SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE ACT
OF 1934 for the fiscal year ended December 31, 2000; or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
RELIV' INTERNATIONAL, INC.
401(k) PLAN
(Full Title of Plan)
RELIV' INTERNATIONAL, INC.
(Name of Issuer of the Securities Held Pursuant to the Plan)
Commission File No. 1-11768
Delaware 37-1172197
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
136 Chesterfield Industrial Boulevard, Chesterfield, Missouri 63005
(Address of principal executive offices) (Zip Code)
(636) 537-9715
(Registrant's telephone number, including area code)
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: June 28, 2001 RELIV' INTERNATIONAL, INC. 401(k) PLAN
By:/s/ Stephen M. Merrick
-----------------------------------------
Stephen M. Merrick, Senior Vice President
of Reliv' International, Inc., Trustee
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
Reliv International, Inc. 401(k) Plan
December 31, 2000 and 1999, and the year ended December 31, 2000
with Report of Independent Auditors
Reliv International, Inc.
401(k) Plan
Financial Statements
and Supplemental Schedule
December 31, 2000 and 1999, and the year ended December 31, 2000
Contents
Report of Independent Auditors.............................................. 1
Financial Statements
Statements of Net Assets Available for Benefits............................. 2
Statement of Changes in Net Assets Available for Benefits................... 3
Notes to Financial Statements............................................... 4
Supplemental Schedule
Schedule H, Line 4i - Schedule of Assets (Held at End of Year).............. 8
Exhibits
Consent of Independent Accountants...................................Exhibit 23
Report of Independent Auditors
The Plan Administrator
Reliv International, Inc. 401(k) Plan
We have audited the accompanying statements of net assets available for benefits
of Reliv International, Inc. 401(k) Plan as of December 31, 2000 and 1999, and
the related statement of changes in net assets available for benefits for the
year ended December 31, 2000. These financial statements are the responsibility
of the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 2000 and 1999, and the changes in its net assets available for
benefits for the year ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental schedule of assets (held at end of
year) as of December 31, 2000 is presented for purposes of additional analysis
and is not a required part of the financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in our audit of the financial statements and, in our opinion, is fairly stated
in all material respects in relation to the financial statements taken as a
whole.
/s/ Ernst & Young LLP
June 1, 2001
1
Reliv International, Inc.
401(k) Plan
Statements of Net Assets Available for Benefits
December 31
2000 1999
---------------------------
Assets
Investments, at fair value:
Cash $ 26,410 $ 20,469
Variable annuities 1,462,160 1,677,552
Reliv International, Inc. stock 434,111 260,849
Life insurance policy 42,483 56,731
Participant notes receivable 54,466 59,438
---------------------------
Total investments 2,019,630 2,075,039
Receivables:
Participants' contributions 20,462 11,167
Employer's contributions 15,347 5,844
---------------------------
Total receivables 35,809 17,011
---------------------------
Total assets 2,055,439 2,092,050
Liabilities
Employer prepaid contributions 22,153 --
---------------------------
Net assets available for benefits $2,033,286 $2,092,050
===========================
See accompanying notes.
2
Reliv International, Inc.
401(k) Plan
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2000
Additions
Investment income:
Net realized and unrealized depreciation in fair value of
investments $ (295,409)
Interest and dividends 5,818
Changes in the cash surrender value of life insurance (14,249)
-----------
(303,840)
Contributions:
Employer 159,565
Participants 239,258
-----------
398,823
-----------
Total additions 94,983
Deductions
Benefits paid to participants 153,120
Administrative expenses 627
-----------
Total deductions 153,747
-----------
Net decrease in net assets available for benefits (58,764)
Net assets available for benefits:
Beginning of year 2,092,050
-----------
End of year $ 2,033,286
===========
See accompanying notes.
3
Reliv International, Inc.
401(k) Plan
Notes to Financial Statements
December 31, 2000
1. Description of the Plan
The following description of the Reliv International, Inc. 401(k) Plan (the
Plan) provides only general information. Participants should refer to the plan
agreement for a more complete description of the Plan's provisions.
General
The Plan is a defined contribution plan covering all employees of Reliv
International, Inc. (the Company) who have one year of service and have attained
the age of 21. It is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
Contributions
Each year participants may contribute from 1 percent to 15 percent of eligible
compensation as defined in the Plan. The Plan provides for discretionary
matching contributions. During the year ended December 31, 2000, the Company
contributed on behalf of each participant an amount equal to .75 percent of the
first 8.5 percent of the participant's compensation actually deferred.
Participants may also contribute amounts representing distributions from other
qualified defined benefit or defined contribution plans. All contributions are
subject to applicable limitations.
Upon enrollment, a participant may direct employee contributions and any
allocated Company contributions to any of the Plan's investment options, which
include Company stock and a variable group annuity contract offered by The
Equitable Life Assurance Society of the United States. The variable group
annuity contract offers investments in various underlying mutual funds.
Vesting
Participants are immediately vested in their contributions plus actual earnings
thereon. Vesting in the Company matching contributions plus actual earnings
thereon is based on years of continuous service, as defined. A participant vests
20 percent per year starting with his or her second year of service and is fully
vested after six years of continuous service. Forfeitures arising from nonvested
accounts at the time of termination are used to reduce subsequent Company
contributions to the Plan.
4
Reliv International, Inc.
401(k) Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Participant Accounts
Each participant's account is credited with the participant's contribution and
allocations of (a) the Company's contribution and (b) plan earnings and is
charged with an allocation of administrative expenses. Allocations are based on
participant earnings or account balances, as defined. The benefit to which a
participant is entitled is the benefit that can be provided from the vested
portion of the participant's account.
Participant Loans
Participants may borrow from their fund accounts a minimum of $1,000 up to a
maximum equal to the lesser of $50,000 or 50 percent of their vested account
balance. Loan terms range from 1 to 5 years or up to 15 years for the purchase
of a primary residence. The loans are secured by the balance in the
participant's account and bear interest at a rate commensurate with local
prevailing rates as determined by the plan administrator. Principal and interest
is paid ratably through payroll deductions.
Payment of Benefits
On termination of service due to death, disability, or retirement, a participant
may elect to receive either a lump-sum amount equal to the value of the
participant's vested interest in his or her account or annual installments. For
termination of service for other reasons, a participant may receive the value of
the vested interest in his or her account as a lump-sum distribution.
2. Summary of Significant Accounting Policies
Basis of Accounting
The financial statements have been prepared on the accrual basis of accounting.
Valuation of Investments and Income Recognition
The Plan's investments are stated at fair value. The shares of the Company's
stock are valued at the closing price as quoted on the NASDAQ for the last
business day of the year. Shares in variable annuities are valued at their
accumulated unit values for the last
5
Reliv International, Inc.
401(k) Plan
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
Valuation of Investments and Income Recognition (continued)
day of the year. Life insurance policies are recorded at their cash surrender
values. Participant loans are valued at cost which approximates fair market
value. Interest income is recognized on the accrual basis. Dividends are
recorded on the ex-dividend date.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
Forfeitures
Forfeitures of nonvested participant accounts are used to reduce future employer
contributions. The forfeiture credits amounted to $20,700 for the year ended
December 31, 2000.
Administrative Expenses
Expenses of the Plan are paid by the Company, except for participant loan and
recordkeeping fees which are charged to the applicable participants.
3. Investments
All investments are participant-directed.
6
Reliv International, Inc.
401(k) Plan
Notes to Financial Statements (continued)
3. Investments (continued)
Investments that represent 5 percent or more of the fair value of the Plan's net
assets available for benefits at December 31, 2000 and 1999, are summarized as
follows:
December 31
2000 1999
-----------------------
Investment interests in pooled separate accounts:
Momentum Administrative Services:
EQ American Century International Growth $113,341 Less than 5%
Alliance Common Stock Fund 369,539 $382,362
EQ AIM Balanced Fund 110,237 163,806
EQ Janus Worldwide Fund 275,344 365,722
EQ Alliance Technology Fund 475,569 656,512
Investments in company stock:
Reliv International, Inc. 434,111 260,849
During 2000, the Plan's investments (including investments bought, sold, and
held during the year) in variable annuities and the Company's stock
(depreciated) appreciated in value by $(315,435) and $20,026, respectively.
4. Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of plan termination,
participants will become 100 percent vested in their accounts.
5. Income Tax Status
The Internal Revenue Service has determined and informed the Company be a letter
dated November 27, 1998 that the Plan is designed in accordance with applicable
provisions of the Internal Revenue Code (IRC). Once qualified, the Plan is
required to operate in conformity with the IRC to maintain its qualification.
The Plan's sponsor has indicated that it will take the necessary steps, if any,
to maintain the Plan's qualified status.
7
Supplemental Schedule
Reliv International, Inc.
401(k) Plan
EIN: 37-1172197 Plan No. 002
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2000
Current
Identify of Issuer Description of Investment Value
- ------------------------------------------------------------------------------------------------------------------
EQ American Century: Twentieth Century
International Growth* 6,556.3066 units, variable annuity $ 113,341
Alliance Common Stock* 1,335.2361 units, variable annuity 369,539
EQ AIM Balanced Fund* 7,578.5905 units, variable annuity 110,237
EQ Franklin Custodian Fund - U.S. Government
Securities Series* 72.2102 units, variable annuity 892
EQ Janus Worldwide Fund* 14,890.3444 units, variable annuity 275,344
EQ SSgA S&P 500 Index Fund* 857.4243 units, variable annuity 14,797
EQ Strong Growth Fund* 2,429.6446 units, variable annuity 53,763
EQ Alliance Technology Fund* 23,753.3626 units, variable annuity 475,569
Guaranteed Interest Account* Fixed annuity (rate of 4.75%) 48,678
Reliv International, Inc. 347,289 shares of company stock 434,111
Equitable Life Insurance Policy* Cash surrender value of life insurance 42,483
Evergreen CRT Money Market Portfolio Money market account 388
Cash On deposit 26,022
Various participant loans Participant loans, interest rates of
8.5% to 10.5%, maturing between 2001
and 2005 54,466
------------------
Assets held for investment purposes at end of
year $ 2,019,630
==================
* Represents a party-in-interest.
8