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 1, 2013

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 1, 2013, Relìv International, Inc. issued a press release reporting earnings and other financial results for its second quarter ended June 30, 2013. 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 1, 2013 captioned: “Relìv International Reports Second-Quarter Financial Results.”

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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 1, 2013.

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 August 1, 2013 captioned:  “Relìv International Reports Second-Quarter Financial Results.”

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EX-99

Exhibit 99

NEWS RELEASE

For more information, contact:

Steve Albright

Chief Financial Officer

(636) 733-1305

FOR IMMEDIATE DISTRIBUTION

Reliv International Reports Second-Quarter Financial Results

CHESTERFIELD, MO, August 1, 2013 – Reliv International, Inc. (NASDAQ:RELV), a maker of nutritional supplements that promote optimal health, today reported its financial results for the second quarter of 2013.

Net sales for the quarter were $15.4 million, an 8.1 percent decrease from the second quarter last year. Net U.S. sales totaled $11.8 million, down from second-quarter 2012 net sales of $12.9 million. Net sales outside of the United States declined 6.3 percent in the second quarter of 2013 compared to the prior-year quarter as net sales declined by 46.5 percent in Asia, offset by sales increases of 12.6 percent in Europe and 9.2 percent in Australia/New Zealand.

The net loss for the second quarter of 2013 was ($214,000) or ($0.02) per diluted share, compared to net income of $103,000 or $0.01 per diluted share in the 2012 second quarter.

Net sales in Europe increased to $1.96 million in the second quarter of 2013 compared to $1.74 in the prior-year second quarter. “Europe continues to lead all overseas areas in growth as Reliv added France as our 16^th market in May,” said Robert L. Montgomery, chairman and chief executive officer of Reliv. “We anticipate continued growth and are investing in our leadership and resources in Europe.”

Australia/New Zealand increased net sales to $524,000 in the second quarter of 2013 compared to $480,000 in the same quarter in 2012. “We introduced a new pricing structure and a preferred customer program in this region in an effort to spur growth,” Montgomery said. “We implemented similar initiatives in Asia, including new leadership in senior management positions, and I believe these initiatives will lead to a positive turnaround in these markets as well.”

Overall, the reduction in profitability is due to the decline in worldwide sales. Selling, general and administrative expenses increased in 2013 due to a long-term performance-based compensation agreement with Reliv’s European managers that began accruing in the fourth quarter of 2012. Reliv recorded expense of $156,000 in the current quarter and $201,000 for the year-to-date related to the agreement. In addition, unfavorable foreign currency exchange rate fluctuations totaled $68,000 in the quarter due to a strengthening U.S. dollar.

In July 2013, Reliv entered into a license agreement with Soy Labs, LLC to secure exclusive rights to certain intellectual property related to lunasin, a dietary ingredient that promotes optimal health at the epigenetic level. The license covers an issued patent and several patent applications related to lunasin and soy-related peptides, proprietary information, and manufacturing processes of Soy Labs, LLC.

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“Part of our long-term sales and marketing strategy worldwide is to position Reliv to benefit from the growing popularity of epigenetics,” Montgomery said. “The science of epigenetics is now hitting mainstream media and we believe nutritional epigenetics will soon follow. Our license of the intellectual property related to the commercialization of lunasin positions Reliv as industry leader in this emerging field of study.”

“Our LunaRich product line, which optimizes lunasin levels, has energized our distributor force and shown significant potential for sales growth,” he added. “Reliv Now® with LunaRich has become our top seller, comprising 18.4 percent of net sales in the United States in the second quarter 2013, while LunaRich X™, launched in January 2013, accounted for 8.5 percent of second quarter 2013 net sales in the United States. For the first time Reliv now controls an ingredient in its entirety, from the proprietary extraction process to the patented mechanisms of action within the body. I believe this places Reliv in a unique position in the industry and provides an opportunity for growth.”

Net sales for the first six months of 2013 were $34.3 million, which represents a 6.1 percent decrease from the same period in 2012. Reliv’s international net sales declined 6.0 percent in the first half of 2013 compared with the first half of last year. In the United States, net sales declined 6.2 percent.

Reliv reported a net loss of ($19,000), or ($0.00) per diluted share in the first six months of 2013, compared to net income of $635,000 or $0.05 per diluted share in the same period of 2012.

Reliv’s total distributor count was 53,390 as of June 30, 2013 – a decrease of 9.9 percent from the same date in 2012 – of which 5,910 are Master Affiliate level and above. The number of Master Affiliates decreased by 7.9 percent compared to the year ago total. Master Affiliate is the level at which distributors are eligible to earn generation royalties.

Reliv had cash and cash equivalents of $4.26 million as of June 30, 2013, a decrease of $1.25 million over the same date last year.

About Reliv International, Inc.
Reliv International, Inc., based in Chesterfield, MO, produces nutritional supplements that promote optimal nutrition along with premium skincare products. Reliv supplements address essential nutrition, weight loss, athletic performance, digestive health, women's health, anti-aging and healthy energy. Reliv is the exclusive provider of LunaRich® products, which optimize levels of lunasin, the peptide behind many of soy’s health benefits. The company sells its products through an international network marketing system of independent distributors in 16 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 –

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Reliv International, Inc. and Subsidiaries
ADD TWO
Condensed Consolidated Balance Sheets
	June 30	December 31
	2013	2012
	(Unaudited)
Assets
Current Assets:
Cash and cash equivalents	$4,255,963	$5,801,042
Accounts receivable, less allowances of
$32,000 in 2013 and $35,700 in 2012	172,899	247,087
Accounts and notes due from employees and distributors	141,372	109,346
Inventories	5,582,010	5,262,916
Other current assets	1,770,872	1,070,301
Total current assets	11,923,116	12,490,692
Other assets	4,450,630	4,212,442
Intangible assets, net	1,366,630	1,443,635
Net property, plant and equipment	6,875,143	7,111,772
Total Assets	$24,615,519	$25,258,541
Liabilities and Stockholders' Equity
Total current liabilities	$6,363,528	$6,614,631
Long-term debt, less current maturities	2,194,129	2,401,312
Other non-current liabilities	796,162	660,728
Stockholders' equity	15,261,700	15,581,870
Total Liabilities and Stockholders' Equity	$24,615,519	$25,258,541

Consolidated Statements of Operations
	Three months ended June 30				Six months ended June 30
	2013		2012		2013		2012
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Product sales	$14,165,463		$14,894,640		$31,054,921		$32,509,480
Handling & freight income	1,259,945		1,886,064		3,227,751		4,014,868
Net Sales	15,425,408		16,780,704		34,282,672		36,524,348
Costs and expenses:
Cost of products sold	3,057,940		3,220,860		6,961,798		7,121,441
Distributor royalties and commissions	5,617,245		6,319,613		12,620,448		13,774,773
Selling, general and administrative	6,972,599		7,021,658		14,488,088		14,495,904
Total Costs and Expenses	15,647,784		16,562,131		34,070,334		35,392,118
Income (loss) from operations	(222,376	)	218,573		212,338		1,132,230
Other income (expense):
Interest income	38,668		40,863		75,832		50,177
Interest expense	(18,493	)	(31,295	)	(35,995	)	(62,214	)
Other income (expense)	(64,544	)	(38,564	)	(91,119	)	(61,232	)
Income (loss) before income taxes	(266,745	)	189,577		161,056		1,058,961
Provision (benefit) for income taxes	(53,000	)	87,000		180,000		424,000
Net Income (loss)	($213,745	)	$102,577		($18,944	)	$634,961
Earnings (loss) per common share - Basic	($0.02	)	$0.01		($0.00	)	$0.05
Weighted average shares	12,616,000		12,507,000		12,617,000		12,499,000
Earnings (loss) per common share - Diluted	($0.02	)	$0.01		($0.00	)	$0.05
Weighted average shares	12,708,000		12,678,000		12,707,000		12,658,000
Cash dividends declared per common share	$0.02		$0.02		$0.02		$0.02

Reliv International, Inc. and Subsidiaries
ADD THREE
Net sales by Market
(in thousands)
	Three months ended June 30,										Change From
	2013					2012					Prior Year
	Amount		% of Net Sales			Amount		% of Net Sales			Amount			%
United States	$	11,828		76.7	%	$	12,943		77.1	%	$	(1,115	)		-8.6	%
Australia/New Zealand		524		3.4	%		480		2.9	%		44			9.2	%
Canada		372		2.4	%		439		2.6	%		(67	)		-15.3	%
Mexico		256		1.7	%		271		1.6	%		(15	)		-5.5	%
Europe		1,960		12.7	%		1,741		10.4	%		219			12.6	%
Asia		485		3.1	%		907		5.4	%		(422	)		-46.5	%
Consolidated total	$	15,425		100.0	%	$	16,781		100.0	%	$	(1,356	)		-8.1	%

Net sales by Market
(in thousands)
	Six months ended June 30,										Change From
	2013					2012					Prior Year
	Amount		% of Net Sales			Amount		% of Net Sales			Amount			%
United States	$	26,938		78.6	%	$	28,713		78.6	%	$	(1,775	)		-6.2	%
Australia/New Zealand		973		2.8	%		1,020		2.8	%		(47	)		-4.6	%
Canada		926		2.7	%		989		2.7	%		(63	)		-6.4	%
Mexico		534		1.6	%		558		1.6	%		(24	)		-4.3	%
Europe		3,979		11.6	%		3,335		9.1	%		644			19.3	%
Asia		933		2.7	%		1,909		5.2	%		(976	)		-51.1	%
Consolidated total	$	34,283		100.0	%	$	36,524		100.0	%	$	(2,241	)		-6.1	%

The following table sets forth, as of June 30, 2013 and 2012, 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.

Active Distributors and Master Affiliates and above by Market

	As of 6/30/2013				As of 6/30/2012				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		38,860		4,180		42,080		4,790		-7.7	%		-12.7	%
Australia/New Zealand		1,570		200		1,940		130		-19.1	%		53.8	%
Canada		1,260		180		1,320		200		-4.5	%		-10.0	%
Mexico		1,150		130		1,800		150		-36.1	%		-13.3	%
Europe		6,490		780		6,020		600		7.8	%		30.0	%
Asia		4,060		440		6,070		550		-33.1	%		-20.0	%
Consolidated total		53,390		5,910		59,230		6,420		-9.9	%		-7.9	%
						** 30 **