UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________

 

FORM 10-Q

(Mark One)

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2016 OR  

 

¨

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

 

For the transition period from _________to_________

 

Commission File Number

000-19932

 

RELIV’ INTERNATIONAL, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware	371172197
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
136 Chesterfield Industrial Boulevard
Chesterfield, Missouri	63005
(Address of principal executive offices)	(Zip Code)

  

(636) 537-9715

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or 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 þ     No ¨

 

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes x     No ¨

 

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 ¨     Accelerated filer ¨      Non-accelerated filer ¨ Smaller reporting company  x

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ¨     No x

 

The number of shares outstanding of the Registrant’s common stock as of May 2, 2016 was 12,919,110 (excluding treasury shares).

 

 

Part I – Financial Information
Item No. 1	Financial Statements (Unaudited)	1
Item No. 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item No. 4	Controls and Procedures	15
Part II – Other Information
Item No. 6	Exhibits	16

 

 

 

 

PART I -- FINANCIAL INFORMATION
Item No. 1 - Financial Statements
Reliv International, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
		March 31				December 31
		2016				2015
		(unaudited)
Assets
Current assets:
Cash and cash equivalents		$	3,893,496			$	3,262,263
Accounts receivable, less allowances of $30,600 in 2016 and $30,200 in 2015			20,455				89,376
Accounts and note due from employees and distributors			137,324				134,668
Inventories
Finished goods			3,101,228				3,657,612
Raw materials			1,598,112				1,382,635
Sales aids and promotional materials			164,799				132,475
Total inventories			4,864,139				5,172,722
Refundable income taxes			526,968				522,035
Prepaid expenses and other current assets			1,159,934				552,645
Deferred income taxes			66,000				66,000
Total current assets			10,668,316				9,799,709
Other assets			266,765				285,153
Cash surrender value of life insurance			2,877,475				2,848,232
Note receivable due from distributor			1,603,484				1,630,164
Deferred income taxes			594,000				623,000
Intangible assets, net			2,588,116				2,655,647
Property, plant and equipment:
Land and land improvements			905,190				905,190
Building			9,953,540				9,951,555
Machinery & equipment			4,345,428				4,344,403
Office equipment			1,225,048				1,223,921
Computer equipment & software			2,350,327				2,341,149
			18,779,533				18,766,218
Less: Accumulated depreciation			12,533,092				12,347,091
Net property, plant and equipment			6,246,441				6,419,127
Total assets		$	24,844,597			$	24,261,032

 

See notes to financial statements.

 

 

Reliv International, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
		March 31				December 31
		2016				2015
		(unaudited)
Liabilities and stockholders' equity
Current liabilities:
Accounts payable and accrued expenses:
Trade accounts payable and other accrued expenses		$	2,802,741			$	1,859,716
Distributors' commissions payable			1,489,571				1,567,883
Sales taxes payable			218,958				232,996
Payroll and payroll taxes payable			317,467				277,157
Total accounts payable and accrued expenses			4,828,737				3,937,752
Current portion of long-term debt			749,850				781,505
Total current liabilities			5,578,587				4,719,257
Noncurrent liabilities:
Long-term debt, less current portion			3,041,230				3,159,575
Deferred income taxes			53,000				94,000
Other noncurrent liabilities			389,354				405,705
Total noncurrent liabilities			3,483,584				3,659,280
Stockholders' equity:
Preferred stock, par value $.001 per share; 3,000,000 shares authorized; -0- shares issued and outstanding in 2016 and 2015			-				-
Common stock, par value $.001 per share; 30,000,000 authorized; 14,773,083 shares issued and 12,919,110 shares outstanding as of 3/31/2016; 14,773,083 shares issued and 12,919,110 shares outstanding as of 12/31/2015			14,773				14,773
Additional paid-in capital			30,517,959				30,499,817
Accumulated deficit			(8,702,922	)			(8,659,262	)
Accumulated other comprehensive loss:
Foreign currency translation adjustment			(708,824	)			(634,273	)
Treasury stock			(5,338,560	)			(5,338,560	)
Total stockholders' equity			15,782,426				15,882,495
Total liabilities and stockholders' equity		$	24,844,597			$	24,261,032

 

See notes to financial statements.

 

 

Reliv International, Inc. and Subsidiaries
Condensed Consolidated Statements of Net
Income (Loss) and Comprehensive Income (Loss)
(unaudited)		Three months ended March 31
		2016				2015
Product sales		$	12,042,561			$	13,708,123
Handling & freight income			993,889				1,126,240
Net sales			13,036,450				14,834,363
Costs and expenses:
Cost of products sold			2,984,104				2,994,949
Distributor royalties and commissions			4,624,375				5,280,747
Selling, general and administrative			5,609,268				6,129,949
Total costs and expenses			13,217,747				14,405,645
Income (loss) from operations			(181,297	)			428,718
Other income (expense):
Interest income			27,357				30,382
Interest expense			(26,401	)			(23,939	)
Other income / (expense)			113,681				(170,714	)
Income (loss) before income taxes			(66,660	)			264,447
Provision (benefit) for income taxes			(23,000	)			148,000
Net income (loss)		$	(43,660	)		$	116,447
Other comprehensive income (loss):
Foreign currency translation adjustment			(74,551	)			(23,387	)
Comprehensive income (loss)		$	(118,211	)		$	93,060
Earnings (loss) per common share - Basic		$	(0.00	)		$	0.01
Weighted average shares			12,919,000				12,819,000
Earnings (loss) per common share - Diluted		$	(0.00	)		$	0.01
Weighted average shares			12,919,000				12,822,000
Cash dividends declared per common share		$	-			$	-

 

See notes to financial statements.

 

 

Reliv International, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(unaudited)
		Three months ended March 31
		2016				2015
Operating activities:
Net income (loss)		$	(43,660	)		$	116,447
Adjustments to reconcile net income (loss) to net cash provided by in operating activities:
Depreciation and amortization			249,892				255,382
Stock-based compensation			18,142				9,583
Non-cash life insurance policy accretion			(29,244	)			(25,072	)
Deferred income taxes			(20,000	)			18,000
Foreign currency transaction (gain)/loss			(100,053	)			145,311
(Increase) decrease in accounts receivable and accounts due from employees and distributors			67,571				92,150
(Increase) decrease in inventories			316,870				(127,096	)
(Increase) decrease in refundable income taxes			(4,933	)			130,978
(Increase) decrease in prepaid expenses and other current assets			(605,781	)			(308,882	)
(Increase) decrease in other assets			18,697				(10,633	)
Increase (decrease) in accounts payable & accrued expenses and other noncurrent liabilities			856,514				849,385
Net cash provided by operating activities			724,015				1,145,553
Investing activities:
Proceeds from the sale of property, plant and equipment			-				5,657
Purchase of property, plant and equipment			(9,905	)			(127,561	)
Payments received on distributor note receivable			25,131				23,671
Net cash provided by (used in) investing activities			15,226				(98,233	)
Financing activities:
Principal payments on long-term borrowings			(143,618	)			(124,356	)
Net cash used in financing activities			(143,618	)			(124,356	)
Effect of exchange rate changes on cash and cash equivalents			35,610				(66,533	)
Increase (decrease) in cash and cash equivalents			631,233				856,431
Cash and cash equivalents at beginning of period			3,262,263				4,989,392
Cash and cash equivalents at end of period		$	3,893,496			$	5,845,823

 

See notes to financial statements.

 

 

Reliv International, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

March 31, 2016

 

Note 1--

Accounting Policies

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements and notes thereto have been prepared in accordance with the instructions to Form 10-Q and reflect all adjustments (which primarily include normal recurring accruals) which management believes are necessary to present fairly the financial position, results of operations and cash flows. These statements, however, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States. Interim results may not necessarily be indicative of results that may be expected for any other interim period or for the year as a whole. These financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in the annual report on Form 10-K for the year ended December 31, 2015, filed March 24, 2016 with the Securities and Exchange Commission.

 

Note 2--

Basic and Diluted Earnings (Loss) per Share

 

Basic earnings (loss) per common share is computed using the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed using the weighted average number of common shares and potential dilutive common shares that were outstanding during the period. Potential dilutive common shares consist of outstanding stock options, outstanding stock warrants, and convertible preferred stock.

 

The following table sets forth the computation of basic and diluted earnings (loss) per share:

 

		Three months ended March 31
		2016				2015
Numerator:
Net income (loss)		$	(43,660	)		$	116,447
Denominator:
Denominator for basic earnings (loss) pershare--weighted average shares			12,919,000				12,819,000
Dilutive effect of employee stock options and other warrants			-				3,000
Denominator for diluted earnings (loss) pershare--adjusted weighted average shares			12,919,000				12,822,000
Basic earnings (loss) per share		$	(0.00	)		$	0.01
Diluted earnings (loss) per share		$	(0.00	)		$	0.01

 

Option and warrants to purchase 1,870,585 shares and 1,622,525 shares of common stock for the three months March 31, 2016 and 2015, respectively, were not included in the denominator for diluted earnings (loss) per share because their effect would be antidilutive or because the shares were deemed contingently issuable.

 

 

Note 3--

Fair Value of Financial Instruments

 

Fair value can be measured using valuation techniques such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). Accounting standards utilize a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those levels:

 

Level 1:

Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

Level 2:

Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets or similar assets or liabilities in markets that are not active.

 

Level 3:

Unobservable inputs that reflect the reporting entity's own assumptions.

 

The carrying amount and fair value of the Company's financial instruments are approximately as follows:

 

Description		Carrying Value				Fair Value				Level 1				Level 2				Level 3
March 31, 2016
Long-term debt		$	3,791,080			$	3,791,080				-			$	3,791,080				-
Note receivable			1,707,852				1,959,000				-				1,959,000				-
Marketable securities			257,000				257,000			$	257,000				-				-
December 31, 2015
Long-term debt		$	3,941,080			$	3,941,080				-			$	3,941,080				-
Note receivable			1,732,982				1,942,000				-				1,942,000				-
Marketable securities			275,000				275,000			$	275,000				-				-

 

Long-term debt: The fair value of the Company's term and revolver loans approximate carrying value as these loans were incurred within the past twelve months and have variable market-based interest rates which reset every thirty days. The fair value of the Company's obligation for the acquisition of its lunasin technology license approximates carrying value as this obligation is a zero-interest based obligation discounted utilizing an interest rate factor comparable to the Company's market-based interest rate for its term and revolver loans. The fair value of the Company's notes payable obligations approximates carrying value as these obligations were incurred within the past twelve months and have variable market-based interest rates which reset every ninety days.

 

Note receivable: The Company's note receivable is a variable rate residential mortgage-based financial instrument. An average of published interest rate quotes for a fifteen-year residential jumbo mortgage, a comparable financial instrument, was used to estimate fair value of this note receivable under a discounted cash flow model.

 

Marketable securities: The assets (trading securities) of the Company's Supplemental Executive Retirement Plan are recorded at fair value on a recurring basis, and are presented within Other Assets in the consolidated balance sheets.

 

The carrying value of other financial instruments, including cash, accounts receivable and accounts payable, and accrued liabilities approximate fair value due to their short maturities or variable-rate nature of their respective balances.

 

 

Note 4--

Taxes

 

The interim financial statement provision for income taxes (benefit) is different from the amounts computed by applying the United States federal statutory income tax rate of 34%. In summary, the reasons for these differences are as follows:

 

		Three months ended March 31
		2016				2015
Income taxes (benefit) at U.S. statutory rate		$	(23,000	)		$	90,000
State income taxes, net of federal benefit			14,000				14,000
Higher / (lower) effective taxes on earnings/losses in certain foreign countries			(11,000	)			11,000
Foreign corporate income taxes			17,000				27,000
Other, net			(20,000	)			6,000
		$	(23,000	)		$	148,000

 

One of the Company's foreign subsidiaries is presently under local country audit for alleged deficiencies (totaling approximately $800,000 plus interest at 20% per annum) in value-added tax (VAT) and withholding tax for the years 2004 through 2006. The Company, in consultation with its legal counsel, believes that there are strong legal grounds that it is not liable to pay the majority of the alleged tax deficiencies. As of December 31, 2010, management estimated and reserved approximately $185,000 in taxes and interest for resolution of this matter and recorded this amount within Selling, General, and Administrative expense in the 2010 Consolidated Statement of Income. In 2011, the Company made good faith deposits to the local tax authority under the tax agency's administrative judicial resolution process. As of March 31, 2016 and December 31, 2015, management's estimated reserve (net of deposits) for this matter is approximately $151,000 and $142,000, respectively. There has been no change in this matter during the first three months of 2016.

 

Note 5--

Recent Accounting Standards Pending Adoption

 

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing U.S. GAAP revenue recognition guidance and becomes effective for the Company on January 1, 2018. The new standard permits the use of either the retrospective or modified retrospective transition method. The Company is currently evaluating the effect, if any, that the updated standard will have on its consolidated financial statements and related disclosures, as well as its planned transition method.

 

In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which requires all deferred income tax assets and liabilities to be classified as non-current on the balance sheet, rather than being separated into current and non-current amounts. The new standard is effective for annual reporting periods beginning after December 31, 2016 with early adoption permitted. The Company is currently evaluating the effect that the new standard will have on its consolidated financial statements and related disclosuress.

 

 

In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which requires management to assess, at each annual and interim reporting period, the entity's ability to continue as a going concern within one year from the date the financial statements are issued and provide related disclosures. The new standard will be effective for the Company for the annual reporting period ending December 31, 2016, with early adoption permitted. This standard is not currently expected to have a material effect on the Company's financial statement disclosures upon adoption, though the ultimate impact will be dependent on the Company's financial condition and expected operating outlook at such time.

 

In February 2016, the FASB issued ASU No. 2016-2, Leases (Topic 842) which supercedes the existing lease guidance. This update requires lessees to recognize a lease liability and a lease asset for all leases, including operating leases, with a term greater than twelve months on its balance sheet. The update also expands the required quantitative and qualitative disclosures surrounding leases. This update is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years, with earlier application permitted. The Company is evaluating its transition method and the effects that the new standard will have on its consolidated financial statements and related disclosures.

 

In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This amendment is intended to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, forfeitures, and classification on the statement of cash flows. This update is effective for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years, with earlier application permitted. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

 

Note 6--

Subsequent Event

 

In May 2016, the Company implemented an employee headcount cost reduction program resulting in the reduction of approximately 9% of the Company's worldwide employees. The total cost of this program, representing severance and benefits, is estimated to be $275,000 ($165,000 net of tax), and will be included in the company's operating results for the quarter ended June 30, 2016. The aggregate annual salaries of the affected employees was approximately $1,100,000.

 

 

FORWARD-LOOKING STATEMENTS

 

This quarterly report includes both historical and “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. We have based these forward-looking statements on our current expectations and projections about future results. Words such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” or similar words are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Although we believe that our opinions and expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements, and our actual results may differ substantially from the views and expectations set forth in this quarterly report on Form 10-Q. We disclaim any intent or obligation to update any forward-looking statements after the date of this annual report to conform such statements to actual results or to changes in our opinions or expectations.

 

 

Item No. 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. The following discussion and analysis discusses the financial condition and results of our operations on a consolidated basis, unless otherwise indicated.

 

Overview

 

We are a developer, manufacturer and marketer of a proprietary line of nutritional supplements addressing basic nutrition, specific wellness needs, weight management and sports nutrition. We sell our products through an international network marketing system utilizing independent distributors. Sales in the United States represented approximately 78.7% of worldwide net sales for the three months ended March 31, 2016 and 77.4% of worldwide net sales for the three months ended March 31, 2015. Our international operations currently generate sales through distributor networks with facilities in Australia, Canada, Indonesia, Malaysia, Mexico, the Philippines, and the United Kingdom. We also operate in Ireland, France, Germany, Austria and the Netherlands from our United Kingdom distribution center, in New Zealand from our Australia office, and in Singapore from our Malaysia office.

 

We derive our revenues principally through product sales made by our global independent distributor base, which, as of March 31, 2016, consisted of approximately 45,040 distributors and preferred customers. Our sales can be affected by several factors, including our ability to attract new distributors and retain our existing distributor base, our ability to properly train and motivate our distributor base and our ability to develop new products and successfully maintain our current product line.

 

All of our sales to distributors outside the United States are made in the respective local currency; therefore, our earnings and cash flows are subject to fluctuations due to changes in foreign currency rates as compared to the U.S. dollar. As a result, exchange rate fluctuations may have an effect on sales and gross margins. U.S. generally accepted accounting practices require that our results from operations be converted to U.S. dollars for reporting purposes. Consequently, our reported earnings may be significantly affected by fluctuations in currency exchange rates, generally increasing with a weaker U.S. dollar and decreasing with a strengthening U.S. dollar. Products manufactured by us for sale to our foreign subsidiaries are transacted in U.S. dollars. From time to time, we enter into foreign exchange forward contracts to mitigate our foreign currency exchange risk.

 

Components of Net Sales and Expense

 

Product sales represent the actual product purchase price typically paid by our distributors, after giving effect to distributor allowances, which can range from 20% to 40% of suggested retail price, depending on the rank of a particular distributor. Handling and freight income represents the amounts billed to distributors for shipping costs. We record net sales and the related commission expense when the merchandise is shipped.

 

Our primary expenses include cost of products sold, distributor royalties and commissions and selling, general and administrative expenses.

 

Cost of products sold primarily consists of expenses related to raw materials, labor, quality control and overhead directly associated with production of our products and sales materials, as well as shipping costs relating to the shipment of products to distributors, and duties and taxes associated with product exports. Cost of products sold is impacted by the cost of the ingredients used in our products, the cost of shipping distributors’ orders, along with our efficiency in managing the production of our products.

 

 

Distributor royalties and commissions are monthly payments made to distributors based on products sold in their downline organization. Based on our distributor agreements, these expenses have typically approximated 23% of sales at suggested retail. Wholesale pricing discounts on distributor orders are based on the retail value of the product. Distributor royalties and commissions are paid on an amount referred to as the business value (“BV”), which is approximately 90% of the retail price of each product. Also, we include other sales leadership bonuses, such as Ambassador bonuses, within this caption. Overall, distributor royalties and commissions remain directly related to the level of our sales and should continue at comparable levels as a percentage of net sales going forward.

 

Selling, general and administrative expenses include the compensation and benefits paid to our employees, except for those in manufacturing, all other selling expenses, marketing, promotional expenses, travel and other corporate administrative expenses. These other corporate administrative expenses include professional fees, non-manufacturing depreciation and amortization, occupancy costs, communication costs and other similar operating expenses. Selling, general and administrative expenses can be affected by a number of factors, including staffing levels and the cost of providing competitive salaries and benefits; the amount we decide to invest in distributor training and motivational initiatives; and the cost of regulatory compliance.

 

Results of Operations

 

Net Sales. Overall net sales decreased by 12.1% in the three months ended March 31, 2016 compared to the same period in 2015. During the first quarter of 2016 (“Q1 2016”), sales in the United States decreased by 10.7%, and international sales decreased by 17.1% over the prior-year period. International sales, when reported in U.S. dollars, were negatively impacted by a stronger U.S. dollar versus all of the currencies of the markets where we do business. Excluding the impact of currency exchange fluctuation, international sales decreased by 10.6%.

 

     The following table summarizes net sales by geographic market for the three months ended March 31, 2016 and 2015.

 

		Three months ended March 31,
		2016								2015								Change from prior year
		Amount				% of Net Sales				Amount				% of Net Sales				Amount				%
		(dollars in thousands)
United States		$	10,255				78.7	%		$	11,480				77.4	%		$	(1,225	)			(10.7	)%
Australia/New Zealand			298				2.3				372				2.5				(74	)			(19.9	)
Canada			306				2.3				433				2.9				(127	)			(29.3	)
Mexico			163				1.3				197				1.3				(34	)			(17.3	)
Europe			1,556				11.9				1,793				12.1				(237	)			(13.2	)
Asia			458				3.5				559				3.8				(101	)			(18.1	)
Consolidated total		$	13,036				100.0	%		$	14,834				100.0	%		$	(1,798	)			(12.1	)%

 

 

The following table sets forth, as of March 31, 2016 and 2015, the number of our active distributors and Master Affiliates and above. The total number of active distributors includes Master Affiliates and above. We define an active distributor as one that enrolls as a distributor or renews his or her distributorship during the prior twelve months. Master Affiliates and above are distributors that have attained the highest level of discount and are eligible for royalties generated by Master Affiliate groups in their downline organization. In February 2016, we introduced a formal Preferred Customer program in the United States and Canada. As a result, we are including Preferred Customers as part of our Active Distributor count. Preferred Customer programs were previously in place in Europe and other foreign markets. Preferred Customers represent approximately 4,400 and 4,600 of the Active Distributor count as of March 31, 2016 and 2015, respectively. The significant majority of these Preferred Customers are in Europe.

 

		March 31, 2016								March 31, 2015								% Change
		Active Distributors and Preferred Customers				Master Affiliates and Above				Active Distributors and Preferred Customers				Master Affiliates and Above				Active Distributors and Preferred Customers				Master Affiliates and Above
United States			31,910				4,130				34,640				4,080				(7.9	)%			1.2	%
Australia/New Zealand			1,690				120				1,870				120				(9.6	)			---
Canada			1,120				170				1,250				210				(10.4	)			(19.0	)
Mexico			1,220				90				1,150				90				6.1				---
Europe			6,000				480				7,490				640				(19.9	)			(25.0	)
Asia			3,100				310				3,010				230				3.0				34.8
Consolidated total			45,040				5,300				49,410				5,370				(8.8	)%			(1.3	)%

 

 

The following table provides key statistics related to distributor activity by market and should be read in conjunction with the following discussion.

 

Distributor Activity by Market																										International
		United States				AUS/NZ				Canada				Mexico				Europe				Asia				-- Total
Sales in Q1 2016 in USD (in 000's)		$	10,255			$	298			$	306			$	163			$	1,556			$	458			$	2,781
% change in sales-Q1 2016 vs. Q1 2015:
in USD			-10.7	%			-19.9	%			-29.3	%			-17.3	%			-13.2	%			-18.1	%			-17.1	%
due to currency fluctuation			-				-7.8	%			-7.7	%			-16.9	%			-5.0	%			-5.6	%			-6.5	%
Sales in local currency			-10.7	%			-12.1	%			-21.6	%			-0.4	%			-8.2	%			-12.5	%			-10.6	%
# of new distributors-Q1 2016 (1)			1,714				112				44				122				675				514				1,467
# of new distributors-Q1 2015			2,212				127				139				164				1,050				447				1,927
% change			-22.5	%			-11.8	%			-68.3	%			-25.6	%			-35.7	%			15.0	%			-23.9	%
# of new Master Affiliates-Q1 2016			361				14				11				9				49				46				129
# of new Master Affiliates-Q1 2015			366				11				28				8				70				36				153
% change			-1.4	%			27.3	%			-60.7	%			12.5	%			-30.0	%			27.8	%			-15.7	%
# of Product orders-Q1 2016			39,068				1,887				1,069				1,046				6,159				2,836				12,997
# of Product orders-Q1 2015			44,472				2,090				1,364				1,043				6,667				2,848				14,012
% change			-12.2	%			-9.7	%			-21.6	%			0.3	%			-7.6	%			-0.4	%			-7.2	%

 

 

(1)

The new distributor totals for Q1 2016 and Q1 2015 include 836 and 844, respectively, new worldwide preferred customers.

 

 

United States

 

·

Net sales declined in the United States in Q1 2016 compared to the prior-year quarter. We believe this decrease was due in part to a short-term negative response made to changes effective February 1, 2016, to our distributor compensation plan in the United States and Canada.

·

Effective February 1, 2016, we updated our distributor compensation plan to introduce a Preferred Customer program and to modify the requirements for a Retail Distributor (entry-level) to advance to the Affiliate distributor level. Advancement to Affiliate distributor entitles a distributor to a higher discount on their purchases and the opportunity to earn retail and wholesale profits. The updates to the distributor compensation plan also included adjustments to a distributor’s group business volume required to achieve the Master Affiliate level. We believe these changes enhance the value of the business opportunity to Master Affiliates and distributors at levels below Master Affiliate; however, we continue to train the distributor field to understand the benefit of these changes and to teach these concepts to their local distributor groups.

·

Flagship products in the LunaRich line, including Reliv Now® and LunaRich X™, constituted 18.3% and 15.2% of net sales in the United States, respectively, in Q1 2016 as our marketing continues to focus on these two products. Reliv NOW and LunaRich X represented 18.6% and 14.9%, respectively, of net sales in the United States in the prior-year quarter.

·

Distributor enrollments and new Master Affiliate qualifications decreased by 22.5% and 1.4%, respectively, in Q1 2016 compared to the prior year quarter in a short-term response to the changes to the new distributor enrollment process and the increased business volume requirements to reach the Master Affiliate level.

·

Distributor retention was 70.2% for the twelve month period ended March 31, 2016 compared to 71.1% for all of 2015. Distributor retention is determined by the percentage of active distributors from 2015 that renewed their distributorships in 2016.

·

Our average order size in Q1 2016 increased by 1.3% to $364 at suggested retail value compared to the prior-year quarter. The number of product orders decreased by 12.2% in Q1 2016 compared to the prior year quarter for the same reasons as the overall decrease in sales.

 

International Operations

 

·

The average foreign exchange rate for the U.S. dollar for Q1 2016 was stronger versus the various local currencies in which we conduct business when compared with the average exchange rates for the same period in 2015.

·

As a result of the stronger U.S. dollar, we are in the process of implementing price increases in all of our international markets. We are also reviewing sales by product to phase out products with lower sales levels and gross margins as strategically appropriate.

·

Canadian net sales in Q1 2016 decreased by 21.6% in local currency compared to the prior-year quarter as the result of decreased distributor activity in the market. We implemented price increases effective April 1, 2016 in Canada.

·

Net sales in Mexico decreased by 0.4% in local currency in Q1 2016 compared to the prior-year quarter. We also implemented price increases in this market on April 1, 2016.

·

Net sales in Europe decreased by 8.2% in local currency in Q1 2016 compared to the prior-year quarter. Distributor activity declined both in the form of new distributor and preferred customer enrollments and in new Master Affiliate qualifications in the region.

·

Sales in Asia decreased by 12.5% in local currency in Q1 2016 compared to the prior-year quarter. Sales in the prior-year quarter were stronger in response to a trip promotion held in the region that concluded in the first quarter of 2015. A similar trip promotion was not held in Q1 2016, as the promotion in 2015 was not deemed cost effective.

 

 

Costs and Expenses

 

The following table sets forth selected results of our operations expressed as a percentage of net sales for the three-month periods ended March 31, 2016 and 2015. Our results of operations for the periods described below are not necessarily indicative of results of operations for future periods.

 

Income statement data
(amounts in thousands)		Q1 2016								Q1 2015
		Amount				% of net sales				Amount				% of net sales
Net sales		$	13,036				100.0	%		$	14,834				100.0	%
Costs and expenses:
Cost of products sold			2,984				22.9				2,995				20.2
Distributor royalties and commissions			4,624				35.5				5,280				35.6
Selling, general and adminstrative			5,609				43.0				6,130				41.3
Income (loss) from operations			(181	)			(1.4	)			429				2.9
Interest income			27				0.2				30				0.2
Interest expense			(27	)			(0.2	)			(24	)			(0.2	)
Other income/(expense)			114				0.9				(171	)			(1.1	)
Income (loss) before income taxes			(67	)			(0.5	)			264				1.8
Provision (benefit) for income taxes			(23	)			(0.2	)			148				1.0
Net income (loss)			(44	)			(0.3	)%		$	116				0.8	%
Earnings (loss) per common share-Basic		$	(0.00	)						$	0.01
Earnings (loss) per common share-Diluted		$	(0.00	)						$	0.01

 

Cost of Products Sold:

·

Gross margins in Q1 2016 declined compared to the prior-year period. Gross margins were negatively impacted by lower plant utilization and higher quality control expenses.

 

Distributor Royalties and Commissions:

·

Distributor royalties and commissions as a percentage of net sales for Q1 2016 remained relatively steady compared to the prior-year period. Overall, distributor royalties and commissions remain directly related to the level of our sales and should continue at comparable levels as a percentage of net sales.

 

Selling, General and Administrative Expenses:

·

Selling, general and administrative expenses declined by $521,000 in Q1 2016 compared to the prior-year period.

·

Sales and marketing expenses decreased by $400,000 in Q1 2016 vs. 2015. Components of the decrease include:

o

$218,000 decrease in distributor conferences and meeting expenses. Most of the decrease was the result of not holding regional conferences in the United States during Q1 2016.

o

$112,000 decrease in Star Director and other distributor bonuses, credit card fees, and other expenses related to the level of sales.

 

 

 

o

$59,000 decrease in the cost of our promotional trips and other promotional incentives.

·

Salaries, other staffing expenses, benefits, and incentive compensation decreased in the aggregate by $243,000 in Q1 2016, compared to the prior-year period. Salaries decreased as the result of headcount reductions in certain of our foreign subsidiaries and headcount reductions primarily through attrition in the United States.

·

Other general and administrative expenses increased by $143,000 in Q1 2016 versus the prior-year period.

o

The aggregate compensation expense recognized as part of a long-term incentive agreement with our management team in our European subsidiary resulted in a $74,000 reduction to expense in Q1 2015. This incentive agreement concluded in 2015.

o

Research & development expenses, along with other foreign product compliance requirements increased by $71,000 in Q1 2016 compared to the prior-year period.

 

Other Income/Expense:

·

The other income in Q1 2016 is primarily the result of foreign currency exchange gains on intercompany debt denominated in U.S. dollars in certain of our subsidiaries. In Q1 2015, we recognized foreign currency exchange losses on the same intercompany debt. When compared to the exchange rate as of December 31, 2015, the U.S. dollar has weakened as of March 31, 2016 versus most of the currencies we conduct business.

 

Income Taxes/Benefit:

·

We reported an income tax benefit of $23,000 for Q1 2016, an effective rate of 34.5%.

·

See Note 4 of the Condensed Consolidated Financial Statements for additional detail regarding income taxes, including a reconciliation of the income tax expense/benefit to the U.S. statutory rate for each period.

 

Net Income/(Loss):

·

We incurred a net loss in the first quarter of 2016 as the result of the decrease in net sales in the United States, Europe and other foreign markets, offset by the reduction in selling, general and administrative expenses.

 

Financial Condition, Liquidity and Capital Resources

 

During the first three months of 2016, we generated $724,000 of net cash from operating activities, $15,000 was provided by investing activities, and we used $144,000 in financing activities. This compares to $1.15 million of net cash provided by operating activities, $98,000 used in investing activities, and $124,000 used in financing activities in the same period of 2015. Cash and cash equivalents increased by $631,000 to $3.89 million as of March 31, 2016 compared to December 31, 2015.

 

Significant changes in working capital items consisted of a decrease in inventory of $317,000, an increase in prepaid expenses/other current assets of $606,000, and an increase in accounts payable and accrued expenses of $857,000 in the first three months of 2016. The decrease in inventory is the result of planned decreases in our inventory levels relative to sales, and the increase in prepaid expenses/other current assets represents the annual premium payments made in the first quarter on most of the corporate business insurance policies, coupled with a required prepayment as part of a change in our medical insurance carrier as of April 1, 2016. The increase in accounts payable and accrued expenses is partially related to a financing arrangement for our annual corporate insurance policy renewals.

 

Investing activities during the first three months of 2016 consisted of an investment of $10,000 for capital expenditures, offset by payments received on a distributor note receivable of $25,000. Financing activities during the first three months of 2016 consisted of principal payments of $144,000 on long-term borrowings.

 

Stockholders’ equity decreased to $15.8 million at March 31, 2016 compared to $15.9 million at December 31, 2015. The decrease is due to our net loss during the first three months of 2016 of $44,000 coupled with an unfavorable adjustment in foreign currency translation of $75,000. Our working capital balance was $5.09 million at March 31, 2016 compared to $5.08 million at December 31, 2015. The current ratio at March 31, 2016 was 1.91 compared to 2.08 at December 31, 2015.

 

 

On September 30, 2015, we entered into series of agreements with a new primary lender which include agreements for a $3.25 million term loan and a $3.5 million revolving credit facility. These lending agreements replace similar borrowings under agreements with our former primary lender.

 

The new $3.25 million term loan is for a period of three years and requires monthly term loan payments, under a ten-year amortization, consisting of principal of $27,080 plus interest with a balloon payment for the outstanding balance due and payable on September 30, 2018. The term loan's interest rate is based on the 30-day LIBOR plus 2.25% and was 2.677% at March 31, 2016.

 

The new $3.5 million revolving line of credit agreement accrues interest at a floating interest rate based on the 30-day LIBOR plus 2.25% and has a maturity date of September 30, 2016. As of March 31, 2016, there were no outstanding borrowings on the revolving line of credit.

 

The proceeds from the new $3.25 million term loan were used to pay off the outstanding term loan and revolving line of credit balances, plus accrued interest, due under loan agreements with our former primary lender. Borrowings under the new lending agreements are secured by all our tangible and intangible assets, a whole life insurance policy on the life of our Chief Executive Officer, and by a mortgage on the real estate of our headquarters. The new lending agreements also include a quarterly covenant requiring us to maintain net tangible worth of not less than $9.5 million. As of March 31, 2016, we were in compliance with our loan covenant requirement, with a net tangible worth of $10.3 million.

 

Management believes that our cash on hand, internally generated funds, and the bank loan facilities will be sufficient to meet working capital requirements and our debt service requirements for the next twelve months.

 

Critical Accounting Policies

 

A summary of our critical accounting policies and estimates is presented on pages 26-27 of our 2015 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 24, 2016. Our critical accounting policies remain unchanged as of March 31, 2016.

 

Item No. 4 - Controls and Procedures

 

Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, has reviewed and evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2016. Based on such review and evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures were effective as of March 31, 2016, to ensure that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, (a) is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms and (b) is accumulated and communicated to our management, including the officers, as appropriate to allow timely decisions regarding required disclosure. There were no material changes in our internal control over financial reporting during the first quarter of 2016 that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

 

 

PART II – OTHER INFORMATION

 

Item No. 6 – Exhibits

 

Exhibit  Number	Document
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended (filed herewith).
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended (filed herewith).
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
101	Interactive Data Files, including the following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, formatted in XBRL: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Net Income (Loss) and Comprehensive Income (Loss), (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) the Notes to Condensed Consolidated Financial Statements.

 

 

SIGNATURES

 

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

 

RELIV’ INTERNATIONAL, INC.
By:	/s/ Robert L. Montgomery
	Robert L. Montgomery, Chairman of the Board of Directors and Chief Executive Officer
Date:  May 13, 2016
By:	/s/ Steven D. Albright
	Steven D. Albright, Chief Financial Officer (and accounting officer)
Date:  May 13, 2016