8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): January 27, 2011

NUTRACEUTICAL INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State of incorporation) 000-23731 (Commission
File Number) 87-0515089 (IRS Employer
Identification No.)

1400 Kearns Boulevard, 2nd Floor Park City, Utah
(Address of principal executive offices) 84060
(Zip Code)

Registrant’s telephone number, including area code: (435) 655-6106

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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-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 January 27, 2011, Nutraceutical International Corporation reported results for the fiscal 2011 first quarter ended December 31, 2010.  The press release reporting the results is attached to this Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

Exhibits.

99.1Press release issued by Nutraceutical dated January 27, 2011.

This Form 8-K and the attached Exhibit are furnished to comply with Item 2.02 and Item 9.01 of Form 8-K.  Neither this Form 8-K nor the attached Exhibit are to be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall this Form 8-K nor the attached Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 (except as shall be expressly set forth by specific reference in such filing).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NUTRACEUTICAL INTERNATIONAL CORPORATION
	(Registrant)
Date: January 27, 2011	By:	/s/ Cory J. McQueen
		Cory J. McQueen
		Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

2

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release issued by Nutraceutical dated January 27, 2011.

3

EX-99.1

Exhibit 99.1

FOR:	NUTRACEUTICAL INTERNATIONAL CORPORATION
CONTACT:	Cory J. McQueen
	Vice President and
	Chief Financial Officer
	(435) 655-6106

NUTRACEUTICAL REPORTS FISCAL 2011 Q1 RESULTS

PARK CITY, Utah, Jan 27/PRNewswire-First Call/—Nutraceutical International Corporation (NASDAQ:  NUTR) today reported results for the fiscal 2011 first quarter ended December 31, 2010.  Net sales for the fiscal 2011 first quarter were $45.2 million compared to $44.8 million for the same quarter of fiscal 2010.  For the first quarter of fiscal 2011, net income was $3.9 million, or $0.38 diluted earnings per share, compared to net income of $3.9 million, or $0.37 diluted earnings per share, for the same quarter of fiscal 2010.

Operating cash flow for the fiscal 2011 first quarter ended December 31, 2010 was $6.3 million compared to $6.0 million for the same period of fiscal 2010.  This operating cash flow, combined with net borrowings of $2.0 million, was primarily used to invest $7.1 million in acquisitions of branded natural product businesses and $1.5 million in purchases of property and equipment.

Bill Gay, chairman and chief executive officer, commented, “Our fiscal 2011 first quarter net sales, net income and EBITDA remained strong.   At the same time, the health and natural foods retail market remains very competitive.  It appears to us that during this quarter many retailers — both large and small — continued to struggle with mixed operating success as a result of the marginal economic environment.”

Mr. Gay continued, “We completed two small acquisitions in the first quarter. One of the acquisitions, which was acquired through a bankruptcy sale, provided us with a facility and liquid manufacturing capabilities.  This facility also provided a platform for us to begin consolidation of many of our existing liquid products as well as products acquired as part of the second acquisition.  Our focus remains on identifying small to medium size companies that primarily provide new product offerings not currently found in our current product portfolio.   In addition, we will continue to refine and improve our sales and marketing programs in an effort to further strengthen them.  We look forward to another successful and solid financial year.”

ABOUT NUTRACEUTICAL

We are an integrated manufacturer, marketer, distributor and retailer of branded nutritional supplements and other natural products sold primarily to and through domestic health and natural food stores.  Internationally, we market and distribute branded nutritional supplements and other natural products to and through health and natural product distributors and retailers.  Our core business strategy is to acquire, integrate and operate businesses in the natural products industry that manufacture, market and distribute branded

nutritional supplements.  We believe that the consolidation and integration of these acquired businesses provides ongoing financial synergies through increased scale and market penetration, as well as strengthened customer relationships.

We manufacture and sell nutritional supplements and other natural products under numerous brands including Solaray®, KAL®, Nature’s Life®, LifeTime®, Natural Balance®, bioAllers®, Herbs for Kids™, NaturalCare®, Health from the Sun®, Life-flo®, Organix South®, Pioneer® and Monarch Nutraceuticals™.

We own neighborhood natural food markets, which operate under the trade names The Real Food Company™, Thom’s Natural Foods™ and Cornucopia Community Market™.  We also own health food stores, which operate under the trade names Fresh Vitamins™ and Granola’s™.

We manufacture and/or distribute one of the broadest branded product lines in the industry with over 5,500 SKUs, including over 700 SKUs sold internationally.  We believe that as a result of our emphasis on innovation, quality, loyalty, education and customer service, our brands are widely recognized in health and natural food stores and among their customers.

This Press Release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to our financial condition, results of operations and business. These forward-looking statements can be identified by the use of terms such as “believe,” “expects,” “plan,” “intend,” “may,” “will,” “should,” “can,” or “anticipates,” or the negative thereof, or variations thereon, or comparable terminology, or by discussions of strategy.These statements involve known and unknown risks, uncertainties and other factors that may cau se industry trends or our actual results to be materially different from any future results expressed or implied by these statements.  Important factors that may cause our results to differ from these forward-looking statements include, but are not limited to: (i) changes in or new government regulations or increased enforcement of the same, (ii) unavailability of desirable acquisitions or inability to complete them, (iii) increased costs, including from increased raw material or energy prices, (iv) changes in general worldwide economic or political conditions, (v) adverse publicity or negative consumer perception regarding nutritional supplements, (vi) issues with obtaining raw materials of adequate quality or quantity, (vii) litigation and claims, including product liability, intellectual property and other types,  (viii) disruptions from or following acquisitions including the loss of customers, (ix) increased competition, (x) slow or negative growth in the nutritional supplement industry or the healthy foods channel, (xi) the loss of key personnel or the inability to manage our operations efficiently, (xii) problems with information management systems, manufacturing efficiencies and operations, (xiii) insurance coverage issues, (xiv) the volatility of the stock market generally and of our stock specifically, (xv) increases in the cost of borrowings or unavailability of additional debt or equity capital, or both, or fluctuations in foreign currencies, and (xvi) interruption of business or negative impact on sales and earnings due to acts of God, acts of war, terrorism, bio-terrorism, civil unrest and other factors outside of our control.  Copies of our SEC reports are available upon request from our investor relations department or may be obtained at the SEC’s websit e (www.sec.gov).

© 2011 Nutraceutical Corporation.  All rights reserved.

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NUTRACEUTICAL INTERNATIONAL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited; dollars in thousands)

	December 31,		September 30,
	2010		2010
Assets
Current assets, net	$	58,464	$	58,294
Property, plant and equipment, net	65,992		61,733
Goodwill	6,001		5,338
Other non-current assets, net	32,019		30,966
	$	162,476	$	156,331
Liabilities and Stockholders’ Equity
Current liabilities	$	17,276	$	45,673
Long-term liabilities	31,619		1,739
Stockholders’ equity	113,581		108,919
	$	162,476	$	156,331

NUTRACEUTICAL INTERNATIONAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited; dollars in thousands, except per share data)

	Three months ended December 31,
	2010		2009
Net sales	$	45,243	$	44,839
Cost of sales	21,781		21,365
Gross profit	23,462		23,474
Operating expenses
Selling, general and administrative	16,735		16,749
Amortization of intangible assets	390		298
Income from operations	6,337		6,427
Interest and other (income) expense, net	171		109
Income before provision for income taxes	6,166		6,318
Provision for income taxes	2,219		2,374
Net income	$	3,947	$	3,944
Net income per common share
Basic	$	0.38	$	0.38
Diluted	0.38		0.37
Weighted average common shares outstanding
Basic	10,378,513		10,487,640
Diluted	10,462,089		10,569,411

NUTRACEUTICAL INTERNATIONAL CORPORATION

EBITDA SCHEDULE

(unaudited; dollars in thousands)

	Three months ended December 31,
	2010		2009
Net income	$	3,947	$	3,944
Provision for income taxes	2,219		2,374
Interest and other (income) expense, net (1)	171		109
Depreciation and amortization	1,942		1,760
EBITDA	$	8,279	$	8,187

(1)Includes amortization of deferred financing fees.

Non-GAAP Financial Measures

EBITDA (a non-GAAP measure) is defined in our debt covenants and performance measures as earnings before net interest and other (income) expense, taxes, depreciation and amortization.  We believe that EBITDA provides useful additional information to analysts, creditors, investment bankers and management regarding operating performance and debt covenant compliance.  EBITDA has some inherent limitations in measuring operating performance due to the exclusion of certain financial elements such as depreciation and amortization and is not necessarily comparable to other similarly-titled captions of other companies due to potential inconsistencies in the method of calculation.  Furthermore, EBITDA is not intended to be a substitute for cash flows from operating activities, as a measure of liquidity, or an alternative to net income in determining our operating performance in accordance with generally accepted accounting principles.