x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
Delaware
|
371172197
|
|
(State
or other jurisdiction of
|
(I.R.S.
Employer Identification Number)
|
|
incorporation
or organization)
|
||
136
Chesterfield Industrial Boulevard
|
||
Chesterfield, Missouri
|
63005
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
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
|
10 |
Item
No. 4
|
Controls
and Procedures
|
16
|
PART
II – OTHER INFORMATION
|
||
Item
No. 1A
|
Risk
Factors
|
16
|
Item
No. 2
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
16
|
Item
No. 6
|
Exhibits
|
17
|
September 30
|
December 31
|
|||||||
2009
|
2008
|
|||||||
(unaudited)
|
||||||||
Assets
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 6,422,451 | $ | 4,460,637 | ||||
Accounts
and notes receivable, less allowances of $16,000 in 2009 and $10,200 in
2008
|
339,230 | 494,689 | ||||||
Accounts
due from employees and distributors
|
107,327 | 241,532 | ||||||
Inventories
|
||||||||
Finished
goods
|
2,983,119 | 3,533,371 | ||||||
Raw
materials
|
1,360,259 | 1,710,319 | ||||||
Sales
aids and promotional materials
|
706,561 | 978,264 | ||||||
Total
inventories
|
5,049,939 | 6,221,954 | ||||||
Refundable
income taxes
|
1,641 | 129,137 | ||||||
Prepaid
expenses and other current assets
|
842,190 | 1,525,665 | ||||||
Deferred
income taxes
|
432,000 | 522,000 | ||||||
Total
current assets
|
13,194,778 | 13,595,614 | ||||||
Other
assets
|
1,531,571 | 1,220,546 | ||||||
Accounts
due from employees and distributors
|
- | 164,462 | ||||||
Intangible
assets, net
|
2,052,030 | - | ||||||
Property,
plant and equipment:
|
||||||||
Land
and land improvements
|
852,147 | 852,147 | ||||||
Building
|
9,843,418 | 9,786,037 | ||||||
Machinery
& equipment
|
3,395,737 | 3,293,526 | ||||||
Office
equipment
|
1,509,143 | 1,452,015 | ||||||
Computer
equipment & software
|
2,972,823 | 2,904,846 | ||||||
18,573,268 | 18,288,571 | |||||||
Less:
Accumulated depreciation
|
10,000,941 | 9,376,414 | ||||||
Net
property, plant and equipment
|
8,572,327 | 8,912,157 | ||||||
Total
assets
|
$ | 25,350,706 | $ | 23,892,779 |
September 30
|
December 31
|
|||||||
2009
|
2008
|
|||||||
(unaudited)
|
||||||||
Liabilities
and stockholders' equity
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable and accrued expenses:
|
||||||||
Trade
accounts payable and other accrued expenses
|
$ | 3,549,162 | $ | 2,948,467 | ||||
Distributors
commissions payable
|
2,874,733 | 2,809,164 | ||||||
Sales
taxes payable
|
393,450 | 374,643 | ||||||
Payroll
and payroll taxes payable
|
479,245 | 648,550 | ||||||
Total
accounts payable and accrued expenses
|
7,296,590 | 6,780,824 | ||||||
Revolving
line of credit
|
1,000,000 | - | ||||||
Current
maturities of long-term debt
|
514,186 | 569,375 | ||||||
Total
current liabilities
|
8,810,776 | 7,350,199 | ||||||
Noncurrent
liabilities:
|
||||||||
Long-term
debt, less current maturities
|
4,851,088 | - | ||||||
Deferred
income taxes
|
- | 70,000 | ||||||
Other
noncurrent liabilities
|
411,808 | 364,990 | ||||||
Total
noncurrent liabilities
|
5,262,896 | 434,990 | ||||||
Stockholders'
equity:
|
||||||||
Preferred
stock, par value $.001 per share; 3,000,000 shares authorized; -0- shares
issued and outstanding in 2009 and 2008
|
- | - | ||||||
Common
stock, par value $.001 per share; 30,000,000 authorized; 14,425,185 shares
issued and 12,230,187 shares outstanding as of 9/30/2009; 14,425,185
shares issued and 14,302,160 shares outstanding as of
12/31/2008
|
14,425 | 14,425 | ||||||
Additional
paid-in capital
|
30,463,558 | 30,321,066 | ||||||
Accumulated
deficit
|
(11,804,192 | ) | (12,938,430 | ) | ||||
Accumulated
other comprehensive loss:
|
||||||||
Foreign
currency translation adjustment
|
(649,730 | ) | (663,478 | ) | ||||
Treasury
stock
|
(6,747,027 | ) | (625,993 | ) | ||||
Total
stockholders' equity
|
11,277,034 | 16,107,590 | ||||||
Total
liabilities and stockholders' equity
|
$ | 25,350,706 | $ | 23,892,779 |
Three months ended September 30
|
Nine months ended September 30
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Product
sales
|
$ | 18,578,895 | $ | 21,226,975 | $ | 57,517,213 | $ | 67,719,727 | ||||||||
Handling
& freight income
|
2,306,633 | 2,633,832 | 7,212,434 | 8,372,176 | ||||||||||||
Net
sales
|
20,885,528 | 23,860,807 | 64,729,647 | 76,091,903 | ||||||||||||
Costs
and expenses:
|
||||||||||||||||
Cost
of products sold
|
4,451,156 | 4,464,874 | 12,800,809 | 13,410,310 | ||||||||||||
Distributor
royalties and commissions
|
7,907,856 | 9,320,880 | 24,480,422 | 29,865,734 | ||||||||||||
Selling,
general and administrative
|
8,056,928 | 8,950,900 | 24,725,653 | 28,472,176 | ||||||||||||
Total
costs and expenses
|
20,415,940 | 22,736,654 | 62,006,884 | 71,748,220 | ||||||||||||
Income
from operations
|
469,588 | 1,124,153 | 2,722,763 | 4,343,683 | ||||||||||||
Other
income (expense):
|
||||||||||||||||
Interest
income
|
10,119 | 64,329 | 45,538 | 299,893 | ||||||||||||
Interest
expense
|
(62,195 | ) | (21,011 | ) | (113,129 | ) | (31,405 | ) | ||||||||
Other
income (expense)
|
76,657 | (211,550 | ) | 202,747 | (229,139 | ) | ||||||||||
Income
before income taxes
|
494,169 | 955,921 | 2,857,919 | 4,383,032 | ||||||||||||
Provision
for income taxes
|
170,000 | 420,000 | 1,112,000 | 1,752,000 | ||||||||||||
Net
income
|
$ | 324,169 | $ | 535,921 | $ | 1,745,919 | $ | 2,631,032 | ||||||||
Earnings
per common share – Basic
|
$ | 0.03 | $ | 0.04 | $ | 0.13 | $ | 0.17 | ||||||||
Weighted
average shares
|
12,230,000 | 14,806,000 | 13,109,000 | 15,498,000 | ||||||||||||
Earnings
per common share – Diluted
|
$ | 0.03 | $ | 0.04 | $ | 0.13 | $ | 0.17 | ||||||||
Weighted
average shares
|
12,230,000 | 14,810,000 | 13,109,000 | 15,502,000 | ||||||||||||
Cash
dividends declared per common share
|
$ | - | $ | - | $ | 0.05 | $ | 0.05 |
Nine months ended September 30
|
||||||||
2009
|
2008
|
|||||||
Operating
activities:
|
||||||||
Net
income
|
$ | 1,745,919 | $ | 2,631,032 | ||||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
||||||||
Depreciation
and amortization
|
855,365 | 830,870 | ||||||
Stock-based
compensation
|
142,492 | 177,497 | ||||||
Deferred
income taxes
|
(31,000 | ) | (107,000 | ) | ||||
Foreign
currency transaction (gain)/loss
|
(120,114 | ) | 310,408 | |||||
(Increase)
decrease in accounts and notes receivable
|
454,382 | 386,886 | ||||||
(Increase)
decrease in inventories
|
1,255,790 | (677,754 | ) | |||||
(Increase)
decrease in refundable income taxes
|
128,782 | 137,274 | ||||||
(Increase)
decrease in prepaid expenses and other current assets
|
158,501 | (223,023 | ) | |||||
(Increase)
decrease in other assets
|
(290,471 | ) | 31,707 | |||||
Increase
(decrease) in accounts payable & accrued expenses and other noncurrent
liabilities
|
480,532 | 170,442 | ||||||
Increase
(decrease) in income taxes payable
|
- | (100,000 | ) | |||||
Net
cash provided by operating activities
|
4,780,178 | 3,568,339 | ||||||
Investing
activities:
|
||||||||
Proceeds
from the sale of property, plant and equipment
|
- | 27,790 | ||||||
Purchase
of property, plant and equipment
|
(472,544 | ) | (756,960 | ) | ||||
Purchase
of distributorship
|
(716,119 | ) | - | |||||
Purchase
of investments
|
- | (1,521,111 | ) | |||||
Proceeds
from final withdrawal from limited partnership investment
|
488,633 | - | ||||||
Proceeds
from sales or maturities of investments, at cost
|
- | 1,919,703 | ||||||
Net
cash used in investing activities
|
(700,030 | ) | (330,578 | ) | ||||
Financing
activities:
|
||||||||
Proceeds
from line of credit borrowings
|
6,000,000 | 4,000,000 | ||||||
Repayment
of line of credit borrowings
|
(5,000,000 | ) | (4,000,000 | ) | ||||
Proceeds
from term loan borrowings
|
4,120,000 | - | ||||||
Principal
payments on short and long-term borrowings
|
(1,774,901 | ) | - | |||||
Common
stock dividends paid
|
(611,681 | ) | (793,313 | ) | ||||
Purchase
of stock for treasury
|
(5,014,115 | ) | (8,008,261 | ) | ||||
Other
|
- | 2,272 | ||||||
Net
cash used in financing activities
|
(2,280,697 | ) | (8,799,302 | ) | ||||
Effect
of exchange rate changes on cash and cash equivalents
|
162,363 | (371,864 | ) | |||||
Increase
(decrease) in cash and cash equivalents
|
1,961,814 | (5,933,405 | ) | |||||
Cash
and cash equivalents at beginning of period
|
4,460,637 | 11,694,699 | ||||||
Cash
and cash equivalents at end of period
|
$ | 6,422,451 | $ | 5,761,294 | ||||
Supplementary
disclosure of cash flow information:
|
||||||||
Noncash
investing and financing transactions:
|
||||||||
Issuance
of promissory note for purchase of stock for treasury
|
$ | 1,106,919 | $ | - | ||||
Obligation
for purchase of distributorship
|
$ | 1,343,881 | $ | - |
Note
1—
|
Accounting
Policies
|
Note
2 —
|
Comprehensive
Income
|
Note
3—
|
Basic
and Diluted Earnings per Share
|
Three
months ended September 30
|
Nine
months ended September 30
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Numerator:
|
||||||||||||||||
Net
income
|
$ | 324,169 | $ | 535,921 | $ | 1,745,919 | $ | 2,631,032 | ||||||||
Denominator:
|
||||||||||||||||
Denominator
for basic earnings per share—weighted average shares
|
12,230,000 | 14,806,000 | 13,109,000 | 15,498,000 | ||||||||||||
Dilutive
effect of employee stock options and other warrants
|
- | 4,000 | - | 4,000 | ||||||||||||
Denominator
for diluted earnings per share—adjusted weighted average
shares
|
12,230,000 | 14,810,000 | 13,109,000 | 15,502,000 | ||||||||||||
Basic
earnings per share
|
$ | 0.03 | $ | 0.04 | $ | 0.13 | $ | 0.17 | ||||||||
Diluted
earnings per share
|
$ | 0.03 | $ | 0.04 | $ | 0.13 | $ | 0.17 |
Not
e 4—
|
Restructuring
of European Operations
|
Note
4—
|
Restructuring
of European Operations (continued)
|
Employee
|
Lease
|
|||||||||||
Severance
|
Exit
|
Total
|
||||||||||
Original
charges and reserve balance
|
$ | 107,000 | $ | 108,000 | $ | 215,000 | ||||||
Additional
charges in 2008
|
17,500 | - | 17,500 | |||||||||
Amounts
settled in 2008
|
(124,500 | ) | (42,000 | ) | (166,500 | ) | ||||||
Reserve
balance at December 31, 2008
|
- | 66,000 | 66,000 | |||||||||
Amounts
settled in first quarter 2009
|
- | (13,000 | ) | (13,000 | ) | |||||||
Reserve
balance at March 31, 2009
|
- | 53,000 | 53,000 | |||||||||
Amounts
settled and sublease income adjustment
in second quarter 2009
|
- | (20,000 | ) | (20,000 | ) | |||||||
Reserve
balance at June 30, 2009
|
- | 33,000 | 33,000 | |||||||||
Amounts
settled in third quarter 2009
|
- | (7,000 | ) | (7,000 | ) | |||||||
Reserve
balance at September 30, 2009
|
- | $ | 26,000 | $ | 26,000 |
Not
e 5—
|
Fair
Value Measurements
|
Using
Quoted
|
|||||
Total
|
Prices
in
|
||||
Carrying
|
Active
Markets
|
||||
Description
|
Value
|
(Level
1)
|
|||
Marketable
securities (1)
|
$ | 202,252 |
$202,252
|
(1)
|
Representing
assets of the Company's Supplemental Executive Retirement Plan (trading
securities). Presented within Other Assets in the consolidated
balance sheets.
|
Note
6—
|
Debt
|
September
30
|
December
31
|
|||||||
2009
|
2008
|
|||||||
Notes
payable (1)
|
$ | - | $ | 569,375 | ||||
Note
payable (2)
|
- | - | ||||||
Revolving
line of credit (2) (3) (4)
(5)
|
1,000,000 | - | ||||||
Term
loan (3)
(4)
|
4,034,788 | - | ||||||
Obligation
for purchase of distributorship (6)
|
1,330,486 | - | ||||||
6,365,274 | 569,375 | |||||||
Less: current
portion
|
1,514,186 | 569,375 | ||||||
Long-term
debt, less current maturities
|
$ | 4,851,088 | $ | - |
(1)
|
Series
of five notes issued from October 2008 through December
2008. The notes range in amounts from $73,375 to $132,250 with
the following key provisions: interest payable at 6%; all
outstanding principal and unpaid interest due two years from each note's
issuance date; and no prepayment penalty. At December 31, 2008,
the Company classified these notes as a current liability as the Company
repaid these notes in March 2009.
|
(2)
|
In
April 2009, the Company entered into a Stock Purchase Agreement with a
large shareholder (Seller) to purchase 2,068,973 shares of the Company's
common stock for $6,106,919 (an average price of $2.95 per
share). To finance the purchase, the Company borrowed $5
million under its existing line of credit and issued a promissory note to
the Seller for $1,106,919. The promissory note bore interest at
6% per annum with all principal and unpaid interest due no later than
ninety days from closing. The Company repaid this note in
July 2009 by borrowing $1 million from its revolving line of
credit.
|
(3)
|
In
June 2009, the Company entered into a term loan agreement with its primary
lender for $4.12 million and used the proceeds to reduce its revolving
line of credit balance from $5 million to $880,000. The term of
the loan is for a period of two years with interest accruing at a floating
interest rate based on the 30-day LIBOR plus 3%, subject to a 3.75%
floor. As of September 30, 2009, the interest rate of this loan
was 3.75%. Monthly principal and interest are based on a
ten-year amortization. The aggregate outstanding balance of
principal and interest is due and payable on June 29,
2011.
|
(4)
|
Under
the terms of the revolving line of credit and term loan, the Company is
required to maintain the following financial covenants:
(a)
maintain
at all times a tangible net worth of not less than $10 million and (b)
maintain at all times a ratio of Total Funded Debt to EBITDA of not
greater than 2.5 to 1. The revolving line of credit and term
loan are secured by all tangible and intangible assets of the Company and
also by a mortgage on the Company headquarters building and real estate.
At September 30, 2009, the Company was in compliance with its debt
covenants.
|
(5)
|
The
Company's 2008 revolving loan agreement expired on September 30,
2009. Effective October 1, 2009, the Company renewed with its
primary lender its $5 million revolving line of credit for a term of one
year. Interest, payable monthly, accrues on the oustanding
balance at a floating rate based on the 30-day LIBOR plus 3%, subject to a
4.0% floor.
|
(6)
|
As
described in Note 7, on August 31, 2009, the Company incurred a long-term
obligation of $1,343,881 in the purchase of a Reliv
distributorship. The Company will pay this obligation in
monthly payments of principal and interest totaling $18,994 over a seven
year term with an annual interest rate of
5%.
|
Note
7—
|
Purchase
of Reliv Distributorship
|
Three months ended
September 30,
|
Nine months ended
September 30,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Net
sales
|
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
Costs
and expenses:
|
||||||||||||||||
Cost
of products sold
|
21.3 | 18.7 | 19.8 | 17.6 | ||||||||||||
Distributor
royalties and commissions
|
37.9 | 39.1 | 37.8 | 39.3 | ||||||||||||
Selling,
general and administrative
|
38.6 | 37.5 | 38.2 | 37.4 | ||||||||||||
Income
from operations
|
2.2 | 4.7 | 4.2 | 5.7 | ||||||||||||
Interest
expense
|
(0.3 | ) | (0.1 | ) | (0.2 | ) | (0.0 | ) | ||||||||
Interest
and other income/(expense)
|
0.5 | (0.6 | ) | 0.4 | 0.1 | |||||||||||
Income
before income taxes
|
2.4 | 4.0 | 4.4 | 5.8 | ||||||||||||
Provision
for income taxes
|
0.8 | 1.8 | 1.7 | 2.3 | ||||||||||||
Net
income
|
1.6 | % | 2.2 | % | 2.7 | % | 3.5 | % |
Three months ended September 30,
|
||||||||||||||||||||||||
2009
|
2008
|
Change
from prior year
|
||||||||||||||||||||||
Amount
|
%
of Net
Sales
|
Amount
|
%
of Net
Sales
|
Amount
|
%
|
|||||||||||||||||||
(dollars in thousands)
|
||||||||||||||||||||||||
United
States
|
$ | 18,262 | 87.4 | % | $ | 20,814 | 87.2 | % | $ | (2,552 | ) | (12.3 | )% | |||||||||||
Australia/New
Zealand
|
620 | 3.0 | 667 | 2.8 | (47 | ) | (7.0 | ) | ||||||||||||||||
Canada
|
428 | 2.0 | 404 | 1.7 | 24 | 5.9 | ||||||||||||||||||
Mexico
|
392 | 1.9 | 389 | 1.6 | 3 | 0.8 | ||||||||||||||||||
Europe
|
314 | 1.5 | 322 | 1.4 | (8 | ) | (2.5 | ) | ||||||||||||||||
Asia
|
870 | 4.2 | 1,265 | 5.3 | (395 | ) | (31.2 | ) | ||||||||||||||||
Consolidated
total
|
$ | 20,886 | 100.0 | % | $ | 23,861 | 100.0 | % | $ | (2,975 | ) | (12.5 | )% |
Nine months ended September 30,
|
||||||||||||||||||||||||
2009
|
2008
|
Change from prior year
|
||||||||||||||||||||||
Amount
|
% of Net
Sales
|
Amount
|
% of Net
Sales
|
Amount
|
%
|
|||||||||||||||||||
(dollars in thousands)
|
||||||||||||||||||||||||
United
States
|
$ | 57,281 | 88.5 | % | $ | 65,934 | 86.6 | % | $ | (8,653 | ) | (13.1 | )% | |||||||||||
Australia/New
Zealand
|
1,672 | 2.6 | 2,096 | 2.8 | (424 | ) | (20.2 | ) | ||||||||||||||||
Canada
|
1,076 | 1.7 | 1,301 | 1.7 | (225 | ) | (17.3 | ) | ||||||||||||||||
Mexico
|
1,018 | 1.6 | 1,269 | 1.7 | (251 | ) | (19.8 | ) | ||||||||||||||||
Europe
|
927 | 1.4 | 1,226 | 1.6 | (299 | ) | (24.4 | ) | ||||||||||||||||
Asia
|
2,756 | 4.2 | 4,266 | 5.6 | (1,510 | ) | (35.4 | ) | ||||||||||||||||
Consolidated
total
|
$ | 64,730 | 100.0 | % | $ | 76,092 | 100.0 | % | $ | (11,362 | ) | (14.9 | )% |
September 30, 2009
|
September 30, 2008
|
% Change
|
|||||||||||||||||||
Active
Distributors
|
Master
Affiliates and
Above
|
Active
Distributors
|
Master
Affiliates and
Above
|
Active
Distributors
|
Master
Affiliates and
Above
|
||||||||||||||||
United
States
|
54,460
|
8,390
|
54,210
|
10,630
|
0.5
|
%
|
(21.1
|
)%
|
|||||||||||||
Australia/New
Zealand
|
2,490
|
190
|
2,480
|
230
|
0.4
|
(17.4
|
)
|
||||||||||||||
Canada
|
1,190
|
120
|
1,250
|
160
|
(4.8
|
)
|
(25.0
|
)
|
|||||||||||||
Mexico
|
1,960
|
240
|
1,550
|
240
|
26.5
|
0.0
|
|||||||||||||||
Europe
|
1,110
|
160
|
1,190
|
190
|
(6.7
|
)
|
(15.8
|
)
|
|||||||||||||
Asia
|
7,100
|
780
|
7,860
|
1,000
|
(9.7
|
)
|
(22.0
|
)
|
|||||||||||||
Consolidated
total
|
68,310
|
9,880
|
68,540
|
12,450
|
(0.3
|
)%
|
(20.6
|
)%
|
Exhibit
|
||
Number
|
Document
|
|
10.1
|
Purchase
agreement by and among Michael G. Williams, Julie T. Williams, and Reliv
International, Inc. dated August 31, 2009 (incorporated by reference to
Exhibit 10.1 to the Form 8-K of the Registrant filed September 3,
2009).
|
|
10.2
|
Stock
Purchase Agreement among the Paul and Jane Meyer Family Foundation and
Reliv International, Inc. dated April 23, 2009 (incorporated by reference
to Exhibit 10.1 to the Form 8-K of the Registrant filed April 28,
2009).
|
|
10.3
|
Letter
Agreement dated June 29, 2009 by and between the Registrant and Southwest
Bank, an M&I Bank (incorporated by reference to Exhibit 10.1 to the
Form 8-K of the Registrant filed July 6, 2009).
|
|
10.4
|
Promissory
Note dated June 29, 2009 by the Registrant in favor of Southwest Bank, an
M&I Bank (incorporated by reference to Exhibit 10.2 to the Form 8-K of
the Registrant filed July 6, 2009).
|
|
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).
|
RELIV’ INTERNATIONAL,
INC.
|
|
By:
|
/s/ Robert L. Montgomery
|
Robert
L. Montgomery, Chairman of the Board of Directors, President and Chief
Executive Officer
|
|
Date: November
9, 2009
|
|
By:
|
/s/ Steven D. Albright
|
Steven
D. Albright, Chief Financial Officer (and accounting
officer)
|
|
Date: November
9, 2009
|
Exhibit
|
||
Number
|
Document
|
|
10.1
|
Purchase
agreement by and among Michael G. Williams, Julie T. Williams, and Reliv
International, Inc. dated August 31, 2009 (incorporated by reference to
Exhibit 10.1 to the Form 8-K of the Registrant filed September 3,
2009).
|
|
10.2
|
Stock
Purchase Agreement among the Paul and Jane Meyer Family Foundation and
Reliv International, Inc. dated April 23, 2009 (incorporated by reference
to Exhibit 10.1 to the Form 8-K of the Registrant filed April 28,
2009).
|
|
10.3
|
Letter
Agreement dated June 29, 2009 by and between the Registrant and Southwest
Bank, an M&I Bank (incorporated by reference to Exhibit 10.1 to the
Form 8-K of the Registrant filed July 6, 2009).
|
|
10.4
|
Promissory
Note dated June 29, 2009 by the Registrant in favor of Southwest Bank, an
M&I Bank (incorporated by reference to Exhibit 10.2 to the Form 8-K of
the Registrant filed July 6, 2009).
|
|
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).
|