8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 9, 2019

RELIV’ INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-19932	37-1172197
(Commission File Number)	(IRS Employer Identification No.)
136 Chesterfield Industrial Boulevard	Chesterfield, Missouri 63005
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (636) 537-9715

                Not applicable                  

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ 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 (17 CFR 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).                     

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.      ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001	RELV	NASDAQ Capital Market

Item 2.02. Results of Operations and Financial Condition

On August 9, 2019, Reliv International, Inc. issued a press release reporting earnings and other financial results for its second quarter ended June 30, 2019. A copy of the press release is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(c)	Exhibits
99.1	Press Release dated August 9, 2019 captioned: “Reliv International Reports Second-Quarter Financial Results for 2019.”

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Reliv International, Inc. has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of Chesterfield, State of Missouri, on August 9, 2019.

RELIV’ INTERNATIONAL, INC.
By:	/s/ Steven D. Albright
	Steven D. Albright
	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated August 9, 2019 captioned: “Reliv International Reports Second-Quarter Financial Results for 2019.”

EX-99.1

Exhibit 99.1

NEWS RELEASE

For more information, contact:

Steve Albright

Chief Financial Officer                    

(636) 733-1305                         

FOR IMMEDIATE DISTRIBUTION

Reliv International Reports Second-Quarter Financial Results for 2019

CHESTERFIELD, MO, August 9, 2019 – Reliv International, Inc. (NASDAQ:RELV), a maker of nutritional supplements that promote optimal health, today reported its financial results for the second quarter of 2019 and announced the formal launch of its RLV line of hemp-extract products at its recent distributor conference in suburban Chicago.

Reliv reported net sales of $8.3 million for the second quarter of 2019 compared with net sales of $8.5 million in the second quarter of 2018. Net sales in the United States decreased to $5.9 million in the second quarter of 2019, which represented a 6.8 percent decline in net sales when compared to the prior-year quarter. Net sales in Reliv’s foreign markets increased 10.8 percent in the second quarter of 2019 compared with the prior-year quarter. Increases in net sales in Asia and Mexico were 82.7% and 36.6%, respectively, in the second quarter of 2019, offset by a decrease in net sales in Europe of 26.7%, along with decreases in other regions.

Reliv reported a net loss for the second quarter of 2019 of $388,000 (loss per diluted share of $0.22) compared to a net loss of $978,000 (loss per diluted share of $0.53) in the second quarter of 2018. The loss from operations for the second quarter of 2019 was $366,000 compared to a loss from operations of $940,000 in the same period in 2018. Results from operations in the second quarter of 2019 improved from the prior-year quarter as selling, general and administrative (“SGA”) expenses decreased by $527,000 to $3.7 million in the second quarter of 2019 compared to $4.2 million in the prior-year quarter; however, the decline in sales did not permit us to reach profitability in the quarter.

Net sales for the first six months of 2019 were $17.7 million, which represented a 3.9 percent decrease from the same period in 2018. Net sales in the United States decreased by 7.1 percent and net sales in Reliv’s foreign markets increased by 6.1 percent in the first half of 2019 compared with the first half of last year. Net sales in Reliv’s foreign markets increased by 9.8 percent during the first half of 2019 when the impact of foreign currency fluctuation is removed.

Reliv reported net income of $236,000, or $0.13 per diluted share in the first six months of 2019, compared to a net loss of $1.2 million or $0.66 per diluted share in the same period of 2018. SGA expenses decreased to $7.4 million in the first six months of 2019 compared to $8.7 million in the prior-year period.

Reliv had cash and cash equivalents of $1.9 million as of June 30, 2019, compared to $2.0 million as of December 31, 2018. Net cash used in operating activities was $644,000 in the first six months of 2019.

As of June 30, 2019, Reliv had 32,870 distributors and preferred customers – an increase of 5.6 percent from June 30, 2018 – of which 2,980 are Master Affiliate level and above. The number of Master Affiliates decreased by 6.9 percent compared to the year-ago total. Master Affiliate is the level at which distributors are eligible to earn generation royalties.

At its recent distributor conference in suburban Chicago, Reliv formally introduced its RLV line of hemp-extract products. Initially, the RLV line includes three liquid tinctures and one balm. All of the RLV products are derived from organically-grown, non-GMO hemp.

“This is our most exciting product launch in a number of years,” commented Ryan A. Montgomery, Chief Executive Officer. “The RLV line is our introduction into a rapidly evolving and growing market that has the ability to propel our business for years to come.”

In international operations, sales and distributor activity in the Philippines continues to grow at a rate that has resulted in the Philippines becoming our second largest market. “Our growth continues in the Philippines at a phenomenal pace, driven by a broad-based increase in the number of new distributors and preferred customers and in the sales of our Reliv Now for Kids product,” noted Montgomery. Net sales in the Philippines grew by 98.7% in local currency in the second quarter of 2019, compared to the prior-year quarter, as the active distributor and preferred customer and Master Affiliate counts across all of the Asia markets increased by 91% and 47%, respectively. “The activity level and momentum in the Philippines has been exciting. We are looking for that growth to cross into other markets in our Asia-Pacific region and elsewhere in the Reliv world,” said Montgomery.

About Reliv International, Inc.

Reliv International, based in Chesterfield, MO, produces nutritional supplements that promote optimal nutrition. Reliv supplements address core nutrition and targeted solutions. Reliv is the exclusive provider of LunaRich® products, which optimize levels of lunasin, a soy peptide that works at the epigenetic level to promote optimal health. The company sells its products through an international network marketing system of independent distributors in 14 countries. Learn more about Reliv at reliv.com, or on Facebook, Twitter or Instagram.

Statements made in this news release that are not historical facts are “forward-looking” statements (as defined in the Private Securities Litigation Reform Act of 1995) that involve risks and uncertainties and are subject to change at any time. These forward-looking statements may include, but are not limited to, statements containing words such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue” or similar expressions. Factors that could cause actual results to differ are identified in the public filings made by Reliv with the Securities and Exchange Commission. More information on factors that could affect Reliv’s business and financial results are included in its public filings made with the Securities and Exchange Commission, including its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, copies of which are available on the Company’s web site, reliv.com.

--FINANCIAL HIGHLIGHTS FOLLOW –

Reliv International, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
	June 30		December 31
	2019		2018
	(Unaudited)		(Audited)
Assets
Current Assets:
Cash and cash equivalents	$	1,918,721	$	1,989,974
Accounts receivable, less allowances of $5,000 in 2019 and 2018		235,030		400,759
Notes & accounts receivables & deposits - related parties		1,027,126		151,222
Inventories		2,709,155		2,954,947
Assets held for sale		-		2,124,939
Other current assets		766,034		464,165
Total current assets		6,656,066		8,086,006
Notes & accounts receivables - related parties		2,490,528		1,282,072
Other assets		3,085,908		2,287,237
Net property, plant and equipment		4,569,237		4,698,550
Total Assets	$	16,801,739	$	16,353,865
Liabilities and Stockholders' Equity
Accounts payable, accruals & other current liabilities	$	3,937,133	$	3,915,390
Revolving line of credit		500,000		-
Other noncurrent liabilities		626,701		445,611
Stockholders' equity		11,737,905		11,992,864
Total Liabilities and Stockholders' Equity	$	16,801,739	$	16,353,865

Consolidated Statements of Operations
	Three months ended June 30						Six months ended June 30
	2019			2018			2019			2018
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Product sales	$	7,603,041		$	7,920,596		$	16,414,038		$	17,311,977
Freight income		479,881			539,145			999,822			1,151,003
Other revenue		174,091			-			332,657			-
Net Sales		8,257,013			8,459,741			17,746,517			18,462,980
Costs and expenses:
Cost of goods sold		2,268,992			2,356,274			4,702,723			4,706,016
Distributor royalties and commissions		2,665,093			2,827,357			5,782,665			6,219,102
Selling, general and administrative		3,688,944			4,215,641			7,428,472			8,701,536
Total Costs and Expenses		8,623,029			9,399,272			17,913,860			19,626,654
Loss from operations		(366,016	)		(939,531	)		(167,343	)		(1,163,674	)
Other income (expense):
Interest income		46,218			23,547			95,480			47,499
Interest expense		(10,075	)		(45,222	)		(15,487	)		(76,787	)
Other income (expense)		4,768			7,214			(660	)		13,865
Gain (loss) on sale of fixed assets		-			(962	)		434,549			2,838
Income (loss) before income taxes		(325,105	)		(954,954	)		346,539			(1,176,259	)
Provision for income taxes		63,000			23,000			111,000			40,000
Net income (loss)	$	(388,105	)	$	(977,954	)	$	235,539		$	(1,216,259	)
Earnings (loss) per common share - Basic	$	(0.22	)	$	(0.53	)	$	0.13		$	(0.66	)
Weighted average shares		1,746,000			1,845,000			1,746,000			1,845,000
Earnings (loss) per common share - Diluted	$	(0.22	)	$	(0.53	)	$	0.13		$	(0.66	)
Weighted average shares		1,746,000			1,845,000			1,746,000			1,845,000

Reliv International, Inc. and Subsidiaries

Net sales by Market
(in thousands)	Three months ended June 30,										Change from
	2019					2018					prior year
	Amount		% of Net Sales			Amount		% of Net Sales			Amount			%
United States	$	5,905		71.5	%	$	6,336		74.9	%	$	(431	)		-6.8	%
Australia/New Zealand		132		1.6	%		178		2.1	%		(46	)		-25.8	%
Canada		140		1.7	%		162		1.9	%		(22	)		-13.6	%
Mexico		153		1.8	%		112		1.3	%		41			36.6	%
Europe		756		9.2	%		1,031		12.2	%		(275	)		-26.7	%
Asia		1,171		14.2	%		641		7.6	%		530			82.7	%
Consolidated Total	$	8,257		100.0	%	$	8,460		100.0	%	$	(203	)		-2.4	%

Net sales by Market
(in thousands)	Six months ended June 30,										Change from
	2019					2018					prior year
	Amount		% of Net Sales			Amount		% of Net Sales			Amount			%
United States	$	13,016		73.4	%	$	14,006		75.9	%	$	(990	)		-7.1	%
Australia/New Zealand		309		1.7	%		410		2.2	%		(101	)		-24.6	%
Canada		340		1.9	%		404		2.2	%		(64	)		-15.8	%
Mexico		289		1.6	%		220		1.2	%		69			31.4	%
Europe		1,695		9.6	%		2,195		11.9	%		(500	)		-22.8	%
Asia		2,098		11.8	%		1,228		6.6	%		870			70.8	%
Consolidated Total	$	17,747		100.0	%	$	18,463		100.0	%	$	(716	)		-3.9	%

The following table sets forth, as of June 30, 2019 and 2018, the number of our Active Distributors/Preferred Customers 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.    Preferred Customers represent approximately 7,520 and 4,760 of the Active Distributor count as of June 30, 2019 and 2018, respectively. 

Active Distributors/Preferred Customers and Master Affiliates and Above by Market

	As of 6/30/2019				As of 6/30/2018				Change in %
	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		19,290		1,980		21,060		2,270		-8.4	%		-12.8	%
Australia/New Zealand		910		70		1,030		80		-11.7	%		-12.5	%
Canada		530		60		580		80		-8.6	%		-25.0	%
Mexico		1,190		100		780		70		52.6	%		42.9	%
Europe		2,530		300		3,290		380		-23.1	%		-21.1	%
Asia		8,420		470		4,400		320		91.4	%		46.9	%
Consolidated Total		32,870		2,980		31,140		3,200		5.6	%		-6.9	%