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):  August 3, 2011

RELIV’ INTERNATIONAL, INC.

 (Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-19932	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 August 3, 2011, Relìv International, Inc. issued a press release reporting earnings and other financial results for its second quarter ended June 30, 2011.  A copy of the press release is attached as Exhibit 99.

Item 9.01.  Financial Statements and Exhibits

(c)  Exhibits

99 Press Release dated August 3, 2011 captioned:  “Relìv International Reports Second-Quarter Financial 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 August 3, 2011.

RELIV’ INTERNATIONAL, INC.
By:	/s/ Steven D. Albright
	Steven D. Albright
	Chief Financial Officer

EXHIBIT INDEX

Exhibit No. Description

99 Press Release dated August 3, 2011 captioned:  “Relìv International Reports Second-Quarter Financial Results.”

EX-99

EXHIBIT 99

NEWS RELEASE

For more information, contact:

Steve Albright	or:	Fred Nielson	Barry Murov
Chief Financial Officer		Investor Relations	Media Relations
(636) 733-1305		(636) 733-1314	(636) 733-1303

FOR IMMEDIATE DISTRIBUTION

Reliv International Reports Second-Quarter Financial Results

CHESTERFIELD, Mo., Aug. 3, 2011 – Reliv International, Inc. (NASDAQ:RELV), a maker of nutritional supplements that promote optimal health, today reported its financial results for the second quarter of 2011.

Net sales for the quarter were $18.0 million, a 4.4 percent decrease from the second quarter last year. Net U.S. sales totaled $14.8 million, representing a 7.0 percent decline from the same quarter in 2010. Net sales outside of the United States increased 10.1 percent to $3.2 million, led by a 47.3 percent increase in European net sales, compared to the second quarter 2010.

Net income for the second quarter was $69,000 or $0.01 per diluted share, compared to $206,000 or $0.02 per diluted share in the 2010 second quarter. Earnings declined due to the decrease in U.S. net sales coupled with increases in several of our components of cost of goods sold.  We experienced increases in production costs and higher order shipping costs due to general rate increases and higher fuel surcharges.

“The high unemployment rate, reduced discretionary income due to higher energy costs and declining consumer sentiment combined to hinder our efforts to increase sales in the United States,” Robert L. Montgomery, chairman, president and chief executive officer.

“To combat those trends, we have a number of activities that we believe will lead to higher sales by the fourth quarter of 2011 or early 2012,” Montgomery said. “We have powerful sales promotions which we plan to launch in the second half of the year, for example. We have an exciting international conference planned for later this month. We will continue to implement the new branding initiative we launched in February. Our R&D team has promising new products in the developmental stage.”

Net sales for the first six months of 2011 were $39.7 million compared to $41.5 million in the same period in 2010. In the U.S., net sales were down 5.9 percent; international net sales increased 3.8 percent in the first half of 2011 compared to the first half of 2010. Our European operations accounted for most of the increase in net sales outside of the United States.

- MORE -

Reliv International Second-Quarter Financial Results

ADD ONE

Net income for the first six months was $679,000, or $0.05 per diluted share, compared to $952,000 or $0.08 per diluted share in the same period in 2010.

New distributor enrollments in the second quarter declined 10 percent from the number of enrollments in the same quarter last year. Reliv’s total distributor count was 58,450 as of June 30, 2011, down 8.2 percent from the same date last year. There was a significant increase, however, in the number of customers who became distributors. “We view this migration, from a customer to a distributor, as movement in the right direction, and we are looking at ways to encourage more customers to make this choice,” Montgomery said.

“We continue to work with our field to build momentum,” Montgomery said. “We are investing in areas we believe will increase sales. At the same time, we are carefully reviewing our U.S. and international operations for potential improvements and restructuring opportunities.”

Additional financial results

·   Net cash generated from operating activities totaled $1.8 million, equal to the amount we reported in the second quarter of 2010.

·   Reliv had cash and cash equivalents of $7.0 million as of June 30, 2011, a 7.3 percent increase over the same date in 2010.

·   Using an existing stock buyback authorization, Reliv bought back 27,134 shares at an average share price of $2.02 per share during the second quarter.

About Reliv

Reliv International, Inc., based in Chesterfield, Mo., makes nutritional supplements that promote optimal health. Reliv supplements address essential nutrition, weight loss, athletic performance, digestive health, women’s health, anti-aging and energy and mental focus. The company also markets premium personal care products through its Relivables line. Reliv sells its products through an international network marketing system of independent distributors in 15 countries.  Learn more about Reliv at www.reliv.com, or on Facebook, Twitter or YouTube.

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, www.reliv.com.

--FINANCIAL HIGHLIGHTS FOLLOW –

Reliv International, Inc. and Subsidiaries
ADD THREE
Condensed Consolidated Balance Sheets
	June 30			December 31
	2011			2010
	(Unaudited)
Assets
Current Assets:
Cash and cash equivalents	$	7,015,049		$	6,331,038
Accounts receivable, less allowances of
$68,600 in 2011 and $67,100 in 2010		293,379			291,405
Accounts due from employees and distributors		39,052			55,854
Inventories		5,381,842			5,650,790
Other current assets		1,424,942			916,239
Total current assets		14,154,264			13,245,326
Other assets		2,080,262			1,867,976
Intangible assets, net		1,683,232			1,785,987
Net property, plant and equipment		7,649,634			7,944,412
Total Assets	$	25,567,392		$	24,843,701
Liabilities and Stockholders' Equity
Total current liabilities	$	7,166,375		$	6,387,164
Long-term debt, less current maturities		3,863,543			4,150,770
Other non-current liabilities		305,043			375,244
Stockholders' equity		14,232,431			13,930,523
Total Liabilities and Stockholders' Equity	$	25,567,392		$	24,843,701
Consolidated Statements of Income
	Three months ended June 30						Six months ended June 30
		2011			2010			2011			2010
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Product sales	$	15,984,382		$	16,689,178		$	35,311,325		$	36,946,859
Handling & freight income		2,013,540			2,131,453			4,373,451			4,601,024
Net Sales		17,997,922			18,820,631			39,684,776			41,547,883
Costs and expenses:
Cost of products sold		3,815,181			3,716,495			8,035,531			8,272,877
Distributor royalties and commissions		6,746,008			7,069,332			14,866,950			15,549,408
Selling, general and administrative		7,407,498			7,540,728			15,676,366			16,084,179
Total Costs and Expenses		17,968,687			18,326,555			38,578,847			39,906,464
Income from operations		29,235			494,076			1,105,929			1,641,419
Other income (expense):
Interest income		10,222			12,847			25,801			22,373
Interest expense		(35,801	)		(54,775	)		(72,424	)		(106,451	)
Other income (expense)		83,185			(36,128	)		14,335			21,155
Income before income taxes		86,841			416,020			1,073,641			1,578,496
Provision for income taxes		18,000			210,000			395,000			626,000
Net Income	$	68,841		$	206,020		$	678,641		$	952,496
Earnings per common share - Basic	$	0.01		$	0.02		$	0.05		$	0.08
Weighted average shares		12,442,000			12,380,000			12,446,000			12,380,000
Earnings per common share - Diluted	$	0.01		$	0.02		$	0.05		$	0.08
Weighted average shares		12,444,000			12,380,000			12,449,000			12,380,000
Cash dividends declared per common share	$	0.03		$	0.02		$	0.03		$	0.02

Reliv International, Inc. and Subsidiaries
ADD FOUR
Net sales by Market
(in thousands)
	Three months ended June 30,										Change From Prior Year
	2011					2010
	Amount		% of Net Sales			Amount		% of Net Sales			Amount			%
United States	$	14,841		82.5	%	$	15,954		84.7	%	$	(1,113	)		-7.0	%
Australia/New Zealand		596		3.3	%		541		2.9	%		55			10.2	%
Canada		577		3.2	%		542		2.9	%		35			6.5	%
Mexico		354		2.0	%		394		2.1	%		(40	)		-10.2	%
Europe		856		4.7	%		581		3.1	%		275			47.3	%
Asia		774		4.3	%		809		4.3	%		(35	)		-4.3	%
Consolidated total	$	17,998		100.0	%	$	18,821		100.0	%	$	(823	)		-4.4	%
Net sales by Market
(in thousands)
	Six months ended June 30,										Change From Prior Year
		2011					2010
	Amount		% of Net Sales			Amount		% of Net Sales			Amount			%
United States	$	33,306		83.9	%	$	35,403		85.2	%	$	(2,097	)		-5.9	%
Australia/New Zealand		1,215		3.0	%		1,268		3.1	%		(53	)		-4.2	%
Canada		1,175		3.0	%		1,129		2.7	%		46			4.1	%
Mexico		702		1.8	%		787		1.9	%		(85	)		-10.8	%
Europe		1,579		4.0	%		1,001		2.4	%		578			57.7	%
Asia		1,708		4.3	%		1,960		4.7	%		(252	)		-12.9	%
Consolidated total	$	39,685		100.0	%	$	41,548		100.0	%	$	(1,863	)		-4.5	%

The following table sets forth, as of June 30, 2011 and 2010, 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 6/30/2011				As of 6/30/2010				Change in %
	Total  Active Distributors		Master Affiliates and Above		Total  Active Distributors		Master Affiliates and Above		Total  Active Distributors			Master Affiliates and Above
United States		45,880		5,680		49,630		6,430		-7.6	%		-11.7	%
Australia/New Zealand		2,120		150		2,520		190		-15.9	%		-21.1	%
Canada		1,360		190		1,360		160		0.0	%		18.8	%
Mexico		1,430		220		2,210		310		-35.3	%		-29.0	%
Europe		2,860		280		1,630		230		75.5	%		21.7	%
Asia		4,800		440		6,310		610		-23.9	%		-27.9	%
Consolidated total		58,450		6,960		63,660		7,930		-8.2	%		-12.2	%

** 30 **