benefit
Net-of-tax Amount
 
Before-Tax Amount
Tax (Expense) or Benefit
Net-of-tax Amount
 
Before-Tax Amount
Tax (Expense) or Benefit
Net-of-tax Amount
Foreign currency translation adjustments
 
$
(949
)
$
2,863

$
1,914

 
$
2,347

$
1,104

$
3,451

 
$
(4,544
)
$
(3,324
)
$
(7,868
)
Net unrealized gain (loss) on certain investments
 
(260
)
91

(169
)
 
264

(62
)
202

 
1,085

(378
)
707

Net unrealized gain (loss) on cash flow hedging instruments
 
(237
)
83

(154
)
 
(741
)
251

(490
)
 
775

(271
)
504

Less: Reclassification adjustments for (gain) loss included in net income
 
569

(199
)
370

 
(960
)
336

(624
)
 
(896
)
313

(583
)
Other comprehensive income (loss)
 
$
(877
)
$
2,838

$
1,961

 
$
910

$
1,629

$
2,539

 
$
(3,580
)
$
(3,660
)
$
(7,240
)
 
The components of accumulated other comprehensive income (loss), net of tax, for the year ended December 31, 2013
is as follows:
 (In thousands)
Foreign Currency Translation Adjustment
Net unrealized gain (loss) on certain investments
Net unrealized loss on cash flow hedging instruments
Net Investment Hedge gain (loss)
Total
Beginning balance at January 1, 2013
$
10,390

$
191

$
(85
)
$
3,905

$
14,401

Other comprehensive income (loss) before reclassifications
3,515

(169
)
(154
)
(1,601
)
1,591

Amounts reclassified from accumulated other comprehensive income (loss) (1) (2)
—

(241
)
(129
)
—

(370
)
Net current period other comprehensive income (loss)
3,515

72

(25
)
(1,601
)
1,961

Ending balance at December 31, 2013
$
13,905

$
263

$
(110
)
$
2,304

$
16,362

(1) All amounts net of a 35% tax rate.
(2) Reclassified from Accumulated other comprehensive income into Foreign exchange and other, net and Cost of goods sold.

Income Taxes


60

Income tax expense is based on taxable income, statutory tax rates and the impact of non-deductible items. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax basis of assets and liabilities and their reported amounts. The Company periodically estimates whether its tax benefits are more likely than not sustainable on audit, based on the technical merits of the position. There are inherent uncertainties related to the interpretation of tax regulations in the jurisdictions in which the Company transacts business. The judgments and estimates made at a point in time may change based on the outcome of tax audits, as well as changes to or further interpretations of regulations. If such changes take place, there is a risk that the Company's tax rate may increase or decrease in any period.

Deferred tax assets and liabilities reflect the Company's best estimate of the tax benefits and costs expected to realize in the future. The Company establishes valuation allowances to reduce its deferred tax assets to an amount that will more likely than not be realized.

In accordance with ASC 740, “Income Taxes” (“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. A number of years may elapse before an uncertain tax position for which we have established a tax reserve is audited and finally resolved, and the number of years for which we have audits that are open varies depending on the tax jurisdiction (a current summary is provided in Note 15 to the Consolidated Financial Statements). When facts and circumstances change, we reassess these probabilities and record any necessary adjustments to the provision.

The Company determined that a portion of its undistributed foreign earnings are not reinvested indefinitely by its non-U.S. subsidiaries, and accordingly, recorded a deferred income tax expense related to these undistributed earnings. The Company periodically reassesses whether the non-U.S. subsidiaries will invest their undistributed earnings indefinitely.

Revenue Recognition

Revenues consist of sales to customers, net of returns and allowances.  The Company recognizes revenue upon delivery, when both title and risk of loss are transferred to the customer.  The Company presents revenues net of any taxes collected from customers and remitted to governmental authorities. The Company also records revenue on financing fees from past due balances from financing receivables within its Catalog and Internet segment.

The Company records estimated reductions to revenue for customer promotions, volume incentives and other promotions. The Company also records reductions to revenue, based primarily on historical experience, for estimated customer returns and chargebacks that may arise as a result of shipping errors, product damage in transit or for other reasons that can only become known subsequent to recognizing the revenue.  In some instances, the Company receives payment in advance of product delivery and records it as deferred revenue.  Upon delivery of product for which advance payment has been made, the related deferred revenue is reversed and recorded to revenue. Gift card sales are also included in deferred revenue. Upon redemption or when redemption is remote, the related deferred revenue is recorded to revenue. The Company considers applicable escheat laws and historical redemption data when realizing gift card revenue.

The Company has established an allowance for doubtful accounts for its trade and financing receivables.  The allowance is determined based on the Company’s evaluation of specific customers’ ability to pay, aging of receivables, historical experience and the current economic environment. The sales price for the Company’s products is fixed prior to the time of shipment to the customer.  Customers have the right to return product in circumstances for which the Company believes are typical of the industry for such reasons as damaged goods, shipping errors or similar occurrences. Independent consultants within the Candles and Home Decor segment are allowed to return unused product purchased within the past twelve months for a refund of 90% of its original purchase price.

Earnings per Common and Common Equivalent Share

Basic earnings per common share and common share equivalents are computed based upon the weighted average number of shares outstanding during the period. These outstanding shares include both outstanding common shares and vested restricted stock units (“RSUs”) as common stock equivalents. Diluted earnings per common share and common share equivalents reflect the potential dilution that could occur if options and fixed awards to be issued under stock-based compensation arrangements were converted into common stock.
 
Employee Stock Compensation


61

The Company has share-based compensation plans as described in Note 17 to the Consolidated Financial Statements.  In accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) the Company measures and records compensation expense, based on estimated fair values, for all share-based awards made to employees and directors, including stock options, restricted stock and restricted stock units.  The Company recognizes compensation expense for share-based awards expected to vest on a straight-line basis over the requisite service period of the award based on their grant date fair value.

Cost of Goods Sold and Operating Expenses

Cost of goods sold includes the cost of raw materials and their procurement costs, inbound and outbound freight, and the direct and indirect costs associated with the personnel, resources and property, plant and equipment related to the manufacturing, warehousing, inventory management and order fulfillment functions. Selling expenses include commissions paid to consultants and promoters, customer service costs, catalog costs including printing and shipping, the salaries and benefits related to personnel within the marketing and selling functions, costs associated with promotional offers to independent consultants and promoters, allowance for doubtful accounts and other selling and marketing expenses. Administrative and other expenses includes salaries and related benefits associated with various administrative departments, including human resources, legal, information technology, finance and executive, as well as professional fees and administrative facility costs associated with leased buildings, office equipment and supplies.

Promotional Offers to Independent Consultants and Promoters

The Company’s direct selling sales are generated by its independent consultants and promoters, who strive to maximize the interrelated objectives of selling product, scheduling (or booking) parties or events and recruiting new consultants and promoters.  In order to encourage its consultants and promoters to accomplish these goals, the Company makes monthly promotional offers including free or discounted products to consultants, promoters and customers, as well as annual incentive trips and the payment of bonuses to consultants and promoters.

Promotions, including free or discounted products, are designed to increase revenues by providing incentives for customers and guests attending shows whose purchases exceed a certain level. Promotional offers for free products are recorded as a charge to Cost of goods sold when incurred, and promotional offers for discounted products are recorded as a reduction of revenue when incurred with the full cost of the product being charged to Cost of goods sold.  Sales bonuses are awarded based on achieving certain ranks within the compensation plan. These bonuses are paid monthly and are charged to selling expenses when earned.

Annual incentive trips and bonuses are awarded to consultants and promoters who recruit new consultants or promoters or achieve certain sales levels. Estimated costs related to these promotional offers are recorded as compensation within Selling expense as they are earned. For the years ended December 31, 2013 and 2012 and the eleven months ended December 31, 2011, expenses related to promotional activities were recorded of $11.8 million, $15.1 million and $23.5 million, respectively.

Advertising and Catalog Costs

The Company expenses the costs of advertising as incurred, except the costs for direct-response advertising, which are capitalized and amortized over the expected period of future benefit. For the years ended December 31, 2013 and 2012 and the eleven months ended December 31, 2011, advertising expenses were recorded of $74.5 million, $74.4 million and $64.6 million, respectively. As of December 31, 2013 and December 31, 2012, prepaid advertising expenses totaled $8.5 million and $9.4 million, respectively.
 
Direct-response advertising relates to the Silver Star Brands business and consists primarily of the costs to produce direct-mail order catalogs.  The capitalized production costs are amortized for each specific catalog mailing over the period following catalog distribution in proportion to revenues (orders) received, compared to total estimated revenues for that particular catalog mailing.  The amortization period is generally from three to six months and does not exceed twelve months.

In the Candles & Home Décor segment, catalog production costs are capitalized and expensed as the catalogs are distributed, generally over less than a twelve month period.
 
Note 2. New Accounting Pronouncements
 
The following is a list of accounting standards that could have an impact on future financial statements or disclosures upon adoption:

In March 2013, the FASB issued ASU 2013-05, Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative

62

Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an
Investment in a Foreign Entity (“ASU 2013-05”). This amendment clarifies the applicable guidance for the release of
cumulative translation adjustment into net earnings. When an entity ceases to have a controlling financial interest in a
subsidiary or group of assets within a foreign entity, the entity is required to apply the guidance in FASB Accounting Standards
Codification (ASC) Topic 830-30 to release any related cumulative translation adjustment into net earnings. ASU 2013-05 is
effective prospectively for fiscal years, and interim reporting periods within those years, beginning January 1, 2014. The
adoption of this standard is not expected to have a material impact on the Company’s consolidated financial condition or results
of operations.

In July 2013, the FASB issued ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss
Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists ("ASU 2013-11"), which provides guidance for the
financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a
tax credit carryforward exists. The Company will adopt the standard effective January 1, 2014. The adoption of this standard is
not expected to have a material impact on the Company's consolidated financial condition or results of operations.

Note 3. Business Acquisitions
 
In August 2008, the Company signed a definitive agreement to purchase ViSalus, a direct seller of weight management products, nutritional supplements, functional foods and energy drink mixes, through a series of investments. In October 2008, the Company completed its initial investment and acquired a 43.6% equity interest in ViSalus for $13.0 million in cash and incurred acquisition costs of $1.0 million for a total cash acquisition cost of $14.0 million. In April 2011, the Company completed the second phase of its acquisition of ViSalus for approximately $2.5 million, increasing its ownership to 57.5%. In January 2012, the Company completed the third phase of its acquisition of ViSalus and increased its ownership to 72.7% for approximately $22.5 million in cash and the issuance of 681,324 unregistered shares of the Company's common stock valued at $14.6 million, of which 340,662 shares were not able to be sold or transferred prior to January 12, 2014.  Due to the restrictions on transfer, the 340,662 shares of common stock that were not able to be sold or transferred were issued at a discount to the trading price. The payments in the third closing were based upon an estimate of the 2011 EBITDA pursuant to the formula in the original purchase agreement. The Company paid an additional $6.2 million in April 2012 after determination of the actual 2011 EBITDA, bringing the total third phase acquisition cost to $43.3 million.

In December 2012, the Company purchased an additional 8.2% of ViSalus increasing its ownership to 80.9% for a payment of $60.5 million to the ViSalus founders and its other noncontrolling members. In addition, the ViSalus founders and the other members exchanged their remaining membership interests for a total of 8,955,730 shares of Series A and Series B Redeemable Preferred Stock of ViSalus Inc. (“Preferred Stock”) which will become redeemable on December 31, 2017 for a total redemption price of $143.2 million. The Preferred Stock is redeemable for cash on December 31, 2017 at a price per share equal to $15.99 unless prior thereto ViSalus shall have effected a “Qualified IPO” or the holders, at their option, elect to convert their Preferred Stock into common shares of ViSalus. In January 2013, the Company made a final payment of $25.3 million to certain equity rights holders associated with the Company's acquisition of ViSalus.

The Company has accounted for the redeemable preferred stock in accordance with the guidance of ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and the non-codified portions of Emerging Issues Task Force Topic D-98, “Classification and Measurement of Redeemable Securities”. ASC 480 requires preferred securities that are redeemable for cash to be classified outside permanent equity if they are redeemable (1) at a fixed or determinable date, (2) at the option of the holder or (3) upon occurrence of an event that is not solely within the control of the issuer. Accordingly, the Company has classified the preferred stock outside of permanent equity as its redemption has been determined to be not solely within the control of the issuer.

As of December 31, 2013, $146.6 million of Preferred Stock was recorded outside of permanent equity as required by ASC
480. The Company determined the fair value of the Preferred Stock in December 2012 based on an allocation of ViSalus's total
enterprise value to its Preferred and common stock components utilizing an option pricing model. The option pricing model
considered the characteristics of the ViSalus Preferred and common stock, interest rates, expected term and estimated volatility.
The enterprise value was determined using a combination of a discounted cash flow methodology and a publicly traded
company market multiple methodology. The discounted cash flow methodology used an estimated weighted average cost of
capital to discount the estimated future cash flows of ViSalus to its present value. The publicly traded company methodology
used various market multiples with consideration for comparable operating revenues and earnings. The initial recording to fair
value in December 2012 was recorded as a charge to retained earnings since no proceeds were received at the time of issuance.
The difference in recorded value at December 31, 2013 and its previously recorded fair value at December 31, 2012 represents
an accretion adjustment to be recorded on a prorated basis through December 2017 to arrive at the fully accreted value upon
maturity.

63


For the year ended December 31, 2012, the Company recognized an allocation of net earnings attributed to Blyth, Inc. to the preferred stockholders of $34.0 million (or $1.97 per share) due to the issuance of the Preferred Stock based on the excess of its fair value compared to the fair values of the noncontrolling interest exchanged in accordance with ASC 480.

The acquisition of ViSalus involves related parties, as discussed in Note 16 to the Consolidated Financial Statements. In addition to Blyth, the other owners of ViSalus include its three founders (each of whom currently own approximately 4.6% for a total of 13.7%) (“the founders”), Robert B. Goergen (the Company's Chairman of the Board, who owns 1.8%), Robert B. Goergen, Jr. (President and Chief Executive Officer of the Company, who owns 0.1%), Todd A. Goergen (ViSalus's Chief Operating Officer, who owns 0.6%), and a small group of employees and others who collectively own approximately 2.9% of ViSalus. The Company's initial investment in ViSalus of $13.0 million was paid to ViSalus ($2.5 million), Ropart Asset Management Fund, LLC and Ropart Asset Management Fund II, LLC (collectively, “RAM”), ($3.0 million) and each of the three founders ($2.5 million each). The Company's second investment of $2.5 million was paid to RAM ($1.0 million), each of the three founders ($0.3 million each) and others ($0.6 million in the aggregate).  The Company's third investment in ViSalus of $28.7 million in cash and the issuance of 681,324 unregistered shares of common stock, was paid to RAM ($11.0 million in cash), the three founders (a total of $10.1 million in cash and the issuance of a total of 681,324 unregistered shares) and others ($7.6 million in cash, in the aggregate). The Company's fourth investment of $60.5 million was paid to Robert B. Goergen ($5.1 million), Robert B. Goergen, Jr. ($0.2 million), Todd A. Goergen ($1.7 million), each of the three founders ($13.3 million each) and others ($13.6 million in the aggregate). Mr. Goergen, the Company's Chairman of the Board, beneficially owns approximately 35.9% of the Company's outstanding common stock (according to Amendment No.5 to Schedule 13D filed by Mr. Goergen with the Securities and Exchange Commission on December 12, 2013), and together with members of his family, owns substantially all of RAM.

ViSalus has recorded equity incentive compensation expense related to certain equity rights and unit holders that allow the settlement of these awards through a future cash payment. As a result, these awards are classified as a liability and are subject to fair value measurement in accordance with ASC section 718 on “Stock Compensation”. The Company recorded an expense of $11.3 million and $27.1 million in Administrative and other expense, respectively for the year ended December 31, 2012 and the eleven months ended December 31, 2011. In January 2013, the Company made a final payment of $25.3 million to certain equity rights and unit holders associated with the Company's acquisition of ViSalus. On September 26, 2012, ViSalus announced that it had withdrawn its planned initial public offering due to uncertain market conditions. As a result ViSalus recorded $4.7 million of initial public offering fees which were expensed in Administrative and other expense in the Health & Wellness segment for the year ended December 31, 2012.

Note 4. Discontinued Operations
 
On October 29, 2012, the Company completed the sale of its Sterno business for $23.5 million in cash and recorded a gain of $5.5 million, net of tax expenses. For the year ended December 31, 2012 and the eleven months ended December 31, 2011 revenues were $48.3 million and $60.7 million and income before income taxes were $3.7 million and $2.1 million, respectively.

On May 27, 2011, the Company sold substantially all of the net assets of its seasonal, home décor and home fragrance business (“Midwest-CBK”) within the former Wholesale segment for $36.9 million and incurred a loss of $2.5 million, net of tax benefits. The Company received cash proceeds of $23.6 million and a one year promissory note of $11.9 million, included within Other current assets in 2012, partially secured by fixed assets sold at the time of the transaction. On February 4, 2013, the Company and the borrower executed a settlement and release agreement and the borrower paid $10.0 million to the Company as a final settlement of the promissory note. As a result of this settlement, the Company recorded a $1.9 million impairment on the promissory note and recorded other adjustments of $0.3 million, for a net write-down of $1.6 million recorded in Foreign exchange and Other for the year ended December 31, 2012. For the eleven months ended December 31, 2011, revenues were $17.3 million and losses before income taxes were $5.1 million.

These transactions are presented as discontinued operations in the consolidated financial statements and results of operations for the year ended December 31, 2012 and the eleven months ended December 31, 2011.
 
Note 5. Financing Receivables

During 2012, Silver Star Brands entered into an agreement with a financial services company to offer financing services, including originating, collecting, and servicing customer receivables related to the purchase of Silver Star Brands products through a private credit financing program. New financing originations, which represent the amounts of financing provided by the service provider to customers, were approximately $17.3 million and $3.2 million for the years ended December 31, 2013

64

and 2012, respectively. As of December 31, 2013 and 2012, our net financing receivables balances were $5.6 million and $1.7 million, respectively. This balance is recorded in accounts receivable in the Consolidated Balance Sheets and includes income from financing fees which represents income from interest earned on outstanding balances and late fees.

Silver Star Brands maintains an allowance to cover expected financing receivable credit losses and evaluate credit loss expectations based on our total portfolio. The allowance for credit losses is determined based on various factors, including historical and anticipated experience, past due receivables, receivable type, and customer risk profile. Accounts become past due and accrue interest 30 days after the first initial billing cycle when a payment due date is missed or only a partial payment is received. As of December 31, 2013 and 2012, the allowance for credit losses was $3.0 million and $0.7 million, respectively. Provisions for the allowance of credit losses are recorded to selling expenses within the Consolidated Statements of Earnings (Loss). The Company continues to monitor broader economic indicators and their potential impact on future loss performance. The Company has an extensive process to manage its exposure to customer credit risk, including active management of credit lines and its collection activities. Based on our assessment of the customer financing receivables, the Company believes it is adequately reserved. Write-offs recorded to date related to 2013 and 2012 sales were 9.4% and 20.5% of 2013 and 2012 sales, respectively. The Company's policy is to write-off financing receivables greater than 180 days past due with no collection activity and no receivable is placed on non-accrual status until it is written off. All write-offs are submitted to a third party collection agency.

The majority of Silver Star Brands' financing receivables are considered sub-prime credit risk, which represent lower credit quality accounts that are comparable to FICO scores below 600. Credit decisions are based on propriety scorecards, which include the customer's credit history, payment history, credit usage and other credit agency-related elements. Credit scores are obtained prior to a customers initial mailing and then rescored each season and adjusted accordingly. At a minimum each customer is rescored at least every six months.

The following table summarizes the changes in the allowance for financing receivables credit losses for the respective periods:
(In Thousands)
December 31, 2013
December 31, 2012
Allowance for financing receivable credit losses:
 
 
Balance at the beginning of period
$
712

$
—

Provision for credit losses
4,540

716

Write-offs
(2,277
)
(4
)
Recoveries
13

—

Balance at the end of period
$
2,988

$
712


The following table summarizes the age of Silver Star Brands' customer financing receivables, gross, including interest and other finance charges, as of December 31, 2013:
 
December 31, 2013
(In Thousands)
Current
Past Due 1 - 90 Days
91 - 180 Days
Total
Financing Receivables
$5,579
$1,945
$1,015
$8,539

Note 6. Investments

The Company considers all money market funds and debt instruments, including certificates of deposit and commercial paper, purchased with an original maturity of three months or less to be cash equivalents, unless the assets are restricted. The carrying value of cash and cash equivalents approximates its fair value.

The Company’s investments as of December 31, 2013 consisted of a number of financial securities including certificates of deposit, shares in mutual funds invested in short term bonds and a cost investment. The Company accounts for its investments in debt and equity instruments in accordance with ASC 320, “Investments – Debt & Equity Securities.” The Company accounts for its cost investments in accordance with ASC 325, “Investments – Other.” 

The following table summarizes, by major security type, the amortized costs and fair value of the Company’s investments: 

65

 
December 31, 2013
 
December 31, 2012
(In thousands)
Cost Basis(1)
 
Fair Value
 
Net unrealized loss in AOCI(2)
 
Cost Basis(1)
 
Fair Value
 
Net unrealized gain
(loss) in AOCI
Short-term bond mutual funds
$
8,000

 
$
7,985

 
$
(15
)
 
$
17,014

 
$
17,196

 
$
182

Certificates of deposit
1,634

 
1,634

 
—

 
1,779

 
1,779

 
—

Pre-refunded and municipal bonds
—

 
—

 
—

 
15,047

 
14,877

 
(170
)
Other investments
612

 
612

 
—

 
362

 
362

 
—

Total investments
$
10,246

 
$
10,231

 
$
(15
)
 
$
34,202

 
$
34,214

 
$
12

(1) The cost basis represents the actual amount paid less any permanent impairment of that asset.
(2) The Company believes these short-term losses are temporary in nature therefore no permanent impairment is required.

As of December 31, 2013 and 2012, the Company held $8.0 million and $17.2 million of short-term bond mutual funds, which are classified as short-term available for sale investments. Unrealized losses on these investments that are considered temporary are recorded in AOCI.  These securities are valued based on quoted prices in active markets. As of December 31, 2013 and 2012, the Company recorded insignificant unrealized gains and losses, net of tax.
 
Also included in long-term investments are certificates of deposit that are held as collateral for the Company’s outstanding standby letters of credit and for foreign operations of $1.6 million and $1.8 million as of December 31, 2013 and 2012, respectively. These investments are recorded at fair value which approximates cost and interest earned on these is recorded in Interest income in the Consolidated Statements of Earnings (Loss).

Included in Other investments is a $0.4 million investment obtained through the Company's ViSalus acquisition. The Company accounts for this investment on a cost basis under ASC 325. This investment involves related parties as discussed in Note 16.

On November 26, 2013, ViSalus entered into an agreement with a healthy snack manufacturer to acquire a 50% interest in the company for $0.3 million in cash. ViSalus has the option to purchase all of the company's assets for a total purchase price of $0.5 million. As of December 31, 2013, the Company has concluded that it does not have control of the company in accordance with ASC 810 and therefore has accounted for this as an equity investment. Operating results through December 31, 2013 and net assets as of December 31, 2013 are not significant to the Company.

As of December 31, 2012, the Company held $14.9 million of available for sale municipal bonds and advance refunded or escrowed-to-maturity bonds (collectively referred to as “pre-refunded bonds”), which are bonds for which an irrevocable trust has been established to fund the remaining payments of principal and interest. These investments are valued based on quoted prices of similar instruments in inactive markets; interest earned on these investments is realized in Interest income in the Consolidated Statements of Earnings (Loss). As of December 31, 2012, the Company recorded an unrealized loss, net of tax of $0.1 million in AOCI.

In addition to the investments noted above, the Company holds mutual funds as part of a deferred compensation plan which are classified as available for sale. As of December 31, 2013 and 2012, the fair value of these securities was $1.0 million and $0.8 million. These securities are valued based on quoted prices in an active market. Unrealized gains and losses on these securities are recorded in AOCI.  These mutual funds are included in Other assets in the Consolidated Balance Sheets.

The following table summarizes the proceeds and realized gains and losses on the sale of available for sale investments recorded in Foreign exchange and other within the Consolidated Statements of Earnings (Loss) for the year ended December 31, 2013 and 2012. Gains and losses reclassified from AOCI, net to foreign exchange, in the Consolidated Statement of Earnings are calculated using the specific identification method.
 (In thousands)
December 31, 2013
 
December 31, 2012
Net proceeds
$
44,655

 
$
69,740

Realized Gains (Losses)
$
(304
)
 
$
960

 
Note 7. Inventories

The major components of Inventories are as follows:

66

(In thousands)
December 31, 2013
 
December 31, 2012
Raw materials
$
4,628

 
$
6,656

Finished goods
71,167

 
84,296

Total
$
75,795

 
$
90,952


As of December 31, 2013 and 2012, the inventory valuation reserves totaled $8.6 million and $7.3 million, respectively. The Company recorded provisions for obsolete, excess and unmarketable inventory to Cost of goods sold in the Consolidated Statements of Earnings (Loss) for the years ended December 31, 2013 and 2012, and the eleven months ended December 31, 2011 of $6.0 million, $2.9 million and $4.2 million, respectively.

Note 8. Derivatives and Other Financial Instruments
 
The Company uses foreign exchange forward contracts to hedge the impact of foreign currency fluctuations on foreign denominated inventory purchases, net assets of our foreign operations, intercompany payables and loans. It does not hold or issue derivative financial instruments for trading purposes. The Company has hedged the net assets of certain of its foreign operations through foreign currency forward contracts. The realized and unrealized gains/losses on these hedges are recorded within AOCI until the investment is sold or disposed of. As of December 31, 2013, there was one outstanding net investment hedge. The cumulative net after-tax gain related to net investment hedges in AOCI as of December 31, 2013 and 2012 was $2.3 million and $3.9 million, respectively.
 
The Company has designated its foreign currency forward contracts related to certain foreign denominated loans and intercompany payables as fair value hedges.  The gains or losses on the fair value hedges are recognized into earnings and generally offset the transaction gains or losses in the foreign denominated loans that they are intended to hedge.

The Company has designated forward exchange contracts on forecasted intercompany inventory purchases and future purchase commitments as cash flow hedges and as long as the hedge remains effective and the underlying transaction remains probable, the effective portion of the changes in the fair value of these contracts will be recorded in AOCI until earnings are affected by the variability of the cash flows being hedged. Upon settlement of each commitment, the underlying forward contract is closed and the corresponding gain or loss is transferred from AOCI and is included in the measurement of the cost of the acquired asset upon sale.  If a hedging instrument is sold or terminated prior to maturity, gains and losses are deferred in AOCI until the hedged item is settled.  However, if the hedged item is probable of not occurring, the resulting gain or loss on the terminated hedge is recognized into earnings immediately.  The net after-tax unrealized loss included in AOCI at December 31, 2013 for cash flow hedges was $0.1 million and is expected to be transferred into earnings within the next twelve months upon settlement of the underlying commitment. The net after-tax unrealized loss included in AOCI at December 31, 2012 for cash flow hedges was $0.1 million.

For financial statement presentation, net cash flows from such hedges are classified in the categories of the Consolidated Statement of Cash Flows with the items being hedged. Forward contracts held with each bank are presented within the Consolidated Balance Sheets as a net asset or liability, based on netting agreements with each bank and whether the forward contracts are in a net gain or loss position. The foreign exchange contracts outstanding have maturity dates through November 2014.

The table below details the fair value and location of the Company’s hedges in the Consolidated Balance Sheets: 
(In thousands)
December 31, 2013
 
December 31, 2012
 
Derivatives designated as hedging instruments
Accrued Expenses
 
Accrued Expenses
Prepaid
Assets
Foreign exchange forward contracts in an asset position
$
44

 
$
—

$
121

Foreign exchange forward contracts in a liability position
(225
)
 
(131
)
—

Net derivatives at fair value
$
(181
)
 
$
(131
)
$
121


For the years ended December 31, 2013 and 2012, the Company recorded losses of $0.3 million and $0.7 million, respectively, related to foreign exchange forward contracts accounted for as Fair Value hedges to Foreign exchange and other.

Gain and loss activity recorded to Cost of goods sold and reclassified from AOCI to the Company’s cash flow hedges are as follows:

67

 
Cash Flow Hedging Relationships
Amount of Loss
Recognized in AOCI on Derivative
(Effective Portion)
 
Amount of Gain (Loss)
Reclassified from AOCI into Income
(Effective Portion)
(In thousands)
December 31, 2013
December 31, 2012
 
December 31, 2013
December 31, 2012
Foreign exchange forward contracts
$
(274
)
$
(145
)
 
$
(235
)
$
596


For the year ended December 31, 2013 and December 31, 2012, the Company recorded losses of $1.4 million and $1.9 million to AOCI related to foreign exchange forward contracts accounted for as Net Investment hedges.
 
Note 9. Goodwill and Other Intangibles
 
Goodwill is subject to an assessment for impairment using a two-step fair value-based test and, as such, other intangibles are also subject to impairment reviews, which must be performed at least annually or more frequently if events or circumstances indicate that goodwill or other indefinite-lived intangibles might be impaired.

As of December 31, 2013 and 2012, the carrying amount of the Company’s goodwill within the Candles & Home Décor segment was $2.3 million.

Other intangible assets include indefinite-lived trade names and trademarks and customer relationships related to the Company’s acquisition of Miles Kimball and Walter Drake, which are reported in the Catalog & Internet segment; and other intangible assets of ViSalus, which is reported in the Health & Wellness segment.

During the year ended December 31, 2012, the Exposures brand under the Silver Star Brands business, within the Catalog & Internet segment, experienced substantial declines in revenues when compared to its forecasts and prior years. The Company believes this shortfall in revenue was primarily attributable to decreased consumer spending, due to changes in the business environment and adverse economic conditions. As a result of the impairment analysis performed, the indefinite-lived trade name was determined to be partially impaired, as the fair value of this brand was less than its carrying value. Accordingly, the Company recorded a non-cash pre-tax impairment charge of $0.8 million to Administrative and other expenses in the Consolidated Statements of Earnings (Loss) resulting in a carrying value of $0.6 million.

During the eleven months ended December 31, 2011, the Home Marketplaces catalog under the Silver Star Brands business, within the Catalog & Internet segment, was discontinued. Accordingly, the Company recorded a non-cash pre-tax impairment charge of $0.2 million to eliminate the carrying value of the intangible.

For the year ended December 31, 2013, the Company purchased two domain names for $28 thousand within the Health & Wellness segment. For the year ended December 31, 2012, the Company purchased five domain names for $0.9 million within the Health & Wellness segment. These assets will be accounted for as indefinite-lived intangibles.

The indefinite-lived trade names and trademarks were valued at $8.6 million as of December 31, 2013 and 2012, respectively.  The Company does not amortize the indefinite-lived trade names and trademarks, but rather tests for impairment annually and upon the occurrence of a triggering event.

The gross value of all indefinite-lived trade names and trademarks by segment was $28.1 million in the Catalog & Internet segment and $4.2 million in the Health & Wellness segment. The gross value of all customer relationships by segment was $15.4 million in the Catalog & Internet segment.


68

Other intangible assets include the following:
 
Health & Wellness Segment
 
Catalog & Internet Segment
 
Total
(In thousands)
Indefinite-lived trade names and trademarks
 
Indefinite-lived trade names and trademarks
 
Customer
relationships
 
Indefinite-lived trade names and trademarks
 
Customer relationships
Other intangibles at December 31, 2011
$
1,100

 
$
7,400

 
$
1,471

 
$
8,500

 
$
1,471

Additions
900

 
—

 
—

 
900

 
—

Amortization
—

 
—

 
(644
)
 
—

 
(644
)
Impairments
—

 
(834
)
 
—

 
(834
)
 
—

Other intangibles at December 31, 2012
$
2,000

 
$
6,566

 
$
827

 
$
8,566

 
$
827

Additions
28

 
—

 
—

 
28

 
—

Amortization
—

 
—

 
(613
)
 
—

 
(613
)
Other intangibles at December 31, 2013
$
2,028

 
$
6,566

 
$
214

 
$
8,594

 
$
214


Amortization expense is recorded on an accelerated basis over the estimated lives of the customer lists ranging from 5 to 12 years.  For the years ended December 31, 2013 and 2012, amortization expense was $0.6 million. Estimated amortization expense in 2014 is $0.2 million with an insignificant amount to be amortized in 2015. The weighted average remaining life of the Company’s customer lists was 1.1 years at December 31, 2013.

Note 10. Fair Value Measurements
 
The fair-value hierarchy established in ASC 820 prioritizes the inputs used in valuation techniques into three levels as follows:
 
Level-1 – Observable inputs – quoted prices in active markets for identical assets and liabilities
 
Level-2 – Observable inputs other than the quoted prices in active markets for identical assets and liabilities – such as quoted prices for similar instruments, quoted prices for identical or similar instruments in inactive markets, or other inputs that are observable or can be corroborated by observable market data;
 
Level-3 – Unobservable inputs – includes amounts derived from valuation models where one or more significant inputs are unobservable and require the Company to develop relevant assumptions.
 
Assets and Liabilities Measured at Fair Value on a Recurring Basis
 
The following tables summarizes the financial assets and liabilities measured at fair value on a recurring basis as of  December 31, 2013 and 2012, and the basis for that measurement, by level within the fair value hierarchy:
(In thousands)
Balance as of December 31, 2013
 
Quoted prices in active markets for identical assets (Level 1)
 
Significant
other observable inputs
(Level 2)
 
Significant
unobservable inputs
(Level 3)
Financial assets
 
 
 
 
 
 
 
Certificates of deposit
$
1,634

 
$
—

 
$
1,634

 
$
—

Short-term bond mutual funds
7,985

 
7,985

 
—

 
—

Foreign exchange forward contracts
44

 
—

 
44

 
—

Deferred compensation plan assets (1)
1,007

 
1,007

 
—

 
—

Total
$
10,670

 
$
8,992

 
$
1,678

 
$
—

Financial liabilities
 
 
 
 
 
 
 
Foreign exchange forward contracts
$
(225
)
 
$
—

 
$
(225
)
 
$
—

(1) Recorded as an Other asset with an offsetting liability for the obligation to its employees in Other liabilities.

69

(In thousands)
Balance as of December 31, 2012
 
Quoted prices in active markets for identical assets (Level 1)
 
Significant
other observable inputs
(Level 2)
 
Significant
unobservable inputs
(Level 3)
Financial assets
 
 
 
 
 
 
 
Certificates of deposit
$
1,779

 
$
—

 
$
1,779

 
$
—

Pre-refunded bonds
14,877

 
—

 
14,877

 
—

Short-term bond mutual funds
17,196

 
17,196

 
—

 
—

Foreign exchange forward contracts
121

 
—

 
121

 
—

Deferred compensation plan assets (1)
825

 
825

 
—

 
—

Total
$
34,798

 
$
18,021

 
$
16,777

 
$
—

Financial liabilities
 
 
 
 
 
 
 
Foreign exchange forward contracts
$
(131
)
 
$
—

 
$
(131
)
 
$
—

(1) Recorded as an Other asset with an offsetting liability for the obligation to its employees in Other liabilities.
 
The Company values its investments in equity securities within the deferred compensation plan and its investments in short term bond mutual funds using level 1 inputs, by obtaining quoted prices in active markets.  The deferred compensation plan assets consist of shares of mutual funds. The Company also enters into both cash flow and fair value hedges by purchasing foreign currency exchange forward contracts. These contracts are valued using level 2 inputs, primarily observable forward foreign exchange rates. The Company valued its pre-refunded bond investments using information classified as level 2. This data consists of quoted prices of identical instruments in an inactive market and third party bid offers. The certificates of deposit that are used to collateralize some of the Company’s letters of credit have been valued using information classified as level 2, as these are not traded on the open market and are held unsecured by one counterparty.
 
The carrying values of cash and cash equivalents, trade and other receivables and trade payables are considered to be representative of their respective fair values. 
 
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
 
The Company is required, on a non-recurring basis, to adjust the carrying value or provide valuation allowances for certain assets using fair value measurements in accordance with ASC 820. The Company’s assets and liabilities measured at fair value on a nonrecurring basis include property, plant and equipment, goodwill, intangibles and other assets. These assets are not measured at fair value on a recurring basis; however, they are subject to fair value adjustments in certain circumstances, such as when there is evidence that impairment may exist. As of December 31, 2013, there were no indications or circumstances indicating that an impairment might exist.
 
Goodwill and indefinite-lived intangibles are subject to impairment testing on an annual basis, or sooner if circumstances indicate a condition of impairment may exist. The valuation uses assumptions such as interest and discount rates, growth projections and other assumptions of future business conditions. These valuation methods require a significant degree of management judgment concerning the use of internal and external data. In the event these methods indicate that fair value is less than the carrying value, the asset is recorded at fair value as determined by the valuation models. As such, the Company classifies goodwill and other intangibles subjected to nonrecurring fair value adjustments as level 3.

The fair value of the Company’s long-lived assets, primarily property, plant and equipment is reviewed whenever events or changes in circumstances indicate that carrying amount of a long-lived assets may not be recoverable. Management determines whether there has been an impairment of long-lived assets held for use in the business by comparing anticipated undiscounted future cash flow from the use and eventual disposition of the asset or asset group to the carrying value of the asset.  The amount of any resulting impairment is calculated by comparing the carrying value to the fair value.  Long-lived assets that meet the definition of held for sale are valued at the lower of carrying amount or net realizable value.  Assets or asset groups are determined at the lowest level possible for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. For assets whose aggregate undiscounted cash flows are less than its carrying value, the assets are considered potentially impaired and actual impairments, if any, would be determined to the extent the assets carrying value exceeds its aggregate fair values.

The valuation of these assets uses a significant amount of management’s judgment and uses information provided by third parties. The local real estate market, regional comparatives, estimated concessions and transaction costs are all considered

70

when determining the fair value of these assets. Due to the nature of this information and the assumptions made by management, the Company has classified the inputs used in valuing these assets as level 3.

Note 11. Accrued Expenses
 
Accrued expenses consist of the following:
(In thousands)
December 31, 2013
 
December 31, 2012
Compensation and benefits
$
20,162

 
$
33,373

Deferred revenue
10,382

 
13,381

Promotional
7,649

 
6,778

Inventory
3,864

 
613

Professional fees
2,651

 
2,083

Taxes, other than income
2,344

 
2,956

Other
11,865

 
36,100

Total
$
58,917

 
$
95,284


Note 12. Long-Term Debt
 
Long-term debt consists of the following:
(In thousands)
December 31, 2013
 
December 31, 2012
6.00% Senior Notes
$
50,000

 
$
—

5.50% Senior Notes
—

 
71,764

Other
6,278

 
6,426

 
56,278

 
78,190

Less current maturities
(952
)
 
(72,532
)
 
$
55,326

 
$
5,658

 
On October 20, 2003, the Company issued $100.0 million 5.50% Senior Notes due on November 1, 2013 at a discount of approximately $0.2 million. On July 10, 2013 these notes were settled for a total of $73.7 million which included make-whole interest expense of $1.2 million and the Company recorded this loss on extinguishment of the debt as interest expense.

On May 10, 2013, the Company issued $50.0 million principal amount of 6.00% Senior Notes due 2017. The notes bear interest payable semi-annually in arrears on May 15 and November 15. Proceeds from this issuance, together with available funds, were used to retire the then outstanding 5.50% Senior Notes. The indenture governing the 6.00% Senior Notes due 2017 contains affirmative and negative covenants that, among other things, limit or restrict the Company's and its subsidiaries' ability to incur additional debt, grant negative pledges to other creditors, prepay subordinated indebtedness and certain other indebtedness, pay dividends or make other distributions on capital stock, redeem or repurchase preferred and capital stock, make loans, investments and other restricted payments, engage in acquisitions, enter into transactions with affiliates, sell assets, create liens on assets to secure debt, or effect a consolidation or merger or to sell all, or substantially all, of the Company's assets, in each case, subject to certain qualifications and exceptions set forth in the indenture.

As of December 31, 2013 and 2012, Silver Star Brands had approximately $5.5 million and $6.2 million, respectively, of long-term debt outstanding under a real estate mortgage note payable which matures June 1, 2020.  Under the terms of the note, payments of principal and interest are required monthly at a fixed interest rate of 7.89%.

71

Maturities under debt obligations for the years ending December 31 are as follows (In thousands):
 
2014
$
952

2015
880

2016
921

2017
50,967

2018
1,011

Thereafter
1,547

 
$
56,278

 
The Company’s debt is recorded at its amortized cost basis which approximates its fair value.

As of December 31, 2013, the Company had a total of $2.4 million available under an uncommitted bank facility to be used for letters of credit through January 31, 2015.  As of December 31, 2013, no amount was outstanding under this facility.

As of December 31, 2013, the Company had $1.1 million in standby letters of credit outstanding that are collateralized with a certificate of deposit and have an expiration date of March 1, 2014.

Note 13. Employee Benefit Plans

The Company has defined contribution employee benefit plans in both the United States and certain of its foreign locations, covering substantially all eligible non-union employees.  Contributions to all such plans are principally at the Company’s discretion.  Total expense related to all defined contribution plans in the United States for the years ended December 31, 2013 and 2012 and the eleven months ended December 31, 2011 was $2.0 million, $1.7 million and $2.0 million, respectively.

Certain of the Company’s non-U.S. subsidiaries provide pension benefits to employees or participate in government sponsored programs.  The cost of these plans or government sponsored programs was $1.8 million $1.7 million and $1.7 million for the years ended December 31, 2013 and 2012 and the eleven months ended December 31, 2011, respectively. Most employees outside the United States are covered by government sponsored and administered programs. Other contributions to government-mandated programs are not expected to be significant.
 
Note 14. Commitments and Contingencies

The Company utilizes operating and capital leases for a portion of its facilities and equipment.  Generally, the leases provide that the Company pay real estate taxes, maintenance, insurance and other occupancy expenses applicable to leased premises.  Certain leases provide for renewal for various periods at stipulated rates. 
The minimum future rental commitments under operating and capital leases are as follows (In thousands):
 
For the years ending December 31,
 
2014
$
9,374

2015
6,852

2016
4,787

2017
3,271

2018
2,370

and thereafter
2,740

Total minimum payments required
$
29,394


Rent expense for the years ended December 31, 2013 and 2012 and the eleven months ended December 31, 2011 was $8.4 million, $10.7 million and $9.4 million, respectively.

Included within Other current assets on the Company's December 31, 2012 consolidated balance sheet is a miscellaneous receivable of approximately $8.5 million which was being held by a third party bank in connection with a dispute with a former credit card processor. The Company received the full balance in April 2013.


72

The Company, certain of its officers, FVA Ventures, Inc. (“FVA”), ViSalus Holdings, LLC, ViSalus and one of its Founders were named as defendants in a putative class action filed in federal district court in Connecticut on behalf of purchasers of the Company's common stock during the period March to November 2012. On June 3, 2013, the Company and the other defendants moved to dismiss the then-operative amended complaint. In lieu of responding to the motion to dismiss, on June 24, 2013 plaintiff filed a second amended complaint, which is currently operative and names as defendants the Company, certain of its officers, ViSalus Holdings, LLC, ViSalus, and a ViSalus co-founder/promoter. The second amended complaint, which seeks unspecified damages and asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, alleges certain misstatements and omissions by certain defendants, including concerning ViSalus's operations and prospects, and further alleges that certain defendants engaged in a fraudulent or deceptive “scheme.” On August 2, 2013, the Company and the other defendants filed a memorandum of law in support of their motion to dismiss the second amended complaint. On September 12, 2013, plaintiff filed a memorandum of law opposing defendants’ motion to dismiss its second amended complaint, and on October 3, 2013 the Company and the other defendants filed a reply memorandum in support of their motion to dismiss the second amended complaint. Oral argument on the motion was held on March 6, 2014. The Company believes that it has meritorious defenses to the claims asserted against it and it intends to defend itself vigorously.

The Company is also involved in litigation arising in the ordinary course of business, which, in its opinion, will not have a
material adverse effect on its financial position, results of operations or cash flows.
 
Note 15. Income Taxes

Earnings (loss) from operations before income taxes and noncontrolling interest:
 
For the year ended
 
For the eleven months ended
(In thousands)
December 31, 2013
 
December 31, 2012
 
December 31, 2011
United States
$
(22,011
)
 
$
33,523

 
$
(26,057
)
Foreign
36,641

 
47,619

 
53,575

 
$
14,630

 
$
81,142

 
$
27,518

 
Income tax expense attributable to continuing operations consists of the following: 
 
For the year ended
 
For the eleven months ended
(In thousands)
December 31, 2013
 
December 31, 2012
 
December 31, 2011
Current  income tax expense:
 
 
 
 
 
Federal
$
1,276

 
$
23,032

 
$
12,350

State
587

 
1,499

 
549

Foreign
6,938

 
6,125

 
7,438

 
$
8,801

 
$
30,656

 
$
20,337

Deferred income tax expense (benefit):
 

 
 

 
 

Federal
$
2,775

 
$
1,136

 
$
(11,932
)
State
(32
)
 
(374
)
 
(372
)
Foreign
(350
)
 
217

 
(673
)
 
2,393

 
979

 
(12,977
)
 
$
11,194

 
$
31,635

 
$
7,360


Significant components of the Company’s deferred tax assets and liabilities are as follows: 

73

Years ended (In thousands)
December 31, 2013
 
December 31, 2012
Deferred tax assets:
 
 
 
Amortization
$
2,726

 
$
3,942

Accrued expenses and other
6,523

 
6,136

Allowance for doubtful receivables
1,217

 
385

Employee benefit plans
3,059

 
12,120

Inventory reserves
1,979

 
1,060

Foreign tax credits
16,758

 
17,820

Net operating loss
27,318

 
15,159

Capital loss carryforward
1,995

 
4,634

Uncertain tax positions
1,121

 
854

Other reserves
350

 
1,061

Valuation allowance
(18,721
)
 
(19,403
)
 
$
44,325

 
$
43,768

Deferred tax liabilities:
 

 
 

Prepaid and other
$
(8,696
)
 
$
(10,658
)
Undistributed foreign earnings
(13,451
)
 
(11,242
)
Depreciation and amortization
(10,140
)
 
(9,514
)
 
(32,287
)
 
(31,414
)
Net deferred tax asset
$
12,038

 
$
12,354


A valuation allowance for deferred tax assets is recorded to the extent we cannot determine that the ultimate realization of a deferred tax asset is more likely than not. In determining the need for a valuation allowance, we assess the available positive and negative evidence as well as consider available tax planning strategies. The Company’s valuation allowance relates to certain U.S. and non-U.S. tax loss carryforwards, state loss carryforwards, and a U.S. capital loss carryforward, for which the Company believes, due to various limitations in these foreign jurisdictions related to the tax loss carryforwards and due to limitations imposed by U.S. federal and state tax regulations, it is more likely than not that such benefits will not be realized. The change in our valuation allowance primarily related to an increase in certain unrealizable net operating losses and a decrease in expiring capital losses. As of December 31, 2013, the Company had net operating loss carryforwards, of $5.8 million limited by Internal Revenue Code section 382 that will expire on December 31, 2022, $138.7 million of U.S. state net operating losses that will begin to expire in 2014, and foreign net operating losses of $32.7 million that will begin to expire in 2014; however a valuation allowance has been established for these expiring federal, state and foreign NOL’s and no deferred tax asset benefit was recorded. As of December 31, 2013, the Company also had $5.5 million U.S. capital loss carryforward which will begin to expire in 2014. Additionally, as of December 31, 2013, the Company has a foreign tax credit carryforward of $16.8 million and a research credit carryforward of $0.9 million. The Company has determined that future realization of such credits is at least more likely than not. In our determination, we have considered an identified tax planning strategy which would ensure that a significant portion of the credits do not expire unutilized. This strategy is based on our ability to accelerate US taxable income through unremitted foreign earnings and we would undertake such a strategy to realize these tax credit carryforwards prior to the credit’s expiration as it is reasonable, prudent, and feasible.

As of December 31, 2013, the Company determined that $215.0 million of undistributed foreign earnings were not reinvested indefinitely by its non-U.S. subsidiaries.  An accumulated deferred tax liability has been recorded against these undistributed earnings of $13.5 million, an increase of $2.3 million from the prior year. Of the current year change, $0.2 million was recorded as a benefit for undistributed earnings to the Company's Net earnings in the current period.

As of December 31, 2013, undistributed earnings of foreign subsidiaries considered permanently reinvested, for which deferred income taxes have not been provided, were approximately $98.1 million. Determining the tax liability that would arise if these earnings were remitted is not practicable.

A reconciliation of the provision for income taxes to the amount computed at the federal statutory rate is as follows:
 

74

 
For the year ended
 
For the eleven months ended
(In thousands)
December 31, 2013
 
December 31, 2012
 
December 31, 2011
Tax at statutory rate
$
5,121

 
$
28,399

 
$
9,632

Tax effect of:
 

 
 

 
 

U.S. state income taxes, net of federal benefit
313

 
561

 
(15
)
Tax exempt interest
(11
)
 
(22
)
 
(9
)
Other non-deductible expenses and return to provision adjustments
(554
)
 
1,935

 
1,839

Dividend from non-consolidating domestic subsidiary
852

 
1,120

 
—

Valuation allowance release on non-consolidated NOL carryforward
—

 
—

 
(2,287
)
Valuation allowance movement on capital loss carryforward
121

 
(347
)
 
(313
)
Change in reserve for tax contingencies
571

 
(192
)
 
(2,317
)
Foreign dividend and subpart F income
11,203

 
15,020

 
21,278

Tax benefit on undistributed foreign earnings
(185
)
 
(4,507
)
 
(8,465
)
Foreign tax rate differential
(6,237
)
 
(10,380
)
 
(11,956
)
Other
—

 
48

 
(27
)
 
$
11,194

 
$
31,635

 
$
7,360


The following is a reconciliation of the total amounts of unrecognized tax benefits related to uncertain tax positions, excluding interest and penalties, during the year ended December 31, 2013: 
(In thousands)
 

Balance as of January 1, 2013
$
2,679

Gross increases – tax positions prior periods
1,356

Gross decreases – tax positions prior periods
—

Gross increases – tax positions current period
—

Gross decreases – tax positions current period
—

Decreases – settlements with taxing authorities
—

Reductions - lapse of statute of limitations
—

December 31, 2013
$
4,035


As of December 31, 2013, the Company had $4.0 million of gross unrecognized tax benefits, excluding interest and penalties. This amount represents the portion that, if recognized, would impact the effective tax rate.  The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense.  As of December 31, 2013, the Company had $4.4 million accrued for the payment of interest and penalties. Penalties and interest in the amount of $0.2 million and $10 thousand adversely impacted the current year and favorably impacted the prior year tax rate respectively.  As of December 31, 2012, the Company had $4.2 million accrued for the payment of interest and penalties.

Due to the various jurisdictions in which the Company files tax returns and the uncertainty regarding the timing of the settlement of tax audits, it is possible that there could be other significant changes in the amount of unrecognized tax benefits in 2014, but the amount cannot be estimated.

The Company files income tax returns in the U.S. federal jurisdiction, various state and local jurisdictions, and many foreign jurisdictions. The number of years with open tax audits varies depending on the tax jurisdiction.  The Company’s major taxing jurisdictions include the United States (including the state jurisdictions of California, Connecticut, Illinois, Massachusetts and Michigan), Canada, Germany and Switzerland.  In the United States, the Company is currently open to examination by the Internal Revenue Service for fiscal year ended January 31, 2011 and is currently under audit for the calendar years ended December 31, 2011 and December 31, 2012 for Blyth, Inc. and subsidiaries and for the calendar year ended December 31, 2011 for ViSalus. Additionally, in Canada and Germany the Company is open to examination for fiscal years 2008 through 2012 and is currently under audit in Canada for fiscal years ended January 31, 2009 through 2011. In Switzerland, the Company is open to examination for years ended 2009 through 2012. 
 
Note 16. Related Party Transactions


75

In August 2008, the Company signed a membership interest purchase agreement to acquire ViSalus, a network marketing company that sells weight management products, nutritional supplements, functional foods and energy drinks, through a series of investments as discussed in further detail in Note 3. Through December 2012, the Company made investments that increased its ownership in ViSalus to approximately 80.9%. In connection with the December 2012 closing, ViSalus issued shares of its redeemable convertible preferred stock to the holders of the 19.1% of ViSalus that was not owned by the Company. The Company and ViSalus have agreed to redeem all of the shares of preferred stock on December 31, 2017, which date can be extended with the consent of holders of a majority of the voting power of the preferred stock, for $143.2 million, unless prior to such date ViSalus has made an initial public offering of its common stock at a price that indicates a valuation of ViSalus of $800 million or more, in which event the preferred stock will automatically convert into common stock of ViSalus on a one-to-one basis. The threshold valuation in the preceding sentence is an aspirational goal and should not be considered the valuation of ViSalus at the date hereof or to predict ViSalus’s valuation at any time in the future. The Company has guaranteed the performance by ViSalus of its redemption obligation. In the event that ViSalus does not redeem the preferred shares, each of the preferred shares will become convertible into 100 shares of common stock of ViSalus.

At the time of the first closing in October 2008, ViSalus was owned in part by Ropart Asset Management Fund, LLC and related entities (collectively, “RAM”), which owned a significant non-controlling interest in ViSalus. In September 2012, RAM distributed its interest in ViSalus to its members, including Robert B. Goergen, Robert B. Goergen, Jr. and Todd A. Goergen. Robert B. Goergen beneficially owns approximately 35.9% of the Company’s outstanding common stock (according to Amendment No. 5 to Schedule 13D filed by Mr. Goergen with the Securities and Exchange Commission on December 12, 2013), and together with members of his family, owns substantially all of RAM.
 
As of December 31, 2013, Robert B. Goergen, Robert B. Goergen, Jr. and Todd A. Goergen (the son of Robert B. and Pamela M. Goergen and the brother of Robert B. Goergen, Jr.) own 1.8%, 0.1% and 0.6%, respectively, of the outstanding capital stock of ViSalus. In addition, Ryan J. Blair owns 4.6% of the outstanding capital stock of ViSalus. Of the $143.2 million aggregate redemption amount that will be paid upon redemption of the preferred stock in December 2017, $13.2 million will paid to Robert B. Goergen, $0.5 million will be paid to Robert B. Goergen, Jr., $4.5 million will be paid to Todd A. Goergen (and trusts affiliated with him) and $34.3 million will be paid to Ryan J. Blair.

Dividends. In 2013, ViSalus paid cash dividends to its shareholders, including $1.5 million to Ryan Blair, $0.6 million to Robert B. Goergen, $0.2 million to Todd A. Goergen (and trusts affiliated with him) and $23.0 thousand to Robert B. Goergen, Jr. ViSalus has adopted a dividend policy and has declared and paid dividends out of available cash reserves. Ryan Blair received 4.6%, Robert B. Goergen received 1.8%, Todd A. Goergen (and trusts affiliated with him) received 0.6% and Robert B. Goergen, Jr. received 0.1%, consistent with their ownership interests.

FragMob. ViSalus entered into an agreement with FragMob LLC in October 2011 under which FragMob agreed to provide ViSalus with software development and hosting services for a mobile phone application that allows ViSalus's promoters to access their ViNet promoter account information on their smart phones. In March 2012, ViSalus added a second application, a credit card swiper for mobile phones, to the services provided by FragMob pursuant to the agreement. In September 2012, ViSalus and FragMob entered into a new revised agreement that extended the terms to December 31, 2014 and revised certain terms of the agreement. Ryan Blair directly and indirectly owns a total of 11.8% of FragMob, RAM directly and indirectly owns a total of 7.1% of FragMob and Todd A. Goergen indirectly owns 5.3% of FragMob. Fees paid to FragMob for the year ended December 31, 2013 and 2012 for both services were $1.8 million and $2.6 million, respectively. ViSalus also purchased approximately $1.2 million of mobile credit card swiper devices from FragMob in 2012.

Software Services. ViSalus’s promoters may use a direct-selling software, which provides the promoters with an array of promoter and corporate web modules. ViSalus licenses this software pursuant to a software and hosting services agreement that expires in June 2014 and has annual renewal terms. ViSalus currently owns approximately 2.6% of this software provider. In addition, Ryan J. Blair owns directly and indirectly a total of 2.2%, RAM directly and indirectly owns a total of 4.8% and Todd A. Goergen indirectly owns 0.8% of the software provider. Fees paid to the company for software licensing and other services for the years ended December 31, 2013 and 2012 were $1.7 million, respectively.

Employment Agreement with Todd A. Goergen. In February 2014, Todd A. Goergen became the Chief Operating Officer of ViSalus. Mr. Goergen's base salary is $500,000 and he has an annual target bonus opportunity equal to 100% of his base salary (with a maximum annual bonus opportunity equal to 200% of his base salary). In May 2013, Todd A. Goergen was issued 507,375 RSUs and 620,125 nonqualified stock options under the ViSalus Plan. Todd A. Goergen is also a member of the Board of Directors of ViSalus.

Management Services with ViSalus. On July 25, 2012, ViSalus and the Company entered into a management services agreement whereby the Company will provide certain administrative support services to ViSalus for what is believed to be an

76

arm's length price for such services. The basis for determining the price for the services is on a cost recovery basis and requires ViSalus to pay for such services within 30 days of receipt of the invoice. The agreement terminates on December 31, 2015 but can be amended by either party. The estimated cost of services to be provided in 2014 is $1.1 million.

RAM Sublease. For the years ended December 31, 2013 and 2012 RAM paid the Company $0.2 million to sublet office space, which the Company believes approximates the fair market rental for the rental period.

Note 17. Stock-Based Compensation

Summary of Plans

As of December 31, 2013, the Company had one active stock-based compensation plan, the Second Amended and Restated Omnibus Incentive Plan (“2003 Plan”), available to grant future awards. There were 2,040,897 shares authorized for grant as of December 31, 2013, and approximately 1,707,674 shares available for grant under the 2003 Plan. The Company’s policy is to issue new shares of common stock for all stock options exercised and restricted stock grants.
 
The Board of Directors and the stockholders of the Company have approved the adoption and subsequent amendments of the 2003 Plan. The 2003 Plan provides for grants of incentive and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, dividend equivalents and other stock unit awards to officers and employees. The 2003 Plan also provides for grants of nonqualified stock options to directors of the Company who are not, and who have not been during the immediately preceding 12-month period, officers or employees of the Company or any of its subsidiaries. Restricted stock and restricted stock units (“RSUs”) are granted to certain employees to incent performance and retention. RSUs issued under these plans provide that shares awarded may not be sold or otherwise transferred until restrictions have lapsed. The release of RSUs on each of the vesting dates is contingent upon continued active employment by the employee until the vesting dates.
 
Stock-based compensation expense recognized during the period is based on the value of the portion of stock-based payment awards that is ultimately expected to vest during the period. Stock-based compensation expense recognized in the Company’s Consolidated Statements of Earnings (Loss) for the years ended December 31, 2013 and 2012 and the eleven months ended December 31, 2011 included compensation expense for restricted stock, RSUs and stock-based awards granted subsequent to January 31, 2006 based on the grant date fair value estimated in accordance with the provisions of ASC 718, “Compensation—Stock Compensation” (“ASC 718”). The Company recognizes these compensation costs net of a forfeiture rate for only those awards expected to vest, on a straight-line basis over the requisite service period of the award, which is over periods of 3 years for stock options; 2 to 5 years for employee restricted stock and RSUs; and 1 to 2 years for non-employee restricted stock and RSUs. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

Transactions related to restricted stock and RSUs are summarized as follows:
 
Shares
 
Weighted Average
Grant Date Fair Value
 
Aggregate Intrinsic Value
(In thousands)
Nonvested restricted stock and RSUs at December 31, 2011
202,656

 
$
21.10

 
 
Granted
76,998

 
36.18

 
 
Vested
(149,472
)
 
20.47

 
 
Forfeited
(7,500
)
 
25.38

 
 

Nonvested restricted stock and RSUs at December 31, 2012
122,682

 
$
31.06

 
$
1,908

Granted
60,422

 
16.08

 
 

Vested
(76,883
)
 
28.75

 
 

Forfeited
(5,481
)
 
23.65

 
 

Nonvested restricted stock and RSUs at December 31, 2013
100,740

 
$
24.25

 
$
1,096

Total restricted stock and RSUs at December 31, 2013
158,630

 
$
28.79

 
$
1,726

 
Compensation expense related to restricted stock and RSUs for the years ended December 31, 2013 and 2012 and the eleven months ended December 31, 2011 was approximately $1.7 million, $4.6 million and $1.5 million, respectively. The total recognized tax benefit for the years ended December 31, 2013 and 2012 and the eleven months ended December 31, 2011 was

77

approximately $0.6 million, $1.7 million and $0.5 million, respectively. The total intrinsic value of restricted stock and RSUs vested for the years ended December 31, 2013 and 2012 was $0.6 million and $0.8 million, respectively. The weighted average grant date fair value of restricted stock and RSUs granted during the years ended December 31, 2013 and 2012 and the eleven months ended December 31, 2011 was approximately $16, $36 and $24 per share, respectively. The average grant date fair value of restricted stock and RSUs vested for the years ended December 31, 2013 and 2012 and the eleven months ended December 31, 2011 was approximately $29, $20 and $23 per share, respectively.
 
As of December 31, 2013, there was $0.5 million of unearned compensation expense related to non-vested restricted stock and RSU awards.  This cost is expected to be recognized over a weighted average period of 1.0 years. The total unrecognized stock-based compensation cost to be recognized in future periods as of December 31, 2013 does not consider the effect of stock-based awards that may be issued in subsequent periods.

Transactions involving stock options are summarized as follows:
 
 
Option Shares
 
Weighted Average Exercise Price
 
Weighted Average
 Remaining Contractual Life
 
Aggregate Intrinsic Value
Outstanding at December 31, 2011
70,100

 
$
54.88

 
0.91
 
—

Options expired
(40,350
)
 
55.19

 
 
 
 

Outstanding and exercisable at December 31, 2012
29,750

 
54.46

 
0.50
 
—

Options expired
(27,250
)
 
53.64

 
 
 
 

Outstanding and exercisable at December 31, 2013
2,500

 
$
63.37

 
0.69
 
—


At December 31, 2013 and 2012, options to purchase 2,500 and 29,750 shares, respectively, were vested and exercisable.

The aggregate intrinsic value in the table above represents the difference between the Company’s closing stock price on the last trading day for the year ended December 31, 2013 and the exercise price, multiplied by the number of in-the-money options that would have been received by the option holders had all option holders exercised their options on December 31, 2013. Intrinsic value will change in future periods based on the fair market value of the Company’s stock and the number of shares outstanding. There were no grants or exercises in the years ended December 31, 2013 and 2012 and the eleven months ended December 31, 2011.
 
All per share amounts, including weighted average option exercise prices and weighted average grant date fair value amounts, as well as shares outstanding and all share activity have been adjusted retroactively to reflect the two-for-one stock split that took place on June 15, 2012.

ViSalus, Inc. 2012 Omnibus Incentive Plan

On May 14, 2013, the Board of Directors of ViSalus, Inc. adopted the ViSalus, Inc. 2012 Omnibus Incentive Plan (the “ViSalus
Plan”), which allows the Board of Directors of ViSalus to grant nonqualified stock options, incentive stock options, stock
appreciation rights, restricted stock units, dividend equivalents and performance compensation awards to employees and others
of ViSalus and its affiliates. The objectives of the ViSalus Plan are to attract, retain and provide incentives to employees and
others to promote the long-term success of the business. In May 2013, 7,050,000 shares were authorized for grant under this
plan by the Board of Directors of ViSalus and 348,149 shares were available for grant as of December 31, 2013.

Transactions related to restricted stock and RSUs are summarized as follows:

For the year ended December 31, 2013, 3,401,713 RSUs were issued, 215,850 forfeited and 3,185,863 outstanding. Compensation expense related to RSUs for the year ended December 31, 2013 was $0.6 million. The total recognized tax benefit for the year ended December 31, 2013 was $0.2 million. As of December 31, 2013, there was $2.7 million of unearned compensation expense related to non-vested RSUs. This cost is expected to be recognized over a weighted average period of 5.1 years. RSUs vest over an eight-year period beginning October 1, 2014 through October 1, 2020.

Transactions involving stock options are summarized as follows:

For the year ended December 31, 2013, 3,649,038 stock options were issued, 133,050 forfeited and 3,515,988 outstanding. Compensation expense related to nonqualified stock options for the year ended December 31, 2013 was $49 thousand. The total

78

recognized tax benefit for the year ended December 31, 2013 was $17 thousand. As of December 31, 2013, there was $11 thousand of unearned compensation expense related to non-vested nonqualified stock options awards. This cost is expected to be recognized over a weighted average period of 9.2 years. Nonqualified stock options vest over an eight-year period beginning October 1, 2013 through October 1, 2020.

The fair value of the RSUs and nonqualified stock options were determined using a discounted cash flow methodology. The discounted cash flow methodology used an estimated weighted average cost of capital to discount the estimated future cash flows of ViSalus to its present value.

ViSalus is required to estimate the expected forfeiture rate and only recognizes expense for those shares and options expected
to vest. If the actual forfeiture rate is materially different from the estimate, the share-based compensation expense could be
materially different.

The ViSalus Plan permits its participants to elect to have ViSalus purchase some or all of the shares acquired under the ViSalus
Plan upon the vesting of RSUs or exercise of stock options unless such purchase would materially adversely affect ViSalus or
would violate, or be prohibited by, the terms of any lending arrangements of the Company or ViSalus. These put rights
automatically terminate upon an initial public offering of the common stock of ViSalus. Awards subject to these “put rights”
may be classified as a liability and are subject to fair value measurement in accordance with ASC section 718 on “Stock
Compensation”. Additional expense (or expense reduction) may be recorded in future periods for increases (or decreases) in the
fair value of these awards. The fair value of these awards is based on ViSalus's future operating performance and may change
significantly if ViSalus's sales forecasts and operating profits exceed or fall short of projections.

Note 18. Redeemable Preferred Stock

In December 2012, the Company and the ViSalus founders and the other noncontrolling members reached an agreement and exchanged their remaining ViSalus membership interests for a total of 8,955,730 shares of Series A and Series B Redeemable Preferred Stock of ViSalus Inc. (“Preferred Stock”), which will become redeemable on December 31, 2017 for a total redemption price of $143.2 million (See Note 3). The shares are redeemable for cash on December 31, 2017 at a price per share equal to $15.99 unless prior thereto ViSalus shall have effected a “Qualified IPO” or the holders, at their option, elect to convert their Preferred Stock into common shares of ViSalus. The Preferred Stock is convertible into Class A and Class B common stock of ViSalus on a one for one basis. Preferred Stockholders have the same rights to earnings, dividends and voting as their common stock equivalents. ViSalus intends to pay quarterly dividends to its preferred and common stockholders (on an as-converted common stock basis) in an amount equal to its excess cash reserves, if any. In the event of a voluntary or involuntary liquidation or dissolution, the holders of the Preferred Stock are entitled to be paid out of the assets of ViSalus prior to making any payment to common stock holders. The balance at December 31, 2013 represents the fair value plus an accretion adjustment to arrive at its redemption value at December 31, 2017. In 2013, the Company recorded an earnings per share charge of $5.5 million or $0.34 per share representing the accretion adjustment to its redemption value after allocating attributable losses and dividends paid to preferred stock holders in excess of earnings.

Note 19. Earnings Per Share
 
Vested restricted stock units issued under the Company’s stock-based compensation plans participate in a cash equivalent of the dividends paid to common shareholders and are not considered contingently issuable shares. Accordingly, these RSUs are included in the calculation of basic and diluted earnings per share as common stock equivalents. RSUs that have not vested and are subject to a risk of forfeiture are included solely in the calculation of diluted earnings per share.


79

The components of basic and diluted earnings per share are as follows:
 
For the year ended
 
For the year ended
 
For the eleven months ended
(In thousands)
December 31, 2013
 
December 31, 2012
 
December 31, 2011
Net earnings attributable to Blyth, Inc.
$
2,433

 
$
44,002

 
$
16,226

Less: Exchange of redeemable preferred stock in excess of fair value
—

 
(33,956
)
 
—

Less: Accretion to redemption value for ViSalus redeemable preferred stock
(5,471
)
 
—

 
—

Net earnings (loss) attributable to Blyth, Inc. common stockholders
$
(3,038
)
 
$
10,046

 
$
16,226

Weighted average number outstanding:
 

 
 

 
 

Common shares
16,141

 
17,113

 
16,467

Vested restricted stock units
55

 
67

 
79

Weighted average number of common shares outstanding:
 

 
 

 
 

Basic
16,196

 
17,180

 
16,546

Dilutive effect of stock options and non-vested restricted shares units
—

 
67

 
110

Diluted
16,196

 
17,247

 
16,656

Basic earnings (loss) per share attributable to common stockholders
 

 
 

 
 

Net earnings (loss) from continuing operations
$
(0.19
)
 
$
0.13

 
$
1.28

Net earnings (loss) from discontinued operations
—

 
0.45

 
(0.30
)
Net earnings (loss) attributable per share of Blyth, Inc. common stock
$
(0.19
)
 
$
0.58

 
$
0.98

Diluted earnings (loss) per share attributable to common stockholders
 

 
 

 
 

Net earnings (loss) from continuing operations
$
(0.19
)
 
$
0.13

 
$
1.27

Net earnings (loss) from discontinued operations
—

 
0.45

 
(0.29
)
Net earnings (loss) attributable per share of Blyth, Inc. common stock
$
(0.19
)
 
$
0.58

 
$
0.98

 
As of December 31, 2013, 2012 and 2011, options to purchase 2,500, 29,750 and 70,100 shares of common stock, respectively, are not included in the computation of diluted earnings per share because the effect would be antidilutive.

All weighted average shares outstanding in the calculation of basic and diluted earnings per share have been adjusted retroactively to reflect the two-for-one stock split that took place on June 15, 2012.

Note 20. Treasury and Common Stock
 
Treasury Stock (In thousands, except shares)
Shares
 
Amount
Balance at January 31, 2011
9,122,028

 
$
(424,210
)
Treasury stock purchases
70,000

 
(2,231
)
Treasury stock withheld in connection with long-term incentive plan
12,312

 
(276
)
December 31, 2011
9,204,340

 
$
(426,717
)
Treasury stock purchases
694,636

 
(13,434
)
Treasury stock withheld in connection with long-term incentive plan
45,263

 
(1,623
)
December 31, 2012
9,944,239

 
$
(441,774
)
Treasury stock purchases
594,582

 
(9,961
)
Treasury stock withheld in connection with long-term incentive plan
18,521

 
(305
)
Balance at December 31, 2013
10,557,342

 
$
(452,040
)


80

Common Stock (In thousands, except shares)
Shares
 
Amount
Balance at January 31, 2011
25,583,030

 
$
512

Common stock issued in connection with long-term incentive plan
58,454

 
2

December 31, 2011
25,641,484

 
$
514

Common stock issued for the purchase of additional ViSalus interest
681,324

 
14

Common stock issued in connection with long-term incentive plan
182,402

 
2

December 31, 2012
26,505,210

 
$
530

Common stock issued in connection with long-term incentive plan
68,821

 
2

Balance at December 31, 2013
26,574,031

 
$
532


All share amounts, including shares outstanding and activity of Treasury stock and Common stock have been adjusted retroactively to reflect the two-for-one stock split that took place on June 15, 2012.

Note 21. Segment Information
 
The Company’s products include an extensive array of decorative and functional household products such as candles, accessories, seasonal decorations, household convenience items, personalized gifts, as well as meal replacement shakes, nutritional supplements, functional foods, energy drink mixes and health wellness related products. The Company's products can be found throughout the United States, Canada, Mexico, Europe and Australia. The Company's financial results are reported in three segments: the Candles & Home Décor segment, the Health & Wellness segment and the Catalog & Internet segment.
 
Within the Candles & Home Décor segment, the Company designs, manufactures or sources, markets and distributes an extensive line of products including scented candles, candle-related accessories and other fragranced products under the PartyLite® brand. Products in this segment are sold through networks of independent sales consultants. PartyLite brand products are sold in the United States, Canada, Mexico, Europe and Australia.

Within the Health & Wellness segment, the Company operates ViSalus, which is focused on selling meal replacement shakes, nutritional supplements, functional foods and energy drink mixes. Products in this segment are sold through networks of independent sales promoters. ViSalus brand products are sold in the United States, Canada, the United Kingdom, Germany and Austria.

Within the Catalog & Internet segment, under the Silver Star Brands name, the Company designs, sources and markets a broad range of household convenience items, health and wellness products, holiday cards, personalized gifts, kitchen accessories, premium photo albums and frames. These products are sold directly to the consumer under the Miles Kimball®, Walter Drake®, Easy Comforts®, As We Change® and Exposures® brands. These products are sold in the United States and Canada.

Operating profit in all segments represents net sales less operating expenses directly related to the business segments and corporate expenses allocated to the business segments.  Other expense includes Interest expense, Interest income, and Foreign exchange and other which are not allocated to the business segments.  Identifiable assets for each segment consist of assets used directly in its operations and intangible assets, if any, resulting from purchase business combinations.  Unallocated Corporate within the identifiable assets include cash and cash equivalents, short-term investments, discontinued operations, prepaid income tax, corporate fixed assets, deferred debt costs and other long-term investments, which are not allocated to the business segments.

The geographic area data includes net sales based on product shipment destination and long-lived assets, which consist of fixed assets, based on physical location.
 

81

Operating Segment Information 
(In thousands)
For the year ended
 
For the eleven months ended
Financial Information
December 31, 2013
 
December 31, 2012
 
December 31, 2011
 
December 31, 2011
Net Sales
 
 
(3)
 
(unaudited) (3)
 
(3)
Candles & Home Décor
$
390,797

 
$
417,267

 
$
495,679

 
$
464,402

Health & Wellness
351,187

 
623,533

 
230,493

 
225,832

Catalog & Internet
143,466

 
138,714

 
152,918

 
137,378

Total
$
885,450

 
$
1,179,514

 
$
879,090

 
$
827,612

Earnings (1)
 

 
 

 
 

 
 

Candles & Home Décor
$
21,182

 
$
20,438

 
$
30,268

 
$
30,306

Health & Wellness
(1,130
)
 
69,167

 
2,591

 
2,895

Catalog & Internet
(401
)
 
(5,039
)
 
(622
)
 
(1,079
)
Operating profit
19,651

 
84,566

 
32,237

 
32,122

Other Expense/(Income) (4)
(5,021
)
 
(3,424
)
 
(6,583
)
 
(4,604
)
Earnings before income taxes and non-controlling interest
$
14,630

 
$
81,142

 
$
25,654

 
$
27,518

Identifiable Assets
 

 
 

 
 

 
 

Candles & Home Décor
176,062

 
189,147

 
204,798

 
204,798

Health & Wellness
57,995

 
93,821

 
60,243

 
60,243

Catalog & Internet
50,880

 
50,661

 
52,334

 
52,334

Unallocated  Corporate
81,840

 
101,294

 
197,919

 
197,919

Total
$
366,777

 
$
434,923

 
$
515,294

 
$
515,294

Capital Expenditures (2)
 

 
 
 
 

 
 

Candles & Home Décor
2,819

 
7,792

 
4,604

 
3,997

Health & Wellness
9,297

 
10,192

 
347

 
341

Catalog & Internet
223

 
896

 
1,628

 
1,550

Unallocated Corporate
19

 
513

 
617

 
430

Total
$
12,358

 
$
19,393

 
$
7,196

 
$
6,318

Depreciation and Amortization
 

 
 

 
 

 
 

Candles & Home Décor
6,616

 
6,499

 
7,082

 
6,421

Health & Wellness
3,098

 
1,107

 
422

 
399

Catalog & Internet
3,022

 
3,377

 
3,268

 
2,963

Unallocated Corporate
251

 
256

 
435

 
389

Total
$
12,987

 
$
11,239

 
$
11,207

 
$
10,172

Geographic Information
 

 
 

 
 

 
 

Net Sales
 

 
 

 
 

 
 

United States
$
509,445

 
$
707,126

 
$
434,587

 
$
409,011

International
376,005

 
472,388

 
444,503

 
418,601

Total
$
885,450

 
$
1,179,514

 
$
879,090

 
$
827,612

Long Lived Assets
 

 
 

 
 

 
 

United States
$
63,844

 
$
62,154

 
$
50,323

 
$
50,323

International
31,584

 
30,954

 
31,016

 
31,016

Total
$
95,428

 
$
93,108

 
$
81,339

 
$
81,339

(1)
For the year ended December 31, 2012 and the eleven months ended December 31, 2011 earnings within the Catalog & Internet segment include non-cash pre-tax intangibles impairment charges of $0.8 million and $0.2 million, respectively (See Note 9 to the Consolidated Financial Statements).
(2)
Capital expenditures are presented net of disposals and transfers. The unallocated corporate balance is net of transfers to other divisions.
(3)
As adjusted for discontinued operations (See Note 4 to the Consolidated financial statements).

82

(4)
On February 4, 2013, the Company received $10.0 million as a final settlement on a promissory note. As a result of this settlement, the Company recorded an impairment charge in Foreign Exchange and Other expense of $1.6 million, net of other adjustments, to write-down the promissory note to the settlement amount (See Note 4 to the Consolidated financial statements).

Note 22. Selected Quarterly Financial Data (Unaudited)
 
A summary of selected quarterly information for the year ended December 31, 2013 and December 31, 2012 is as follows: 
 
December 31, 2013 Quarter Ended
(In thousands, except per share data)
 
March 31
 
June 30
 
September 30
 
December 31
Net sales
$
233,094

 
$
211,731

 
$
179,466

 
$
261,159

Gross profit
153,076

 
135,207

 
112,531

 
171,777

Operating profit (loss)
5,977

 
1,150

 
(10,095
)
 
22,619

Net earnings (loss) attributable to Blyth, Inc.
2,596

 
(1,358
)
 
(8,470
)
 
9,665

Less: Accretion to redemption value for ViSalus redeemable preferred stock
—

 
(1,834
)
 
(2,748
)
 
(889
)
Net earnings (loss) attributable to Blyth, Inc. common stockholders
$
2,596

 
$
(3,192
)
 
$
(11,218
)
 
$
8,776

Basic earnings per share
 

 
 

 
 

 
 

     Net earnings (loss) attributable to Blyth, Inc. common share (1)
$
0.16

 
$
(0.20
)
 
$
(0.70
)
 
$
0.55

Diluted earnings per share
 

 
 

 
 

 
 

     Net earnings (loss) attributable to Blyth, Inc. common share (1)
$
0.16

 
$
(0.20
)
 
$
(0.70
)
 
$
0.55

 
December 31, 2012 Quarter Ended
(In thousands, except per share data)(2)
 
March 31
 
June 30
 
September 30
 
December 31
Net sales
$
270,213

 
$
309,469

 
$
268,811

 
$
331,021

Gross profit
181,179

 
207,338

 
176,725

 
222,278

Operating profit
19,199

 
17,801

 
7,794

 
39,772

Net earnings from continuing operations
7,199

 
7,256

 
174

 
21,636

Net earnings from discontinued operations
280

 
771

 
571

 
6,115

Net earnings attributable to Blyth, Inc.
7,479

 
8,027

 
745

 
27,751

Less: Purchase of redeemable noncontrolling interest in excess of fair value
—

 
—

 
—

 
(33,956
)
Net earnings (loss) attributable to Blyth, Inc. common stockholders
$
7,479

 
$
8,027

 
$
745

 
$
(6,205
)
Basic earnings per share
 

 
 

 
 

 
 

Net earnings (loss) from continuing operations
$
0.42

 
$
0.42

 
$
0.01

 
$
(0.72
)
Net earnings from discontinued operations
0.02

 
0.04

 
0.03

 
0.36

     Net earnings (loss) attributable to Blyth, Inc. common share (1)
$
0.44

 
$
0.46

 
$
0.04

 
$
(0.36
)
Diluted earnings per share
 

 
 

 
 

 
 

Net earnings (loss) from continuing operations
$
0.42

 
$
0.42

 
$
0.01

 
$
(0.72
)
Net earnings from discontinued operations
0.02

 
0.04

 
0.03

 
0.36

     Net earnings (loss) attributable to Blyth, Inc. common share (1)
$
0.44

 
$
0.46

 
$
0.04

 
$
(0.36
)
(1) The sum of per share amounts for the quarters does not necessarily equal that reported for the year because the computations are made independently.
(2) As adjusted for change in discontinued operations (See Note 4 to the Consolidated financial statements).

Note 23. Subsequent Events

In February 2014, ViSalus offered its senior executives, certain other employees and founders the right to participate in a long-term incentive program, which we refer to as the 2014 ViSalus LTIP, in exchange for their agreement to defer the receipt of a portion of their 2014 salary or commissions until no later than March 15, 2015. The award under the 2014 ViSalus LTIP is a

83

performance award payable in cash and the amount of the LTIP award depends on the amount deferred. For those participants who elected to defer under 50% of their base salary or commissions, the LTIP award will equal the amount deferred, and for those participants who elected to defer 50% or more of their base salary or commissions, the LTIP award will equal two times the amount deferred. The LTIP award will only be paid if ViSalus achieves trailing twelve month earnings before interest and taxes of $20.0 million or more and the participant is employed through the LTIP payment date.



84


Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
None.

Item 9A.  Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

We conducted an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a−15(e) and 15d−15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2013. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2013.

(b) Management’s Assessment of Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a−15(f) and 15d−15(f) under the Exchange Act. Our internal control system over financial reporting is designed 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. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2013. In making this assessment, management used the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The objective of this assessment is to determine whether our internal control over financial reporting was effective as of December 31, 2013. Based on our assessment utilizing the criteria issued by COSO, management has concluded that our internal control over financial reporting was effective as of December 31, 2013.

Our independent registered public accounting firm has issued an attestation report on our internal control over financial reporting. The report appears herein below.

(c) Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the period ended December 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
Item 9B. Other information
 
Several Current Report on Form 8-K triggering events occurred within four business days before the filing of this Annual Report on Form 10-K. We are satisfying the obligations under Form 8-K by including the disclosure required thereby in this Item 9B.
Item 1.01 Entry into a Material Definitive Agreement.
ViSalus’s promoters may use iCentris direct-selling software, which provides the promoters with an array of promoter and corporate web modules. ViSalus licenses this software pursuant to a software and hosting services agreement with iCentris. In March 2014, ViSalus and iCentris entered into an amendment that extends the term of this agreement until June 2014 and has annual renewal terms. The transaction with iCentris involved related parties (see Note 16 to Notes to the Financial Statements). A copy of the amendment has been filed as Exhibit 10.15(a) to this annual report. The foregoing description of the amendment to the software and hosting service agreement is not complete and is qualified in its entirety by reference to the full text of such exhibit.
Item 2.02 Results of Operations and Financial Condition.

85

On March 14, 2014, Blyth, Inc. issued a press release reporting financial results for the fourth quarter and fiscal year ended December 31, 2013. The information contained in this Item 2.02 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)    Pamela M. Goergen, who has served on our board of directors since 1984, informed us on March 12, 2014 that she will not stand for re-election and will serve on our board until our next annual meeting of stockholders, currently scheduled to be held on May 14, 2014.
(d)    On March 12, 2014, our board of directors voted to increase the size of the board to ten directors, pursuant to the Amended and Restated By-Laws, and elected Jane A. Dietze as a director to fill the vacancy created by such increase, effective immediately. Ms. Dietze previously served on the board from April 2012 until November 2012. Since December 2013, Ms. Dietze has been a managing director at Brown University, where she is involved in endowment management. The Board appointed Ms. Dietze to the audit committee. The Board granted 3,000 restricted stock units to Ms. Dietze, which vest in equal installments on the first and second anniversaries of the date of grant. Ms. Dietze will also receive director fees and compensation for meeting attendance consistent with our practice, which is described under “Director Compensation” in our Proxy Statement filed on April 3, 2013. A copy of the Press Release announcing the election to the Board of Directors is attached hereto as Exhibit 99.2.
(e)(1)    In February 2014, ViSalus offered its senior executives, certain other employees and founders the right to participate in a long-term incentive program, which we refer to as the 2014 ViSalus LTIP, in exchange for their agreement to defer the receipt of a portion of their 2014 salary or commissions, as the case may be, until no later than March 15, 2015 or such earlier date as the board approves repayment. We refer to the amount of base salary or commissions that each participant elected to defer as the “Deferred Amount.” The award under the 2014 ViSalus LTIP is a performance award payable in cash and the amount of the LTIP award depends on the Deferred Amount. For those participants who elected to defer under 50% of their base salary or commissions, the LTIP award will equal the Deferred Amount, and for those participants who elected to defer 50% or more of their base salary or commissions, the LTIP award will equal two times the Deferred Amount. The LTIP award will only be paid if ViSalus achieves trailing twelve month earnings before interest and taxes of $20.0 million or more (which we refer to as the “performance goal”), and the participant is employed through the LTIP payment date. Ryan J. Blair, the chief executive officer of ViSalus, elected to defer 100% of his 2014 salary (after giving effect to insurance premiums for health and welfare programs), representing $368,159, which amount will be paid to him no later than March 15, 2015. In addition, because Mr. Blair elected to defer more than 50% of his salary, he is eligible for an LTIP award of $736,317 if ViSalus achieves the performance goal and Mr. Blair is employed by ViSalus on the LTIP payment date.
(e)(2)    On March 11, 2014, the Compensation Committee of our Board of Directors approved the issuance of 62,003 restricted stock units to Robert B. Goergen, Jr., our President and Chief Executive Officer, one third of which will vest on March 15, 2015, 2016 and 2017.



86

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Blyth, Inc. and subsidiaries

We have audited Blyth, Inc. and subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) (the COSO criteria). The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Assessment of Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of December 31, 2013 and December 31, 2012 and consolidated statements of earnings (loss), comprehensive income, stockholders' equity, and cash flows for the years ended December 31, 2013 and December 31, 2012 and the eleven month period December 31, 2011, and our report dated March 14, 2014 expressed an unqualified opinion thereon. 


 
/s/ Ernst & Young LLP
Stamford, Connecticut
March 14, 2014



87

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this Item will be set forth in our Proxy Statement for our annual meeting of stockholders scheduled to be held on May 14, 2014 (the “Proxy Statement”) under the captions “Nominees for Election as Directors,” “Executive Officers,” “Section 16(a) Beneficial Ownership Reporting Compliance,” “Code of Conduct” and “Board of Director and Committee Meetings” and is incorporated herein by reference.

Item 11. Executive Compensation

The information required by this Item will be set forth in our Proxy Statement under the captions “Executive Compensation Information,” “Employment Contracts and Severance Arrangements,” “Compensation Committee Report” and “Compensation Committee Interlocks and Insider Participation” and is incorporated herein by reference.
 
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item is set forth in Item 5 above and will be set forth in our Proxy Statement under the caption “Security Ownership of Management and Certain Beneficial Owners” and is incorporated herein by reference.
 
Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this Item will be set forth in our Proxy Statement under the captions “Director Independence” and “Certain Relationships and Related Transactions” and is incorporated herein by reference.

Item 14. Principal Accounting Fees and Services

The information required by this Item will be set forth in our Proxy Statement under the caption “Independent Auditor Fees” and is incorporated herein by reference.


88

PART IV

Item 15. Exhibit and Financial Statement Schedules

(a)(1).  Financial Statements

The following consolidated financial statements are contained on the indicated pages of this report:

 
Page No.
 
 
Reports of Independent Registered Public Accounting Firm
Statements:
 
Consolidated Balance Sheets
Consolidated Statements of Earnings (Loss)
Consolidated Statements of Comprehensive Income
Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements

(a)(2). Financial Statement Schedules

The following financial statement schedule is contained on the indicated page of this report:
 
                                                                                             
 
   Page No.
 
Valuation and Qualifying Accounts
         S-2
 
 

All other schedules are omitted because they are inapplicable or the requested information is shown in the consolidated financial statements or related notes.


89

(a)(3). Exhibits
Exhibit No.
Description of Exhibit
 
 
2.1
Membership Interest Purchase Agreement, dated as of August 4, 2008, among Blyth, Inc., Blyth VSH Acquisition Corporation, ViSalus Holdings, LLC and the members of ViSalus Holdings, LLC (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on August 5, 2008)
 
 
2.1(a)
Second Amendment to Membership Interest Purchase Agreement, dated as of January 12, 2012, among Blyth, Inc., Blyth VSH Acquisition Corporation, ViSalus Holdings, LLC and the Sellers’ Representative (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on January 13, 2012)
 
 
2.1 (b)
Agreement Concerning the Membership Interest Purchase Agreement, dated as of December 18, 2012, among Blyth, Inc., Blyth VSH Acquisition Corporation, ViSalus Holdings, LLC, ViSalus, Inc. and the other members of ViSalus Holdings, LLC (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed on December 20, 2012)
 
 
3.1
Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed June 10, 2010)
 
 
3.2
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2011)
 
 
4.1
Form of Indenture dated as of May 10, 2013 between Registrant and U.S. Bank National Association governing $50,000,000 principal amount of 6.00% Senior Notes due 2017 (incorporated by reference to Exhibit 4.2 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2013)

 
 
10.1+
Amended and Restated Employment Agreement dated as of March 12, 2013 by and between the Registrant and Robert B. Goergen (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed March 15, 2013)

 
 
10.1(a)+

Amendment No. 1, dated as of November 14, 2013, to the Amended and Restated Employment Agreement dated as of March 12, 2013, by and between Registrant and Robert B. Goergen (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed November 18, 2013)

 
 
10.2+
Blyth, Inc. Retention and Severance Agreement dated December 17, 2010 by and between Blyth, Inc. and Robert B. Goergen, Jr. (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed December 17, 2010)
 
 
10.2(a)+

Amendment No. 1, dated as of November 14, 2013, to the Retention and Severance Agreement dated as of December 17, 2010, by and between Registrant and Robert B. Goergen, Jr. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed November 18, 2013)

 
 
10.3+
Blyth, Inc. Retention and Severance Agreement dated December 17, 2010 by and between Blyth, Inc. and Robert H. Barghaus (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed December 17, 2010)
 
 
10.4+
Employment Agreement dated as of June 26, 2013 by and between ViSalus, Inc. and Ryan Blair (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed July 1, 2013)
 
 
10.5+
Blyth, Inc. Second Amended and Restated Omnibus Incentive Plan (incorporated by reference to Exhibit A to the Registrant's Schedule 14A, Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934 filed April 3, 2013)
 
 
10.6*+
Form of Restricted Stock Unit Agreement under the Blyth, Inc. Second Amended and Restated Omnibus Incentive Plan

90

 
 
10.7+
Blyth Industries, Inc. Non-Qualified Deferred Compensation Plan (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K as filed on December 21, 1999)
 
 
10.8+
ViSalus, Inc. 2012 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed July 1, 2013)
 
 
10.9+
Option Grant Award Agreement (Executive Form) under the ViSalus, Inc. 2012 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed July 1, 2013)
 
 
10.10+
Restricted Stock Unit Agreement (Executive Form) under the ViSalus, Inc. 2012 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed July 1, 2013)
 
 
10.11+
Option Grant Award Agreement (Standard Form) under the ViSalus, Inc. 2012 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed July 1, 2013)
 
 
10.12+
Restricted Stock Unit Agreement (Standard Form) under the ViSalus, Inc. 2012 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed July 1, 2013)
 
 
10.13*+
Form of letter agreement for the ViSalus 2014 Long-Term Incentive Plan

 
 
10.14
Lease Agreement between FVA Ventures, Inc. d/b/a ViSalus Sciences (Tenant) and Osprey-Troy Officentre, LLC (Landlord) and first amendment to office Lease (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2013)
 
 
10.15^
Amendment to Unity Platform Software and Hosting Services Agreement dated June 1, 2012 between ViSalus, Inc., successor in interest to FVA Ventures, Inc., d/b/a ViSalus Sciences and iCentris, Inc. (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2013)
 
 
10.15(a)*^
Amendment to Unity Platform Software and Hosting Agreement made as of February 5, 2014 between ViSalus, Inc. and iCentris, Inc. (entered into on March 12, 2014)
 
 
21.1*
List of Subsidiaries.
 
 
23*
Consent of Independent Registered Public Accounting Firm.
 
 
31.1*
Certification of Chairman and Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
 
 
31.2*
Certification of Vice President and Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
 
 
32.1*
Certification of Chairman and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
32.2*
Certification of Vice President and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
99.1*
Press release reporting financial results for the fourth quarter and fiscal year ended December 31, 2013
 
 

91

99.2*
Press Release dated March 14, 2014 relating to election of Jane A. Dietze to Board of Directors
 
 
101.INS
XBRL Instance Document
 
 
101.SCH
XBRL Taxonomy Extension Schema Document
 
 
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
 
 
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document

*
Filed herewith.
+
Management contract or compensatory plan required to be filed by Item 15(a)(3) of this report.
^
Portions of this exhibit have been omitted pursuant to a confidential treatment request. This information has been filed separately with the Securities and Exchange Commission.



92

SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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.


BLYTH, INC.



By: /s/ Robert B. Goergen, Jr.
Name: Robert B. Goergen, Jr.
Title: President and Chief Executive Officer
Date:  March 14, 2014                                           



93

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
 
Title
 
Date
 
 
 
 
 
 
 
 
 
 
 /s/ Robert B. Goergen, Jr.
 
President and Chief Executive Officer;
 
March 14, 2014
Robert B. Goergen, Jr.
 
Director (Principal Executive Officer)
 
 
 
 
 
 
 
/s/ Robert H. Barghaus
 
Vice President and Chief Financial Officer
 
March 14, 2014
Robert H. Barghaus
 
(Principal Financial and Accounting Officer)
 
 
 
 
 
 
 
 /s/ Robert B. Goergen
 
Chairman of the Board
 
March 14, 2014
Robert B. Goergen
 
 
 
 
 
 
 
 
 
Jane A. Dietze
 
Director
 

 
 
 
 
 
/s/ Pamela M. Goergen
 
Director
 
March 14, 2014
Pamela M. Goergen
 
 
 
 
 
 
 
 
 
/s/ Brett M. Johnson
 
Director
 
March 14, 2014
Brett M. Johnson
 
 
 
 
 
 
 
 
 
/s/ Neal I. Goldman
 
Director
 
March 14, 2014
Neal I. Goldman
 
 
 
 
 
 
 
 
 
/s/ Andrew Graham
 
Director
 
March 14, 2014
Andrew Graham
 
 
 
 
 
 
 
 
 
/s/ Ilan Kaufthal
 
Director
 
March 14, 2014
Ilan Kaufthal
 
 
 
 
 
 
 
 
 
/s/ James M. McTaggart
 
Director
 
March 14, 2014
James M. McTaggart
 
 
 
 
 
 
 
 
 
/s/ Howard E. Rose
 
Director
 
March 14, 2014
Howard E. Rose
 
 
 
 


94

SCHEDULE II- VALUATION AND QUALIFYING ACCOUNTS


 
Description
Balance at Beginning of Period
 
Charged to Costs and Expenses
 
Deductions
 
Balance at End of Period
(In thousands)
 
 
 
 
 
 
 
For the eleven months ended 12/31/2011
 
 
 
 
 
 
 
Allowance for doubtful accounts
$
580

 
$
(140
)
 
$
(60
)
 
$
380

Income tax valuation allowance
26,301

 
(7,493
)
 
(6
)
 
18,802

 
 
 
 
 
 
 
 
For the year ended 12/31/2012
 

 
 

 
 

 
 

Allowance for doubtful accounts
$
380

 
$
1,354

 
$
(460
)
 
$
1,274

Income tax valuation allowance
18,802

 
601

 
—

 
19,403

 
 
 
 
 
 
 
 
For the year ended 12/31/2013
 

 
 

 
 

 
 

Allowance for doubtful accounts
$
1,274

 
$
5,546

 
$
(2,888
)
 
$
3,932

Income tax valuation allowance
19,403

 
3,115

 
(3,797
)
(a)
18,721

 
 
 
 
 
 
 
 
(a) $3,201 of deductions relates to valuation allowance associated with expiring capital losses.


95