-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U62zDFhaNftusGNvwQTF/lkTme/RUlBDJAJ9ujLfbEisEBQZQwWoRGwn2E1Ky/cS lPiOAtfZwVo6QB9KtJd84g== 0001057056-00-000017.txt : 20000331 0001057056-00-000017.hdr.sgml : 20000331 ACCESSION NUMBER: 0001057056-00-000017 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RELIV INTERNATIONAL INC CENTRAL INDEX KEY: 0000768710 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 371172197 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-19932 FILM NUMBER: 585648 BUSINESS ADDRESS: STREET 1: 136 CHESTERFIELD INDUSTRIAL BLVD STREET 2: P O BOX 405 CITY: CHESTERFIELD STATE: MO ZIP: 63006-0405 BUSINESS PHONE: 3145379715 MAIL ADDRESS: STREET 1: 136 CHESTERFIELD INDUSTRIAL BLVD STREET 2: P O BOX 405 CITY: CHESTERFIELD STATE: MO ZIP: 63006-0405 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN LIFE INVESTORS INC DATE OF NAME CHANGE: 19920315 10-K 1 FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1999 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 1999 Commission File Number 1-11768 RELIV' INTERNATIONAL, INC. (Exact name of Registrant as specified in its charter) Illinois 371172197 -------- --------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 136 Chesterfield Industrial Boulevard Chesterfield, Missouri 63006 ---------------------- ----- (Address of principal executive offices) (Zip Code) (636) 537-9715 -------------- Registrant's telephone number, including area code Securities registered pursuant to Sections 12(b) and 12(g) of the Act: Name of each exchange Title of Class on which registered: -------------- -------------------- Common Stock, without par value NASDAQ National Market tier of The NASDAQ Stock Market 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. X Yes No ---- ----- 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 in Part III of the Form 10-K or any amendment to the Form 10-K. [ ] Based upon the closing price of $2.00 per share of Registrant's Common Stock as reported on NASDAQ National Market tier of The NASDAQ Stock Market at March 15, 2000, the aggregate market value of the voting stock held by non- affiliates of the Registrant was then approximately $11,277,180. (Determination of stock ownership by non-affiliates was made solely for the purpose of responding to the requirements of the Form and the Registrant is not bound by this determination for any other purpose.) The number of shares outstanding of the Registrant's Common Stock as of March 15, 2000, was 9,551,102 (excluding treasury shares). DOCUMENTS INCORPORATED BY REFERENCE Portions of Registrant's Proxy Statement for the 2000 Annual Meeting of Shareholders to be filed with the Commission within 120 days of the end of Registrant's last fiscal year is incorporated by reference into Part III. PART I Item No. 1 - Business General Reliv' International, Inc. (the "Company") was incorporated in Illinois on February 11, 1985, under the name American Life Investors, Inc. The name of the Company was changed to its current name on January 20, 1992. The Company maintains its principal executive offices at 136 Chesterfield Industrial Boulevard, Chesterfield, Missouri 63006. The Company produces a line of food products including nutritional supplements, diet management products, functional foods, a line of granola bars and a sports drink mix. Functional foods are products designed to influence specific functions of the body. These products are sold by subsidiaries of the Company to a sales force of independent distributors who sell products directly to consumers. The Company and its subsidiaries sell products to distributors throughout the United States and in Australia, Canada, New Zealand, Mexico, the United Kingdom and Colombia. The Company has two wholly-owned subsidiaries, Reliv', Inc. ("Reliv'") and Reliv' World Corporation ("Reliv' World"). Reliv' World has six subsidiaries - - Reliv' Australia, Reliv' Canada, Reliv' New Zealand, Reliv' Mexico, Reliv' Europe and Reliv Now Colombia. Reliv' was organized as an Illinois corporation on May 24, 1988, as a wholly-owned subsidiary of the Company, and began selling nutritional supplement products in October, 1988, in the United States. In Australia, Canada, New Zealand, Mexico, the United Kingdom and Colombia, the Company's products are sold through Reliv' World and its subsidiaries in each of such countries. Reliv' World was organized as an Illinois corporation on March 30, 1992, as a wholly-owned subsidiary of Reliv'. Reliv' World was organized to conduct the foreign sales operations of the Company and to own foreign sales operations and subsidiaries. On July 1, 1992, Reliv' declared a dividend of all of the stock of Reliv' World and distributed all of such stock to its sole shareholder, the Company. In February, 1991, Reliv' entered into a joint venture agreement with an Australian corporation and the joint venture began to market, sell and distribute Reliv' products in Australia in May, 1991. Reliv' Australia Pty, Ltd. ("Reliv' Australia"), a wholly-owned subsidiary of Reliv' World, entered into an agreement to purchase the joint venture interest of the Australian corporation. Reliv' Australia also entered into an agreement with the three shareholders of the Australian corporation under which a partnership of such persons, as a distributor of Reliv' Australia, is to receive, for a period of 10 years from March 1, 1992, 2 percent of sales in Australia and New Zealand (defined as the designated retail selling price of all products, on which commissions are payable to distributors), up to approximately $10 million (AUS) in 1992, and $12 million (AUS) in all subsequent years during the term, and 3 percent of sales that exceed those figures. Since March 2 1, 1992, the business of the Company in Australia and sales of the Company's products there has been conducted by Reliv' Australia. During April, 1992, Reliv' New Zealand Limited ("Reliv' New Zealand") was organized as a New Zealand company and as a wholly-owned subsidiary of Reliv' World (except for nominal shares held by an officer). In June, 1992, Reliv' New Zealand began selling the Company's products through independent distributors in New Zealand. On June 9, 1992, Reliv' Canada, Ltd. ("Reliv' Canada") was organized as an Ontario, Canada corporation and as a wholly-owned subsidiary of Reliv' World. Reliv' Canada commenced operations during October, 1992, and began selling the Company's products to distributors in Canada in November, 1992. On December 31, 1995, Reliv' Canada was converted to a Nova Scotia, Canada unlimited liability company, wholly-owned by Reliv' World (except for one percent owned by the Company), under the name Reliv' Canada Company. On June 28, 1993, Reliv' Mexico S.A. de C.V. ("Reliv' Mexico") was organized as a Mexican corporation and as a wholly-owned subsidiary of Reliv' World (except for one share owned by the Company). Reliv' Mexico commenced operations in June, 1993, and began selling the Company's products to distributors in Mexico in August, 1993. On December 20, 1994, Reliv' Mexico was converted to a Mexican limited liability company under the name Reliv' Mexico, S. de R.L. de C.V. On July 1, 1995, Reliv' UK began the marketing and sale of the Company's products in the United Kingdom in accordance with the Reliv' system under a license and distributor arrangement with the Company. Pursuant to the terms of the arrangement, Reliv' UK purchased all of its requirements for products from the Company and paid Reliv' World a royalty on products sold. On October 1, 1998, Reliv' Europe, Inc., a wholly-owned subsidiary of Reliv' World, purchased all of Reliv' U.K.'s capital stock in return for a 3% equity ownership in Reliv' Europe. The former owner of Reliv' U.K. forgave approximately $435,000 in advances to Reliv' U.K. Under the purchase arrangement, the former owner will receive monthly payments equal to 1.5% of Reliv' Europe's retail sales for a period of ten years. In July, 1999, Reliv Now Colombia Ltda. ("Reliv Now Colombia") was organized as a Colombian corporation and as a wholly-owned subsidiary of Reliv World. Reliv Now Colombia commenced set-up operations in October, 1999, and began selling the Company's products to distributors in Colombia in March, 2000. Principal Products Through its subsidiaries, the Company markets and sells a line of related products including nutritional supplements, weight control products, functional foods, granola bars, and sports drink mixes. In December, 1999, the Company discontinued the sale of its skin care line. The nutritional supplements include Reliv' NOW(R) and Reliv' Classic(R). Both products are designed to provide a balanced nutritional supplement for an individual's diet and contain a variety of vitamins and minerals, soy and other protein sources and various herbs. The products are in 3 powdered form to be mixed with juice or other beverages. The Reliv' Classic formula has a U.S. patent and the Reliv' NOW formula is a no-yeast derivative of the Reliv' Classic formula. Reliv' NOW is available with all natural flavoring or in the original formula. Reliv' Ultrim-Plus(R) is designed as a meal replacement (for a maximum of two meals per day) in a weight loss program. In January, 2000, the Company introduced a newly modified formulation of Reliv' Ultrim-Plus to enhance weight loss in its users. The new product formulation now includes an advanced complex of thermogenic fat burners, along with an increased level of soy protein. Each serving of the product provides 35 percent of the recommended daily allowance of many essential vitamins and minerals. Reliv' Ultrim-Plus is available in three flavors - vanilla, chocolate and strawberry. The product is in powdered form for mixture with water or milk. Reliv' Cellebrate(R) is a patented weight loss aid designed to suppress appetite, curb the storage of body fat, and facilitate the body's fat burning process. Reliv' Cellebrate is in powdered form and is recommended to be used alone or with Reliv' Ultrim Plus meal replacement. Reliv' Ultra Bar(R) is a line of granola bars containing a mixture of grains and nuts which use the core formulation of Reliv' NOW vitamins, minerals, proteins and herbs. Flavors include yogurt, chocolate and raspberry carob. The bars are a snack food and nutritional supplement and are used with Reliv' Ultrim-Plus as a meal replacement in a weight loss program. Reliv' Innergize!(R)is a patented powdered sports drink containing a mixture of vitamins and minerals. Reliv' Innergize is available in lemon, orange and cool punch flavors. Reliv' Fibrestore(R) is a patented nutritional supplement containing fiber, vitamins, minerals and herbs. The product is in powdered form for mixture with water or juice. In January, 2000, the Company introduced a newly modified formulation of Reliv' Fibrestore to significantly reduce its calorie intake to just 25 calories per serving. A modified version of the Reliv' Fibrestore formula is marketed in Canada under the name Herbal Harmony in compliance with that country's nutritional regulations. Reliv' Arthaffect(R) is a nutritional supplement and functional food containing Arthred(TM), a patented form of hydrolyzed collagen protein, which is clinically reported to nutritionally support healthy joint function. The product is in powdered form for mixture with water, milk or juice. Reliv' Arthaffect was introduced in October, 1996. Reliv' ProVantage(TM) is a nutritional supplement containing soy, designed to enhance athletic performance. The product is also of benefit to dieters and others wanting to increase their soy intake. The product is in powdered form for mixture with water or juice. Reliv' ProVantage was introduced in October, 1997. Reliv' Healthy Pantry(TM) premium entrees are a line of soy-based functional foods. The meals are designed to offer the advantages of soy in low fat, easy to prepare meals. The line includes Pasta Prima Vera, Hearty Chili, Hearty Burger and Ala King dinner. The meals are in dried form and can 4 be prepared quickly with a minimum of additional ingredients. Reliv' Healthy Pantry was introduced in May, 1997. In November, 1998, the Company introduced Reliv' SoySentials(TM), a nutritional supplement containing soy as well as other vitamins, minerals and herbs designed for use by women. The product is in powdered form for mixture with water or juice. The U.S. Food and Drug Administration has identified soy protein as an effective nutrient for reducing cholesterol levels, and thereby reducing the risk of heart disease. In January, 2000, the Company introduced Reliv' SoySense(TM), a berry flavored nutritional supplement containing soy as well as other vitamins, minerals and herbs to be consumed by men as well as women. The product is in powdered form for mixture with water or juice. In January, 2000, the Company introduced Reliv Now For Kids, a product designed to provide a balanced nutritional supplement for a child's diet which contains a variety of vitamins and minerals. The products are in powdered form to be mixed with water or milk. Reliv Now for kids is available in chocolate and vanilla. The Company conducts ongoing research and development on its product line and intends to introduce additional product items. See "Research and Development." Patents and Trademarks The Company has obtained U.S. patents on the formulations of Reliv' Innergize!, Reliv' Fibrestore and Reliv' Cellebrate. The Reliv' Classic formula has a U.S. Patent. Reliv' NOW is a trade secret formulation which is a derivative of the Reliv' Classic formulation. The core mixture of Reliv' NOW is incorporated in the Reliv' Ultra Bars. These products are manufactured and sold by the Company under an Exclusive License Agreement dated December 1, 1991 ("License Agreement"). The License Agreement is worldwide in scope and continues through the life of the patent. Pursuant to the License Agreement, the Company is obligated to pay the owner of the patent and the developer of the formulations, Dr. Theodore P. Kalogris, a royalty of 5 percent of the revenues from the sale of products containing the licensed formulas, with a minimum $10,000 and maximum $22,000 monthly royalty. The Company's obligation to pay the royalty payments will terminate on the later of (i) 10 years from the date of the License Agreement or (ii) the death of Dr. Kalogris, and the License Agreement will be deemed to be paid in full at that time. The principal ingredient of Reliv' Arthaffect is the subject of an issued U.S. patent. Under an agreement dated November 6, 1996, Traco Labs, Inc. ("Traco"), exclusive licensee of the patent rights, sublicensed the rights to sell the product to the Company ("Traco Agreement"). The license is exclusive for direct sales in certain sales areas and is for a term ending upon the later of (i) the termination of Traco's rights to market the product or (ii) December 31, 2014. The Traco Agreement provides that the Company will purchase its requirements of the product from Traco, and the 5 exclusivity of the license is contingent on minimum purchases of the product being made by the Company. Trademark registrations for "Reliv'" and for many of the Company's product names are either issued or pending in the U.S. Patent and Trademark Office. Trademark registrations for selected marks have been issued or applied for in Australia, New Zealand, Canada, Mexico, the United Kingdom, Colombia, the Philippines and several other foreign countries. The Company considers its trademarks and tradenames to be an important asset of its business. Sales and Marketing The Company sells its products to a network of independent contractors, designated as "distributors", who in turn sell the products directly to consumers. The Company's products are marketed and sold to distributors in the United States, Australia, Canada, New Zealand, Mexico, the United Kingdom and Colombia through a subsidiary in each country. The marketing efforts of the Company and these subsidiaries are focused on the development, training and support of this network of independent distributors. The Company, through these subsidiaries, supports an active training program for distributors in which Company representatives and experienced distributors lead group training sessions. The Company and these subsidiaries also create and provide distributors with manuals, brochures and other promotional, training and informational publications. Periodically, each subsidiary sponsors distributor meetings at which Company representatives provide training and information concerning the Company's products. Company subsidiaries also sponsor group telephone conference calls for training and promotional activities. Distributors consist principally of individuals, although a limited number of distributors are corporations or partnerships. New distributors are sponsored by existing distributors. A new distributor is required to complete a distributor application and, in most areas, to purchase a package of distributor materials (for $39.95 in the United States) consisting of a distributor manual, business forms and promotional materials. Distributors purchase products from Company subsidiaries or from other distributors for resale or consumption by the distributor or his or her family. In each country in which the Company conducts business, distributors operate under a uniform distributor system which compensates distributors at varying levels based on sales volumes. Initially, a distributor is designated a Retail Distributor and is entitled to purchase products from a Company subsidiary or other distributors at a discount of 25 percent from the Company's suggested retail price. A distributor is promoted to higher levels in the system by increasing his or her sales of the Company's products, directly or through other distributors sponsored in the distributor's sales group, and by achieving designated sales volumes. These higher ranks of distributor are designated in order as Affiliate, Key Affiliate, Senior Affiliate and Master Affiliate. At each higher level, a distributor is entitled to purchase products at an increasingly higher discount; a Master Affiliate receives a 45 percent discount. Distributors receive retail profits equal to the difference between the price at which they sell the product to customers and the discounted price they paid for the product. Distributors also earn wholesale commissions on products purchased by other distributors in the distributor's sponsored 6 group equal to the difference between the price at which the distributor is entitled to purchase product at and the price at which downline distributors purchase product. The Company pays a Master Affiliate a commission with respect to products purchased directly from the Company by Retail Distributors, Affiliates, Key Affiliates or Senior Affiliates directly sponsored by them or who are in their personally sponsored group (i.e., individuals sponsored by the Master Affiliate's distributors, directly or indirectly). The commission is equal to the difference between the prices at which such distributors were entitled to purchase products and the 45 percent discounted price available to Master Affiliates. Senior Affiliates, Key Affiliates and Affiliates are entitled to receive from their Master Affiliate a portion of the commission paid to the Master Affiliate, based upon the purchases of products from Company subsidiaries by distributors sponsored by them or by distributors in their personal group. Master Affiliates are also entitled to receive additional compensation payments of two percent to five percent of the retail sales volume of product purchased from Company subsidiaries by Master Affiliates (and their personal groups) whom they have sponsored, and for up to five levels of sponsorship. To qualify for these additional compensation payments, Master Affiliates are required to maintain certain monthly sales volumes and document specified levels of retail sales. Master Affiliates who sponsor other distributors to the level of Master Affiliate are entitled to become part of the Director Program, and attain higher positions in the program based on the size of their additional compensation payments. The levels of Director, in order, are Director, Key Director, Senior Director, Master Director and Presidential Director. Distributors reaching these levels receive pins and/or rings recognizing their achievement and recognition in Company publications and at Company sponsored activities. In mid-1996, the Company introduced the Star Director Program, which allows Directors to receive increased additional compensation payments based on the number of Master Affiliates they have sponsored since the program commenced. Directors are entitled to receive an additional one percent to three percent of additional compensation on the retail sales volume of Master Affiliates in their sponsorship. The Company also sponsors an Ambassador Program. To qualify as an Ambassador, a distributor must hold the level of Master Director and must assist personally sponsored Master Affiliates in meeting specified levels of additional compensation payments. The levels of Ambassador are, in order, Ambassador, Bronze Ambassador, Silver Ambassador, Gold Ambassador and Platinum Ambassador. As higher levels are reached, Ambassadors are entitled to increased percentages of the retail sales volume of Master Affiliates below them through five levels of sponsorship, and at the two highest levels, a percentage of the sixth level of sponsorship below their personally sponsored Master Affiliates. Ambassadors are also entitled, depending on the level, to additional benefits, such as participation in Company sponsored events, paid hotel rooms at conventions, health insurance and car allowances. Periodically, a group of high level Ambassadors meet with Company executives in the "Reliv Inner Circle" to exchange ideas on new programs, products and marketing opportunities. The Company's Direct Select(sm) program is available in the United States whereby distributors and their retail customers may order product in less than case lots directly from the Company by 7 phone. An automatic monthly reorder program is also available. Product is shipped directly to the customer and distributors earn a commission on Direct Select sales made to their customers. Company subsidiaries also provide a variety of additional incentives or bonuses to the most productive distributors. As of December 31, 1999, 37,018 persons or entities were registered as distributors of Company subsidiaries of which 4,227 were Master Affiliates. This is a slight increase in the number of distributors from December 31, 1998 totals of 36,884 distributors of which 5,198 were Master Affiliates. The number of registered distributors and Master Affiliates in each country in which Company subsidiaries operate is as follows: Distributors Master Affiliates ------------ ----------------- United States 30,100 3,250 Australia 2,727 206 New Zealand 625 38 Canada 659 123 Mexico 2,528 456 United Kingdom 379 154 Not all persons registered as distributors of Company subsidiaries are active. Reliv' requires that persons wishing to continue as distributors renew their distributorship annually by the payment of a fee ($20 in the United States); the number of distributors shown in the preceding table reflects persons who have become distributors within the past 12 months and those who renewed their distributorship during 1999. The Company recognizes that its sales growth is based upon the continued development of its independent distributor force and strives to maintain an active and motivated distributor network through a combination of quality products, discounts, commissions and bonus payments, sales conventions and training, personal recognition and a variety of publications and promotional materials. The Company recognizes that businesses in the network marketing industry risk the possibility that a portion of sales made to distributors may not be consumed or sold to consumers and instead, may remain as inventory in the distributors' possession. The Company's distributor organization and compensation system is designed and intended to promote the sale of the Company's products to consumers by distributors. Sales training and promotional efforts emphasize that intention. To that end, and to comply with applicable governmental regulations of multilevel selling organizations, the Company and each subsidiary have established specific programs and 8 requirements for distributors including (i) monitoring by the Company of purchases by distributors to identify potentially excessive individual purchases, (ii) requiring that distributors certify to a specified amount of retail sales to receive commissions, and (iii) requiring that distributors certify the sale of at least 70 percent of previous purchases prior to the purchase of additional amounts of product. The Direct Select program, as described above, further promotes sales of the Company's products to consumers. Distributors are not required at any time to purchase product, although Master Affiliates are required to maintain certain minimum sales levels in their personal groups to continue receiving royalty compensation payments. Each subsidiary maintains a policy that unused product may be returned by customers to the selling distributor or the subsidiary or licensee for a full refund within 30 days after purchase. Each subsidiary also maintains a policy that any distributor who terminates his distributorship may return resalable product for a refund of 90 percent of the purchase price less any discounts or commissions received relating to the purchase of the products. The Company has established a suggested retail price for each of the Company's products in each country in which the Company conducts business, but distributors are free to determine the price at which they will sell the Company's products. Distributors are not assigned territories and there are no restrictions on marketing areas for distributors. In the United States, the Company's products are warehoused and shipped by common carrier to distributors. A facility in Chesterfield, Missouri serves the east and central parts of the country and the Company utilizes a public warehouse facility in Las Vegas, Nevada to supply the West Coast. See "Item No. 2 - Properties". Products are also warehoused in, and shipped to local distributors from: Sydney, Australia; Auckland, New Zealand; Toronto, Canada; Mexico City, Mexico; London, England and Medellin, Colombia. Each subsidiary of the Company maintains an office and personnel to receive, record and fill orders from distributors. Distributors order product from Company subsidiaries in case lots and pay for the goods prior to shipment. In general, state or local governmental sales taxes are collected by Company subsidiaries for taxing authorities. Manufacturing and Product Sources The Company established a manufacturing line at its facility in Chesterfield, Missouri and had begun manufacture of its nutritional products in early 1993. Shortly after manufacturing commenced, the facility was flooded in July 1993, as a result of a break in a levee on the Missouri River. The Company initiated the return of manufacturing to its Chesterfield facility in mid-1995 and currently manufactures all of its products (except granola bars) at this facility. The Company expanded its Chesterfield facility in 1997. See "Item No. 2 - Properties". In 1996, the Company received approval from the Australian Therapeutic Goods Authority ("TGA") to manufacture products sold in Australia at its Chesterfield plant and currently manufactures all of Australia's requirements of nutritional products at its Chesterfield facility. The certification of the Company's Chesterfield site by the Australian TGA, also satisfied Canadian manufacturing requirements and the Company manufactures substantially all of the nutritional products sold in Canada. The Company has not experienced any difficulty in obtaining supplies of 9 raw materials for its nutritional products and does not believe it will encounter any such difficulty in the future. The Company's granola bars are manufactured by contract manufacturers, predominantly located in the United States, who produce the products in accordance with formulas provided by the Company, subject to quality control requirements and inspections by representatives of the Company. Arthred(TM), the principal ingredient of Reliv' Arthaffect, is supplied to the Company by Traco. The Company has had no difficulty in obtaining contract manufacturing and there has been no material effect on the timely supply of goods. Research and Development At its Chesterfield facility, the Company conducts research, product development and formulation, testing and quality control, all relating to food products. Research and development costs were $393,000 in 1999, $319,000 in 1998, and $286,000 in 1997. Employees As of December 31, 1999, the Company and all subsidiaries had approximately 194 full-time employees compared with 228 such employees at the end of 1998. This decrease is the result of a reduction in manufacturing and warehouse employees due to the cutback in the contract manufacturing business segment. Product Regulation The formulation, labeling and advertising or promotion of the Company's products are subject to regulation by the Federal Food and Drug Administration (FDA) which regulates the Company's products under the Federal Food, Drug and Cosmetic Act (the "FDCA"), the Federal Trade Commission (FTC) and various agencies of the states or countries into which the Company's products are shipped or sold. FDA regulations include requirements and limitations with respect to the labeling of the Company's food products and also with respect to the formulation of those products. FDA regulations also limit and control the extent to which health or other claims can be made with respect to the efficacy of any food. The FDCA has been amended several times with respect to nutritional supplements, most recently by the Nutrition Labeling and Education Act of 1990 (the "NLEA") and the Dietary Supplement Health and Education Act of 1994 (the "DSHEA") and related regulations. Such legislation governs the marketing and sale of nutritional supplements, including the content and presentation of health related information included on the labels or labeling of nutritional supplements. The Company does not believe these laws or regulations will have a material effect on its products or operations. Nutritional and dietary supplements such as those manufactured and sold by the Company, for which no therapeutic claim is made, are not subject to FDA approval prior to their sale. Products can be removed from the market if shown to be unsafe, and if the FDA determines, based on the labeling of products, that the intended use of the product is for the diagnosis, cure, mitigation treatment or prevention of disease, it can regulate those products as drugs and require pre-market clearance. In addition, if the FDA determines that the claims concerning a product's affect on the "structure or function" of the body do not meet the requirements of DSHEA, such claims could result in such product being subject to regulation as a drug. 10 The Company's advertising of its nutritional supplement products is also subject to regulation by the FTC under the Federal Trade Commission Act, which prohibits unfair or deceptive trade practices, including false or misleading advertising. The FTC in recent years has brought a number of actions challenging claims by companies (other than the Company) for weight loss and "fat burning" dietary supplement products and plans. The FTC has also recently issued regulations governing the marketing of nutritional supplements. Governmental regulations in foreign countries where the Company plans to commence or expand sales may prevent or delay entry into the market or prevent or delay the introduction, or require the reformulation, of certain of the Company's products. Such regulations have caused delays in introducing certain of the Company's products in the past and such delays have had negative affects on sales. The Company may be subject to additional laws or regulations administered by the FDA or other federal, state or foreign regulatory authorities, the repeal of laws or regulations which the Company considers favorable, such as the DSHEA, or more stringent interpretations of current laws or regulations, from time to time in the future. The Company is unable to predict the nature of such future laws, regulations, interpretations or applications, nor can it predict what effect additional governmental regulations or administrative orders, when and if promulgated, would have on its business in the future. Sales Program Regulation The Company's distribution and sales program is subject to regulation by the FTC and other federal and state regulation. Various state agencies regulate multi-level distribution activities. The Company is required to register with, and submit information to, certain of such agencies and has complied fully. The Company actively strives to comply with all applicable state and federal laws and regulations affecting its products and its sales and distribution programs. The Attorney Generals of several states have taken an active role in investigating and prosecuting companies whose compensation plans they feel violate local anti-pyramid and/or consumer protection statutes. The Company is unable to predict the effect such increased activity will have on its business in the future nor is the Company able to predict the probability of future laws, regulations or interpretations which may be passed by state or federal regulatory authorities. Under current law, the Company's distributors are treated for federal income tax purposes as independent contractors and compensation paid to them is not subject to withholding by the Company. Several bills have been introduced in Congress which would restrict the definition of independent contractor and possibly jeopardize the exempt status enjoyed by direct sellers. Such a change would negatively impact the Company's recruiting efforts. The direct selling industry is strongly opposing such bills as they relate to direct sellers. The Company is unable to assess the likelihood of these or similar bills being enacted. In several states, legislation has been introduced which would narrow the definition of independent contractor for purposes of income tax withholding as well as unemployment compensation, worker's compensation and other employee benefits. To date, the status of direct sellers as independent contractors has not been affected. States are becoming increasingly active in this area, however, and there is no assurance that future legislation at the state level affecting direct sellers will not be enacted. 11 Competition The Company's products are sold in highly competitive markets against companies with substantially greater sales volume and financial resources than the Company and with brands that are, through advertising and other methods, better known to consumers. The Company competes against other direct selling companies and against companies which sell heavily advertised and promoted products through retail stores, including supermarkets, drug stores and health food stores. The Reliv' Ultrim-Plus and Cellebrate products compete with numerous other products in the weight loss market, including nationally advertised products such as SlimFast(tm). Many companies have entered, or have plans to enter, the sports drink market in which Reliv' Innergize! and ProVantage compete, a market long dominated by Gatorade(tm). Reliv' NOW, Reliv' Classic and Reliv' Fibrestore compete with numerous mineral and vitamin supplement products. With Arthaffect, the Company has entered the relatively new "functional foods" market, which is expected to be extremely competitive and led by the major food companies. International Operations Prior to 1991, the Company marketed and sold its products solely within the United States. In February, 1991, Reliv' entered into a joint venture with an Australian corporation and the joint venture began marketing and selling the Company's products in Australia in May, 1991. As of March, 1992, the Company organized Reliv' World to conduct international operations, acquired the business of the Australian joint venture and began conducting business in Australia through Reliv' Australia. In June, 1992, the Company began marketing and selling its products in New Zealand through Reliv' New Zealand, in November, 1992, began marketing and selling its products in Canada through Reliv' Canada, and in August, 1993, began marketing and selling its products in Mexico through Reliv' Mexico. In July, 1995, the Company began marketing and selling its products in the United Kingdom through Reliv' UK, a licensee. In October, 1998, Reliv' Europe acquired Reliv' U.K. In March, 2000, the Company began marketing and selling its products in Colombia through Reliv Now Colombia. Each foreign subsidiary markets, sells and uses substantially the same line of products, labeling and method of distribution as Reliv' in the United States, although not all of the Company's products are available in each country and the formulation of some of the products vary to comply with local governmental regulations or requirements. Reference is made to Note 19 of the Consolidated Financial Statements contained in Part IV hereof for financial information on geographical segments. Manufacturing and Packaging Services In the last quarter of 1995, the Company commenced providing manufacturing and packaging services at its Chesterfield manufacturing facility. These services include blending, processing and packaging food products in accordance with specifications or materials provided by the customer. Revenues from these services during 1997 were $1,525,000, increased to $6,332,000 in 1998 as a result of regaining a major customer and obtaining other business, and increased even further to $27,292,000 in 1999 due to retaining the business of several large customers. In 1998 and 1999, one 12 customer, Met-Rx USA, Inc., accounted for $5,447,000 and $21,350,000 of the Company's total sales, respectively. Reference is made to Note 19 of the Consolidated Financial Statements contained in Part IV hereof for financial information on business segments. Item No. 2 - Properties The Company owns approximately six acres of land and a building containing approximately 136,000 square feet of office, manufacturing and warehouse space located at 136 Chesterfield Industrial Boulevard, Chesterfield, Missouri, 63006, where it currently maintains its corporate headquarters. In 1998, the Company completed an expansion to the Chesterfield facility on land owned by the Company adjacent to existing building. Approximately 90,000 square feet of manufacturing, warehouse and office space was added to the existing 46,000 square foot facility. The Company obtained a construction loan of $4,430,000 to finance the expansion. As of December 31, 1999, this loan had a principal balance of $4,261,000. The original property was purchased in July, 1991, and, as part of the purchase price for the premises, the Company assumed the remaining principal balance of $850,108 of a 1984 industrial revenue bond with an original principal sum of $975,000. In addition, the Company executed a promissory note to the seller in the amount of $250,000. The principal balances of the bond and promissory note at December 31, 1999, are $477,000 and $205,000, respectively. The promissory note is secured by a deed of trust on the premises. The Company funds payments under the industrial revenue bond and promissory note from working capital. In 1992, the Company completed an addition to its building of approximately 12,000 square feet used for manufacturing of its products. In May, 1993, the Company purchased 3.4 acres of land adjacent to the original facility for $400,000. The Company leases office space in Suburban Sydney, Australia; Mississauga, Ontario, Canada; Mexico City, Mexico; Suburban London, England and in Medellin, Colombia to support its operations in those areas, and has a contract warehouse arrangement in Auckland, New Zealand. Item No. 3 - Legal Proceedings In May, 1998, the former sales/general manager of the Company's Canadian subsidiary filed a lawsuit claiming unlawful termination and breach of contract. The individual had been terminated by the Company in March, 1998. The Company believes the claim is without merit and intends to vigorously defend itself. The Company has engaged Canadian counsel to defend this suit. Examinations of discovery may not yet be completed as some undertakings of the parties remain outstanding. At this time, the outcome of this matter is uncertain, and a range of loss cannot be reasonably estimated. However, management believes that the final outcome will not have a material adverse effect on the financial position or results of operations of the Company. Item No. 4 - Submission of Matters to a Vote of Security Holders N/A 13 PART II Item No. 5 - Market for Registrant's Common Equity and Related Stockholder Matters The Company's Common Stock was admitted to trading on the Emerging Company Market Place at the American Stock Exchange on March 8, 1993 and subsequently was approved for listing on the American Stock Exchange Main Board. Prior to that time, there was no established public trading market for the Company's Common Stock. On September 6, 1996, the Company moved the listing of its Common Stock to the NASDAQ National Market Tier of the NASDAQ Stock Market under the symbol: RELV. 1999 and 1998 Quarterly Stock Price Data ---------------------------------------- HI LO ----- ----- 1999 First Quarter 2.625 1.875 Second Quarter 2.000 1.313 Third Quarter 1.750 1.063 Fourth Quarter 1.625 0.750 1998 First Quarter 5.125 2.875 Second Quarter 4.875 3.063 Third Quarter 4.000 2.438 Fourth Quarter 3.750 2.031 As of March 15, 2000, there were approximately 1,771 holders of record of the Company's Common Stock. On January 29, 1998, a cash dividend of $.01 per share was paid to shareholders of record. On June 22, 1998, a cash dividend of $.015 per share was paid to shareholders of record. On March 20, 1999, a cash dividend of $.01 per share was paid to shareholders of record. The amount and timing of future dividends will be subject to declaration of the Board of Directors consistent with results of operation of the Company and its financial condition at the time. In March, 1995, the Company instituted an automatic dividend reinvestment plan for its shareholders of record. Participation in the plan, which is voluntary, provides for dividends paid by the Company to be reinvested in shares of common stock at the then current market price. The plan also allows participants to make additional voluntary purchases of common stock at the market price. Effective January 1, 1999, the Company instituted a Distributor Stock Purchase Plan whereby qualified distributors can allocate a portion of their commission check toward the purchase of the Company's Common Stock and can make additional purchases of Common Stock through direct contributions. Purchases are made at the market price. Distributors also are entitled to receive at the end of each year warrants to purchase the Company's Common Stock based on the number of shares of Common Stock purchased by the distributor during the year pursuant to the Plan. 14 In 1997, pursuant to a consulting agreement, the Company issued warrants to purchase 9,600 shares of its Common Stock at a price of $6.25 per share, with a term of two years. The issuance of these securities was exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, as an issuance not involving a public offering. Item No. 6 - Selected Financial Data The following selected financial data are derived from the consolidated financial statements of the Company. The data should be read in conjunction with the consolidated financial statements, related notes, and other financial information included herein.
Year ended December 31 1999 1998 1997 1996 1995 ------------------------------------------------------------------------------ Net Sales $67,973,526 $51,893,511 $46,836,270 $40,729,993 $28,913,873 Net Income (Loss) $(1,400,181) $ 1,556,929 $ 2,028,988 $ 1,507,014 $ 569,823 Earnings (Loss) per common share(1): Basic (.15) .16 .21 .15 .06 Diluted (.15) .16 .20 .15 .06 Cash Dividends per share of Common Stock .01 .025 .03 .02 .01 Total Assets $20,771,818 $20,252,972 $15,969,948 $11,401,665 $10,276,234 Long-term debt and capital lease obligations, less current maturities $ 5,295,720 $ 5,589,562 $ 5,148,625 $ 1,478,079 $ 1,416,764 - --------------------------------------------- (1) All earnings per share data has been retroactively adjusted for the pro forma effect of the Company's 10% stock dividend issued in February 1997.
15 Item No. 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Net Income and Net Sales 1999 vs. 1998 The Company's 1999 net loss was $1,400,000 or $.15 per share. This compares with net income of $1,557,000 or $.16 per share in 1998. Net loss in the United States, the Company's primary market, was $915,000 in 1999, compared to net income of $1,659,000 in 1998. The United States operation is comprised of the network marketing segment and the manufacturing and packaging services segment. In 1999, the network marketing segment in the United States had a net income of $338,000, and the manufacturing and packaging segment incurred a loss of $1,253,000. Net loss from international operations was $485,000 in 1999, compared with a loss of $102,000 in 1998. The decrease in income, as explained in greater detail below, resulted from a variety of factors, but primarily a decrease in network marketing sales in United States, and losses in the manufacturing and packaging operation, due in part to increases in interest, facility and administrative expenses necessary to support this business segment. Net sales increased in 1999 to $68,000,000, as compared to $51,900,000 in 1998, as a result of a 34% increase in net sales in the United States from $47,400,000 in 1998 to $63,400,000 in 1999. Net sales in the United States, which accounts for 93% of total net sales, is comprised of network marketing sales and manufacturing and packaging services. In 1999, network marketing sales in the United States were $36,100,000 compared to $41,000,000 in 1998, and net sales from manufacturing and packaging services increased to $27,300,000 from $6,300,000 in 1998. Net sales in the foreign operations increased to $4,600,000 in 1999 from $4,500,000 in 1998. Net sales for the fourth quarter of 1999 were $14,300,000, a decrease from the fourth quarter 1998 net sales of $15,000,000. During the period, network marketing sales in the United States declined to $8,400,000, as compared to $9,500,000 in the fourth quarter 1998. Net sales in manufacturing and packaging services increased from $4,400,000 to $4,700,000. Net sales in foreign operations remained constant at $1,200,000 for the quarter. In the United States, the Company's largest market, the number of active distributors increased slightly to 30,100 from 29,200. The retention rate of distributors who renew their annual agreement continued to remain high at 57%. Master Affiliates, distributors who have attained the highest level of discount and are eligible for generation royalties, decreased to 3,250 in the United States in 1999 from 4,123 in 1998. In 1999, the Company processed 74,103 wholesale orders at an average retail price of $603, compared to 78,609 orders at an average of $663 in 1998. Wholesale orders are defined as distributor orders placed at their qualified discount level and are in full case quantities. The Company's Direct Select Program makes products available to consumers by ordering directly through the Company. These orders are placed at full retail price and can be ordered in 16 quantities in less than full case lots. In the United States in 1999, the program processed a total of 57,598 orders for a net sales total of $5,800,000, compared to $6,300,000 in 1998. The Company is continuing to develop existing marketing programs such as the "The Star Director," "Ambassador" and "Road to Presidential" programs. The Star Director Program compensates distributors who reach certain levels of sales organization growth with bonuses based on the retail sales of their distributor network. In 1999, $1,315,000 was paid through this program compared to $1,345,000 in 1998. The Ambassador Program compensates distributors at the highest levels for their leadership and development of sales. At year end 1999, there were 64 Ambassadors who shared in bonuses totaling $584,000, compared to 58 Ambassadors at the end of 1998 sharing bonuses of $799,000. The Road to Presidential Program, through training and rewards, is designed to encourage distributors to reach the highest level of earnings potential by building downline organizations. During the third quarter of 1999, the Company successfully launched its enhanced Internet site, with e-commerce capabilities. The web site allows a number of features for distributors, including online ordering, online sponsoring of new distributors, account information and sales organization activity. In conjunction with the launch of the Internet site, distributors are also able to establish their own personal web site, which enabled distributors to market themselves through the Internet, as well as place product orders, track shipments, receive Company e-mails and other interactive functions. Over 500 distributors have signed up for personal web sites. The Company believes the use of the Internet will contribute significantly to sales growth in the future. Contributing to the decrease in United States net sales in 1999 was the lack of a new product introduction during the year. In January 2000, the Company introduced four new products at its United States National Convention in Reno, NV. The product introduction included NOW for Kids, a nutritional supplement important for growing bodies, SoySense, a supplement that provides soy protein, a nutrient proven to lower the risk of heart disease, Ultrim Plus, a reformulated meal replacement product to assist in weight loss, and a new formula of Fibrestore, a fiber-rich antioxidant supplement. The Company anticipates sales on these new products to enhance sales during 2000 and is expanding its investment and development in new products to promote sales growth in future years. In Australia and New Zealand net sales declined to $2,544,000 in 1999 from $2,897,000 in 1998. Fourth quarter 1999 sales decreased to $630,000 from $687,000 in 1998. New distributor enrollments declined in Australia and New Zealand to 1,186 from 1,814 in 1998. Distributor renewals in Australia were 56% and in New Zealand 39% in 1999 as compared to 54% and 38% in 1998, respectively. The Company believes sales in Australia and New Zealand will be affected positively by several additions, including a new sales manager, employed in July, and the introduction in May 1999 of Arthaffect, a product that represents nearly 10% of retail sales in the United States. SoySense, a soy based nutritional supplement was introduced in March 2000. In addition, a number of top selling products have been submitted for regulatory approval and should be available for sale there in the near future. Net sales in Canada decreased in 1999 to $993,000 from $1,214,000 in 1998. Fourth quarter sales decreased to $258,000 in 1999 compared to $274,000 in 1998. New distributor enrollments declined to 568 from 797 in 1998. Sales for the year have continued to be adversely affected by the 17 change in sales leadership. The Company is initiating several product introductions, including the introduction of SoSense, a soy based nutritional supplement in March 2000. The Company believes stability is returning to the Canadian distributor force and that sales will improve in 2000. Net sales in Mexico in 1999 were $691,000 compared to $317,000 in 1998. Net sales in the fourth quarter 1999 were $215,000 compared to $81,000 in 1998. New distributor enrollment increased in 1999 to 2,324 compared to 445 in 1998. Net Sales have been affected positively by the efforts of the sales management team, plus the establishment of distribution centers owned and operated by key distributors to facilitate sales and the delivery of product in cities outside of Mexico City. With the inadequate distribution system in Mexico, this is a common method used by network marketing companies to distribute their products. The Company has submitted several products for regulatory approval and believes these additions to the product line will have a positive effect on future sales. The Company began marketing its products in the United Kingdom in July 1995, through a licensee. Revenues under the license agreement in 1996, 1997 and 1998 were minimal and in October 1998, the Company, through a subsidiary, assumed ownership and control of the United Kingdom operations. The United Kingdom subsidiary reported net sales of $109,000 in the fourth quarter of 1998. Sales in the United Kingdom in 1999 were $356,000. The Company hired a sales manager in January 2000 to improve sales efforts in this region. During 1999, the Company operated without a sales manager. The Company announced that in the first quarter 2000 it would commence sales in Colombia, with intentions of expanding into other Latin and South American countries. The Company provides contract packaging services, including blending, processing and packaging food products in accordance with specifications provided by its customers. Net sales increased in 1999 to $27,300,000 from $6,300,000 in 1998. Despite the increase in net sales, the Company experienced significant setbacks in profitability reporting a net loss of $1,253,000, compared to a net loss of $407,000 in 1998. The increase in sales was due to services provided for two major customers. The Company's sales to third party customers consists of the Company purchasing raw materials, using customer provided packaging, and selling a finished product to the customer. The Company's growth in net sales led to production capacity and warehousing problems, and related labor inefficiencies. Cost of goods for 1999 were 101% of net sales. Even under optimal operating efficiencies, the gross margin for these customers is substantially less than margins in sales of network marketing products. The Company has taken steps to better manage this area, including plant staff reductions, warehouse cost reductions, elimination of the unprofitable business and review of profit margins by customer and project. Future efforts to develop contract packaging services have been discontinued as the Company has placed its efforts in increasing network marketing sales. 1998 vs. 1997 The Company's 1998 net income was $1,557,000 or $.16 per share. This compares with net income of $2,029,000 or $.21 per share in 1997. Net income in the United States was $1,659,000 18 in 1998, compared to $2,177,000 in 1997. Net income from international operations was a loss of $102,000 in 1998, compared with a loss of $148,000 in 1997. Net sales increased in 1998 to $51,900,000, as compared to $46,800,000 in 1997, as a result of the 14% increase in net sales in the United States from $41,700,000 in 1997 to $47,400,000 in 1998. Net sales in the United States, which accounts for 91% of total net sales, is comprised of network marketing sales and manufacturing and packaging services. In 1998, network marketing sales in the United States increased to $41,000,000 compared to $40,200,000 in 1997, and net sales from manufacturing and packaging services increased to $6,300,000 from $1,500,000 in 1997. Net sales in the foreign operations declined to $4,500,000 in 1998 from $5,100,000 in 1997. In the United States, the Company's largest market, the number of active distributors decreased 2% to 29,169. The retention rate of distributors who renew their annual agreement continued to remain high at 54%. Master Affiliates, distributors who have attained the highest level of discount and are eligible for generation royalties, increased to 4,123 in the United States in 1998 from 3,631 in 1997. In 1998 the Company processed 78,609 orders at an average retail price of $663, compared to 73,136 orders at an average of $695 in 1997. The United States 1998 net sales were positively affected by the introduction of a new product, SoySentials, a soy-based nutritional supplement designed for use by women. This product expands the Company's product line in the growing functional foods category. The Company's Direct Select Program makes products available to consumers by ordering directly through the Company. In 1998, the program in the United States, produced $6,300,000, or nearly 11% of total product sales at retail value, compared to $5,900,000 in 1997 and $4,300,000 in 1996. The Company introduced the Direct Select Program in Canada in October 1997 and in Australia, New Zealand and the United Kingdom over the course of 1998. In Australia and New Zealand net sales declined to $2,897,000 in 1998 from $3,449,000 in 1997. Fourth quarter 1998 sales decreased to $687,000 from $753,000 in 1997. New distributor enrollments declined in Australia and New Zealand to 1,814 from 1,820 in 1997. Distributor renewals in Australia were 54% and in New Zealand 38% in 1998 as compared to 48% and 37% in 1997, respectively. Reported net sales in Australia and New Zealand were also affected by the decline in the value of their currency as compared to the United States dollar. As of the end of 1998, the Australian and New Zealand dollars declined 6% and 9%, respectively, from their rates as of December 31, 1997. Sales in Australia and New Zealand have been affected by continued delays in the introduction of several new products due to regulatory policies, plus increased levels of competition. The Company has received approval in Australia and New Zealand to sell Reliv' Classic and introduced it in May 1998. Reliv' Classic is the number one selling product in the United States accounting for approximately 25% of total retail sales. Fibrestore, a product which averages in excess of 10% of sales in the United States, was introduced in Australia in September, 1997. Net sales in Canada decreased in 1998 to $1,214,000 from $1,338,000 in 1997. Fourth quarter sales decreased to $274,000 in 1998 compared to $334,000 in 1997. New distributor enrollments declined to 797 from 991 in 1997. 19 Net sales in Mexico in 1998 were $317,000 compared to $330,000 in 1997. Net sales in the fourth quarter 1998 were $81,000 compared to $74,000 in 1997. New distributor enrollment increased in 1998 to 445 compared to 360 in 1997. The Company began marketing its products in the United Kingdom in July 1995, through a licensee. Revenues under the license agreement in 1996, 1997 and 1998 were minimal and in October 1998, the Company through a subsidiary assumed ownership and control of the United Kingdom operations. The United Kingdom subsidiary reported net sales of $109,000 in the fourth quarter of 1998. Cost of Sales During 1999, cost of network marketing products sold was 17% of net sales compared with 17% in 1998, and 18% in 1997. Cost of network marketing products sold remained constant at 17% in the fourth quarter of both 1999 and 1998. Cost of goods for contract packaging services was 101% for both 1999 and 1998. The high level of cost of goods in contract packaging sales was a result of production capacity and warehousing problems, and related labor inefficiencies. Distributor Royalties and Discounts Distributor royalties and discounts as a percentage of network marketing sales increased to 38% in 1999 compared to 37% in both 1998 and 1997. In the fourth quarter of 1999, distributor royalties and discounts increased to 37% from 35% in 1998. These expenses are governed by the distributor agreements and are directly related to the level of sales. The Company pays a percentage of sales up to 18% in royalties and as much as 45% in discounts. On an annual basis, the percentage of distributor royalties and discounts to network marketing sales has remained fairly constant. Included in distributor royalties and discounts are royalties of $584,000 for 1999 earned through the Ambassador Program as compared to $799,000 in 1998 and $838,000 in 1997. Selling, General and Administrative Selling, general and administrative expenses decreased to 29% as a percentage of net sales for 1999, from 35% in 1998, and 37% in 1997. The percentage change is primarily due to the increase in sales of the manufacturing and packaging business segment in comparison to total SGA expenses. Selling, general and administrative expenses for 1999 were $19,800,000 compared to $18,100,000 in 1998. In 1999, distribution and warehouse expense increased to $1,524,000 from $811,000 in 1998 primarily due to the increase in volume generated by contract packaging services, as expenses in this segment increased from $336,000 in 1998 to $972,000 in 1999. In 1999, sales incentive bonuses were $653,000, compared to $480,000 in 1998, as a result of a fourth quarter incentive that replaced a promotional trip that is generally expensed in the first quarter of the following year. Overall, sales and marketing expenses remained constant in 1999, despite a decrease in sales. 20 Staff compensation and fringes increased by 15%, or $719,000, as departments were increased in order to service the anticipated sales growth, in both network marketing and manufacturing and packaging operations. Senior level management received a 25% compensation reduction as of August 1, 1999. Selling, general and administrative expense were also affected by the $425,000 increase in the reserve for bad debts as a result of financial difficulties experienced by one of the Company's contract packaging customers. This also accounts for the increase in selling, general and administrative expenses as a percentage of net sales in the fourth quarter 1999, which increased to 36% of net sales, compared to 31% during the fourth quarter 1998. Interest Expense Interest expense in 1999 was $585,000 compared to $509,000 in 1998 and $210,000 in 1997. Interest expense in 1999 and 1998 increased in comparison to 1997 due to a loan package secured for the expansion of the Company's office and manufacturing facility, plus capital leases of furnishings and equipment. Interest expense in 1999 increased further as the result of increased short-term borrowings and the impact of higher interest rates. Income Taxes Income taxes for 1999 reflects a tax benefit of $770,000 due to the pretax loss of $2,170,000. The provision for income taxes in 1998 was 1.8% of net sales or $941,000, and 3.0% of net sales, or $1,385,000 in 1997. The effective tax rate for 1999 was 35%. Effective tax rates for 1998 and 1997 were 38% and 41%, respectively. The 1997 effective rate was higher than the subsequent years as the result of the settlement of an audit by the Internal Revenue Service for the fiscal years 1992 through 1994. The 1999 tax benefit will be carried back against previous year's earnings. Financial Condition The Company utilized $1,274,000 of net cash during 1999 for operating activities and increased cash by $1,779,000 through long-term financing and use of their lines of credit. This compares to $2,111,000 of cash generated from operating activities and $785,000 through long-term financing and use of the lines of credit in 1998. Cash and cash equivalents decreased $1,285,000 to $1,532,000 by year-end 1999. The Company invested $1,082,000, primarily in the acquisition of machinery and plant equipment. The Company used $584,000 to repay long-term borrowings and capital lease obligations. Current assets increased to $8,497,000 at December 31, 1999 from $8,358,000 as of December 31, 1998. Cash and cash equivalents decreased $1,285,000 as described above. Accounts receivable increased to $794,000 at December 31, 1999 from $688,000 at December 31, 1998. The increase is due to sales to the Company's contract packaging customers. At December 31, 1999, the Company has reserved $430,000 as an allowance toward accounts receivable. This compares to $5,000 at year-end 1998. The increase is the result of financial difficulties experienced by one of the Company's contract packaging services customers. 21 Inventories increased to $4,705,000 from $3,929,000 at year-end 1998, primarily as a result of increases in raw material inventories necessitated by increases in sales by the manufacturing and packaging business. Refundable income taxes increased to $855,000 at the end of 1999 from $314,000 as of the end of 1998. The increase is due to tax benefit from the loss incurred in 1999. Property, plant and equipment, after dispositions, increased $1,190,000 to $15,363,000 at December 31, 1999, primarily as a result of purchases of machinery and plant equipment in 1999. Acquisition was funded with working capital, as well as through a term loan with the Company's primary lender of $300,000. Current liabilities increased to $8,307,000 at December 31, 1999 from $6,175,000 at December 31, 1998. Trade accounts payable increased to $3,994,000 from $3,568,000 at December 31, 1998 primarily due to the increase in raw material inventory. Distributor commissions payable increased $249,000 to $1,421,000 at year-end as a result of improved net sales in December 1999 as compared to December 1998. Borrowings under the line of credit increased to $1,793,000 from $314,000 at December 31, 1998. Long-term debt decreased to $5,296,000 from $5,590,000 at December 31, 1998. Principal payments of $584,000 were offset by a $300,000 term loan used to acquire manufacturing equipment. The Company has a term loan with an outstanding balance of $4,261,000 as of December 31, 1999. This loan provided financing for the expansion of its facility in 1997. The Company has term loans with principal balances of $277,000 and $239,000 as of December 31, 1999, as well as long-term debt totaling $682,000, relating to the purchase of its original building and land. The Company also has operating lines of credit totaling $2,400,000. At December 31, 1999, the Company had utilized $1,793,000 of the lines of credit. Stockholders' equity decreased to $6,800,000 compared with $8,300,000 at December 31, 1998. The reduction is primarily due to the 1999 net loss of the Company. The Company paid out cash dividends of $97,000 in the first quarter 1999 and used $136,000 in cash to purchase treasury stock. The Company's working capital balance has decreased by $1,993,000 since December 31, 1998. The current ratio at December 31, 1999 declined to 1.02 from 1.35 at previous year-end. The Company's line of credit is formula-based and provides a borrowing arrangement based on a percentage of accounts receivable and inventory up to a maximum borrowing limit. As of December 31, 1999, the Company had borrowed more than the amount allowed under the collateral calculation, but has obtained a waiver to allow it to borrow the maximum amount under the line through September 30, 2000. Management believes that the Company's internally generated funds together with the loan agreement will be sufficient to meet working capital requirements in 2000. Year 2000 Issues Based on recent assessments, the Company did not experience a material effect on its operations as a result of Year 2000 issues. The Company's computer hardware and software systems are Year 2000 compliant. The Company has determined it has no exposure related to the Year 2000 22 for the products it sells. The cost of attaining Year 2000 compliance was not material for the Company. Safe Harbor Provision of the Private Securities Litigation Act of 1995 and Forward Looking Statements. The statements contained in Item 7 (Management's Discussion and Analysis of Financial Condition and Results of Operation) that are not historical facts may be forward-looking statements (as such term is defined in the rules promulgated pursuant to the Securities Exchange Act of 1934) that are subject to a variety of risks and uncertainties. The forward-looking statements are based on the beliefs of the Company's management, as well as assumptions made by, and information currently available to the Company's management. Accordingly, these statements are subject to significant risks, uncertainties and contingencies which could cause the Company's actual growth, results, performance and business prospects and opportunities in 2000 and beyond to differ materially from those expressed in, or implied by, any such forward-looking statements. Wherever possible, words such as "anticipate," "plan," "expect," "believe," "estimate," and similar expressions have been used to identify these forward-looking statements, but are not the exclusive means of identifying such statements. These risks, uncertainties and contingencies include, but are not limited to, the Company's ability to continue to attract, maintain and motivate its distributors, changes in the regulatory environment affecting network marketing sales and sales of food and dietary supplements and other risks and uncertainties detailed in the Company's other SEC filings. Item No. 7A - Qualitative And Quantitative Disclosures Regarding Market Risk The Company's earnings and cash flow are subject to fluctuations due to changes in foreign currency rates as it has several foreign subsidiaries and continues to explore expansion into other foreign countries. As a result, exchange rate fluctuations may have an effect on its sales and the Company's gross margins. Accounting practices require that the Company's results from operations be converted to U.S. dollars for reporting purposes. Consequently, the reported earnings of the Company in future periods 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 the Company for sale to the Company's foreign subsidiaries are transacted in U.S. dollars. As the Company's foreign operations expand, its operating results will be subject to the risks of exchange rate fluctuations and the Company may not be able to accurately estimate the impact of such changes on its future business, product pricing, results of operations or financial condition. The Company also is exposed to market risk in changes in interest rates on its long-term debt arrangements and commodity prices in some of the raw materials it purchases for its manufacturing needs. However, neither presents a risk that would have a material effect on the Company's results of operations or financial condition. Item No. 8 - Financial Statements and Supplementary Data Reference is made to the Consolidated Financial Statements contained in Part IV hereof. Item No. 9 - Changes in and Disagreements with Accountants on Accounting and 23 Financial Disclosure None. PART III Item No. 10 - Directors and Executive Officers of the Registrant Information called for by Item 10 of Part III is incorporated by reference to the definitive Proxy Statement for the 2000 Annual Meeting of Shareholders to be held on May 25, 2000, to be filed with the Commission within 120 days of the end of the Company's last fiscal year. Item No. 11 - Executive Compensation Information called for by Item 11 of Part III is incorporated by reference to the definitive Proxy Statement for the 2000 Annual Meeting of Shareholders to be held on May 25, 2000, to be filed with the Commission within 120 days of the end of the Company's last fiscal year. Item No. 12 - Security Ownership of Certain Beneficial Owners and Management Information called for by Item 12 of Part III is incorporated by reference to the definitive Proxy Statement for the 2000 Annual Meeting of Shareholders to be held on May 25, 2000, to be filed with the Commission within 120 days of the end of the Company's last fiscal year. Item No. 13 - Certain Relationships and Related Transactions Information called for by Item 13 of Part III is incorporated by reference to the definitive Proxy Statement for the 2000 Annual Meeting of Shareholders to be held on May 25, 2000, to be filed with the Commission within 120 days of the end of the Company's last fiscal year. PART IV Item No. 14 - Exhibits, Financial Statement Schedules and Reports on Form 8K (a) 1. The Consolidated Financial Statements filed as part of this report on Form 10-K are listed on the accompanying Index to Consolidated Financial Statements and Consolidated Financial Statement Schedules. 2. The Consolidated Financial Statement Schedules filed as part of this report on Form 10-K are listed on the accompanying Index to Consolidated Financial Statements and Consolidated Financial Statement Schedules. 3. Exhibits: 24 Exhibit Document Number Articles of Incorporation, as amended (incorporate by reference Exhibit 3.1 to the Form 10-K of the Registrant for year ended December 31, 1995) 3.1 By-laws, as amended (incorporate by reference Exhibit 3.2 to the Form 10-K of the Registrant for year ended December 31, 1992) 3.2 Amended Exclusive License Agreement (incorporate by reference Exhibit 10.1 to the Form 10-K of the Registrant for year ended December 31, 1992) 10.1 Asset Purchase Agreement (Australian Joint Venture) (incorporate by reference Exhibit 10.2 to the Form 10-K of the Registrant for year ended December 31, 1992) 10.2 Master Agent Agreement (re: Australia) (incorporate by reference Exhibit 10.3 to the Form 10-K of the Registrant for year ended December 31, 1992) 10.3 1995 Stock Option Plan (incorporate by reference Exhibit 10.7 to the Form 10-K of the Registrant for year ended December 31, 1995) 10.4 Montgomery Employment Agreement dated June 1, 1997 (incorporate by reference Exhibit 10.6 to the Form 10-K of the Registrant for year ended December 31, 1997) 10.5 Hastings Employment Agreement dated June 1, 1997 (incorporate by reference Exhibit 10.8 to the Form 10-K of the Registrant for year ended December 31, 1997) 10.6 25 Exhibit Document Number Kreher Employment Agreement dated April 13, 1994 (incorporate by reference Exhibit 10.14 to the Registrant's Form 10-Q for quarter ended June 30, 1994). 10.7 1994 Annual Incentive Compensation Plan (incorporate by reference Exhibit 10.11 to the Form 10-K of the Registrant for year ended December 31, 1995) 10.8 1994 Long-Term Incentive Compensation Plan (incorporate by reference Exhibit 10.12 to the Form 10-K of the Registrant for year ended December 31, 1995) 10.9 Agreement with Avogen, Inc. dated July 1, 1995 (incorporate by reference Exhibit 10.13 to the Form 10-K of the Registrant for year ended December 31, 1995) 10.10 Agreement with Conkle & Olesten and Avogen, Inc. dated July 1, 1995 (incorporate by reference Exhibit 10.14 to the Form 10-K of the Registrant for year ended December 31, 1995) 10.11 Agreement with Traco Labs, Inc. (incorporate by reference Exhibit 10.14 to the Form 10-K of the Registrant for year ended December 31, 1996) 10.12 26 Exhibit Document Number Amendment to Avogen and Conkle & Oleston Agreements dated April 25, 1997 (incorporate by reference Exhibit 10.15 to the Form 10-K of the Registrant for year ended December 31, 1997) 10.13 Loan Agreement dated March 20, 1996 with Southwest Bank of St. Louis (incorporate by reference Exhibit 10.14 to the Form 10-K of the Registrant for year ended December 31, 1998) 10.14 Deed of Trust Note dated January 2, 1996 in the amount of $950,000 with Southwest Bank of St. Louis (incorporate by reference Exhibit 10.15 to the Form 10-K of the Registrant for year ended December 31, 1998) 10.15 Line of Credit Note dated March 20, 1996 in the amount of $1,000,000 with Southwest Bank of St. Louis (incorporate by reference Exhibit 10.16 to the Form 10-K of the Registrant for year ended December 31, 1998) 10.16 Line of Credit Note dated January 2, 1996 in the amount of $500,000 with Southwest Bank of St. Louis (incorporate by reference Exhibit 10.17 to the Form 10-K of the Registrant for year ended December 31, 1998) 10.17 Deed of Trust Note dated September 2, 1997 in the amount of $4,430,000 with Southwest Bank of St. Louis (incorporate by reference Exhibit 10.18 to the Form 10-K of the Registrant for year ended December 31, 1998) 10.18 Reliv' International, Inc. Supplemental Executive Retirement Plan dated June 1, 1998 (incorporate by reference Exhibit 10.19 to the Form 10-K of the Registrant for year ended December 31, 1998) 10.19 Stock Purchase Agreement dated October 1, 1998 among Reliv' World Corporation, Reliv' Europe, Inc. and Global Nutrition, Inc. regarding purchase of Reliv' UK, Ltd. (incorporate by reference Exhibit 10.20 to the Form 10-K of the Registrant for year ended December 31, 1998) 10.20 1999 Stock Option Plan (incorporate by reference to Appendix E of the Form 14A the Registrant filed April 22, 1999) 10.21 27 Exhibit Document Number Statement re: computation of per share earnings (incorporate by reference to Note 8 of the Consolidated Financial Statements contained in Part IV) 11 Subsidiaries of the Registrant (incorporate by reference the Registrants's Response to Item 1 of Part I of this Form 10-K) 22 Consent of Ernst & Young L.L.P., Independent Auditors 23 (b) No reports on Form 8-K have been filed by the Registrant during the last quarter of the period covered by this report. (c) The Exhibits listed in subparagraph (a)(3) of this Item 14 are attached hereto unless incorporated by reference to a previous filing. (d) The Schedules listed in subparagraph (a)(2) of this Item 14 are attached hereto. 28 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. RELIV' INTERNATIONAL, INC. By: /s/ Robert L. Montgomery ------------------------------- Robert L. Montgomery, Chairman of the Board of Directors, President and Chief Executive Officer, Treasurer Date: March 30, 2000 Pursuant to the requirements of the Securities Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ Robert L. Montgomery ------------------------------- Robert L. Montgomery, Chairman of the Board of Directors, President and Chief Executive Officer, Treasurer Date: March 30, 2000 By: /s/ David G. Kreher ------------------------------- David G. Kreher, Senior Vice President, Assistant Secretary Date: March 30, 2000 By: /s/ Carl W. Hastings ------------------------------- Carl W. Hastings, Executive Vice President, Assistant Secretary, Director Date: March 30, 2000 By: /s/ Thomas W. Pinnock ------------------------------- Thomas W. Pinnock III, Director Date: March 30, 2000 By: /s/ Stephen M. Merrick ------------------------------- Stephen M. Merrick, Senior Vice President, Secretary, Director (principal financial and accounting officer) Date: March 30, 2000 29 By: /s/ Donald L. McCain ------------------------------- Donald L. McCain, Director Date: March 30, 2000 By: /s/ John Akin ------------------------------- John Akin, Director Date: March 30, 2000 By: /s/ Sandra S. Montgomery ------------------------------- Sandra S. Montgomery, Director Date: March 30, 2000 By: /s/ Thomas T. Moody ------------------------------- Thomas T. Moody, Director Date: March 30, 2000 By: /s/ Marvin W. Solomonson ------------------------------- Marvin W. Solomonson, Director Date: March 30, 2000 Reliv' International, Inc. and Subsidiaries Consolidated Financial Statements Years ended December 31, 1999, 1998 and 1997 Contents Consolidated Financial Statements: Report of Independent Auditors........................................F-1 Consolidated Balance Sheets as of December 31, 1999 and 1998..........F-2 Consolidated Statements of Operations for the years ended December 31, 1999, 1998 and 1997...................................F-4 Consolidated Statements of Stockholders' Equity for the years ended December 31, 1999, 1998 and 1997...................................F-5 Consolidated Statements of Cash Flows for the years ended December 31, 1999, 1998 and 1997....................................F-6 Notes to Consolidated Financial Statements - December 31, 1999........F-8 Financial Statement Schedule: Schedule II - Valuation and Qualifying Accounts for the years ended December 31, 1999, 1998 and 1997......................................F-28 All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted. [Letterhead of Ernst & Young LLP] Report of Independent Auditors Board of Directors and Stockholders Reliv' International, Inc. We have audited the accompanying consolidated balance sheets of Reliv' International, Inc. and subsidiaries as of December 31, 1999 and 1998, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the three years in the period ended December 31, 1999. Our audits also included the financial statement schedule listed in the Index at Item 14(a). These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the 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 consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Reliv' International, Inc. and subsidiaries at December 31, 1999 and 1998, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. 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. /s/ Ernst & Young LLP March 7, 2000, except for Note 6, as to which the date is March 20, 2000 St. Louis, Missouri F-1 Reliv' International, Inc. and Subsidiaries Consolidated Balance Sheets
December 31 1999 1998 ------------------------------------------- Assets Current assets: Cash and cash equivalents $ 1,531,700 $ 2,816,804 Accounts and notes receivable, less allowances of $430,000 in 1999 and $5,000 in 1998 794,037 688,194 Note receivable from officer 164,250 89,250 Inventories: Finished goods 1,826,748 1,702,359 Raw materials 2,402,006 1,865,649 Sales aids and promotional materials 476,708 361,322 ------------------------------------------- Total inventories 4,705,462 3,929,330 Refundable income taxes 855,178 314,284 Prepaid expenses and other current assets 304,734 440,596 Deferred income taxes 141,236 79,269 ------------------------------------------- Total current assets 8,496,597 8,357,727 Other assets: Goodwill, net of accumulated amortization of $65,692 in 1999 and $13,000 in 1998 459,846 512,399 Other assets 1,013,130 703,623 ------------------------------------------- Total other assets 1,472,976 1,216,022 Property, plant and equipment 15,362,583 14,172,977 Less accumulated depreciation and amortization (4,560,338) (3,493,754) ------------------------------------------- 10,802,245 10,679,223 ------------------------------------------- Total assets $20,771,818 $20,252,972 ===========================================
See accompanying notes. F-2 Reliv' International, Inc. and Subsidiaries Consolidated Balance Sheets
December 31 1999 1998 ------------------------------------------- Liabilities and stockholders' equity Current liabilities: Accounts payable and accrued expenses $ 5,882,612 $ 5,189,755 Income taxes payable 3,391 55,258 Borrowings under line of credit 1,792,986 313,825 Current maturities of long-term debt and capital lease obligations 622,973 508,362 Unearned income 5,003 107,695 ------------------------------------------- Total current liabilities 8,306,965 6,174,895 Non-current liabilities: Capital lease obligations, less current maturities 305,081 373,455 Long-term debt, less current maturities 4,990,639 5,216,107 Other non-current liabilities 350,415 148,349 ------------------------------------------- Total non-current liabilities 5,646,135 5,737,911 Stockholders' equity: Common stock, no par value; 20,000,000 shares authorized, 9,551,102 shares issued and outstanding in 1999 and 9,653,502 shares issued and outstanding in 1998 9,082,382 9,179,764 Notes receivable - officers and directors (38,217) (44,746) Accumulated deficit (1,889,297) (354,195) Accumulated other comprehensive loss: Foreign currency translation adjustment (336,150) (440,657) ------------------------------------------- Total stockholders' equity 6,818,718 8,340,166 ------------------------------------------- Total liabilities and stockholders' equity $20,771,818 $20,252,972 ===========================================
See accompanying notes. F-3 Reliv' International, Inc. and Subsidiaries Consolidated Statements of Operations
Year ended December 31 1999 1998 1997 ---------------------------------------------------------------- Sales at suggested retail $88,781,139 $75,987,414 $71,066,845 Less distributor allowances on product purchases 20,807,613 24,093,903 24,230,575 ---------------------------------------------------------------- Net sales 67,973,526 51,893,511 46,836,270 Costs and expenses: Cost of products sold 34,557,290 14,286,498 9,404,283 Distributor royalties and commissions 15,316,965 16,664,486 16,837,084 Selling, general and administrative 19,834,063 18,069,355 17,083,792 ---------------------------------------------------------------- 69,708,318 49,020,339 43,325,159 ---------------------------------------------------------------- Income (loss) from operations (1,734,792) 2,873,172 3,511,111 Other income (expense): Interest expense (585,255) (509,492) (210,268) Other income 149,866 134,249 113,145 ---------------------------------------------------------------- Income (loss) before income taxes (2,170,181) 2,497,929 3,413,988 Provision (benefit) for income taxes (770,000) 941,000 1,385,000 ---------------------------------------------------------------- Net income (loss) $ (1,400,181) $ 1,556,929 $ 2,028,988 ================================================================ Earnings (loss) per common share $(.15) $.16 $.21 Earnings (loss) per common share - assuming dilution $(.15) $.16 $.20
See accompanying notes. F-4 Reliv' International, Inc. and Subsidiaries Consolidated Statements of Stockholders' Equity
Accumulated Common Stock Notes Receivable Other Treasury Stock ------------ Officers and Accumulated Comprehensive -------------- Shares Amount Directors Deficit Income/(Loss) Shares Amount Total ------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------- Balance at December 31, 1996 9,900,529 $9,211,826 $ (4,633) $(2,516,181) $ 10,970 250,580 $(644,660) $6,057,322 ------------------------------------------------------------------------------------------------- Net income - - - 2,028,988 - - - 2,028,988 Other comprehensive income/(loss): Foreign currency translation adjustment - - - - (300,872) - - (300,872) ----------- Total comprehensive income $1,728,116 ----------- Common stock purchased for treasury - - - - - 86,306 (337,127) (337,127) Options exercised 10,438 13,125 - - - - - 13,125 Warrants exercised 29,140 - - - - - - - Cancellation of treasury stock (314,106) (89,187) - (892,600) - (314,106) 981,787 - Adjustment to stock dividend (8,694) - - - - (22,780) - - Dividends paid ($.03 per share) - - - (293,371) - - - (293,371) ------------------------------------------------------------------------------------------------- Balance at December 31, 1997 9,617,307 9,135,764 (4,633) (1,673,164) (289,902) - - $7,168,065 ------------------------------------------------------------------------------------------------- Net income - - - 1,556,929 - - - 1,556,929 Other comprehensive income/(loss): Foreign currency translation adjustment - - - - (150,755) - - (150,755) ----------- Total comprehensive income $1,406,174 ----------- Options exercised 36,195 44,000 (44,000) - - - - - Repayment of loan by officers and directors - - 3,887 - - - - 3,887 Dividends paid ($.025 per share) - - - (237,960) - - - (237,960) ------------------------------------------------------------------------------------------------- Balance at December 31, 1998 9,653,502 9,179,764 (44,746) (354,195) (440,657) - - $8,340,166 ------------------------------------------------------------------------------------------------- Net loss - - - (1,400,181) - - - (1,400,181) Other comprehensive income/(loss): Foreign currency translation adjustment - - - - 104,507 - - 104,507 adjustment ----------- Total comprehensive loss $(1,295,674) ----------- Common stock purchased for treasury - - - - - 102,400 (135,798) 135,798) Cancellation of treasury stock (102,400) (97,382) - (38,416) - (102,400) 135,798 - Repayment of loan by officers and directors - - 6,529 - - - - 6,529 Dividends paid ($.01 per share) - - - (96,505) - - - (96,505) ------------------------------------------------------------------------------------------------- Balance at December 31, 1999 9,551,102 $9,082,382 $(38,217) $(1,889,297) $(336,150) - $ - $6,818,718 =================================================================================================
See accompanying notes. F-5 Reliv' International, Inc. and Subsidiaries Consolidated Statements of Cash Flows
Year ended December 31 1999 1998 1997 --------------------------------------------------------------- Operating activities Net income (loss) $(1,400,181) $1,556,929 $2,028,988 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 1,121,025 806,146 607,281 Provision for losses on accounts receivable 431,625 9,915 - Provision for deferred income taxes (61,225) 9,232 (31,096) Foreign currency transaction (gain)/loss (23,782) 38,756 (23,019) (Increase) decrease in accounts and notes receivable (561,104) (474,159) 185,115 (Increase) decrease in inventories (740,168) (1,348,163) 30,553 (Increase) decrease in refundable income taxes (541,074) (294,589) 21,496 (Increase) decrease in prepaid expenses and other current assets 138,244 56,032 14,803 (Increase) decrease in other assets (313,383) (502,034) (128,244) Increase (decrease) in accounts payable and accrued expenses 834,360 2,083,822 (128,082) Increase (decrease) in income taxes payable (55,749) 66,756 (68,940) Increase (decrease) in unearned income (102,712) 102,711 (17,594) --------------------------------------------------------------- Net cash provided by (used in)operating activities (1,274,124) 2,111,354 2,491,261 Investing activities Proceeds from the sale of property, plant and equipment - 8,923 73,010 Purchase of property, plant and equipment (1,081,746) (1,756,442) (5,054,726) Repayment of loans by officers and directors 6,529 3,887 - --------------------------------------------------------------- Net cash used in investing activities (1,075,217) (1,743,632) (4,981,716) Financing activities Proceeds from long-term borrowings and line of credit 1,779,162 785,307 3,958,514 Principal payments on long-term borrowings and line of credit (419,863) (344,774) (220,144) Principal payments under capital lease obligations (163,654) (44,336) (84,723) Proceeds from stock options exercised - - 13,125 Dividends paid (96,505) (237,960) (293,371) Purchase of treasury stock (135,798) - (337,127) --------------------------------------------------------------- Net cash provided by financing activities 963,342 158,237 3,036,274 Effect of exchange rate changes on cash and cash equivalents 100,895 (135,581) (228,163) --------------------------------------------------------------- Increase (decrease) in cash and cash equivalents (1,285,104) 390,378 317,656 Cash and cash equivalents at beginning of year 2,816,804 2,426,426 2,108,770 --------------------------------------------------------------- Cash and cash equivalents at end of year $1,531,700 $2,816,804 $2,426,426 ===============================================================
F-6 Reliv' International, Inc. and Subsidiaries Consolidated Statements of Cash Flows (continued)
Year ended December 31 1999 1998 1997 ---------------------------------------------------------------- Supplemental disclosures of cash flow information: Cash paid during the year for: Interest $ 581,235 $ 556,962 $ 219,997 =============================================================== Income taxes $ 55,710 $1,201,896 $ 1,396,476 =============================================================== Non cash investing and financing transactions: Capital lease obligations entered into $ 104,285 $ 508,830 $ 92,519 ===============================================================
See accompanying notes. F-7 Reliv' International, Inc. and Subsidiaries Notes to Consolidated Financial Statements 1. Nature of Business and Significant Accounting Policies Nature of Business Reliv' International, Inc. (the Company) produces a line of food products including nutritional supplements, diet management products, granola bars and sports drink mixes. These products are sold by subsidiaries of the Company to a sales force of independent distributors and licensees of the Company that sell products directly to consumers. The Company and its subsidiaries sell products to distributors throughout the United States and in Australia, Canada, New Zealand, Mexico, the United Kingdom and Colombia. In addition, the Company provides manufacturing and packaging services for unrelated customers. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its foreign and domestic subsidiaries. All significant intercompany accounts and transactions have been eliminated. Inventories Inventories are valued at the lower of cost or market. Product cost is determined using standard costs, which approximate the first-in, first-out basis. Other inventory cost is determined using the first-in, first-out basis. Property, Plant and Equipment Property, plant and equipment are stated on the cost basis. Depreciation and amortization, which includes the amortization of assets recorded under capital leases, are computed using the straight-line or accelerated method over the useful life of the related assets. Goodwill Goodwill represents the cost in excess of the fair value of the net assets acquired and is being amortized on a straight-line basis over a period of ten years. On a periodic basis, the Company evaluates goodwill for impairment by comparing estimated future discounted cash flows of the business to its carrying value. F-8 Reliv' International, Inc. and Subsidiaries Notes to Consolidated Financial Statements 1. Nature of Business and Significant Accounting Policies (continued) Revenue Recognition The Company generally receives its sales price in cash accompanying orders from independent distributors and makes related commission payments in the following month. The net sales price is the suggested retail price less the distributor discount of 25 percent to 45 percent of such suggested retail price. Sales revenue and commission expenses are recorded when the merchandise is shipped. Unearned income represents prepaid orders for which the Company has not shipped the merchandise. Foreign Currency Translation The financial statements of foreign subsidiaries have been translated into U.S. dollars in accordance with FASB statement No. 52, Foreign Currency Translation. All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date. Income statement amounts have been translated using the average exchange rate for the year. The gains and losses resulting from the changes in exchange rates from year to year have been reported in other comprehensive income/loss. The effect on the statements of operations of transaction gains and losses is insignificant for all years presented. Income Taxes The provision for income taxes is computed using the liability method in accordance with FASB statement No. 109, Accounting for Income Taxes. The primary difference between financial statement and taxable income results from financial statement accruals and reserves. Stock-Based Compensation The Company accounts for stock options in accordance with APB Opinion No. 25, Accounting for Stock Issued to Employees. Since the Company grants stock options at an exercise price not less than the fair value of the shares at the date of grant, no compensation expense is recognized. The Financial Accounting Standards Board has issued Statement of Financial Accounting Standards (SFAS) No. 123, Accounting and Disclosure of Stock-Based Compensation, effective for years beginning after December 1995. The Company has elected the disclosure-only alternative of this pronouncement in a footnote to these financial statements (see Note 9). F-9 Reliv' International, Inc. and Subsidiaries Notes to Consolidated Financial Statements 1. Nature of Business and Significant Accounting Policies (continued) Basic and Diluted Earnings per Share Basic and diluted earnings per share are calculated in accordance with FASB Statement No. 128, Earnings per Share. All earnings per share amounts for all periods have been presented to conform to the requirements of Statement No.128. Basic earnings per common share are computed using the weighted average number of common shares outstanding during the year. Diluted earnings per common share are 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 and warrants. See Note 8 for additional information regarding earnings per share. On January 31, 1997, the Company declared a 10 percent stock dividend on the Company's common stock, which was distributed on February 28, 1997 to stockholders of record on February 14, 1997. The dividend was transferred from retained earnings to common stock in the amount of $5,848,000, which was based on the closing price of $6.50 per share on the declaration date. Average shares outstanding and all per share amounts included in the accompanying consolidated financial statements and notes are based on the increased number of shares giving retroactive recognition to the stock dividend. Advertising Costs of sales aids and promotional materials are capitalized as inventories. All other advertising and promotional costs are expensed when incurred. Cash Equivalents The Company's policy is to consider demand deposits and short-term investments with a maturity of three months or less when purchased as cash equivalents. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. F-10 Reliv' International, Inc. and Subsidiaries Notes to Consolidated Financial Statements 1. Nature of Business and Significant Accounting Policies (continued) Reclassifications Certain reclassifications have been made to prior years' financial statements to conform to the current presentation. 2. Acquisition of Reliv UK, Ltd. On October 1, 1998, the Company acquired the common stock of Reliv UK, Ltd. (Reliv UK) in exchange for 250,000 shares of Reliv Europe, Inc., the holding company of the acquired entity, and certain other consideration as described below. Prior to the acquisition, Reliv UK was a licensee of the Company. The shares issued of Reliv Europe were valued at $12,500. In conjunction with the acquisition, the previous owner of Reliv UK forgave approximately $435,000 in advances to Reliv UK, and the Company converted $420,000 of its advances to Reliv UK into 8,400,000 shares of Reliv Europe, which represents a 97% ownership interest in Reliv Europe. Also, Reliv Europe, Inc. is required to make monthly payments of 1.5% of the retail sales of Reliv UK to the previous owner of Reliv UK for a period of ten years. These payments are being expensed as incurred. The operations of Reliv UK are included in the consolidated statement of operations from the date of acquisition. The transaction was accounted for as a purchase, and the excess cost over fair value of the net assets acquired is being amortized on a straight-line basis over a ten-year period. The pro forma unaudited results of operations for the years ended December 31, 1998 and 1997, assuming the purchase of Reliv UK had been consummated as of January 1, 1997, follow: 1998 1997 --------------------------------------- Net sales $52,115,582 $47,232,848 Net income 1,403,844 1,722,685 Net income per common share: Basic $.15 $.18 Diluted $.14 $.17 3. Research and Development Expenses Research and development expenses of $393,000, $319,000, and $286,000 in 1999, 1998 and 1997, respectively, were charged to selling, general and administrative expenses as incurred. F-11 Reliv' International, Inc. and Subsidiaries Notes to Consolidated Financial Statements 4. Property, Plant and Equipment Property, plant and equipment at December 31, 1999 and 1998, consist of the following: 1999 1998 ---------------------------------- Land $ 829,222 $ 829,222 Building 8,384,105 8,201,744 Machinery and equipment 3,870,695 2,783,923 Office equipment 454,729 446,205 Computer equipment and software 1,823,832 1,676,372 Construction in progress - 235,511 ---------------------------------- 15,362,583 14,172,977 Less accumulated depreciation and amortization (4,560,338) (3,493,754) ---------------------------------- $10,802,245 $10,679,223 ================================== 5. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses at December 31, 1999 and 1998, consist of the following: 1999 1998 -------------------------------------- Trade payables $3,993,555 $3,568,334 Distributors commissions 1,421,286 1,172,164 Sales taxes 204,552 221,377 Interest expense 31,871 27,851 Payroll and payroll taxes 127,800 114,906 Other 103,548 85,123 -------------------------------------- $5,882,612 $5,189,755 ====================================== 6. Short-Term Borrowings In January 1996, the Company obtained a line of credit amounting to $400,000. Borrowings under this line of credit are due February 2001 and bear interest, payable monthly, at the prime rate. A portion of the Company's inventory and property, plant and equipment with a net book value of $5,803,400 as of December 31, 1999 are pledged as security under the terms of the agreements. In May 1999, the Company obtained a second line of credit with a maximum limit of $2,000,000. The limit is based on a collateral-based formula of accounts receivable and inventory. Borrowings under this line of credit are due on demand and bear interest, payable monthly, at the prime rate. As of December 31, 1999, the Company's outstanding balance of $1,392,986 on the $2,000,000 line of credit exceeded that allowed under the collateral-based formula. However, the Company has obtained a F-12 Reliv' International, Inc. and Subsidiaries Notes to Consolidated Financial Statements 6. Short-Term Borrowings (continued) waiver of the borrowing base limit, which allows the Company to borrow up to the maximum $2,000,000 through September 30, 2000. As of December 31, 1999, the unused portion of the credit lines was $607,014. 7. Long-Term Debt Long-term debt at December 31, 1999 and 1998, consists of the following:
1999 1998 ----------------------------------- Industrial revenue bonds payable in monthly installments (including interest at 85% of prime) not to exceed $9,611, commencing August 1, 1991; secured by land and building (net book value $2,802,342 at December 31, 1999); balance due on March 1, 2005 $ 477,076 $ 540,776 Note payable in monthly installments (including interest at prime and additional interest at 15% of prime on the balance of the industrial revenue bonds) equal to $9,611 less installment applied to industrial revenue bond, commencing August 1, 1991; unsecured; balance due on March 1, 2005 204,755 204,755 Term loan payable in monthly installments of $19,550, including interest at 8.5% through April 2001; secured by equipment and inventory (net book value of $5,803,400 at December 31, 1999) 277,164 478,260 Term loan payable in monthly installments of $38,802, including interest at 8.5%, with the balance due March 2001; secured by land and building (net book value of $5,463,880 at December 31, 1999) 4,261,155 4,355,063 Term loan payable in monthly installments of $7,303, including interest at 7.75% with the balance due February 2003; secured by equipment (net book value of $263,984 at December 31,1999) 238,840 - ----------------------------------- 5,458,990 5,578,854 Less current maturities (468,351) (362,747) ----------------------------------- $4,990,639 $5,216,107 ===================================
F-13 Reliv' International, Inc. and Subsidiaries Notes to Consolidated Financial Statements 7. Long-Term Debt (continued) Principal maturities of long-term debt at December 31, 1999 are as follows: 2000 $ 468,351 2001 4,369,810 2002 171,798 2003 104,881 2004 109,763 Thereafter 234,387 -------------------- $ 5,458,990 ==================== 8. Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share:
Year ended December 31 1999 1998 1997 ------------------------------------------------------------ Numerator: Numerator for basic and diluted earnings per share - net income (loss) $(1,400,181) $1,556,929 $2,028,988 Denominator: Denominator for basic earnings per share - weighted average shares 9,633,000 9,645,000 9,600,000 Effect of dilutive securities: Employee stock options and other warrants - 390,000 707,000 ------------------------------------------------------------ Denominator for diluted earnings per share - adjusted weighted average shares 9,633,000 10,035,000 10,307,000 ============================================================ Basic earnings (loss) per share $(0.15) $0.16 $0.21 ============================================================ Diluted earnings (loss) per share $(0.15) $0.16 $0.20 ============================================================
The diluted shares base for the year ended December 31, 1999 excludes incremental shares of 59,000 related to employee stock options and warrants issued to external parties. These shares are excluded due to their antidilutive effect as a result of the Company's net loss during 1999. F-14 Reliv' International, Inc. and Subsidiaries Notes to Consolidated Financial Statements 9. Stock Options, Warrants, and Distributor Stock Purchase Plan Stock Options In December 1999, options granted in 1994 from an incentive stock option plan for key employees expired. These options were reissued as nonqualified stock options in December 1999, with an expiration date of December 2004. Options for 440,000 shares were issued at an exercise price of $2.045 per share. In May 1995, the Company adopted an incentive stock option plan which provides for the grant of incentive stock options and nonqualified stock options for employees (including officers) and other consultants and advisors to the Company. A maximum of 1,100,000 shares can be purchased at an option price not less than the fair market value of the stock at the time the options are granted. In May 1999, the Company adopted another incentive stock option plan similar to the 1995 plan. A maximum of 1,000,000 shares can be purchased at an option price not less than the fair market value of the stock at the time the options are granted. In December 1999, options for 922,000 shares were issued at an exercise price of between $1.125 and $1.2375 per share. As the result of the Company's 10% stock dividend in February 1997, all outstanding options and warrants were adjusted to reflect for the stock dividend. The Company has elected to follow APB Opinion No. 25, Accounting for Stock Issued to Employees, (APB 25) and related interpretations in accounting for its employee and nonemployee director stock options because, as discussed below, the alternative fair value accounting provided for under SFAS No. 123, Accounting for Stock-Based Compensation, requires the use of option valuation models that were not developed for use in valuing employee stock options. Under APB 25, because the exercise price of the Company's employee and nonemployee director stock options equals the market price of the underlying stock on the date of grant, no compensation expense is recognized. Pro forma information regarding net income and earnings per share is required by SFAS No. 123 and has been determined as if the Company had accounted for its employee stock options under the fair value method of the statement. The fair value for these options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted average assumptions: risk-free interest rates ranging from 5.70% to 5.97% for 1997, 4.55% for 1998, and 6.12% to 6.29% for 1999; dividend yield of .50%; volatility factor of the expected price of the Company's stock of .624 for 1997, .681 for 1998, and .667 for 1999; and a weighted average expected life of 4.34 years. F-15 Reliv' International, Inc. and Subsidiaries Notes to Consolidated Financial Statements 9. Stock Options, Warrants, and Distributor Stock Purchase Plan (continued) Stock Options (continued) The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company's employee and nonemployee director stock options have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee and nonemployee director stock options. For purposes of pro forma disclosures, the estimated fair value of the options and warrants is amortized to expense over the vesting period. The effects of applying the pro forma disclosure provisions of SFAS No. 123 are not likely to be representative of the effects on reported net income for future years. The Company's pro forma information follows: 1999 1998 1997 ---------------------------------------------- Pro forma net income (loss) $(1,851,570) $1,450,356 $1,861,748 Pro forma earnings (loss) per share: Basic $(.19) $.15 $.19 Diluted $(.19) $.14 $.18 F-16 Reliv' International, Inc. and Subsidiaries Notes to Consolidated Financial Statements 9. Stock Options, Warrants, and Distributor Stock Purchase Plan (continued) Stock Options (continued) A summary of the Company's stock option activity and related information for the years ended December 31 follows:
1999 1998 1997 ------------------------------------------------------------------------------------- Weighted Weighted Weighted Avg. Avg. Avg. Exercise Exercise Exercise Options Price Options Price Options Price ------------------------------------------------------------------------------------ Outstanding beginning of the year 1,474,850 $2.021 1,165,900 $1.954 1,076,900 $1.841 Granted: Price = fair value 722,000 1.125 275,000 2.125 100,000 3.125 Price > fair value 640,000 1.793 75,000 2.3375 - - Exercised (1) - (38,300) 1.348 (11,000) 1.506 Forfeited (445,250) 2.165 (2,750) 1.818 - - ============== ============== ============== Outstanding at end of year 2,391,600 $2.021 1,474,850 $2.021 1,165,900 $1.954 ============== ============== ============== Exercisable at end of year 1,711,031 971,914 723,332 ============== ============== ============== (1) Shares issued were less than options exercised due to cashless exercise provision.
As of December 31, 1999 Options Outstanding Options Exercisable ------------------------------------- ---------------------------------- Range of Exercise Number Weighted Avg. Weighted Avg. Number Weighted Avg. Prices Outstanding Remaining Life Exercise Price Exercisable Exercise Price - --------------------- ---------------- -------------------- ------------------- --------------- ------------------ $1.125 - $2.00 1,363,100 3.66 $1.206 855,357 $1.205 $2.01 - $3.00 933,000 4.06 2.179 760,174 2.148 $3.125 95,500 2.96 3.125 95,500 3.125 ---------------- --------------- $1.125 - $3.125 2,391,600 3.79 $1.662 1,711,031 $1.731 ================ ===============
Warrants In 1997, as a renewal of a consulting agreement, the Company issued warrants to purchase 9,600 shares at an exercise price of $6.25 per share with a term of two years. F-17 Reliv' International, Inc. and Subsidiaries Notes to Consolidated Financial Statements 9. Stock Options, Warrants, and Distributor Stock Purchase Plan (continued) Distributor Stock Purchase Plan In November 1998, the Company established a Distributor Stock Purchase Plan. The plan allows distributors who have reached the "Ambassador" status the opportunity to allocate up to 10% of their monthly compensation into the plan to be used to purchase the Company's common stock at the current market value. The plan also states that at the end of each year, the Company will grant warrants to purchase additional shares of the Company's common stock based on the number of shares purchased by the distributors under the plan during the year. The warrant exercise price will equal the market price for the Company's common stock at the date of issuance. The warrants issued shall be in the amount of 25% of the total shares purchased under the plan during the year. This plan commenced in January 1999 and a total of 36,075 warrants were issued as of December 31, 1999. A summary of the Company's warrant activity and related information for the years ended December 31 follows:
1999 1998 1997 ------------------------------------------------------------------------------------- Weighted Weighted Weighted Avg. Avg. Avg. Exercise Exercise Exercise Warrants Price Warrants Price Warrants Price ------------------------------------------------------------------------------------ Outstanding beginning of the year 111,548 $4.360 111,548 $4.360 143,348 $3.430 Granted: Price < fair value - - - - - - Price = fair value 36,075 1.031 - - 9,600 6.250 Price > fair value - - - - - - Exercised (1) - - - - (41,400) 1.578 Forfeited (111,548) 4.36 - - - - ============== ============== ============== Outstanding at end of year 36,075 $1.031 111,548 $4.360 111,548 $4.360 ============== ============== ============== Exercisable at end of year - 111,548 111,548 ============== ============== ============== (1) Shares issued were less than warrants exercised due to cashless exercise provision.
As of December 31, 1999 Warrants Outstanding Warrants Exercisable ------------------------------------- ----------------------------------- Range of Exercise Number Weighted Avg. Weighted Avg. Number Weighted Avg. Prices Outstanding Remaining Life Exercise Price Exercisable Exercise Price - --------------------- ---------------- -------------------- ----------------- ----------------- ----------------- $1.031 36,075 3.000 $1.031 - $1.031
F-18 Reliv' International, Inc. and Subsidiaries Notes to Consolidated Financial Statements 10. Leases The Company leases certain manufacturing, storage and office facilities and certain equipment and automobiles. These leases have varying terms, and certain leases have renewal and/or purchase options. Future minimum payments under noncancelable leases with initial or remaining terms in excess of one year consist of the following at December 31, 1999: Capital Operating Leases Leases ------------------------------ 2000 $185,195 $298,281 2001 179,273 230,159 2002 142,839 214,922 2003 11,446 100,235 2004 - 71,925 Thereafter - 1,657 ------------------------------ Total minimum lease payments 518,753 $917,179 =============== Less amount representing interest 59,050 --------------- Present value of minimum lease payments (including current portion of $154,622) $459,703 =============== Machinery, office and computer equipment at December 31, 1999 and 1998, include approximately $702,360 and $598,073 of equipment under leases that have been capitalized. Accumulated depreciation and amortization for such equipment approximated $272,215 and $87,149 at December 31, 1999 and 1998, respectively. Rent expense for all operating leases was $350,029, $324,272 and $311,554 for the years ended December 31, 1999, 1998 and 1997, respectively. 11. License Agreement The Company has a license agreement with the individual who developed many of the Company's products. This agreement provides the Company with the exclusive worldwide license to manufacture and sell all products created by the licensor and requires monthly royalty payments of 5 percent of net sales, with a minimum payment of $10,000 and a maximum payment of $22,000. The agreement terminates the later of December 2001 or on the death of the licensor. The amount of expense under this agreement was $264,000 for each of the years ended December 31, 1999, 1998 and 1997. F-19 Reliv' International, Inc. and Subsidiaries Notes to Consolidated Financial Statements 12. Income Taxes The components of income (loss) before income taxes are as follows: Year ended December 31 1999 1998 1997 ------------------------------------------------------------ Domestic $(1,443,941) $2,637,355 $3,625,708 Foreign (726,240) (139,426) (211,720) ------------------------------------------------------------ $(2,170,181) $2,497,929 $3,413,988 ============================================================ The components of the provision (benefit) for income taxes are as follows: Year ended December 31 1999 1998 1997 ------------------------------------------------------------ Current: Federal $(642,000) $801,000 $1,239,000 Foreign (15,000) 69,000 38,000 State (51,000) 59,000 134,000 ------------------------------------------------------------ Total current (708,000) 929,000 1,411,000 Deferred: Federal (75,000) 3,000 (24,000) Foreign 13,000 9,000 - State - - (2,000) ------------------------------------------------------------ Total deferred (62,000) 12,000 (26,000) ------------------------------------------------------------ $(770,000) $941,000 $1,385,000 ============================================================ F-20 Reliv' International, Inc. and Subsidiaries Notes to Consolidated Financial Statements 12. Income Taxes (continued) The provision for income taxes is different from the amounts computed by applying the United States federal statutory income tax rate of 34 percent. The reasons for these differences are as follows:
Year ended December 31 1999 1998 1997 ------------------------------------------------------------ Income taxes at statutory rate $(738,000) $849,000 $1,161,000 Differences between U.S. and foreign tax rates on foreign income (6,000) 5,000 27,000 State income taxes, net of federal benefit (34,000) 39,000 88,000 Provision for IRS audit settlement - - 75,000 Other 8,000 48,000 34,000 ------------------------------------------------------------ $(770,000) $941,000 $1,385,000 ============================================================
The components of the deferred tax asset and the related tax effects of each temporary difference at December 31, 1999 and 1998, are as follows: 1999 1998 --------------------------------------- Deferred tax asset: Product refund reserve $18,000 $18,000 Tax over book depreciation (95,000) - Deferred compensation 102,000 - Obsolescence reserve 81,000 65,000 Bad debt reserve 20,000 2,000 Miscellaneous accrued expenses 15,236 (5,731) --------------------------------------- $141,236 $79,269 ======================================= Federal income taxes have not been provided on the undistributed earnings of the Company's Australian and New Zealand subsidiaries since the Company has foreign tax credits available to offset any related federal income taxes. The Internal Revenue Service (IRS) examinations of the Company's U.S. federal income tax returns for fiscal years 1992 through 1994 resulted in a proposed assessment against the Company. In early 1998, this examination was resolved with no material adverse effect on the Company's financial position or results of operation. F-21 Reliv' International, Inc. and Subsidiaries Notes to Consolidated Financial Statements 13. Employee Benefit Plans The Company established a 401(k) employee savings plan which covers substantially all employees. In 1999, employees could contribute up to 8.5 percent of their gross income to the plan and the Company matched 75 percent of the employee's contribution. Company contributions under the 401(k) plan totaled $174,000, $126,000 and $115,000 in 1999, 1998 and 1997, respectively. 14. Incentive Compensation Plans Effective January 1, 1994, the Company adopted an annual incentive compensation plan and a long-term incentive plan. These plans include three officers/directors and are effective until termination of their employment. Participants in the plans are entitled to receive additional compensation based on the attainment of defined annual and long-term performance measures. Incentive compensation under each of the plans cannot exceed the participant's base salary rate. The base salary rates and the performance measures specified by both plans are established annually by the Board of Directors. The Company paid approximately $0, $0 and $240,000 in 1999, 1998 and 1997, respectively, under its incentive compensation plans. During 1998, the Company established a supplemental executive retirement plan which allows certain employees to defer a portion of their annual salary/bonus into a grantor trust. The participants have a choice of certain investment vehicles, and earnings/losses on the trust assets accrue, to the benefit/detriment of the participants. The Company may also match the participants deferral amount. In 1998, the Company agreed to a 56% match which approximated $65,000. In 1999, the Company did not provide a match. 15. Employment Agreements In November 1992, the Company entered into a services agreement with a former officer for a term retroactively commencing in July 1992 and expiring in December 1999. The Company paid approximately $50,000 in each of the years ended December 31, 1999, 1998, and 1997, respectively. F-22 Reliv' International, Inc. and Subsidiaries Notes to Consolidated Financial Statements 15. Employment Agreements (continued) Effective January 1, 1994, the Company entered into employment agreements with three officers/directors and in June 1997, entered into new employment agreements with two of these officers/directors. The employment agreements provide for base salary rates established annually by the Board of Directors. The Company paid base salaries of $1,166,000, $1,272,000 and $960,000 in 1999, 1998 and 1997, respectively, under the terms of the agreements. 16. Related Party Transactions An officer/director of the Company is a principal in a law firm which provides legal services to the Company. During the years ended December 31, 1999, 1998 and 1997, the Company incurred fees to the officer/director and his firm of approximately $220,000, $396,000 and $332,000, respectively. In the stockholders' equity section of the balance sheet, notes receivable - officers and directors include amounts due from officers/directors of $38,216, $44,746, and $4,633 at December 31, 1999, 1998 and 1997, respectively. Note receivable from officer represents amounts due from an officer/director. In 1998, the individual received advances against his anticipated incentive compensation totaling $89,250. A repayment of $30,000 was made in January 2000. In December 1999, the individual received a loan of $75,000 from the cash surrender value of a life insurance policy on this individual. This loan was repaid, including interest, in March 2000. 17. Consulting Agreements In conjunction with an acquisition, the Company entered into a consulting agreement with a partnership consisting of three former stockholders. Under the agreement, which commenced in March 1992 and expires in February 2002, the Company pays annual consulting fees to the partnership equal to 2 percent of the gross sales amount of all products sold by the Company in Australia and New Zealand determined by the suggested retail price up to approximately $A10,000,000 in 1992 and $A12,000,000 in all subsequent years during the term and 3 percent of retail sales that exceed those figures. Total expense under this agreement approximated $65,000, $78,000, and $96,000 in 1999, 1998 and 1997, respectively. F-23 Reliv' International, Inc. and Subsidiaries Notes to Consolidated Financial Statements 18. Legal Proceedings In May 1998, the former sales/general manager of the Company's Canadian subsidiary filed lawsuit claiming unlawful termination and breach of contract. The individual had been terminated by the Company in March 1998. The Company believes the claim is without merit and intends to vigorously defend itself. At this time, the outcome of this matter is uncertain, and a range of loss cannot be reasonably estimated. However, management believes that the final outcome will not have a material adverse effect on the financial position or results of operations of the Company. 19. Segment Information Description of Products and Services by Segment The Company has two reportable segments: a network marketing segment and a manufacturing and packaging segment. The Company's network marketing segment consists of six operating units that sell nutritional and dietary products to a sales force of independent distributors that sell the products directly to customers. The manufacturing and packaging segment consists of the manufacturing operation of the Company that produces nearly all of the products sold by the network marketing segment along with products made for unrelated customers based on the customers' specifications. Measurement of Segment Profit or Loss and Segment Assets The Company evaluates performance and allocates resources based on profit or loss from operations before interest expense, other non-operating income and expense and income taxes. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. Intersegment sales and transfers are recorded at cost plus an agreed-upon intercompany profit on intersegment sales and transfers. Factors Management Used to Identify the Enterprise's Reportable Segments The Company's reportable segments are business units that perform distinctly different functions. The manufacturing and packaging segment is evaluated on its sales and profitability to its unrelated outside customers, along with performance against standard costs for its intersegment sales. The network marketing segment is evaluated on the sales and profitability of the network marketing product line to its sales force of independent distributors. F-24 Reliv' International, Inc. and Subsidiaries Notes to Consolidated Financial Statements 19. Segment Information (continued) Segment data for the fiscal years ended December 31, 1999, 1998 and 1997:
1999 1998 1997 -------------------------------------------------------------------- Net Sales Net sales to external customers: Network marketing $40,681,124 $45,561,745 $45,311,467 Manufacturing and packaging 27,292,402 6,331,766 1,524,803 -------------------------------------------------------------------- Total net sales to external customers 67,973,526 51,893,511 46,836,270 Intersegment net sales: Manufacturing and packaging 6,145,234 7,387,501 6,994,590 -------------------------------------------------------------------- Total net sales 74,118,760 59,281,012 53,830,860 Reconciling Items: Intersegment net sales (6,145,234) (7,387,501) (6,994,590) -------------------------------------------------------------------- Total consolidated net sales $67,973,526 $51,893,511 $46,836,270 ==================================================================== Depreciation and amortization Network marketing $ 528,140 $492,920 $457,194 Manufacturing and packaging 592,885 313,226 150,087 -------------------------------------------------------------------- Total consolidated depreciation and amortization expense $1,121,025 $806,146 $607,281 ==================================================================== Segment Profit (Loss) Network marketing $1,634,492 $5,045,857 $5,116,625 Manufacturing and packaging (1,897,913) (616,995) (16,140) -------------------------------------------------------------------- Total segment profit (loss) (263,421) 4,428,862 5,100,485 Reconciling items: Corporate expenses (1,471,371) (1,555,690) (1,589,374) Nonoperating-net 149,866 134,249 113,145 Interest expense (585,255) (509,492) (210,268) -------------------------------------------------------------------- Total consolidated income (loss) before income taxes $(2,170,181) $2,497,929 $3,413,988 ====================================================================
F-25 Reliv' International, Inc. and Subsidiaries Notes to Consolidated Financial Statements 19. Segment Information (continued)
1999 1998 1997 -------------------------------------------------------------------- Segment assets Network marketing $13,973,132 $13,271,828 $12,740,414 Manufacturing and packaging 5,266,986 4,164,340 803,108 -------------------------------------------------------------------- Total segment assets 19,240,118 17,436,168 13,543,522 Reconciling items: Corporate assets 1,531,700 2,816,804 2,426,426 -------------------------------------------------------------------- Total consolidated assets $20,771,818 $20,252,972 $15,969,948 ==================================================================== Capital expenditures Network marketing $ 339,594 $ 433,128 $5,012,770 Manufacturing and packaging 742,152 1,323,314 41,956 -------------------------------------------------------------------- Total capital expenditures $1,081,746 $1,756,442 $5,054,726 ==================================================================== Geographic Area Data 1999 1998 1997 -------------------------------------------------------------------- Net sales to external customers United States $63,389,722 $47,356,172 $41,718,773 Australia 2,128,156 2,307,044 2,560,714 New Zealand 416,178 589,752 888,710 Canada 992,509 1,213,609 1,338,425 Mexico 691,160 317,457 329,648 United Kingdom 355,801 109,477 - Colombia - - - -------------------------------------------------------------------- Total net sales to external customers $67,973,526 $51,893,511 $46,836,270 ==================================================================== Assets by area United States $17,887,685 $16,730,842 $13,202,451 Australia 1,051,248 1,878,575 1,488,667 New Zealand 643,405 646,584 534,465 Canada 439,018 677,550 467,467 Mexico 586,088 257,431 276,898 United Kingdom 93,565 61,990 - Colombia 70,809 - - -------------------------------------------------------------------- Total consolidated assets $20,771,818 $20,252,972 $15,969,948 ====================================================================
F-26 Reliv' International, Inc. and Subsidiaries Notes to Consolidated Financial Statements 19. Segment Information (continued) Major Customer Revenues from sales to one customer of the Company's manufacturing and packaging segment represented approximately $21.3 million and $5.4 million of consolidated net sales for 1999 and 1998, respectively. 20. Quarterly Financial Data (Unaudited)
First Second Third Fourth -------------------------------------------------------------------------------- (In thousands, except per share amounts) 1999 Net sales $ 17,695 $ 18,962 $ 16,967 $ 14,350 Cost of products sold $ 8,075 $ 10,913 $ 8,982 $ 6,587 Net income (loss) $ 67 $ (367) $ (350) $ (750) Earnings (loss)per share: Basic $ .01 $ (.04) $ (.04) $ (.08) Diluted $ .01 $ (.04) $ (.04) $ (.08) 1998 Net sales $ 12,277 $ 11,995 $ 12,579 $ 15,043 Cost of products sold $ 2,254 $ 2,169 $ 3,728 $ 6,135 Net income $ 633 $ 513 $ 73 $ 338 Earnings per share: Basic $ .07 $ .05 $ .01 $ .03 Diluted $ .07 $ .05 $ .01 $ .03
F-27 Reliv' International, Inc. and Subsidiaries Schedule II - Valuation and Qualifying Accounts For the years ended December 31, 1999, 1998 and 1997
Column A Column B Column C Column D Column E Column F - ---------------------------------------------------------------------------------------------------------- Additions ------------------------- Balance at Charged to Charged to Balance at beginning costs and other Deductions end Classification of year expenses accounts describe of year - ---------------------------------------------------------------------------------------------------------- Year ended December 31, 1999 - ---------------------------- Deducted from asset accounts: Allowance for doubtful accounts $ 5,000 $ 423,000 $ -- $ 7,000(1) $ 430,000 Reserve for obsolete inventory 176,000 151,000 -- 113,000(2) 236,000 Supporting liability accounts Reserve for refunds 50,000 285,000 -- 285,000(3) 50,000 --------------------------------------------------------------------- Year ended December 31, 1998 - ---------------------------- Deducted from asset accounts: Allowance for doubtful accounts $ 7,600 $ 9,887 $ -- $ 12,487(1) $ 5,000 Reserve for obsolete inventory 109,000 180,000 -- 113,000(2) 176,000 Supporting liability accounts Reserve for refunds 50,000 377,000 -- 377,000(3) 50,000 --------------------------------------------------------------------- Year ended December 31, 1997 - ---------------------------- Deducted from asset accounts: Allowance for doubtful accounts $ 13,000 $ -- $ -- $ 5,400(1) $ 7,600 Reserve for obsolete inventory 125,000 -- -- 16,000(2) 109,000 Supporting liability accounts Reserve for refunds 78,800 186,000 -- 214,800(3) 50,000 ------------------------------------------------------------------------- (1) Uncollectable accounts written off, net of recoveries. (2) Disposal of obsolete inventory. (3) Amounts refunded, net of salable amounts returned.
F-28 EX-23 2 CONSENT OF INDEPENDENT AUDITORS Exhibit 23 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statements (Form S-8, No. 33-81025) pertaining to the Reliv' International, Inc. 1995 Stock Option Plan, (Form S-8, No. 333-67639) pertaining to the Reliv' International, Inc. 1998 Distributor Stock Purchase Plan, (Form S-8, No. 333-67921) pertaining to the Reliv' International, Inc. 401(k) Plan, of our report dated March 7, 2000, except for Note 6, as to which the date is March 20, 2000 with respect to the consolidated financial statements and financial statement schedule of Reliv' International, Inc. included in the Annual Report (Form 10-K) for the year ended December 31, 1999. /s/ Ernst & Young LLP St. Louis, Missouri March 27, 2000 EX-27 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE BALANCE SHEET AS OF DECEMBER 31, 1999 AND THE STATEMENT OF OPERATIONS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000768710 RELIV' INTERNATIONAL, INC. 12-mos DEC-31-1999 JAN-01-1999 DEC-31-1999 1,531,700 0 1,224,037 430,000 4,705,462 8,496,597 15,362,583 4,560,338 20,771,818 8,306,965 4,990,639 0 0 9,082,382 (2,263,664) 20,771,818 67,973,526 67,973,526 34,557,290 34,557,290 35,001,162 0 585,255 (2,170,181) (770,000) (1,400,181) 0 0 0 (1,400,181) (.15) (.15)
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