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): May 15, 2020

RELIV’ INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

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:

Item 2.02. Results of Operations and Financial Condition

On May 15, 2020, Reliv International, Inc. issued a press release reporting earnings and other financial results for its first quarter ended March 31, 2020. A copy of the press release is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d)     Exhibits

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 May 15, 2020.

Exhibit 99.1

NEWS RELEASE

For more information, contact:

Steve Albright

Chief Financial Officer                    

(636) 733-1305                         

FOR IMMEDIATE DISTRIBUTION

Reliv International Reports First-Quarter Financial Results for 2020

CHESTERFIELD, MO, May 15, 2020 – Reliv International, Inc. (NASDAQ:RELV), a developer and marketer of nutritional supplements that promote optimal health, today reported its financial results for the first quarter of 2020.

First-Quarter Results

Reliv reported net sales of $10.3 million for the first quarter of 2020 compared with net sales of $9.5 million in the first quarter of 2019. Net sales in the United States increased to $7.8 million in the first quarter of 2019, which represented a 10.3% increase in net sales when compared to the prior-year quarter. Net sales in Reliv’s foreign markets increased 2.6% in the first quarter of 2020 compared with the prior-year first quarter. Increases in net sales in Asia and Europe were 10.1% and 2.4%, respectively, in the first quarter of 2020, offset by decreases in net sales in other regions.

Reliv reported net income for the first quarter of 2020 of $662,000 (earnings per diluted share of $0.38) compared to net income of $624,000 (earnings per diluted share of $0.36) in the first quarter of 2019. The income from operations for the first quarter of 2020 was $522,000 compared to $199,000 in the same period in 2019. Results from operations in 2020 were favorably impacted by the improvement in net sales and resulting gross margin in the United States and most of Reliv’s foreign markets. Reliv also recognized an income tax benefit of $178,000 in the first quarter of 2020. This benefit was the result of the Coronavirus Aid, Relief, and Economic Security (CARES) Act which was signed into law in late March 2020. Under the CARES Act, the U.S. net operating loss (NOL) arising in our 2018 tax year may be carried back up to five years. Based on this new legislation, we have recognized a $225,000 estimated income tax benefit for the NOL carryback.

Reliv had cash and cash equivalents of $2.8 million as of March 31, 2020, compared to $1.6 million as of December 31, 2019. Net cash provided by operating activities was $1.3 million in the first quarter of 2020.

As of March 31, 2020, Reliv had 13,680 retail customers and Preferred Customers in total – a decrease of 6.9% from March 31, 2019. This count does not include those customers that buy product directly from distributors rather than from us. As of March 31, 2020, Reliv had 25,550 active Distributors – an increase of 1.0% from March 31, 2019. The number of Master Affiliates increased by 7.7% compared to the year-ago total, driven by the growth in Master Affiliates in Asia of 74.3%. Master Affiliate is the level at which Distributors are eligible to earn generation royalties.

“We were pleased with our performance in the first quarter,” commented Ryan A. Montgomery, Chief Executive Officer. “It showed the strength of consumer demand for our products, but we recognize a portion of the increase may be due to product supply concerns caused by these uncertain times. We have reassured customers of the continued supply of our products, and in an effort to continue the upward trend in consumer sales, we began offering free enrollments in our Preferred Customer program in April and are continuing this incentive during the month of May.”

“To improve our outreach, we have substantially increased our use of online technology as our primary method of communication and training with our customers and distributors as we adapt to the realities of the world today,” Montgomery noted. Reliv recently announced that its U.S. distributor conference originally planned to be held in St. Louis in late July will instead be a world-wide online conference. “We felt this was the right decision to make well in advance of the scheduled conference date. We are excited by the opportunity of reaching out to a much larger audience, not only in the United States, but all over the Reliv world.”

Prior to the COVID-19 outbreak, Reliv held a successful distributor conference in Dallas in mid-February where the company introduced its latest offering in the RLV line of hemp-extract products—a sleep-aid tincture that includes melatonin.

In international operations, net sales in the Philippines and Europe grew in the first quarter in spite of earlier and more restrictive COVID-19 guidelines than experienced in most of the United States. Net sales in Asia and Europe grew by 10.1% and 2.4%, respectively, in the first quarter of 2020, compared to the prior-year quarter. Montgomery commented, “We are pleased by the resilience of the sales in these regions; however, we are cautious in our plans with the uncertainty of the long-term impact of the pandemic in various parts of the Reliv world.”

About Reliv International, Inc. 

Reliv International, based in Chesterfield, MO, develops and markets nutritional supplements that promote optimal nutrition. Reliv supplements address core nutrition, targeted solutions and overall wellness and now include a line of RLV hemp extracts. 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 13 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 –

The tables below set forth, as of March 31, 2020 and 2019, the number of our Retail Customers/Preferred Customers/Active Distributors and Master Affiliates and above. The total number of active distributors includes Master Affiliates and above. We define an active retail or preferred customer as one that has placed a product order in the prior twelve months, and we define an active distributor as one that enrolls as a distributor or renews his or her distributorship during the prior twelve months. Many individuals join Reliv as distributors to obtain our products at a discount and may not participate in the Reliv business opportunity. 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.