10-Q 1 q12015forevergreen10q512v5.htm QUARTERLY REPORT ON FORM 10Q FOR THE QUARTER ENDED MARCH 31, 2015 UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


[X]

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

EXCHANGE ACT OF 1934


For the quarterly period ended March 31, 2015


[  ]

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: 000-26973


FOREVERGREEN WORLDWIDE CORPORATION

(Exact name of registrant as specified in its charter)


NEVADA                                                                                    

(State or other jurisdiction of incorporation or organization)

87-0621709                                        

(I.R.S. Employer Identification No.)

644 NORTH 2000 WEST, LINDON, UTAH         

(Address of principal executive offices)

84042       

(Zip Code)


(801) 655-5500

(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 [X]   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:


Large accelerated filer [  ]

Non-accelerated filer [  ]

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 5, 2015 was 23,596,951.



1




TABLE OF CONTENTS


PART I – FINANCIAL INFORMATION


Item 1.  Financial Statements

2

Condensed Consolidated Balance Sheets

3

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

4

Condensed Consolidated Statements of Cash Flows

5

Notes to the Condensed Consolidated Financial Statements

6

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

11

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

15

Item 4.  Controls and Procedures

15


PART II – OTHER INFORMATION


Item 6.  Exhibits

16

Signatures

17









PART I – FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS


The financial information set forth below with respect to our statements of operations for the three month periods ended March 31, 2015 and 2014 is unaudited.  This financial information, in the opinion of management, includes all adjustments consisting of normal recurring entries necessary for the fair presentation of such data.  The results of operations for the three month periods ended March 31, 2015 are not necessarily indicative of results to be expected for any subsequent period.  




2








ForeverGreen Worldwide Corporation and Subsidiaries

Condensed Consolidated Balance Sheets

 

 

March 31,

2015

 

December 31,

2014


ASSETS

 

(Unaudited)

 

 

CURRENT ASSETS

 

 

 

 

   Cash and cash equivalents

$

474,847

$

580,522

   Restricted cash

 

486,749

 

589,449

   Accounts receivable, net

 

952,589

 

530,509

   Member advances

 

539,608

 

381,500

   Prepaid expenses and other assets

 

780,873

 

644,189

   Inventory

 

1,912,989

 

2,017,263

           Total Current Assets

 

5,147,655

 

4,743,432

PROPERTY AND EQUIPMENT, net

 

2,836,264

 

2,565,003

OTHER ASSETS

 

 

 

 

   Deposits and other assets

 

217,866

 

208,795

   Intangible assets

 

168,074

 

192,403

           Total Other Assets

 

385,940

 

401,198

TOTAL ASSETS

$

8,369,859

$

7,709,633

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

   Bank overdraft

$

174,061

$

93,701

   Accounts payable

 

2,101,254

 

1,442,349

   Accrued expenses

 

4,278,317

 

4,879,172

   Deferred Revenue

 

389,672

 

171,885

  Notes payable, related parties

 

922,478

 

922,478

  Convertible notes, related parties

 

245,000

 

245,000

  Convertible notes payable, unrelated parties

 

331,756

 

331,756

            Total Current Liabilities

 

8,442,538

 

8,086,341

 

 

 

 

 

TOTAL LIABILITIES

 

8,442,538

 

8,086,341

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

--

 

--

 

 

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

 

         Preferred stock;  no stated par value; authorized 10,000,000 shares;

          no shares issued or outstanding

 

--

 

--

         Common stock, par value $0.001 per share; authorized

 

 

 

 

          100,000,000 shares; 23,596,951 and 23,596,951 shares

 

 

 

 

          issued and outstanding, respectively

 

23,597

 

23,597

          Additional paid-in capital

 

34,263,045

 

34,263,045

          Accumulated other comprehensive income/(loss)

 

(475,791)

 

(444,442)

          Accumulated deficit

 

(33,883,530)

 

(34,218,908)

                Total Stockholders' Deficit

 

(72,679)

 

(376,708)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$

8,369,859

$

7,709,633


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






3








ForeverGreen Worldwide Corporation and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Income

(Unaudited)

 

 

March 31,

2015

 

March 31,

2014

 

 

 

 

 

TOTAL REVENUES, net

 

17,198,940

 

10,536,402

COST OF SALES, net

 

4,193,201

 

2,559,005

 

 

 

 

 

GROSS PROFIT

 

13,005,739

 

7,977,397

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

   Sales and marketing

 

8,188,261

 

5,020,046

   General and administrative

 

4,405,665

 

2,690,349

      Total Operating Expenses

 

12,593,926

 

7,710,395

 

 

 

 

 

NET OPERATING INCOME

 

411,813

 

267,002

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

   Other expense

   

(19,116)

 

(11,099)

   Interest expense

   

(57,319)

 

(74,851)

      Total Other Expense

 

(76,435)

 

(85,950)

 

 

 

 

 

Income before income tax provision

 

335,378

 

181,052

   Income Tax Provision (Benefit)

 

--

 

--

 

 

 

 

 

NET INCOME

$

335,378

$

181,052

 

 

 

 

 

BASIC AND DILUTED INCOME PER COMMON SHARE

$

.01

$

.01

 

 

 

 

 

BASIC WEIGHTED AVERAGE NUMBER OF

 

 

 

 

COMMON SHARES OUTSTANDING

 

23,593,951

 

20,241,030

 

 

 

 

 

DILUTED WEIGHTED AVERAGE NUMBER OF

 

 

 

 

 COMMON SHARES OUTSTANDING

 

27,680,974

 

21,069,681

 

 

 

 

 

COMPREHENSIVE INCOME

 

 

 

 

A summary of the components of other comprehensive income/(loss) for the fiscal periods ended March 31, 2015 and 2014 is as follows:

 

 

 

 

   Net Income

$

335,378

$

181,052

 

 

 

 

 

   Other Comprehensive Income/(Loss) – foreign currency translation

 

(31,349)

 

(12,695)

 

 

 

 

 

      Comprehensive Loss

$

304,029

$

168,357

 

 

 

 

 

 

 

 

 

 

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



4







ForeverGreen Worldwide Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

 

March 31,

2015

 

March 31,

2014

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

Net income

$

335,378

$

181,052

Adjustments to reconcile net income to net

 

 

 

 

cash provided by (used in) operating activities:

 

 

 

 

   Depreciation and amortization

 

161,821

 

69,918

Changes in operating assets and liabilities:

 

 

 

 

   Restricted cash

 

102,699

 

--

   Accounts receivable

 

(422,947)

 

(702,631)

   Prepaid expenses

 

(150,312)

 

(403,088)

   Member advance

 

(158,107)

 

--

   Deposits and other assets

 

727

 

(93,309)

   Inventory

 

46,499

 

146,697

   Accounts payable

 

1,180,034

 

141,768

   Deferred revenue

 

217,787

 

(214,571)

   Accrued expenses

 

(1,127,223)

 

681,148

         Net Cash Provided by (Used in) Operating Activities

 

186,356

 

(193,016)

        

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

   Cash paid for intangibles

 

--

 

(325)

   Purchases of property and equipment

 

(397,765)

 

(305,898)

         Net Cash Used in Investing Activities

 

(397,765)

 

(306,223)

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

   Proceeds from bank overdraft

 

86,353

 

3,870

   Payments on notes payable

 

--

 

(92,886)

   Proceeds from common stock issuance

 

--

 

1,700,000

        Net Cash Provided by Financing Activities

 

86,353

 

1,610,984


Effect of Foreign Currency on Cash

 

19,381

 

15,759

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH

 

(105,675)

 

1,127,504

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 

580,522

 

284,741

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

$

474,847

$

1,412,245

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION

 

 

 

 

  Cash paid for interest

$

57,319

$

74,858

  Cash paid for income taxes

 

 

 

 

 

 

 

 

 

NON-CASH INVESTING AND FINANCING ACTIVITIES:

 

 

 

 

    Common stock issued for subscription receivable

$

--

$

300,000




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

 

5



FOREVERGREEN WORLDWIDE CORPORATION

Notes to the Condensed Consolidated Financial Statements

(Unaudited)


NOTE 1 – CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


The accompanying consolidated financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows as of and for the period ended March 31, 2015 and for all periods presented have been made.


Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2014 audited financial statements as reported in its Form 10-K. The results of operations for the three-month period ended March 31, 2015 are not necessarily indicative of the operating results for the full year ended December 31, 2014.


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of Presentation

The accompanying consolidated financial statements are prepared on the basis of accounting principles generally accepted in the United States of America.


Principles of Consolidation

The consolidated balance sheets and statement of operations at March 31, 2015 include the books of ForeverGreen Worldwide Corporation (Nevada) and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in the consolidation.


Foreign Currency Translation

The Company’s functional currency is recorded in various currencies, corresponding to the various foreign subsidiaries and its reporting currency is the United States dollar. Management has adopted ASC 830-20, “Foreign Currency Matters – Foreign Currency Transactions.”  All assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. For revenues and expenses, the weighted average exchange rate for the period is used.  Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in other comprehensive loss.


Use of Estimates

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


Fair Value of Financial Instruments

The carrying amounts reported in the balance sheets for accounts receivable, accounts payable and accrued liabilities approximate fair value because of the immediate or short-term nature of these financial instruments. The carrying amounts reported for notes payable approximate fair value because the underlying instruments are at interest rates which approximate current market rates.





6






FOREVERGREEN WORLDWIDE CORPORATION

Notes to the Condensed Consolidated Financial Statements

(Unaudited)


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued


Basic and Diluted Loss Per Share

Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed by dividing net loss by the weighted-average number of common shares and dilutive potential common shares outstanding during the period. Such potentially dilutive shares are excluded when the effect would be anti-dilutive.


Revenue Recognition

Revenues and costs of revenues are recognized during the period in which the products are provided. The Company applies the provisions of FASB Accounting Standards Codification (“ASC”) 605-10, Revenue Recognition in Financial Statements ASC 605-10, which provides guidance on the recognition, presentation, and disclosure of revenue in financial statements filed with the SEC. ASC 605-10 outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. In general, the Company recognizes revenue for sale of products when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured.


The Company’s source of revenue is from the sale of various food and other natural products. The Company recognizes the sale upon shipment of such goods. The Company offers a 100% satisfaction guarantee against defects for 30 days after the sale of their product except for a few circumstances. The Company extends this return policy to its members for a 30 day period and the consumer has the same return policy in effect against the member. All conditions of ASC 605-10 are met and the revenue is recorded upon sale, with an estimated allowance for returns where material.


Inventory

Inventory is recorded at the lower of cost or market and valued on a first-in, first-out basis. Inventory consists primarily of consumable food products and ingredients. Food products are discarded as they reach the expiration dates because the food products are made with natural foods containing a minimum of preservatives. Non-food products are reviewed periodically to determine any obsolescence and a reserve is booked when appropriate. The products have expiration dates that range from 3 months on some of the food products to 2 years for non-food products. On March 31, 2015 and December 31, 2014, the reserve for obsolete inventory had balances in the amount of $40,000 and $40,000, respectively. This increase of allowance is due to receiving some defective inventory that the Company is trying to return to the vendor.


Accounts Receivable and Member Advances

Accounts receivable arise from doing business with third party distributor centers in various locations throughout South America and Korea. The accounts receivable are made up of fees owed by the distribution centers to the Company for the right to do business in our name. The Company evaluates the need for an allowance for doubtful accounts when it is determined that collection amounts owed is unlikely. No allowance has been recorded at March 31, 2015 or at December 31, 2014.


Members are required to pay for products prior to shipment. Members typically pay for products in cash, by wire transfer or by credit card. Accordingly, the Company seldom carries accounts receivable from members that are not distribution centers and any balances carried would be minimal.  In order to increase business, the Company




7







FOREVERGREEN WORLDWIDE CORPORATION

Notes to the Condensed Consolidated Financial Statements

(Unaudited)


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued


Accounts Receivable – continued


advanced $539,608 to new Members to assist them with building their businesses. No allowance has been recorded for uncollectable advances.


Valuation of Long-lived Assets

In accordance with ASC 360-10, the carrying values of the Company’s long-lived assets are reviewed for impairment annually and whenever events or changes in circumstances indicate that they may not be recoverable. The Company records impairment of long-lived assets to be held and used or to be disposed of when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount.  The Company’s assessment of events and circumstances indicated that an analysis for impairment of long-lived assets as of March 31, 2015 was not needed.


Intangible Assets

Intangible assets consist of patent costs, trademark costs and the customer base. Patent costs are costs incurred to develop and file patent applications. Trademark costs are costs incurred to develop and file trademark applications. If the patents or trademarks are approved, the costs are amortized using the straight-line method over the estimated lives of 7 years for patents and 10 years for trademarks. Unsuccessful patent and trademark application costs are expensed at the time the application is denied. Management assesses the carrying values of long-lived assets for impairment when circumstances warrant such a review. In performing this assessment, management considers current market analysis of the technology and future cash flows.


The Company recognizes impairment losses when undiscounted cash flows estimated to be generated from long-lived assets are less than the net carrying amount of intangible assets. No impairment was recognized, accordingly, during the periods ended March 31, 2015 and 2014.



New Accounting Pronouncements

After evaluating the recent accounting pronouncements through the date of this filing, the Company has concluded that application of these pronouncements will have no material impact on the Company’s financial results.


NOTE 3 – DEBT


Notes payable as of March 31, 2015

AMOUNT


TYPE

CONVERSION RATE PER SHARE


ORIGINATION DATE

INTEREST

RATE


DUE DATE


$     485,000


Related party


NA


12/9/2008


10%


Due on demand

$     437,478

Related party

NA

7/31/2009

10%

12/31/2015   

$       45,000

Convertible,

Related party

.15

10/7/2010

14%

12/31/2015





8






FOREVERGREEN WORLDWIDE CORPORATION

Notes to the Condensed Consolidated Financial Statements

(Unaudited)



NOTE 3 – DEBT - continued


Notes payable as of March 31, 2015 - continued


AMOUNT


TYPE

CONVERSION RATE PER SHARE


ORIGINATION DATE

INTEREST

RATE


DUE DATE

$     200,000

Convertible,

Related party

.20

1/19/2011

14%

12/31/2015

$    100,000

Convertible,

Non-related

.20

3/14/2011

14%

12/31/2015

$    231,756

Convertible,

Non-related

.20

3/9/2010

15%

12/31/2015

$ 1,499,234

Total

 

 

 

 


On February 25, 2015, the Company signed a $1,000,000 line of credit promissory note with a non-related party with an 8% interest rate and a repayment date of December 31, 2015.  The note holder has the option to convert the note into common stock at a conversion rate of $.70 per share.  The draws on the line of credit as of March 31, 2015 totaled $0.


NOTE 4 - MEMBER ADVANCES


The Company has advanced amounts to three Members in the amount of $539,608.  The first Member’s advance amount of $365,000 is due on demand and bears a 10% compound annual interest rate.  The second Member’s advance amount of $168,608 bears an 8% compound annual interest rate is to be repaid in future commissions owing to the Member up through December 31, 2015 and starting in 2016 is to be repaid in $8,000 monthly payments or 9% of future commissions, whichever is greater.  The remaining $6,000 represents amounts advanced to another member and is due on demand and bears no interest.


NOTE 5 - COMMITMENTS AND CONTINGENCIES


The Company has evaluated commitments and contingencies from the balance sheet date through the date the financial statements were issued and has determined that there are no such commitments and contingencies that would have a material impact on the financial statements.










9







FOREVERGREEN WORLDWIDE CORPORATION

Notes to the Condensed Consolidated Financial Statements

(Unaudited)


NOTE 6 – INVENTORY


Inventories for March 31, 2015 and December 31, 2014 were classified as follows:


 

 

March 31,

2015

 

December 31,

2014

Raw Materials

$

1,188,062

$

 1,271,915

Finished Goods

 

764,927

 

785,348

Total Inventory

 

1,952,989

 

2,057,263

Less Reserve for Obsolete Inventory

 

(40,000)

 

(40,000)

Total Inventory (net of reserve)

$

1,912,989

$

 2,017,263


NOTE 7 – NEW SUBSIDIARIES


During the three month period ended March 31, 2015, the Company has formed the following wholly-owned subsidiaries, Forevergreen Puerto Rico LLC, Forevergreen Dominicana S.R.L.  These subsidiaries are wholly-owned by the Company.  


NOTE 8 – SUBSEQUENT EVENTS


On February 25, 2015, the Company signed a $1,000,000 line of credit promissory note with a non-related party with an 8% interest rate and a repayment date of December 31, 2015.  The note holder has the option to convert the note into common stock at a conversion rate of $.70 per share.  The draws on the line of credit between April 22, 2015 and the date of this filing total $990,000.






10







In this report references to “ForeverGreen,” “the Company,” “we,” “us,” and “our” refer to ForeverGreen Worldwide Corp. and its subsidiaries.

NOTE REGARDING FORWARD LOOKING STATEMENTS


The U.S. Securities and Exchange Commission (“SEC”) encourages reporting companies to disclose forward-looking information so that investors can better understand future prospects and make informed investment decisions.  This report contains these types of statements.  Words such as “may,” “expect,” “believe,” “anticipate,” “estimate,” “project,” or “continue” or comparable terminology used in connection with any discussion of future operating results or financial performance identify forward-looking statements.  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.  All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.



ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Executive Overview


ForeverGreen Worldwide is a holding company which operates through its wholly-owned subsidiaries ForeverGreen International, LLC, Productos Naturales Forevergreen Internacional en Mexico S.A. de C.V., FVGR Colombia S.A.S., 3-101-607360 S.A. (a Costa Rican corporation), ForeverGreen Chile SpA, Forevergreen (Aust & NZ) Pty, Ltd, ForeverGreen Singapore Pte Ltd, ForeverGreen Taiwan, ForeverGreen Japan (KK), ForeverGreen Peru SAC, ForeverGreen (HK) Limited (Hong Kong), ForeverGreen Marketing Corporation (Philippines), FG International LLP (India), Forevergreen Puerto Rico LLC and Forevergreen Dominicana S.R.L. (Dominican Republic).  


We intend to continue our emphasis as a total lifestyle company focused on bringing our domestic and international Members and customers our exclusive FGXpress products, PowerStrips SolarStrips and BeautyStrips products. In addition through the Farmers Market we will continue to share our FrequenSea, organic chocolates, weight management products, convenient whole foods, personal care products and essential oils to our Members and customers. In addition, our focus is to assist prospective Members in creating a home-based business with home business training, mentorship and accountability so that they can benefit from the residual income stream opportunities we offer. As our international markets mature, additional ForeverGreen products may also be introduced in each international market. We will seek relations with key vendors to continue developing innovative new products that are exclusive to our Members.


During the first quarter of 2015 the Company experienced exciting updates and international expansion that included:


Trackable shipping in North America. FGXpress orders were announced to be delivered in three to five days, including in Canada. With the ability to monitor FGXpress orders online in real time, Members will be able to operate their business with greater efficiency and communicate product arrivals to consumers. This will add to the bottom line by decreasing the number of lost and replacement shipments.


Rapid growth in Australia, New Zealand and Oceania. Triple-digit growth margins were announced with January sales exceeding the previous year by 240%. With advanced regional logistics and strong international leadership from the U.S. and Europe.  Australia, New Zealand and Oceana are poised to become the Company’s strongest growth regions in 2015.




11







New growth and leadership development in the Middle East and Africa.  Company growth in these regions was up 280% in year-over-year sales. ForeverGreen is taking advantage of unprecedented opportunities in these markets. With improved logistical support and better access to leaders in management, we anticipate the region will have great growth margins in 2015.


Opening of our new European warehouse in Poland. The new warehouse is drastically improving the speed of shipments to countries throughout Europe, with deliveries within five days. With steady support from this regional warehouse and online tracking, ForeverGreen anticipates sales in Europe will continue to rise.


Expanded international U of YOU meetings in 5 different countries. The third pillar of ForeverGreen’s success is the personal development program authored by C.E.O. Ron Williams and represents the core business training to both staff and members throughout the world. ForeverGreen believes its Members are the best products and is emphasizing this message throughout the world with Ron Williams personally delivering the message through the inspirational and empowering U of YOU one-day experience.


Acquisition of strategic resources and relationships in Brazil.  ForeverGreen can now with these new connections, utilize existing infrastructure and registrations for expanding its business throughout this market. Brazil has broken into the top five direct selling markets in the world and is now a $14 billion a year industry.

 

Hitting a key milestone of selling our 20 millionth PowerStrip.  ForeverGreen’s is thrilled with the acceptance around the world of its top-selling product, PowerStrips. The recent certification in Europe (CE), along with upgrades the company has made in other markets bode well for the future.


The Company is currently negotiating a business relationship with a California based company specializing in a variety of innovative holistic and health products. These negotiations include developing a relationship which will create specialized products for the Company’s Versativa brand of products, and a strategic investment in the Company through a significant purchase of the Company’s restricted common stock. Our management believes that this relationship and the creation of these products will align the Company with the future of this industry and improve the Company’s worldwide sales.


Our major challenges for the next twelve months will be to respond to current economic conditions and to properly manage our systems and logistics centers around the world to support the demand for our products and business opportunity. Included in this challenge is the need to continue to meet a high standard of quality and customer service and maintain the highest levels of Member satisfaction.


Overcoming periodic economic downturns will require skilled personnel and responsive manufacturing and shipping facilities. Management intends to continue ongoing process improvement initiatives, especially in the areas of production and order fulfillment. These new operating efficiencies are targeted to address the current economic environment as well as prepare the Company for the upturn in demand as people continue to look for alternative income opportunities. We are actively positioning ForeverGreen to be the company that people can align with for the future as traditional employment options.


To keep pace with our market and product growth, we anticipate the need to expand our international logistics centers. The rewards of this strategy include increased sales performance and diversified market incomes. International expansion is very expensive and profitability in a given foreign country depends on key Members who can rapidly ramp up their business growth and volume in the target region.


Results of Operations


The following chart summarizes the consolidated statements of operations of ForeverGreen Worldwide and Subsidiaries for the quarter ending March 31, 2015 and 2014.





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Three month period ended March 31,

(Unaudited)

SUMMARY OF OPERATING RESULTS

2015

% of Revenues

2014

% of Revenues

Revenues, net

$  17,198,940

 

$  10,536,402

 

Cost of sales

4,193,201

24.3%

2,559,005

24.2%

Gross profit

13,005,739

75.6%

7,977,397

75.7%

Selling and marketing expenses

8,188,261

47.6%

5,020,046

47.6%

General and administrative expenses

4,405,665

25.6%

2,690,349

25.5%

Total operating expenses

12,593,926

73.2%

7,710,395

73.1%

Net operating income

411,813

2.3%

267,002

2.5%

Total other expense

(76,435)

-0.4%

(85,950)

-0.8%

Income tax provision

--

0.0%

--

0.0%

Net income

335,378

1.9%

181,052

1.7%

Net income per share (basic and diluted)

 $             0.01

 

$             0.01

 


The Company recognized product revenues of $16,115,618, and shipping and other revenues of $1,083,322, for the first quarter of 2015 compared to product revenues of $10,082,455, and shipping and other revenues of $453,947, for the same period of 2014.  


The Company experienced a 63.2% increase in revenues for the 2015 first quarter over the 2014 first quarter. Our source of revenue is from the sale of various foods, other natural products, Member sign up fees, kits, freight and handling to deliver products to the Members and customers. This increase in revenues is directly related to the increased number of Members and their business.  We recognize revenue upon shipment of a sales order.


Cost of sales consists primarily of the cost of procuring and packaging products, the cost of shipping product to our international subsidiaries, warehouses and to our Members, plus credit card sales processing fees.  Cost of sales was approximately 24.3% of revenues for the first quarter of 2015 compared to 24.2 % of revenues for 2014.


Management continues to negotiate better costs and terms with our key vendors to lower our cost of goods sold.  New products have been and will continue to be introduced to bolster Member recruiting and product sales.  In addition, management intends to improve our marketing plan to enhance overall profitability.  Our management will continue to scrutinize expenses related to our operating activities and order fulfillment to determine appropriate actions to take to reduce these costs.


General and administrative expenses for the first quarter of 2015 were 25.6% of revenues compared to 25.5% for 2014.  This slight increase is due to hiring more employees to support the growth of the company.


The total other expense for the first quarter of 2015 were down slightly at 0.4% compared to 0.8% for 2014. This decrease is directly attributable to the Company having two loans being converted to equity during 2014 which lowered the interest payments.






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Liquidity and Capital Resources


SUMMARY OF BALANCE SHEET

 

Three months ended

March 31,

2015

 


Year ended

Dec. 31, 2014

 

 

(Unaudited)

 

 

Cash and cash equivalents

$

474,847

$

580,522

Total current assets

 

5,147,655

 

4,743,432

Total assets

 

8,369,859

 

7,709,633

Total current liabilities

 

8,442,538

 

8,086,341

Total liabilities

 

8,442,538

 

8,086,341

Accumulated deficit

 

(33,883,530)

 

(34,218,908)

Total stockholders’ deficit

$

(72,679)

$

(376,708)


Our total assets increased to $8,369,859 at March 31, 2015 compared to $7,709,633 at December 31, 2014. The increase is primarily due to increased accounts receivable of $422,080 and an increase of $271,261 in property plant and equipment as management continues to invest in long term assets.  The increase in accounts receivable is due to the timing of credit card deposits in transit.  March 31, 2015 ended on a Tuesday, and we record over half of our weekly sales on Tuesday.  All of those sales were classified as account receivable.


Our total liabilities for the first quarter of 2015 were $8,442,538 compared to $8,086,341 at year end 2014.  This increase is due to a $658,905 increase in accounts payable due to purchasing inventory to support increasing sales and support a larger volume of business. A decrease in accrued expenses of $600,855 is due to lower commissions payable At December 31, 2014 we had one and a half commission periods that were payable, at March 31, 2015 we only had one period that was not paid.  Deferred revenue increased by $217,787, this was due to having logistics issues at the end of the quarter that prevented the shipment of product.  As a result, the revenues for those orders were deferred. Our bank overdraft increased by $80,360, this again is due to the timing of when our commission checks were mailed out.  


Management anticipates that any future additional capital needed for cash shortfalls will be provided by debt financing.  We may pay these loans with cash, if available, or convert these loans into common stock.  We may also issue private placements of stock to raise additional funding.  Any private placement likely will rely upon exemptions from registration provided by federal and state securities laws.  The purchasers and manner of issuance will be determined according to our financial needs and the available exemptions.  We also note that if we issue more shares of our common stock then our shareholders may experience dilution in the value per share of their common stock.  


Commitments and Obligations


The Company has an agreement with one vendor, Marine Life Sciences, LLC, that  supplies 100% of a the marine phytoplankton included in several top selling products.  If that vendor were to discontinue the supply of this ingredient, our sales could decrease significantly. There are other providers of that ingredient in the world; however, the Company considers this provider to have the very best quality, which is nutritionally superior to other sources of this ingredient, and has no intention of obtaining it from any other provider.





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As of March 31, 2015 the Company has $1.5 million in debt with a due date of December 31, 2015. Management anticipates it will satisfy these notes payable through increased revenues or negotiation of new payment due dates.


Off-balance Sheet Arrangements


We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.


Critical Accounting Estimates


The Company records impairment of long-lived assets to be held and used or to be disposed of when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount. The Company did an annual analysis for the period ended March 31, 2015 and determined no adjustment to long-lived assets was needed.


The Company adjusts its inventories to lower of cost or market. Additionally we adjust the carrying value of our inventory based on assumptions regarding future demand for our products and market conditions. If future demand and market conditions are less favorable than management’s assumptions, additional inventory write-downs could be required. Likewise, favorable future demand and market conditions could positively impact future operating results if previously written down inventories are sold.


In determining the allowance for doubtful accounts, the Company evaluates the collectability of its accounts receivable and member advances based on a combination of factors. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations to us (e.g., bankruptcy filings), the Company records a specific allowance for doubtful accounts against amounts due to reduce the net recognized receivable to the amount it reasonably believe will be collected. For all other customers, the Company recognizes allowances for doubtful accounts based on the length of time the receivables are past due. If circumstances change (e.g., unexpected material adverse changes in a major customer’s ability to meet its financial obligation to us or higher than expected customer defaults), the Company’s estimates of the recoverability of amounts could differ from the actual amounts recovered



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Not applicable to smaller reporting companies.



ITEM 4.  CONTROLS AND PROCEDURES


Disclosure Controls and Procedures


We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC.  This information is accumulated to allow timely decisions regarding required disclosure.  Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report and concluded that our disclosure controls and procedures were effective.  


Changes to Internal Control over Financial Reporting


Our management is responsible for establishing and maintaining adequate internal control over financial reporting




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(as defined in Rule 13a-15(f) under the Exchange Act).  Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Our management has determined that there were no changes made in the implementation of our internal controls over financial reporting during the quarter ended March 31, 2015 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.  



PART II – OTHER INFORMATION


ITEM 6.  EXHIBITS


Part I Exhibits

No.

Description

31.1

Chief Executive Officer Certification

31.2

Chief Financial Officer Certification

32

Section 1350 Certification


Part II Exhibits

No.

Description

3(i)

Articles of incorporation, as revised (Incorporated by reference to exhibit 3.1 for Form 8-K, as amended, filed December 18, 2006)

3(ii)

Bylaws, as revised (Incorporated by reference to exhibit 3.2 for Form 8-K, as amended, filed December 18, 2006)

10.1

Lease agreement between ForeverGreen International LLC and Big Stick Enterprises, LLC, dated March 1, 2015. (Incorporated by reference to exhibit 10.1 to Form 10-K, filed March 28, 2014)

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Label Linkbase Document.

101.PRE

XBRL Taxonomy Presentation Linkbase Document.





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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.



FOREVERGREEN WORLDWIDE CORPORATION




By:  /s/ Ronald K. Williams

         Ronald K. Williams

         Chairman of the Board, President,

         Chief Executive Officer






Date:  May 14, 2015




By:  /s/ Jack B. Eldridge, Jr.          

         Jack B. Eldridge, Jr.         

         Chief Financial Officer

         Treasurer




Date:  May 14, 2015





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