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RELV > SEC Filings for RELV > Form 10-Q on 13-Aug-2014All Recent SEC Filings

Show all filings for RELIV INTERNATIONAL INC

Form 10-Q for RELIV INTERNATIONAL INC


13-Aug-2014

Quarterly Report


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 also offer a line of skin care products and an all-natural sweetener. We sell our products through an international network marketing system utilizing independent distributors. Sales in the United States represented approximately 74.3% of worldwide net sales for the six months ended June 30, 2014 and 78.6% of worldwide net sales for the six months ended June 30, 2013. Our international operations currently generate sales through distributor networks with facilities in Australia, Canada, Indonesia, Malaysia, Mexico, the Philippines, and the United Kingdom. We also operate on a limited basis 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, 2014, consisted of approximately 50,700 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 20% 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. In the United States effective March 1, 2013, we instituted a retail price increase, offset by a reduced shipping charge. After the price change, 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 is generally equal to the retail price of each product prior to the price increase. 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

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, 2014 and 2013. Our results of operations for the periods described below are not necessarily indicative of results of operations for future periods.

                                          Three months ended           Six months ended
                                               June 30,                    June 30,
                                          2014           2013          2014         2013

Net sales                                   100.0 %       100.0 %       100.0 %      100.0 %
Costs and expenses:
Cost of products sold                        20.7          19.8          20.3         20.3
Distributor royalties and commissions        36.2          36.4          36.1         36.8
Selling, general and administrative          46.4          45.2          45.8         42.3

Income (loss) from operations                (3.3 )        (1.4 )        (2.2 )        0.6
Interest expense                             (0.1 )        (0.1 )        (0.1 )       (0.1 )
Interest and other income (expense)           0.4          (0.2 )         0.2         (0.1 )

Income (loss) before income taxes            (3.0 )        (1.7 )        (2.1 )        0.4
Provision (benefit) for income taxes         (1.0 )        (0.3 )        (0.6 )        0.5

Net income (loss)                            (2.0 )%       (1.4 )%       (1.5 )%      (0.1 )%

Net Sales. Overall net sales decreased by 6.2% in the three months ended June 30, 2014 compared to the same period in 2013. During the second quarter of 2014, sales in the United States decreased by 8.6%, and international sales increased by 1.8% over the prior-year period. For the six months ended June 30, 2014, consolidated net sales decreased by 15.6% compared to the same period in 2013. In the first half of 2014, net sales in the United States decreased by 20.2% and international sales increased by 1.2% over the same period in 2013.

The following table summarizes net sales by geographic market for the three months ended June 30, 2014 and 2013.

                                          Three months ended June 30,
                                       2014                        2013                  Change from prior year
                                            % of Net                    % of Net
                               Amount        Sales         Amount         Sales          Amount              %
                                            (dollars in thousands)
United States                 $ 10,815           74.7 %   $ 11,828           76.7 %   $     (1,013 )          (8.6 )%
Australia/New Zealand              429            3.0          524            3.4              (95 )         (18.1 )
Canada                             357            2.5          372            2.4              (15 )          (4.0 )
Mexico                             190            1.3          256            1.7              (66 )         (25.8 )
Europe                           2,244           15.5        1,960           12.7              284            14.5
Asia                               441            3.0          485            3.1              (44 )          (9.1 )

Consolidated total            $ 14,476          100.0 %   $ 15,425          100.0 %   $       (949 )          (6.2 )%

The following table summarizes net sales by geographic market for the six months ended June 30, 2014 and 2013.

                                           Six months ended June 30,
                                       2014                        2013                  Change from prior year
                                            % of Net                    % of Net
                               Amount        Sales         Amount         Sales          Amount              %
                                            (dollars in thousands)
United States                 $ 21,507           74.3 %   $ 26,938           78.6 %   $     (5,431 )         (20.2 )%
Australia/New Zealand              861            3.0          973            2.8             (112 )         (11.5 )
Canada                             647            2.2          926            2.7             (279 )         (30.1 )
Mexico                             415            1.4          534            1.6             (119 )         (22.3 )
Europe                           4,573           15.8        3,979           11.6              594            14.9
Asia                               937            3.3          933            2.7                4             0.4

Consolidated total            $ 28,940          100.0 %   $ 34,283          100.0 %   $     (5,343 )         (15.6 )%

The following table sets forth, as of June 30, 2014 and 2013, 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. The active distributor count for Europe includes our preferred customers in France. This program began in mid-2013 and the Europe active distributor count as of June 30, 2014 includes 2,630 preferred customers.

                                                   June 30, 2014                           June 30, 2013                             % Change
                                            Total               Master              Total               Master              Total               Master
                                            Active          Affiliates and          Active          Affiliates and         Active           Affiliates and
                                         Distributors           Above            Distributors           Above           Distributors            Above

United States                                   36,440                5,170             38,860                4,180              (6.2 )%               23.7 %
Australia/New Zealand                            1,300                  150              1,570                  200             (17.2 )               (25.0 )
Canada                                           1,270                  250              1,260                  180               0.8                  38.9
Mexico                                           1,130                  140              1,150                  130              (1.7 )                 7.7
Europe                                           8,190                  880              6,490                  780              26.2                  12.8
Asia                                             2,370                  330              4,060                  440             (41.6 )               (25.0 )

Consolidated total                              50,700                6,920             53,390                5,910              (5.0 )%               17.1 %

United States

In the United States, net sales were down 8.6% in the second quarter of 2014 compared to the same period in 2013. In January 2014, we made permanent a promotion initiated in the fourth quarter of 2013 under which new distributors could qualify as a Master Affiliate at 60% of the sales volume previously required, the "Ignition Master Affiliate promotion". For the six-month period ended June 30, 2014, the decline in net sales was 20.2% compared to the prior-year period, with much of this decline occurring in the first quarter of 2014 due to the impact of the Ignition Master Affiliate promotion which incentivized many distributors to accelerate their orders to the fourth quarter of 2013. Sales were also negatively affected by the severe winter weather in the eastern half of the United States in the first quarter of 2014.

Also negatively impacting sales in the United States in the second quarter was a decline in distributor activity evidenced by a decrease in the number of new distributor enrollments. During the second quarter of 2014, approximately 2,241 new distributors were enrolled, compared to 2,637 new distributor enrollments in the prior-year quarter, a decline of 15.0%. As a result, the net number of active distributors in the United States as of June 30, 2014 decreased by 6.2% to 36,440 as compared to the number of active distributors as of June 30, 2013. The number of distributorships that qualified as new Master Affiliates improved slightly during the second quarter compared to the prior-year quarter. However, the number of new Master Affiliate qualifications did not increase to the level expected in light of the reduced sales volume requirements to qualify as a Master Affiliate. In the second quarter of 2014, approximately 315 distributors qualified as new Master Affiliates, compared to approximately 289 in the prior-year quarter, an increase of 9.0%. The net number of distributors at the level of Master Affiliate and above as of June 30, 2014 increased by 23.7% as compared to June 30, 2013. This increase was primarily the result of the number of distributorships that qualified as Master Affiliates during the reduced volume Ignition promotion during the fourth quarter of 2013. Distributor retention declined slightly to 66.8% for the first six months of 2014 compared to a rate of 68.2% for all of 2013. For the six-month period ended June 30, 2014, new distributor enrollments declined by 22.5%, and new Master Affiliate qualifications declined by 14.8% compared to the same period in 2013.

In the second quarter of 2014, we processed approximately 46,172 orders in the United States for products at an average order of $323 at suggested retail. In the same period of 2013, we processed approximately 49,680 product orders at an average order of $327 at suggested retail. The decline in the number of orders processed is attributable to the decline in distributor activity.

We continue to focus our marketing efforts on our LunaRich®-based products. First half of 2014 net sales in the United States were led by the flagship products in the LunaRich line, Reliv Now® and LunaRich X™, which comprised 19.6% and 15.1% of U.S. net sales, respectively. In March 2014, we introduced the LunaRich Super Pack as an introductory package of these two popular products.

International Operations

During the three months ended June 30, 2014, net sales in our international operations increased in aggregate by 1.8% to $3.66 million compared to $3.60 million for the three months ended June 30, 2013. When net sales are converted using the 2013 exchange rate for both 2013 and 2014, international net sales decreased by 1.7% for the second quarter of 2014 compared to the second quarter of the prior year. Regional sales results excluding the impact of currency fluctuation for the second quarter of 2014 compared to the second quarter of 2013 were as follows: Australia/New Zealand net sales decreased 15.3%, Canada net sales increased 2.6%, Mexico net sales decreased 22.5%, Europe net sales increased 4.4%, and Asian sales decreased 3.9%.

For the first half of 2014, foreign net sales increased by 1.2% to $7.43 million compared to $7.34 million in the same period of 2013. Excluding the impact of currency fluctuation, international net sales decreased by 0.5%. Regional sales results excluding the impact of currency fluctuation for the first half of 2014 compared to the first half of 2013 were as follows: Australia/New Zealand net sales decreased 4.2%, Canada net sales decreased 24.5%, Mexico net sales decreased 18.9%, Europe net sales increased 6.4%, and Asian sales increased 8.4%.

In Canada during the first six months of 2014, net sales decreased by 24.5%, excluding the impact of currency fluctuation, when compared to the prior-year. Sales were negatively impacted, particularly in the first quarter of 2014, as a result of the fourth quarter of 2013 Ignition Master Affiliate promotion, similar to the United States. Net sales in the second quarter of 2014 increased by 2.6%, excluding the impact of currency fluctuation, compared to the prior-year quarter.

In Mexico, net sales decreased by 18.9% in the first half of 2014 when compared to the prior year period, excluding the impact of currency fluctuation. We moved our office from Mexico City to Guadalajara in January 2014. Guadalajara is one of our two primary areas of business in Mexico, and a number of direct selling companies have their Mexican headquarters located there. The process of setting up our new office, along with training an entirely new staff, has had a negative impact on our 2014 performance to date. We are introducing similar products and marketing programs as in the United States, such as the LunaRich X capsules and Super Packs in an effort to improve sales.

In Europe, net sales increased by 6.4% in the first half of 2014, excluding the impact of currency fluctuation, when compared to the prior-year period. Total order count increased to 14,320 in the first half of 2014 compared to 11,100 in the same period last year, an increase of 29.0%. Other distributor statistics remained strong, with new distributor and preferred customer enrollments of 2,993 in the first half of 2014, compared to 2,598 in the same period in 2013.

In Asia, net sales increased by 8.4%, excluding the impact of currency fluctuation, during the first half of 2014 as compared to the prior-year period. In Australia/New Zealand, net sales decreased by 4.2%, excluding the impact of currency fluctuation, in the first six months of 2014 compared to the prior-year period. In these markets, we continue to focus on retail sales by distributors; however, increased sales activities have been slow to take place in Australia/New Zealand.

Cost of Products Sold. Cost of products sold as a percentage of net sales was 20.7% for the three-month period ended June 30, 2014, compared to 19.8% for the same period in 2013. For the six-month periods ended June 30, 2014 and 2013, cost of products sold as a percentage of net sales was 20.3% in each period. Gross margins in the second quarter of 2014 were negatively impacted by reduced production levels compared to the prior-year period. For the six months ended June 30, overall gross margins were stable compared to prior-year period as margin improvements from the sales price increase implemented in the first quarter of 2013, along with improved LunaRich X product margins resulting from our acquisition of the lunasin technology license in July 2013 offset the negative impact of the reduction in production levels.

Distributor Royalties and Commissions. Distributor royalties and commissions as a percentage of net sales was 36.2% for the three-month period ended June 30, 2014, compared to 36.4% in the same period in 2013. For the six-month period ended June 30, 2014, royalties and commissions were 36.1% of net sales compared to 36.8% in the prior-year period. The decrease as a percentage of net sales for the six-month period is the result of the retail price increase and commission restructuring that became effective March 1, 2013 in the United States and later in 2013 for other markets. After the price change, wholesale 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 is generally equal to the retail price of each product prior to the price increase.

Selling, General and Administrative Expenses. For the three months ended June 30, 2014, selling, general and administrative expenses ("SGA") decreased by $256,000, compared to the same period in 2013. However, SGA expenses as a percentage of net sales were 46.4% for the three-month period ended June 30, 2014, compared to 45.2% for the same period of 2013. For the six-month period ended June 30, 2014, SGA expenses decreased by $1.23 million when compared to the same period in 2013. SGA expenses as a percentage of net sales were 45.8% and 42.3% for the six-month periods ended June 30, 2014 and 2013, respectively, as the result of the sales decrease described above.

Sales and marketing expenses decreased by approximately $1.06 million in the first six months of 2014, compared to the prior-year period. The decreases consisted of a decrease in distributor bonuses and other expenses directly related to the level of sales of approximately $441,000, a decrease of $375,000 in conference and meeting expenses, a decrease in advertising/public relations expenses of $165,000, a decrease in newsletter expenses of $40,000, and a decrease in promotions expense of $26,000. The decrease in conference and meeting expenses was partially due to the weather related cancellation of the national distributor conference in Charlotte in February 2014. The year-over-year decrease in advertising/public relations expense was the result of a first half of 2013 public relations campaign to bring greater awareness to the LunaRich product line.

Salaries, other staffing expenses, benefits, and incentive compensation increased in the aggregate by $14,000 in the first six months of 2014, compared to the prior-year period, as increases in salaries, and benefit expenses of approximately $97,000 were offset by a decrease in incentive compensation expense of $83,000. Distribution and warehouse expenses decreased by $69,000 and other general and administrative expenses decreased by approximately $114,000 in the first six months of 2014, compared to the prior-year period. Significant changes in our other general and administrative expenses include a reduction in our property tax expense of $77,000 in 2014 compared to the prior-year period, as the result of successful appeals of the real estate taxes on our Chesterfield property for several prior years. Also, the amount of compensation expense recognized as part of a long-term incentive agreement with our management team in our European subsidiary was $68,000 less than the expense recognized in the first six months of 2014 compared to the prior-year period. This incentive agreement is described in Note 4 of the Condensed Consolidated Financial Statements.

Interest Income. Interest income decreased to $68,000 during the first half of 2014 compared to $76,000 in the same period of 2013. The interest income is primarily interest earned on the note receivable due from a distributor that was entered into in March 2012.

Interest Expense. Interest expense increased to $50,000 during the first half of 2014 compared to $36,000 in the first half of 2013. The increase in interest expense is the result of an increase in the amount of outstanding debt compared to the prior year. Further information regarding our bank debt is described in Note 5 of the Condensed Consolidated Financial Statements.

Other Income/Expense. Other income/expense in the first half of 2014 was a net income of $6,000, compared to a net expense of $91,000 in the first half of 2013. The net expense in the first six months of 2013 is primarily the result of foreign currency exchange losses in certain of our subsidiaries.

Income Taxes. We recorded an income tax benefit of $180,000 for the six months of 2014, resulting in an effective rate of 29.0%. In the same period in 2013, we recorded income tax expense of $180,000, which represented an effective rate of 111.8%. Our effective rate was higher in 2013 due to losses of $201,000 incurred in the Philippines in the six-month period for which there is no tax benefit. Also impacting our effective tax rate in 2013 and 2014 is a higher effective state income tax rate due to various state income tax statutes which include or exclude certain portions of our domestic and foreign operating results from the respective states taxable income.

Net Loss. Our net loss for the three and six months ended June 30, 2014 was $289,000, or $0.02 loss per share basic and diluted, and $440,000, or $0.03 loss per share basic and diluted, respectively. This compares to a net loss of $214,000, or $0.02 loss per share basic and diluted, and $19,000, or $0.00 loss per share basic and diluted, for the same periods in 2013. Profitability decreased in the first six months of 2014 primarily a result of the decreases in net sales in the United States as discussed above.

Financial Condition, Liquidity and Capital Resources

During the first six months of 2014, we used $1.16 million of net cash in operating activities, $384,000 was used in investing activities, and $235,000 was used in financing activities. This compares to $399,000 of net cash used in operating activities, $355,000 used in investing activities, and $650,000 used in financing activities in the same period of 2013. Cash and cash equivalents decreased by $1.73 million to $4.93 million as of June 30, 2014 compared to December 31, 2013.

Significant changes in working capital items consisted of an increase in prepaid expenses/other current assets of $458,000, an increase in refundable income taxes of $276,000 coupled with a decrease in income taxes payable of $200,000 in the first six months of 2014. The increase in prepaid expenses/other current assets represents the annual premium payments made in the first quarter on most of the corporate business insurance policies. The increase in the refundable income taxes and decrease in the income taxes payable is a result of the losses incurred over the first six months of the year, and the timing of our estimated tax payments.

Investing activities during the first six months of 2014 consisted of a net investment of $133,000 for capital expenditures, payments received on a distributor note receivable of $45,000, and $296,000 paid for key-man life insurance. Financing activities during the first six months of 2014 consisted of principal payments of $235,000 on long-term borrowings.

Stockholders' equity decreased to $15.75 million at June 30, 2014 compared to $16.13 million at December 31, 2013. The decrease is due to our net loss during the first six months of 2014 of $440,000 offset by a favorable adjustment in the cumulative foreign currency translation adjustment of $40,000 due to the general weakening of the U.S. dollar. Our working capital balance was $5.10 million at June 30, 2014 compared to $6.51 million at December 31, 2013. The current ratio at June 30, 2014 was 1.73 compared to 1.98 at December 31, 2013.

On February 28, 2014, we re-financed our 2012 term loan agreement (and its revolving line of credit agreement) with our primary lender. The 2014 re-financed term loan is for a period of twenty-eight months with the same floating interest rate pricing as the 2012 term loan of 30-day LIBOR plus 2.0%. The total loan amount of the new 2014 term loan was approximately $3.48 million . . .

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