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 the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 29, 2008

RELIV’ INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-11768	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))

Item 2.02. Results of Operations and Financial Condition

On October 29, 2008, Relìv International, Inc. issued a press release reporting earnings and other financial results for its three- and nine-month periods ended September 30, 2008. A copy of the press release is attached as Exhibit 99.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

99 Press Release dated October 29, 2008 captioned: “Relìv International Reports Third-Quarter Results.”

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Relìv 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 October 29, 2008.

RELIV’ INTERNATIONAL, INC.

By:          /s/ Steven D. Albright                      

Steven D. Albright

Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99	Press Release dated October 29, 2008 captioned: “Relìv International Reports Third-Quarter Results.”

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EX-99

EXHIBIT 99

NEWS RELEASE

For more information, contact:

Steve Albright	or:	Fred Nielson
Chief Financial Officer		Investor Relations
(636) 733-1305		(636) 733-1314

FOR IMMEDIATE DISTRIBUTION

RELIV INTERNATIONAL REPORTS THIRD-QUARTER RESULTS

CHESTERFIELD, Mo., Oct. 29, 2008 - Reliv International, Inc. (NASDAQ:RELV), a nutrition and direct selling company, today reported net sales for the third quarter of $23.9 million, compared to net sales of $25.1 million in the third quarter last year.

Net income for the third quarter equaled $536,000 or $0.04 per diluted share, compared to net income of $901,000 or $0.06 per diluted share in the third quarter of 2007.

For the nine months ended Sept. 30, net sales equaled $76.1 million compared to $86.4 million in the first nine months of 2007. Net income was $2.6 million through three quarters of 2008, or $0.17 per diluted share, compared to $4.3 million or $0.27 per diluted share for the same period last year. Excluding the one-time, after-tax charge related to restructuring Reliv’s European operations in this year’s second quarter, earnings through nine months would have been $2.7 million, and earnings per share would have been $0.18.

Net sales in the United States equaled $20.8 million in the third quarter compared to net sales of $22.0 million in the third quarter of 2007, a 5.4 percent decline. International net sales (sales outside of the United States) declined 2.1 percent to $3.0 million from $3.1 million in the third quarter of last year.

As of Sept. 30, 2008, Reliv’s distributor base totaled approximately 68,540, which represents a slight drop from a year ago.

“The third quarter was not as strong as we had hoped for, and we believe the shocks to the U.S. economy in September played a role in our sales decline,” said Robert L. Montgomery, president, chairman and chief executive officer of Reliv.

“Short-term, restructuring our European operations significantly reduced our pre-tax losses in that region as we expected. But that improvement was negated by lower U.S. pre-tax profits resulting from a sales decline,” Montgomery said.

- MORE -

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Reliv International, Inc. and Subsidiaries

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“We launched an automatic shipping program in the U.S. at our International Conference in August, which we believe will be a long-term positive for our business. We also launched the program in Australia this month,” he added.

“In addition to a planned product launch on Nov. 8, we continue to look for proven incentive programs to stimulate sales, and we have a national conference for U.S. distributors scheduled for February 2009, which should further motivate our field,” Montgomery said.

Selling, general and administrative (SG&A) costs in the third quarter were down compared to SG&A expenses in the year-ago quarter, and Reliv also achieved a slight drop in SG&A as a percentage of sales. Lower SG&A figures in the United States and Germany helped lead to the decline.

Cash from operations for the first nine months of 2008 equaled $3.6 million, and we had cash on hand at the end of the quarter of $5.8 million.

“We are focused on turning around our U.S. business by sticking to the basics: Reliv makes nutrition simple. Our products can play a role in supporting many thousands of people’s efforts to live a healthier life. In addition, we offer distributors an outstanding business opportunity,” he added.

Reliv will host a conference call to discuss third-quarter earnings with investors at 1:00 p.m. Eastern Daylight Time on October 29. The dial-in number for investors is 888-680-0869. The participant passcode is 23697341. To register, please call in 15 minutes prior to start of the call. A replay of this call will be available for one week by telephone from 3:00 p.m. Eastern by calling 888-286-8010 and using the passcode 79877419. A live web cast of this call will be available through the Investor Relations section of Reliv’s Web site, http://www.reliv.com/US/EN/Conference%20Calls%20Presentations.html. An online archive of the broadcast will be available on Reliv’s Web site in the Investor Relations section 24 hours after the call concludes.

About Reliv

Reliv International, Inc., based in Chesterfield, Mo., is a developer, manufacturer and marketer of a proprietary line of nutritional supplements. Reliv supplements address essential daily nutrition, weight loss and targeted solutions such as energy and performance enhancement, digestive health, women’s health and anti-aging. Reliv sells its products through an international network marketing system of approximately 68,500 independent distributors. Additional information about Reliv International, Inc. can be obtained on the Web at www.reliv.com.

--FINANCIAL HIGHLIGHTS FOLLOW -

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Reliv International, Inc. and Subsidiaries
ADD THREE
Condensed Consolidated Balance Sheets
	September 30		December 31
	2008		2007
	(Unaudited)
Assets
Current Assets:
Cash and cash equivalents	$	5,761,294	$	11,694,699
Short-term investments		-		398,592
Accounts and notes receivable, less allowances of
$8,400 in 2008 and $8,300 in 2007		517,051		811,634
Accounts due from employees and distributors		241,945		204,705
Inventories		6,782,918		6,179,238
Other current assets		1,816,976		1,798,932
Total current assets		15,120,184		21,087,800
Other assets		2,804,587		2,999,903
Accounts due from employees and distributors		178,391		319,883
Net property, plant and equipment		9,115,506		9,199,185
Total Assets	$	27,218,668	$	33,606,771
Liabilities and Stockholders' Equity
Total current liabilities	$	8,520,808	$	8,574,257
Total non-current liabilities		956,990		1,227,313
Stockholders' equity		17,740,870		23,805,201
Total Liabilities and Stockholders' Equity	$	27,218,668	$	33,606,771

Consolidated Statements of Income
	Three months ended September 30						Nine months ended September 30
	2008			2007			2008			2007
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Product sales	$	21,226,975		$	22,501,899		$	67,719,727		$	77,450,784
Handling & freight income		2,633,832			2,619,260			8,372,176			8,958,556
Net Sales		23,860,807			25,121,159			76,091,903			86,409,340
Costs and expenses:
Cost of products sold		4,464,874			4,320,557			13,410,310			14,780,889
Distributor royalties and commissions		9,320,880			9,926,735			29,865,734			34,458,125
Selling, general and administrative		8,950,900			9,740,241			28,472,176			30,969,921
Total Costs and Expenses		22,736,654			23,987,533			71,748,220			80,208,935
Income from operations		1,124,153			1,133,626			4,343,683			6,200,405
Other income (expense):
Interest income		64,329			122,788			299,893			498,904
Interest expense		(21,011	)		(159	)		(31,405	)		(732	)
Other income (expense)		(211,550	)		73,302			(229,139	)		268,540
Income before income taxes		955,921			1,329,557			4,383,032			6,967,117
Provision for income taxes		420,000			429,000			1,752,000			2,623,000
Net Income	$	535,921		$	900,557		$	2,631,032		$	4,344,117
Earnings per common share - Basic	$	0.04		$	0.06		$	0.17		$	0.27
Weighted average shares		14,806,000			15,938,000			15,498,000			16,166,000
Earnings per common share - Diluted	$	0.04		$	0.06		$	0.17		$	0.27
Weighted average shares		14,810,000			16,171,000			15,502,000			16,374,000
Cash dividends declared per common share	$	-		$	-		$	0.05		$	0.05

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Reliv International, Inc. and Subsidiaries

ADD FOUR

The following tables summarize net sales by geographic market ranked by the date we began operations in each market.

Net sales by Market

(in thousands)

	Three months ended September 30,										Change From
	2008					2007					Prior Year
	Amount		% of sales			Amount		% of sales			Amount			%
United States		20,814		87.2	%		22,009		87.6	%		(1,195	)		-5.4	%
Australia/New Zealand		667		2.8	%		715		2.8	%		(48	)		-6.7	%
Canada		404		1.7	%		378		1.5	%		26			6.9	%
Mexico		389		1.6	%		351		1.4	%		38			10.8	%
United Kingdom/Ireland		234		1.0	%		242		1.0	%		(8	)		-3.3	%
Philippines		583		2.4	%		809		3.2	%		(226	)		-27.9	%
Malaysia/Singapore		682		2.9	%		419		1.7	%		263			62.8	%
Germany		88		0.4	%		198		0.8	%		(110	)		-55.6	%
Consolidated Total		23,861		100.0	%		25,121		100.0	%		(1,260	)		-5.0	%

Net sales by Market

(in thousands) 

	Nine months ended September 30,										Change From
	2008					2007					Prior Year
	Amount		% of sales			Amount		% of sales			Amount			%
United States		65,934		86.7	%		77,215		89.4	%		(11,281	)		-14.6	%
Australia/New Zealand		2,096		2.8	%		2,090		2.4	%		6			0.3	%
Canada		1,301		1.7	%		1,196		1.4	%		105			8.8	%
Mexico		1,269		1.7	%		1,155		1.3	%		114			9.9	%
United Kingdom/Ireland		791		1.0	%		781		0.9	%		10			1.3	%
Philippines		2,092		2.7	%		2,108		2.4	%		(16	)		-0.8	%
Malaysia/Singapore		2,174		2.8	%		1,173		1.4	%		1,001			85.3	%
Germany		435		0.6	%		691		0.8	%		(256	)		-37.0	%
Consolidated Total		76,092		100.0	%		86,409		100.0	%		(10,317	)		-11.9	%

The following table sets forth, as of September 30, 2008 and 2007, 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 its 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 Affiliates and above in their downline organization. Growth in the number of active distributors and Master Affiliates and above is a key factor in continuing the growth of our business.

 

Active Distributors and Master Affiliates and above by Market

	As of 9/30/2008				As of 9/30/2007				Change in %
	Active Distributors		Master Affiliates and Above		Active Distributors		Master Affiliates and Above		Active Distributors			Master Affiliates and Above
United States		54,210		10,630		57,420		13,600		-5.6	%		-21.8	%
Australia/New Zealand		2,480		230		2,510		280		-1.2	%		-17.9	%
Canada		1,250		160		1,150		160		8.7	%		0.0	%
Mexico		1,550		240		1,380		220		12.3	%		9.1	%
United Kingdom/Ireland		750		110		790		120		-5.1	%		-8.3	%
Philippines		4,590		420		4,460		370		2.9	%		13.5	%
Malaysia/Singapore		3,270		580		2,230		310		46.6	%		87.1	%
Germany		440		80		560		140		-21.4	%		-42.9	%
Consolidated Total		68,540		12,450		70,500		15,200		-2.8	%		-18.1	%

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