-----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, Oq+iWQCH3gSlrP9Z6fFvRL2H5kaE67sBsNBq+Zz75/fJDPhArzMw7+7UipeS/zLJ kA7jYKYty+ZlUlrSwoA27g== 0001169232-04-005461.txt : 20041104 0001169232-04-005461.hdr.sgml : 20041104 20041104100929 ACCESSION NUMBER: 0001169232-04-005461 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041103 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041104 DATE AS OF CHANGE: 20041104 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19932 FILM NUMBER: 041118223 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 8-K 1 d61101_8-k.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2004 RELIV INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 1-11768 37-1172197 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 136 Chesterfield Industrial Boulevard, Chesterfield, MO 63005 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (636) 537-9715 N/A (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item No. 2.02 - Results of Operations and Financial Condition On November 3, 2004, Reliv' International, Inc. issued a press release reporting earnings and other financial results for its third quarter ended September 30, 2004. A copy of the Press Release is attached as Exhibit 99. Item No. 9.01 - Exhibit (c) The following exhibit is attached hereto: Exhibit No. Exhibit ----------- ------- 99 Press Release dated November 3, 2004 captioned: "Reliv International Posts 23 Percent Increase in Net Sales, Paced By Growth in the U.S. Market During 3Q 2004" 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Reliv International, Inc. (Registrant) Date: November 3, 2004 By: /s/ Stephen M. Merrick --------------------------------- Stephen M. Merrick, Senior Vice President 3 EX-99 2 d61101_ex99.txt PRESS RELEASE EXHIBIT 99 NEWS RELEASE FOR FURTHER INFORMATION, CONTACT: David G. Kreher Fred A. Nielson Al Palombo Chief Financial Officer Investor Relations Cameron Associates (636) 537-9715 (636) 733-1314 212-554-5488 Reliv International Posts 23 Percent Increase in Net Sales, Paced By Growth in the U.S. Market During 3Q 2004 FOR IMMEDIATE RELEASE CHESTERFIELD, MO, November 3, 2004 -- Reliv International, Inc. (Nasdaq/NM - RELV), an international manufacturer and network marketer of nutritional supplements and other food technology products, today announced its results of operations for the three months ending September 30, 2004 and for the first nine months of the year. The company posted a 23 percent increase in worldwide net sales during the third quarter of 2004, totaling $24.17 million - compared to sales of $19.61 million in 3Q 2003. Net income available to common shareholders advanced 6 percent to $1.26 million, or $0.08 per share basic ($0.07 per share diluted) in the third quarter, up from $1.19 million, or $0.08 per share basic ($0.07 per share diluted) in 3Q 2003. Third quarter earnings were impacted by certain one-time costs associated with the adoption of the documentation and testing of internal controls requirements of the Sarbanes-Oxley Act. This provision in the Sarbanes-Oxley Act ("Act") was intended to be a key initiative to provide shareholders and the investing public greater confidence in the accuracy and quality of the financial information provided by companies. Although it has placed an enormous burden on small cap companies, such as Reliv, the company supports the principles behind the Act. However, the cost associated in meeting the Act's requirements have been substantial. During the third quarter of 2004, the company spent an additional $630,000 on accounting and related fees than it did in the prior year quarter. Most of those additional expenses related to the work performed on the internal control documentation and testing as required under the Act. Through nine months of 2004, the company has spent an additional $930,000 on accounting and related fees than it did during the same period in 2003. Many of these expenses will be one-time costs, as part of the first year start up and documentation. For the first nine months of 2004, Reliv produced a 28 percent increase in net sales, to $71.54 million, compared to $56.05 million during the first nine months of 2003. Net income available to common shareholders grew to $4.09 million - or $0.26 per share basic ($0.24 per share diluted). This represents a 33 percent increase over the earnings generated during the first nine months of 2003. Strong sales growth in the United States, the company's largest geographic market, set the pace for Reliv's results in 3Q 2004. Net sales in the U.S. increased 23 percent in 3Q 2004 compared to the same period last year. Year-to-date net sales have grown 29 percent in the U.S. versus 2003. Reliv also reported a 27 percent increase in net sales from its international markets during the third quarter, led by solid growth in Malaysia, Singapore, Canada, Australia and New Zealand. -- MORE -- 4 Reliv International, Inc. ADD ONE Robert L. Montgomery, President and Chief Executive Officer of Reliv, said, "Despite a challenging economy, our sales growth in key markets continues to be quite vigorous. In fact, we have produced sales growth of at least 20 percent in the United States for ten quarters in a row now. Importantly, these results are being generated without major product introductions or new lines of business. We've shown that we can grow at a very attractive rate, simply by focusing on the fundamentals of our business." According to Mr. Montgomery, Reliv's International Conference in August attracted about 6,000 independent Reliv distributors from around the world - making it the largest such event in the company's history. Reliv's distributor development activities also continue to fare well in 2004, Mr. Montgomery said, with total Master Affiliates up 31 percent worldwide on September 30, 2004, compared to the number who had earned that designation through the first nine months of 2003. The company also announced a new clinical trial program that will submit several of its core products, as well as new products now in development, to independent laboratory testing. A principal goal of this program is to establish clinical evidence of the safety and efficacy of Reliv's products, according to Dr. Carl W. Hastings, Reliv Vice President and Chief Food Scientist. Reliv International, Inc., based in suburban St. Louis, manufactures and distributes several lines of food products, including nutritional and fiber supplements, diet management products, functional foods, sports drink mixes and a line of premium skin care products. Its proprietary product lines include an extensive line of soy-based products. Reliv International's common stock trades on The Nasdaq Stock Market(R) under the symbol RELV. The Company will host a conference call to discuss the third quarter and first nine months earnings with institutional investors at 1:00 p.m. Eastern Standard Time on November 3, 2004. The dial-in number for institutional investors is 800-399-3409, conference code 1770063. A replay of this call will be available for 72 hours by telephone from 3:00 p.m. Eastern by calling 800-642-1687 and using conference code 1770063. A live webcast of this call will be available through the Investor Relations section of the Company's Web site, http://www.reliv.com/us/investor. An online archive of the broadcast will be available on the Company's Web site in the Investor Relations section twenty-four hours after the call concludes. Please access the web site at least 15 minutes before the scheduled conference call to register. NOTE: Any statement released by Reliv International, Inc. that is forward looking is made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Editors and investors are cautioned that forward-looking statements involve risk and uncertainties that may affect the Company's business prospect and performance. This includes economic, competitive, governmental, technological and other factors described in the Company's filings with the SEC on forms 10-K and 10-Q. -- FINANCIAL HIGHLIGHTS FOLLOW - 5 Reliv International, Inc. and Subsidiaries ADD TWO Consolidated Balance Sheets
September 30 December 31 2004 2003 ------------------------------- (Unaudited) Assets Current Assets: Cash and cash equivalents $ 9,143,714 $ 7,902,508 Accounts and notes receivable, less allowances of $7,600 in 2004 and $8,600 in 2003 711,707 751,887 Accounts due from employees and distributors 106,706 72,846 Inventories 6,166,423 4,670,319 Other current assets 1,807,476 1,024,103 ------------------------------- Total current assets 17,936,026 14,421,663 Other assets 1,117,747 793,091 Accounts due from employees and distributors 185,294 52,291 Net property, plant and equipment 10,075,958 9,413,871 ------------------------------- Total Assets $ 29,315,025 $ 24,680,916 =============================== Liabilities and Stockholders' Equity Total current liabilities 9,055,983 7,165,368 Long-term debt, less current maturities 3,439,111 3,700,138 Deferred income taxes 77,000 77,000 Other non-current liabilities 901,198 666,032 Stockholders' equity 15,841,733 13,072,378 ------------------------------- Total Liabilities and Stockholders' Equity $ 29,315,025 $ 24,680,916 ===============================
Consolidated Statements of Operations
Three months ended September 30 Nine months ended September 30 2004 2003 2004 2003 ------------------------------- -------------------------------- (Unaudited) (Unaudited) (Unaudited) (Unaudited) Sales at Retail $ 34,654,446 $ 27,160,056 $ 102,794,387 $ 79,424,022 Less Distributor allowances on product purchases 10,482,388 7,546,330 31,253,292 23,372,199 ------------------------------- -------------------------------- Net Sales 24,172,058 19,613,726 71,541,095 56,051,823 Costs and expenses: Cost of products sold 4,139,646 3,300,127 11,994,551 9,616,540 Distributor royalties and commissions 9,534,381 7,599,097 28,417,457 21,768,802 Selling, general and administrative 8,433,789 6,675,449 24,269,000 19,368,226 ------------------------------- -------------------------------- Total Costs and Expenses 22,107,816 17,574,673 64,681,008 50,753,568 ------------------------------- -------------------------------- Income from operations 2,064,242 2,039,053 6,860,087 5,298,255 Other income (expense): Interest income 28,849 22,753 77,202 62,657 Interest expense (65,621) (50,422) (177,523) (188,430) Other income\expense 43,662 16,269 65,880 77,773 ------------------------------- -------------------------------- Income before income taxes 2,071,132 2,027,653 6,825,646 5,250,255 Provision for income taxes 807,000 815,000 2,719,000 2,129,000 ------------------------------- -------------------------------- Net Income 1,264,132 1,212,653 4,106,646 3,121,255 Preferred dividends accrued and paid -- 19,516 12,292 42,016 ------------------------------- -------------------------------- Net income available to common shareholders $ 1,264,132 $ 1,193,137 $ 4,094,354 $ 3,079,239 =============================== ================================ Earnings per common share - Basic $ 0.08 $ 0.08 $ 0.26 $ 0.21 =============================== ================================ Weighted average shares 15,864,000 14,956,000 15,473,000 14,954,000 =============================== ================================ Earnings per common share - Diluted $ 0.07 $ 0.07 $ 0.24 $ 0.18 =============================== ================================ Weighted average shares 16,974,000 17,120,000 17,069,000 16,956,000 =============================== ================================
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