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): April 25, 2013

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):

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

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

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

o 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 April 25, 2013, Nutraceutical International Corporation (“Nutraceutical”) reported results for the fiscal 2013 second quarter ended March 31, 2013.  The press release reporting the results is attached to this Form 8-K as Exhibit 99.1.

The press release referenced in this Item 2.02, to the extent that it discusses financial results of Nutraceutical for the quarter ended March 31, 2013, is being furnished pursuant to this Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth in such filing.

Item 9.01 Financial Statements and Exhibits.

Nutraceutical herewith files the following documents as exhibits to this Current Report on Form 8-K:

(d)Exhibits

ExhibitNumber	Description
99.1	Press release issued by Nutraceutical dated April 25, 2013

2

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)
	By:	/s/ Cory J. McQueen
Date: April 25, 2013		Cory J. McQueen
		Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

3

EXHIBIT INDEX

ExhibitNumber	Description
99.1	Press release issued by Nutraceutical dated April 25, 2013

4

EX-99.1

Exhibit 99.1

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

NUTRACEUTICAL REPORTS FISCAL 2013 Q2 RESULTS

PARK CITY, Utah, April 25, 2013/PRNewswire/—Nutraceutical International Corporation (NASDAQ:  NUTR) today reported results for the fiscal 2013 second quarter ended March 31, 2013.  Net sales for the fiscal 2013 second quarter were $56.6 million compared to $53.9 million for the same quarter of fiscal 2012.  For the second quarter of fiscal 2013, net income was $5.5 million, or $0.57 diluted earnings per share, compared to net income of $4.8 million, or $0.49 diluted earnings per share, for the same quarter of fiscal 2012.

Net sales for the six months ended March 31, 2013 were $106.3 million compared to $100.5 million for the same period of fiscal 2012.  For the six months ended March 31, 2013, net income was $9.0 million, or $0.92 diluted earnings per share, compared to net income of $8.2 million, or $0.82 diluted earnings per share, for the same period of fiscal 2012.

Operating cash flow for the six months ended March 31, 2013 was $15.1 million compared to $17.3 million for the same period of fiscal 2012.  The operating cash flow for the six months ended March 31, 2013, combined with net borrowings of $1.0 million, was primarily used to pay a special cash dividend to stockholders on December 28, 2012 totaling $9.8 million and to invest $3.9 million in purchases of property, plant and equipment and $2.2 million in purchases of common stock for treasury.

Bill Gay, chairman and chief executive officer, commented, “Our fiscal 2013 second quarter net sales growth of $2.7 million, or 5%, came from branded domestic and international sales as well as fiscal 2012 acquisitions.  The second fiscal quarter is historically our strongest quarter although January and February were stronger comparatively than March.  We continue to be optimistic about our larger health and natural food store customers and the industry in general.  Net income and EBITDA expanded as a number of internal management initiatives took effect.  Our management team continues to focus on implementation of efficiency controls in all areas of manufacturing and particularly in raw material sourcing.  Continued operational enhancements to our business are dependent upon making numerous and ongoing incremental improvements,

generally over six to twelve month time frames, which help offset cost increases from less controllable expenses arising from government regulations, energy, legal, taxes and labor.”

Mr. Gay stated, “Over the coming months, we will continue to pursue our long-term strategy of doing small to medium accretive acquisitions to sustain growth in a mature but healthy market. Our most recent efforts have been focused on consolidating, integrating and rationalizing the businesses we have acquired over the last several years.  Despite the overall weak economic market, we have managed to effectively maintain or increase our product presence.  New product development and existing product repositioning is ongoing and critical.  We have a strong sales and marketing organization.  We continue to improve long-term shareholder value by repurchasing stock in the open market at current multiples.  We are appreciative to all of the stakeholders who continue to support our great business.”

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™, Granola’s™, Nature’s Discount® and Warehouse Vitamins™.

We manufacture and/or distribute one of the broadest branded product lines in the industry with over 7,000 SKUs, including approximately 900 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 cause 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 website (www.sec.gov).

© 2013 Nutraceutical Corporation.  All rights reserved.

# # #

NUTRACEUTICAL INTERNATIONAL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited; dollars in thousands)

	March 31,		September 30,
	2013		2012
Assets
Current assets, net	$	66,576	$	68,268
Property, plant and equipment, net	75,646		75,454
Goodwill	14,752		14,752
Other non-current assets, net	25,632		27,444
	$	182,606	$	185,918
Liabilities and Stockholders’ Equity
Current liabilities	$	18,948	$	20,670
Long-term liabilities	35,163		34,192
Stockholders’ equity	128,495		131,056
	$	182,606	$	185,918

NUTRACEUTICAL INTERNATIONAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

	Three months ended March 31,				Six months ended March 31,
	2013		2012		2013		2012
Net sales	$	56,583	$	53,871	$	106,327	$	100,499
Cost of sales	28,433		26,883		54,036		50,253
Gross profit	28,150		26,988		52,291		50,246
Operating expenses
Selling, general and administrative	18,664		18,656		36,428		35,796
Amortization of intangible assets	573		471		1,145		945
Income from operations	8,913		7,861		14,718		13,505
Interest and other expense, net	377		377		688		736
Income before provision for income taxes	8,536		7,484		14,030		12,769
Provision for income taxes	3,000		2,654		5,000		4,528
Net income	$	5,536	$	4,830	$	9,030	$	8,241
Net income per common share
Basic	$	0.57	$	0.49	$	0.92	$	0.82
Diluted	0.57		0.49		0.92		0.82
Weighted average common shares outstanding
Basic	9,741,866		9,938,593		9,766,843		9,992,200
Diluted	9,772,537		9,947,012		9,795,754		10,003,851

NUTRACEUTICAL INTERNATIONAL CORPORATION

EBITDA SCHEDULE

(unaudited; dollars in thousands)

	Three months ended March 31,				Six months ended March 31,
	2013		2012		2013		2012
Net income	$	5,536	$	4,830	$	9,030	$	8,241
Provision for income taxes	3,000		2,654		5,000		4,528
Interest and other expense, net (1)	377		377		688		736
Depreciation and amortization	2,437		2,123		4,839		4,208
EBITDA	$	11,350	$	9,984	$	19,557	$	17,713

(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 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 an alternative to net income in determining our operating performance in accordance with generally accepted accounting principles.