relv20180630

10-Q 1 relv20180630_10q.htm FORM 10-Q relv20180630_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________

FORM 10-Q

(Mark One)

☒

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

For the quarterly period ended June 30, 2018

☐

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

For the transition period from _________to_________

Commission File Number

000-19932

RELIV’ INTERNATIONAL, INC.

(Exact name of Registrant as specified in its charter)

Delaware		371172197
(State or other jurisdiction of		(I.R.S. Employer Identification Number)
incorporation or organization)

136 Chesterfield Industrial Boulevard		63005
Chesterfield, Missouri		(Zip Code)
(Address of principal executive offices)

(636) 537-9715

(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ (Do not check if a smaller reporting company)

Smaller reporting company ☑ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

The number of shares outstanding of the Registrant’s common stock as of August 6, 2018 was 1,845,160 (excluding treasury shares).

INDEX


Part I – Financial Information

Item No. 1	Financial Statements (Unaudited)	1
Item No. 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item No. 4	Controls and Procedures	20

Part II – Other Information

Item No. 6	Exhibits	20

PART I -- FINANCIAL INFORMATION

Item No. 1 - Financial Statements

Reliv International, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

	June 30		December 31
	2018		2017
	(unaudited)
Assets

Current assets:
Cash and cash equivalents	$	2,764,088	$	3,272,788
Accounts receivable, less allowances of $25,000 in 2018 and $26,300 in 2017		213,975		29,760
Accounts and note due from employees and distributors		136,142		138,497
Inventories
Finished goods		2,155,494		2,762,249
Raw materials		1,825,096		1,653,466
Sales aids and promotional materials		124,611		139,770
Total inventories		4,105,201		4,555,485

Refundable income taxes		22,936		26,552
Cash surrender value of life insurance		3,067,360		-
Prepaid expenses and other current assets		638,815		372,602
Total current assets		10,948,517		8,395,684

Other assets		338,139		337,190
Cash surrender value of life insurance		-		3,086,522
Note receivable due from distributor		1,344,513		1,405,113
Intangible assets, net		2,061,256		2,174,248

Property, plant and equipment:
Land and land improvements		905,190		905,190
Building		9,951,041		9,950,190
Machinery & equipment		4,789,933		4,755,727
Office equipment		1,154,955		1,183,115
Computer equipment & software		2,268,208		2,261,038
		19,069,327		19,055,260
Less: Accumulated depreciation		13,627,981		13,378,021
Net property, plant and equipment		5,441,346		5,677,239

Total assets	$	20,133,771	$	21,075,996

See notes to financial statements.

Reliv International, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

	June 30			December 31
	2018			2017
	(unaudited)
Liabilities and stockholders' equity

Current liabilities:
Accounts payable and accrued expenses:
Trade accounts payable and other accrued expenses	$	2,304,912		$	1,667,495
Distributors' commissions payable		1,035,685			1,115,649
Sales taxes payable		135,618			154,958
Deferred revenue		356,028			-
Payroll and payroll taxes payable		239,386			261,916
Total accounts payable and accrued expenses		4,071,629			3,200,018

Income taxes payable		5,065			12,616
Revolving line of credit		500,000			500,000
Current portion of long-term debt		2,355,861			2,545,421
Total current liabilities		6,932,555			6,258,055

Noncurrent liabilities:
Other noncurrent liabilities		458,750			453,354
Total noncurrent liabilities		458,750			453,354

Stockholders' equity:
Preferred stock, par value $.001 per share; 500,000 shares authorized; -0- shares issued and outstanding in 2018 and 2017		-			-
Common stock, par value $.001 per share; 5,000,000 authorized; 2,110,013 shares issued and 1,845,160 shares outstanding as of 6/30/2018; 2,110,013 shares issued and 1,845,160 shares outstanding as of 12/31/2017		2,110			2,110
Additional paid-in capital		30,613,989			30,598,920
Accumulated deficit		(11,624,056	)		(10,040,229	)
Accumulated other comprehensive loss:
Foreign currency translation adjustment		(911,017	)		(857,654	)
Treasury stock		(5,338,560	)		(5,338,560	)

Total stockholders' equity		12,742,466			14,364,587

Total liabilities and stockholders' equity	$	20,133,771		$	21,075,996

See notes to financial statements.

Reliv International, Inc. and Subsidiaries

Condensed Consolidated Statements of Net Income (Loss) and Comprehensive Income (Loss)

(unaudited)	Three months ended June 30						Six months ended June 30
	2018			2017			2018			2017



Product sales	$	7,920,596		$	9,258,809		$	17,311,977		$	21,093,925
Handling & freight income		539,145			747,819			1,151,003			1,690,485

Net sales		8,459,741			10,006,628			18,462,980			22,784,410

Costs and expenses:
Cost of products sold		2,356,274			2,328,452			4,706,016			5,163,977
Distributor royalties and commissions		2,827,357			3,554,773			6,219,102			8,053,326
Selling, general and administrative		4,215,641			4,631,860			8,701,536			9,558,139

Total costs and expenses		9,399,272			10,515,085			19,626,654			22,775,442

Income (loss) from operations		(939,531	)		(508,457	)		(1,163,674	)		8,968

Other income (expense):
Interest income		23,547			25,827			47,499			51,353
Interest expense		(45,222	)		(27,448	)		(76,787	)		(52,289	)
Other income		6,252			12,413			16,703			45,096

Income (loss) before income taxes		(954,954	)		(497,665	)		(1,176,259	)		53,128
Provision for income taxes		23,000			22,000			40,000			49,000

Net income (loss)	$	(977,954	)	$	(519,665	)	$	(1,216,259	)	$	4,128

Other comprehensive income (loss):
Foreign currency translation adjustment		(78,591	)		65,162			(53,363	)		90,634

Comprehensive income (loss)	$	(1,056,545	)	$	(454,503	)	$	(1,269,622	)	$	94,762


Earnings (loss) per common share - Basic	$	(0.53	)	$	(0.28	)	$	(0.66	)	$	0.00
Weighted average shares		1,845,000			1,845,000			1,845,000			1,845,000

Earnings (loss) per common share - Diluted	$	(0.53	)	$	(0.28	)	$	(0.66	)	$	0.00
Weighted average shares		1,845,000			1,845,000			1,845,000			1,846,000

See notes to financial statements.

Reliv International, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(unaudited)

	Six months ended June 30
	2018			2017

Operating activities:
Net income (loss)	$	(1,216,259	)	$	4,128
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		403,430			435,261
Stock-based compensation		15,069			16,888
Non-cash life insurance policy reduction / (accretion)		19,162			(60,270	)
(Gain) loss on sale of property, plant and equipment		(2,838	)		(11,361	)
Deferred income taxes		-			10,000
Foreign currency transaction (gain) loss		(194	)		(35,184	)
(Increase) decrease in accounts receivable and accounts due from employees and distributors		(180,145	)		40,767
(Increase) decrease in inventories		415,760			112,036
(Increase) decrease in refundable income taxes		3,616			68,516
(Increase) decrease in prepaid expenses and other current assets		(274,252	)		(342,897	)
(Increase) decrease in other assets		(948	)		(24,907	)
Increase (decrease) in income taxes payable		(6,930	)		-
Increase (decrease) in accounts payable & accrued expenses and other noncurrent liabilities		568,291			126,216

Net cash provided by (used in) operating activities		(256,238	)		339,193

Investing activities:
Purchase of property, plant and equipment		(56,968	)		(403,910	)
Proceeds from the sale of property, plant and equipment		3,888			11,900
Payments received on distributor note receivable		57,079			53,763

Net cash provided by (used in) investing activities		3,999			(338,247	)

Financing activities:
Principal payments on long-term borrowings		(189,560	)		(228,336	)

Net cash used in financing activities		(189,560	)		(228,336	)

Effect of exchange rate changes on cash and cash equivalents		(66,901	)		69,501

Increase (decrease) in cash and cash equivalents		(508,700	)		(157,889	)

Cash and cash equivalents at beginning of period		3,272,788			3,606,817

Cash and cash equivalents at end of period	$	2,764,088		$	3,448,928


See notes to financial statements.

Reliv’ International, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

June 30, 2018

1. Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements and notes thereto have been prepared in accordance with the instructions to Form 10-Q and reflect all adjustments (which primarily include normal recurring accruals) which management believes are necessary to present fairly the financial position, results of operations and cash flows. These statements, however, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States. Interim results may not necessarily be indicative of results that may be expected for any other interim period or for the year as a whole. These financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in the annual report on Form 10-K for the year ended December 31, 2017, filed March 29, 2018 with the Securities and Exchange Commission.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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.

New Accounting Pronouncements – Not Yet Adopted

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updated (“ASU”) No. 2016-2, Leases (Topic 842) which supersedes the existing lease guidance. This update requires lessees to recognize a lease liability and a lease asset for all leases, including operating leases, with a lease term greater than twelve months on its balance sheet. The update also expands the required quantitative and qualitative disclosures surrounding leases. This update is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years, with earlier application permitted. The Company expects the adoption of this standard to result in the recognition of right-of-use assets and lease liabilities not currently recorded in the Company’s consolidated financial statements. The Company is evaluating its transition method and other effects that the new standard will have on its consolidated financial statements and related disclosures.

Reliv’ International, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

1. Accounting Policies (continued)

New Accounting Pronouncements – Adopted January 1, 2018

On January 1, 2018, the Company adopted ASU No. 2014-09, Revenue from Contracts with Customers (including amendments), and applied the new revenue standard to all contracts using the modified retrospective method. Under this method, prior quarters are not restated. Upon adoption, the Company recognized the cumulative effect of applying the new revenue standard as a reduction of $367,568 (with zero net tax effect) to the opening retained earnings (accumulated deficit) balance.

In accordance with the new revenue standard requirements, the disclosure of the impact of adoption to the Company’s financial position and results from operations are as follows:

	Balance at			Adjustments			Balance at
	December 31			Due to			January 1
	2017			ASU 2014-09			2018
Liabilities and stockholders' equity
Accumulated deficit	$	(10,040,229	)	$	(367,568	)	$	(10,407,797	)
Deferred revenue		-			367,568			367,568

		Three Months Ended June 30, 2018
				Without			Effect of
				Adoption of			Change
	As Reported			ASU 2014-09			Higher/(Lower)
Operating results
Net sales	$	8,459,741		$	8,460,954		$	(1,213	)
Net income (loss)		(977,954	)		(976,741	)		(1,213	)

		Six Months Ended June 30, 2018
				Without			Effect of
				Adoption of			Change
	As Reported			ASU 2014-09			Higher/(Lower)
Operating results
Net sales	$	18,462,980		$	18,452,001		$	10,979
Net income (loss)		(1,216,259	)		(1,227,238	)		10,979

The new revenue standard defines a five step process to recognize revenues. Under this new standard, the Company determined that the timeframe for recognizing the revenue performance obligation for membership-fee type revenue would be lengthened to more closely correlate with the distributor and customer membership terms of generally twelve months. Based upon all contracts still in existence as of December 31, 2017, the adoption of the new revenue standard resulted in the recognition of a deferred revenue liability balance of $367,568.

Reliv’ International, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

1. Accounting Policies (continued)

New Accounting Pronouncements – Adopted January 1, 2018 (continued)

Prior to adoption of the new revenue standard, the Company’s primary source of revenue has been from the sale of nutritional products to the Company’s independent distributors whereby revenue is recognized when product is shipped and risk of loss has passed to the customer; and the Company’s nutritional product revenue recognition policy does not change under the new revenue standard.

The Company does not anticipate that the adoption of the new standard will be material to net sales and net income on an ongoing basis.

Description of Products and Services by Region and Category

The Company operates in one reportable segment, a network marketing segment consisting of six operating units that sell nutritional and dietary products to a sales force of independent distributors that sell the products directly to customers. These operating units are based on geographic regions, as follows:

	Three months ended June 30				Six months ended June 30
	2018		2017		2018		2017
Net sales to external customers
United States	$	6,336,387	$	7,449,858	$	14,006,448	$	17,708,797
Australia/New Zealand		177,536		227,032		409,464		486,458
Canada		161,557		217,085		403,677		481,388
Mexico		112,411		89,221		219,782		246,538
Europe ⁽¹⁾		1,030,546		1,307,383		2,195,430		2,508,158
Asia ⁽²⁾		641,304		716,049		1,228,179		1,353,071
Total net sales	$	8,459,741	$	10,006,628	$	18,462,980	$	22,784,410

(1)	Europe consists of United Kingdom, Ireland, France, Germany, Austria, and the Netherlands.
(2)	Asia consists of Philippines, Malaysia, Singapore, and Indonesia.

The Company classifies its sales into two categories of sales products plus handling & freight income. Net sales by product category, as follows:

	Three months ended June 30				Six months ended June 30
	2018		2017		2018		2017
Net sales by product category
Nutritional and dietary supplements	$	7,606,674	$	8,917,319	$	16,676,031	$	20,336,938
Sales aids and other		313,922		341,490		635,946		756,987
Handling & freight income		539,145		747,819		1,151,003		1,690,485
Total net sales	$	8,459,741	$	10,006,628	$	18,462,980	$	22,784,410

Reliv’ International, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

2. Basic and Diluted Earnings (Loss) per Share

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

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

	Three months ended June 30						Six months ended June 30
	2018			2017			2018			2017
Numerator:
Net income (loss)	$	(977,954	)	$	(519,665	)	$	(1,216,259	)	$	4,128
Denominator:
Denominator for basic earnings (loss) per share – weighted average shares		1,845,000			1,845,000			1,845,000			1,845,000

Dilutive effect of employee stock options and other warrants		-			-			-			1,000

Denominator for diluted earnings (loss) per share – adjusted weighted average shares		1,845,000			1,845,000			1,845,000			1,846,000

Basic earnings (loss) per share	$	(0.53	)	$	(0.28	)	$	(0.66	)	$	0.00
Diluted earnings (loss) per share	$	(0.53	)	$	(0.28	)	$	(0.66	)	$	0.00

Options and warrants to purchase 120,242 shares of common stock for the three months and six months ended June 30, 2018, respectively, were not included in the denominator for diluted earnings (loss) per share because their effect would be antidilutive or because the shares were deemed contingently issuable. Options and warrants to purchase 146,715 shares of common stock and 142,013 shares of common stock for the three months and six months ended June 30, 2017, respectively, were not included in the denominator for diluted earnings (loss) per share because their effect would be antidilutive or because the shares were deemed contingently issuable.

3. Fair Value of Financial Instruments

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

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Reliv’ International, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

3. Fair Value of Financial Instruments (continued)

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.

The carrying amount and fair value of financial instruments were approximately as follows:

	Carrying		Fair
Description	Amount		Value		Level 1		Level 2		Level 3

June 30, 2018
Long-term debt	$	2,855,861	$	2,855,861		-	$	2,855,861		-
Note receivable		1,463,926		1,579,000		-		1,579,000		-
Marketable securities		331,000		331,000	$	331,000		-		-

December 31, 2017
Long-term debt	$	3,045,421	$	3,045,421		-	$	3,045,421		-
Note receivable		1,521,005		1,684,000		-		1,684,000		-
Marketable securities		330,000		330,000	$	330,000		-		-

Long-term debt: The fair value of the Company’s term and revolver loans approximate carrying value as these loans were incurred within the past year and have variable market-based interest rates that reset every thirty days.

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

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

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

Reliv’ International, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

4. Debt – Subsequent Events

	June 30		December 31
	2018		2017

Term loan	$	2,355,861	$	2,545,421
Revolving line of credit		500,000		500,000
		2,855,861		3,045,421
Less current portion		2,855,861		3,045,421
Total long-term debt	$	-	$	-

The original September 30, 2015 $3.25 million term loan requires monthly term loan payments, under a ten-year amortization, consisting of principal of $27,080 plus interest with a balloon payment for the outstanding balance due and payable on September 30, 2018. Effective with an April 11, 2018 loan agreement amendment, under similar monthly payment and interest rate terms, the term loan’s balloon payment due date has been extended from September 30, 2018 to April 29, 2019. The term loan's interest rate is based on the 30-day LIBOR plus 2.25% and was 4.26% at June 30, 2018.

Effective with an April 11, 2018 loan amendment, the revolving line of credit’s term has been extended from April 30, 2018 to April 29, 2019 and the revolver’s maximum borrowing amount has been reduced from $3.5 million to $2.0 million. At June 30, 2018, outstanding borrowings under the revolving line of credit were $500,000. The interest rate on revolver borrowings is identical to the term loan.

Borrowings under the lending agreements continued to be secured by all tangible and intangible assets of the Company, a whole life insurance policy on the life of the Company's Chief Executive Officer, which was assigned to the lender, and by a mortgage on the real estate of the Company's headquarters.

The loan agreements, including the April 2018 loan amendment, include quarterly financial covenants requiring the Company to maintain net tangible worth of not less than $9.5 million, and i) a cumulative minimum EBITDA requirement of $400,000; $600,000; and $800,000 for the fiscal periods ending June 30, 2018; September 30, 2018; and December 31, 2018; respectively; and ii) a minimum EBITDA of $200,000 for the quarter ended March 31, 2019.

As defined, EBITDA equals the Company's consolidated net income for such period, before interest expense, income tax expense, depreciation and amortization, and management fees, and further adjusted to exclude any gain or loss on the sale of assets, other extraordinary gains or losses, and any one-time adjustment approved by the lender.

At June 30, 2018, the Company was current on all principal and interest payments due to its lender. In July 2018, management voluntarily elected to redeem the cash surrender value (CSV) of the Company’s whole life insurance policy maintained on the life of the Company’s Board of Directors’ Chairman and former Chief Executive Officer. Upon redemption and related receipt of the $3.07 million CSV proceeds, the Company simultaneously remitted to its lender $2.86 million of the CSV proceeds to be applied towards the full reduction of its outstanding term loan and revolver loan balances. Following this series of July 2018 transactions, the balances of the Company’s term loan, revolver loan, and life insurance policy balances were zero. Based upon the aforementioned July 2018 activity, the Company has presented the June 30, 2018 balances of the life insurance policy, term loan, and revolver loan as current assets and current liabilities, respectively, in the June 30, 2018 condensed consolidated balance sheets.

Reliv’ International, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

5. Income Taxes

During 2016 and 2017, the Company determined that it was more likely than not that U.S. federal and various state net operating losses primarily generated in 2016 and 2017 will not be realized based on projections of future U.S. taxable income, estimated reversals of existing taxable timing differences, and other considerations.

In prior years, the Company recorded a valuation allowance on all of its domestic and foreign deferred tax assets. The effective income tax rate was (3.4)% and 92.2% for the six months ended June 30, 2018 and 2017, respectively. The income tax provision amounts for the six months ended June 30, 2018 and 2017, respectively, primarily represent estimated income taxes in certain U.S. states and one of the Company’s foreign subsidiaries.

The United States Tax Cuts and Jobs Act (TCJA) was enacted in December 2017, which significantly changed U.S. tax law, principally by permanently reducing the U.S. federal statutory rate to 21% effective January 1, 2018, implementing a territorial tax system, and imposing a repatriation tax on deemed repatriated earnings of foreign subsidiaries. Under the TJCA’s repatriation tax, the Company estimates its cumulative amount of unremitted foreign earnings and related tax is immaterial. The effect of the federal tax rate reduction to 21% is reflected as a reduction in the U.S. deferred tax assets with a corresponding reduction in the valuation allowance.

Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin (“SAB”) 118 to provide guidance to companies on the reporting of the impacts of TCJA in their financial statements. Under SAB 118, the Company is recording affected items as provisional to allow additional time for clarifying technical guidance from Treasury and analysis of the effect to the Company’s current tax positions.

One of the Company’s foreign subsidiaries is presently under local country audit for alleged deficiencies (totaling approximately $800,000 plus interest at 20% per annum) in value-added tax (VAT) and withholding tax for the years 2004 through 2006. The Company, in consultation with its legal counsel, believes that there are strong legal grounds that it should not be liable to pay the majority of the alleged tax deficiencies. In 2011, the Company made good faith deposits of approximately $173,000 to the local tax authority under the tax agency’s administrative judicial resolution process.

As of December 31, 2017, management’s estimated reserve (net of deposits) for this matter was approximately $181,000 and remains unchanged in the first half of 2018. In May 2018, the Company received a formal notice of denial of one of its appeals under the tax agency’s administrative judicial resolution process; however, management continues to pursue other available legal processes as the Company maintains its position that it is not liable for the majority of the alleged tax deficiencies.

6. Restructuring Activities

In April 2018, the Company announced the June 30, 2018 closing of the operations of its Reliv Indonesia subsidiary. The total cost of this program, primarily representing employee severance costs, facility exit costs, and a write-down of inventory to its net realizable value, is approximately $77,000, and is included in the company’s operating results for the quarter ended June 30, 2018.

At June 30, 2018, the remaining reserve for Indonesia closing activities is approximately $14,000. Management estimates that the Indonesia closing reserve will be paid out by the completion of fiscal 2018.

FORWARD-LOOKING STATEMENTS

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

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

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

Overview

We are a developer, manufacturer and marketer of a proprietary line of nutritional supplements addressing basic nutrition, specific wellness needs, weight management and sports nutrition. We sell our products through an international network marketing system utilizing independent distributors. Sales in the United States represented approximately 75.9% of worldwide net sales for the six months ended June 30, 2018 and 77.7% of worldwide net sales for the six months ended June 30, 2017. Our international operations currently generate sales through distributor networks with facilities in Australia, Canada, Malaysia, Mexico, the Philippines, and the United Kingdom. We also operate in Ireland, France, Germany, Austria and the Netherlands from our United Kingdom distribution center, in New Zealand from our Australia office, and in Singapore from our Malaysia office.

We derive our revenues principally through product sales made by our global independent distributor base, which, as of June 30, 2018, consisted of approximately 31,140 distributors. Our sales can be affected by several factors, including our ability to attract new distributors and retain our existing distributor base, our ability to properly train and motivate our distributor base and our ability to develop new products and successfully maintain our current product line.

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

Components of Net Sales and Expense

Product sales represent the actual product purchase price typically paid by our distributors, after giving effect to distributor allowances, which can range from 10% to 40% of suggested retail price, depending on the rank of a particular distributor. Handling and freight income represents the amounts billed to distributors for shipping costs. We record net sales and the related commission expense when the merchandise is shipped.

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

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

Distributor royalties and commissions are monthly payments made to distributors based on products sold in their downline organization. Based on our distributor agreements, these expenses have typically approximated 23% of sales at suggested retail. Wholesale pricing discounts on distributor orders are based on the retail value of the product. Distributor royalties and commissions are paid on an amount referred to as the business value (“BV”), which typically ranges between 80% and 90% of the retail price of each product. Also, we include other sales leadership bonuses, such as Ambassador bonuses, within this caption. Overall, distributor royalties and commissions remain directly related to the level of our sales and should continue at comparable levels as a percentage of net sales going forward.

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

Results of Operations

Net Sales. Overall net sales decreased by 15.5% in the three months ended June 30, 2018 compared to the same period in 2017. During the second quarter of 2018 (“Q2 2018”), sales in the United States decreased by 15.0%, and international sales decreased by 16.9% over the prior-year period. International sales, when reported in U.S. dollars, were favorably impacted by a weaker U.S. dollar versus most of the currencies of the markets where we do business. Excluding the impact of currency exchange fluctuation, international sales decreased by 18.4%.

The following table summarizes net sales by geographic market for the three months ended June 30, 2018 and 2017.

	Three months ended June 30,
	2018					2017					Change from prior year
	Amount		% of Net Sales			Amount		% of Net Sales			Amount			%
	(dollars in thousands)
United States	$	6,336		74.9	%	$	7,450		74.4	%	$	(1,114	)		(15.0	)%
Australia/New Zealand		178		2.1			227		2.3			(49	)		(21.6	)
Canada		162		1.9			217		2.2			(55	)		(25.3	)
Mexico		112		1.3			89		0.9			23			25.8
Europe		1,031		12.2			1,308		13.1			(277	)		(21.2	)
Asia		641		7.6			716		7.1			(75	)		(10.5	)
Consolidated total	$	8,460		100.0	%	$	10,007		100.0	%	$	(1,547	)		(15.5	)%

The following table summarizes net sales by geographic market for the six months ended June 30, 2018 and 2017.

	Six months ended June 30,
	2018					2017					Change from prior year
	Amount		% of Net Sales			Amount		% of Net Sales			Amount			%
	(dollars in thousands)
United States	$	14,006		75.9	%	$	17,709		77.7	%	$	(3,703	)		(20.9	)%
Australia/New Zealand		410		2.2			486		2.1			(76	)		(15.6	)
Canada		404		2.2			481		2.1			(77	)		(16.0	)
Mexico		220		1.2			247		1.1			(27	)		(10.9	)
Europe		2,195		11.9			2,508		11.0			(313	)		(12.5	)
Asia		1,228		6.6			1,353		6.0			(125	)		(9.2	)
Consolidated total	$	18,463		100.0	%	$	22,784		100.0	%	$	(4,321	)		(19.0	)%

The following table sets forth, as of June 30, 2018 and 2017, the number of our active distributors and Master Affiliates and above. The total number of active distributors includes Master Affiliates and above. We define an active distributor as one that enrolls as a distributor or renews his or her distributorship during the prior twelve months. Master Affiliates and above are distributors that have attained the highest level of discount and are eligible for royalties generated by Master Affiliate groups in their downline organization. We include Preferred Customers as part of our Active Distributor count, and Preferred Customers represent approximately 4,760 and 4,960 of the Active Distributor count as of June 30, 2018 and 2017, respectively.

	June 30, 2018				June 30, 2017				% Change
	Active Distributors and Preferred Customers		Master Affiliates and Above		Active Distributors and Preferred Customers		Master Affiliates and Above		Active Distributors and Preferred Customers			Master Affiliates and Above

United States		21,060		2,270		24,670		2,690		(14.6	)%		(15.6	)%
Australia/New Zealand		1,030		80		1,240		110		(16.9	)		(27.3	)
Canada		580		80		740		90		(21.6	)		(11.1	)
Mexico		780		70		770		60		1.3			16.7
Europe		3,290		380		4,130		430		(20.3	)		(11.6	)
Asia		4,400		320		3,560		350		23.6			(8.6	)
Consolidated total		31,140		3,200		35,110		3,730		(11.3	)%		(14.2	)%

Use of Non-GAAP Financial Information

Net sales expressed in local currency or net sales adjusted for the impact of foreign currency fluctuation are non-GAAP financial measures. We use these measurements to assess the level of business activity in a foreign market, absent the impact of foreign currency fluctuation relative to the United States dollar, which our local management has no ability to influence. This is a meaningful measurement to management, and we believe this is a useful measurement to provide to shareholders.

The following table provides key statistics related to distributor activity by market and should be read in conjunction with the following discussion. Adjusted results should be considered only in conjunction with results reported according to accounting principles generally accepted in the United States.

Distributor Activity by Market																			International
	United States			AUS/NZ			Canada			Mexico			Europe			Asia			-- Total
Sales in USD (in 000's):
Quarter ended 6/30/2018	$	6,336		$	178		$	162		$	112		$	1,031		$	641		$	2,124
Quarter ended 6/30/2017	$	7,450		$	227		$	217		$	89		$	1,308		$	716		$	2,557

% change in sales-Q2 2018 vs. Q2 2017:
in USD		-15.0	%		-21.6	%		-25.3	%		25.8	%		-21.2	%		-10.5	%		-16.9	%
due to currency fluctuation		-			0.4	%		3.2	%		-5.2	%		4.5	%		-3.6	%		1.5	%
Sales in local currency (non-GAAP)		-15.0	%		-22.0	%		-28.5	%		31.0	%		-25.7	%		-6.9	%		-18.4	%

# of new distributors-Q2 2018 ⁽¹⁾		979			37			20			140			373			664			1,234
# of new distributors-Q2 2017 ⁽¹⁾		981			39			42			56			528			684			1,349
% change		-0.2	%		-5.1	%		-52.4	%		150.0	%		-29.4	%		-2.9	%		-8.5	%

# of new Master Affiliates-Q2 2018		84			0			3			15			31			27			76
# of new Master Affiliates-Q2 2017		139			2			2			1			39			70			114
% change		-39.6	%		-100.0	%		50.0	%		1400.0	%		-20.5	%		-61.4	%		-33.3	%

# of Product orders-Q2 2018		26,092			1,093			604			887			3,347			7,113			13,044
# of Product orders-Q2 2017		31,724			1,439			827			702			4,576			7,207			14,751
% change		-17.8	%		-24.0	%		-27.0	%		26.4	%		-26.9	%		-1.3	%		-11.6	%

																			International
	United States			AUS/NZ			Canada			Mexico			Europe			Asia			-- Total
Sales in USD (in 000's):
YTD ended 6/30/2018	$	14,006		$	410		$	404		$	220		$	2,195		$	1,228		$	4,457
YTD ended 6/30/2017	$	17,709		$	486		$	481		$	247		$	2,508		$	1,353		$	5,075

% change in sales-YTD 2018 vs. YTD 2017:
in USD		-20.9	%		-15.6	%		-16.0	%		-10.9	%		-12.5	%		-9.2	%		-12.2	%
due to currency fluctuation		-			1.9	%		3.7	%		1.4	%		7.4	%		-2.8	%		3.5	%
Sales in local currency (non-GAAP)		-20.9	%		-17.5	%		-19.7	%		-12.3	%		-19.9	%		-6.4	%		-15.7	%

# of new distributors-YTD 2018 ⁽²⁾		1,957			78			58			223			715			1,203			2,277
# of new distributors-YTD 2017 ⁽²⁾		2,594			105			86			139			994			1,387			2,711
% change		-24.6	%		-25.7	%		-32.6	%		60.4	%		-28.1	%		-13.3	%		-16.0	%

# of new Master Affiliates-YTD 2018		184			6			10			25			61			81			183
# of new Master Affiliates-YTD 2017		294			5			5			8			73			158			249
% change		-37.4	%		20.0	%		100.0	%		212.5	%		-16.4	%		-48.7	%		-26.5	%

# of Product orders-YTD 2018		52,729			2,297			1,235			1,638			6,954			13,666			25,790
# of Product orders-YTD 2017		66,732			2,891			1,641			1,795			9,280			12,882			28,489
% change		-21.0	%		-20.5	%		-24.7	%		-8.7	%		-25.1	%		6.1	%		-9.5	%

⁽¹⁾ The new distributor totals for Q2 2018 and Q2 2017 include 943 and 964, respectively, of new worldwide preferred customers.
⁽²⁾ The new distributor totals for YTD 2018 and YTD 2017 include 1,725 and 1,983, respectively, of new worldwide preferred customers.

United States

●

Net sales in the United States declined by 15.0% in Q2 2018 compared to the prior-year period as all measurements of distributor activity declined.

●

In May 2018, we launched Reliv Now^® with Whey to provide our cornerstone Now product in an alternative protein source. In Q2 2018, Now with Whey represented 2.8% of net sales in the United States.

●

Products in the LunaRich line, including Reliv Now® and LunaRich X™, continued to perform well, constituting 16.0% and 12.3% of net sales in the United States, respectively, in Q2 2018. Reliv Now and LunaRich X represented 16.8% and 13.7%, respectively, of net sales in the United States in the prior-year quarter. Sales of the Fit3 product line represented 2.9% of net sales in the U.S. in Q2 2018 compared to 4.9% of sales in the prior-year quarter.

●

Distributor enrollments and new Master Affiliate qualifications decreased by 0.2% and 39.6%, respectively, in Q2 2018 compared to the prior year quarter.

●

Distributor retention was 72.1% for the twelve month period ended June 30, 2018 compared to 71.5% for all of 2017. Distributor retention is determined by the percentage of active distributors from 2017 that renewed their distributorships in 2018.

●

Our average order size in Q2 2018 decreased by 2.0% to $317 at suggested retail value compared to the prior-year quarter. Also, the number of product orders decreased by 17.8% in Q2 2018 compared to the prior year quarter.

International Operations

●

The average foreign exchange rate for the U.S. dollar for YTD 2018 was weaker against most of the currencies in which we conduct business, except for the Philippine peso, when compared to the average foreign exchange rates for the six months ended June 30, 2017.

●

We continue to review prices and margins in all of our international markets and plan to make adjustments as needed, as we increased prices in most of our markets in 2017. We are also reviewing sales by product to phase out products with lower sales levels and gross margins as strategically appropriate.

●

Australia/New Zealand and Canadian net sales in Q2 2018 decreased by 22.0% and 28.5%, respectively, in local currency compared to the prior-year quarter as the result of decreased distributor activity in the market. We terminated our sales manager in AUS/NZ during Q2 2018.

●

Net sales in Mexico increased by 31.0% in local currency in Q2 2018 compared to the prior-year quarter. Sales in Mexico have begun to rebound as we have installed new promotions in the market and supported it with additional corporate-sponsored events.

●

Net sales in Europe decreased by 25.7% in local currency in Q2 2018 compared to the prior-year quarter. Distributor activity declined both in the form of new distributor and preferred customer enrollments and number of product orders placed in the region.

●

Sales in Asia decreased by 6.9% in local currency in Q2 2018 compared to the prior-year quarter. Local currency sales in the Philippines, our largest market in the region, declined 10.6% as sales were particularly strong in Q2 2017 in advance of a price increase that became effective on July 1, 2017.

●

We have ceased formal operations in Indonesia as of June 30, 2018, and we recognized closing costs of approximately $77,000 in Q2 2018

Costs and Expenses

The following table sets forth selected results of our operations expressed as a percentage of net sales for the three- and six-month periods ended June 30, 2018 and 2017. Our results of operations for the periods described below are not necessarily indicative of results of operations for future periods.

Income statement data

(amounts in thousands)	Three months ended
	June 30, 2018						June 30, 2017
	Amount			% of net sales			Amount			% of net sales

Net sales	$	8,460			100.0	%	$	10,007			100.0	%
Costs and expenses:
Cost of products sold		2,356			27.9			2,328			23.3
Distributor royalties and commissions		2,827			33.4			3,555			35.5
Selling, general and administrative		4,216			49.8			4,632			46.3

Loss from operations		(939	)		(11.1	)		(508	)		(5.1	)
Interest income		23			0.3			26			0.3
Interest expense		(45	)		(0.6	)		(28	)		(0.3	)
Other income		6			0.1			12			0.1

Loss before income taxes		(955	)		(11.3	)		(498	)		(5.0	)
Provision for income taxes		23			0.3			22			0.2

Net loss	$	(978	)		(11.6	)%	$	(520	)		(5.2	)%

Loss per common share-Basic and Diluted	$	(0.53	)				$	(0.28	)

	Six months ended
	June 30, 2018						June 30, 2017
	Amount			% of net sales			Amount			% of net sales

Net sales	$	18,463			100.0	%	$	22,784			100.0	%
Costs and expenses:
Cost of products sold		4,706			25.5			5,164			22.7
Distributor royalties and commissions		6,219			33.7			8,053			35.3
Selling, general and administrative		8,702			47.1			9,558			42.0

Income (loss) from operations		(1,164	)		(6.3	)		9			-
Interest income		48			0.3			51			0.2
Interest expense		(77	)		(0.5	)		(52	)		(0.2	)
Other income		17			0.1			45			0.2

Income (loss) before income taxes		(1,176	)		(6.4	)		53			0.2
Provision for income taxes		40			0.2			49			0.2

Net income (loss)	$	(1,216	)		(6.6	)%	$	4			-	%

Income (loss) per common share-
Basic and Diluted	$	(0.66	)				$	-

Cost of Products Sold:

●

The cost of products sold as a percentage of net sales in Q2 2018 and YTD 2018 increased compared to the prior-year periods. The cost of products sold as a percentage of net sales in Q2 and YTD 2018 was negatively impacted by lower plant utilization and promotions in the United States that reduced our handling and freight income.

Distributor Royalties and Commissions:

●

Distributor royalties and commissions as a percentage of net sales for Q2 2018 and YTD 2018 decreased as a percentage net sales when compared to the prior-year periods. Over the course of 2017, we increased the prices of our products in most of our markets, with prices increased in the U.S. and Canada effective November 1, 2017. As part of the price increase, we did not increase the BV of the products. The BV represents the amount per commissionable product that is paid in distributor royalties and commissions. This accounts for the slight decrease in royalties and commissions expense as a percentage of net sales.

Selling, General and Administrative Expenses:

●

Selling, general and administrative expenses declined by $416,000 in Q2 2018 and declined by $857,000 in YTD 2018 compared to the prior-year periods.

●

Salaries, other staffing expenses, benefits, and incentive compensation decreased in the aggregate by $275,000 in YTD 2018, compared to the prior-year period.

●

Sales and marketing expenses decreased by $553,000 in YTD 2018 compared to the prior-year period. Components of the decrease include:

$286,000 decrease in Star Director and other distributor bonuses, credit card fees, and other expenses related to the level of sales.

$72,000 decrease in video production and other sales development expense in YTD 2018 compared to the prior-year period. The decrease relates to Fit3 new product launch expenses incurred in Q1 2017.

$59,000 decrease in distributor conferences and meeting expenses as we are holding two smaller spring and fall conferences in 2018 versus one major conference.

$52,000 decrease in promotions expense as we have reduced such activities in 2018 relative to the level of sales.

●

Other general and administrative expenses decreased by $53,000 in YTD 2018 versus the prior-year period.

General and administrative expenses in Indonesia for YTD 2018 included $77,000 of severance and other expenses related to the closing of the office and operations in that country as of June 30, 2018.

Other Income/Expense:

●

The other income in YTD 2018 and YTD 2017 is primarily the result of foreign currency exchange gains on intercompany debt denominated in U.S. dollars in certain of our subsidiaries.

Income Taxes:

●

We reported an income tax expense of $40,000 for YTD 2018 related to income taxes on our earnings in our Philippine entity and minimum U.S. state income tax expense. No tax benefits have been recorded for the U.S. Federal or other tax jurisdictions due to our loss position and full valuation allowance.

●

See Note 5 of the Condensed Consolidated Financial Statements for additional detail regarding income taxes.

Net Income:

●

We reported a net loss of $978,000 in Q2 2018 compared to a net loss of $520,000 in the prior-year quarter and a net loss of $1.2 million in YTD 2018 compared to net income of $4,000 in YTD 2017. The losses are primarily the result of the decrease in net sales in the United States.

Liquidity and Capital Resources

During the first six months of 2018, we used $256,000 of net cash in operating activities, $4,000 was provided by investing activities, and we used $190,000 in financing activities. This compares to $339,000 of net cash provided by operating activities, $338,000 used in investing activities, and $228,000 used in financing activities in the same period of 2017. Cash and cash equivalents decreased by $509,000 to $2.76 million as of June 30, 2018 compared to December 31, 2017.

Significant changes in working capital items consisted of a decrease in inventory of $416,000, an increase in prepaid expenses/other current assets of $274,000, and an increase of $568,000 in accounts payable and accrued expenses in the first six months of 2018. The decrease in inventory is the result of a decrease in production to correspond to the level of sales, and the increase in prepaid expenses/other current assets primarily represents the annual premium payments made in the first quarter of 2018 on most of the corporate business insurance policies. The increase in accounts payable and accrued expenses is result of a financing arrangement for our annual corporate insurance policy renewals, coupled with an increase in trade payables and the annual accruals for property taxes and other expenses that cycle on a calendar year basis.

Investing activities during the first six months of 2018 consisted of a net investment of $53,000 for capital expenditures, offset by payments received on a distributor note receivable of $57,000. Financing activities during the first six months of 2018 consisted of principal payments of $190,000 on long-term borrowings.

Stockholders’ equity decreased to $12.74 million at June 30, 2018 compared to $14.36 million at December 31, 2017. The decrease is primarily due to our net loss during the first six months of 2018 of $1.2 million and a reduction of $368,000 due to the recognition of deferred revenue under ASU No. 2014-09. Our working capital balance was $4.02 million at June 30, 2018 compared to $2.14 million at December 31, 2017. The current ratio at June 30, 2018 was 1.58 compared to 1.34 at December 31, 2017.

The original September 30, 2015 $3.25 million term loan requires monthly term loan payments, under a ten-year amortization, consisting of principal of $27,080 plus interest with a balloon payment for the outstanding balance due and payable on September 30, 2018. Effective with an April 11, 2018 loan agreement amendment, under similar monthly payment and interest rate terms, the term loan’s balloon payment due date was extended from September 30, 2018 to April 29, 2019. The term loan's interest rate is based on the 30-day LIBOR plus 2.25% and was 4.26% at June 30, 2018.

Effective with an April 11, 2018 loan amendment, the revolving line of credit’s term has been extended from April 30, 2018 to April 29, 2019 and the revolver’s maximum borrowing amount was reduced from $3.5 million to $2.0 million. At June 30, 2018, outstanding borrowings under the revolving line of credit were $500,000. The interest rate on revolver borrowings is identical to the term loan.

At June 30, 2018, Borrowings under the lending agreements continued to be secured by all tangible and intangible assets of the Company, a whole life insurance policy on the life of the Company's Chief Executive Officer, which was assigned to the lender, and by a mortgage on the real estate of the Company's headquarters.

We believe that our cash on hand will be sufficient to meet our working capital requirements for the next twelve months.

Critical Accounting Policies

A summary of our critical accounting policies and estimates is presented in our 2017 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 29, 2018. Except for the required adoption of ASU No. 2014-09, our critical accounting policies remain unchanged as of June 30, 2018.

Item No. 4 - Controls and Procedures

Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, has reviewed and evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2018. Based on such review and evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures were effective as of June 30, 2018, to ensure that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, (a) is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms and (b) is accumulated and communicated to our management, including the officers, as appropriate to allow timely decisions regarding required disclosure. There were no material changes in our internal control over financial reporting during the second quarter of 2018 that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

PART II – OTHER INFORMATION

Item No. 6 – Exhibits

Exhibit

Number Document

31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended (filed herewith).

31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended (filed herewith).

32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

101

Interactive Data Files, including the following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, formatted in XBRL: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Net Income (Loss) and Comprehensive Income (Loss), (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) the Notes to Condensed Consolidated Financial Statements.

SIGNATURES

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

RELIV’ INTERNATIONAL, INC.

By:	/s/ Ryan A. Montgomery
	Ryan A. Montgomery, Chief Executive Officer

Date: August 14, 2018

By:	/s/ Steven D. Albright
	Steven D. Albright, Chief Financial Officer (and accounting officer)

Date: August 14, 2018