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 30, 2014

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 January 30, 2014, Nutraceutical International Corporation (“Nutraceutical”) reported results for the fiscal 2014 first quarter ended December 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 December 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 5.07 Submission of Matters to a Vote of Security Holders.

(a)  On January 27, 2014, Nutraceutical held its 2014 Annual Meeting of Stockholders at which Nutraceutical’s stockholders voted on the three proposals identified below.

(b)  The final voting results with respect to each proposal voted upon at the 2014 Annual Meeting of Stockholders are set forth below.  As of December 5, 2013, the record date for the meeting, Nutraceutical had 9,831,660 shares of common stock issued, outstanding and entitled to vote on the proposals.

Proposal 1 — Election of Two Class I Directors

The stockholders approved Nutraceutical’s proposal for the election of the two nominees to the Board of Directors by the affirmative vote of a majority of the shares of common stock present or represented by proxy at the annual meeting, as set forth below:

	For	%	Withheld	%	Broker Non-Votes
Jeffrey A. Hinrichs	7,317,225	94.9	392,988	5.1	1,264,655
J. Kimo Esplin	7,270,317	94.3	439,896	5.7	1,264,655

There were no abstentions in the election of directors.

Proposal 2 — Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending September 30, 2014

The stockholders approved Nutraceutical’s proposal for the ratification of the selection of PricewaterhouseCoopers LLP as Nutraceutical’s independent registered public accounting firm for the fiscal year ending September 30, 2014 as set forth below:

For	%	Against	%	Abstentions	%
8,603,854	95.9	361,661	4.0	9,353	0.1

2

Proposal 3 — Advisory Vote on Named Executive Officer Compensation

The stockholders approved Nutraceutical’s proposal to approve the compensation of its named executive officers as disclosed in the proxy statement for the annual meeting, as set forth below:

For	%	Against	%	Abstentions	%	Broker Non-Votes
6,260,691	81.2	1,117,320	14.5	332,202	4.3	1,264,655

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 January 30, 2014

3

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: January 30, 2014
		Cory J. McQueen
		Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

4

EXHIBIT INDEX

ExhibitNumber	Description
99.1	Press release issued by Nutraceutical dated January 30, 2014

5

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 2014 Q1 RESULTS

PARK CITY, Utah, January 30, 2014/PRNewswire/—Nutraceutical International Corporation (NASDAQ:  NUTR) today reported results for the fiscal 2014 first quarter ended December 31, 2013.  Net sales for the fiscal 2014 first quarter were $51.6 million compared to $49.7 million for the same quarter of fiscal 2013.  For the first quarter of fiscal 2014, net income was $4.1 million, or $0.42 diluted earnings per share, compared to net income of $3.5 million, or $0.36 diluted earnings per share, for the same quarter of fiscal 2013.

Operating cash flow for the fiscal 2014 first quarter was $5.5 million compared to $6.8 million for the same period of fiscal 2013.  The fiscal 2014 first quarter operating cash flow, combined with net borrowings of $2.0 million and existing cash, was primarily used to invest $6.2 million in acquisitions of natural product businesses, $3.1 million in purchases of property, plant and equipment and $0.5 million in purchases of common stock for treasury.

Bill Gay, chairman and chief executive officer, commented, “Our fiscal 2014 first quarter results were a reflection of core strength in our branded business.  We believe these results correspond to a long-term macro trend of individuals seeking healthier and more active lifestyles as they age.   Positive growth in quarterly net sales, net income and Adjusted EBITDA continued. Management is focused on niche acquisitions that round out the branded product offering available to our health and natural food store customers. Three small acquisitions were completed during the fiscal first quarter.  Enhancing in-store service and educational relationships with retail stores that we serve remain the primary objective in 2014 for our marketing and sales organizations. This is critical as we expand our branded portfolio of supplement, beauty and nutritional products.”

Mr. Gay stated, “Ongoing efforts to innovate operationally, control material costs, reduce labor expenses and streamline our marketing and sales infrastructure remain a key management focus this fiscal year. Our larger corporate customers have continued to expand and consolidate their geographic influence in many major US markets.  Small to medium chains of health food

stores and natural food markets that aggressively market and promote are experiencing revenue expansion, while some smaller retailers that fail to implement these competitive tactics face an uphill battle.  Management and our employees would like to express appreciation to our customers and stockholders for their ongoing support.”

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 various trade names including 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 approximately 7,500 SKUs, including approximately 1,000 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,  inability to complete them or inability to integrate 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).

© 2014 Nutraceutical Corporation.  All rights reserved.

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NUTRACEUTICAL INTERNATIONAL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited; dollars in thousands)

	December 31,		September 30,
	2013		2013
Assets
Current assets, net	$	75,633	$	75,048
Property, plant and equipment, net	77,236		76,214
Goodwill	18,643		15,821
Other non-current assets, net	26,716		25,227
	$	198,228	$	192,310
Liabilities and Stockholders’ Equity
Current liabilities	$	21,094	$	21,796
Long-term liabilities	34,654		32,638
Stockholders’ equity	142,480		137,876
	$	198,228	$	192,310

NUTRACEUTICAL INTERNATIONAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

	Three months ended December 31,
	2013		2012
Net sales	$	51,550	$	49,744
Cost of sales	25,488		25,603
Gross profit	26,062		24,141
Operating expenses
Selling, general and administrative	18,581		17,764
Amortization of intangible assets	584		572
Income from operations	6,897		5,805
Interest and other expense, net	318		311
Income before provision for income taxes	6,579		5,494
Provision for income taxes	2,444		2,000
Net income	$	4,135	$	3,494
Net income per common share
Basic	$	0.42	$	0.36
Diluted	0.42		0.36
Weighted average common shares outstanding
Basic	9,837,631		9,791,277
Diluted	9,847,659		9,818,427

NUTRACEUTICAL INTERNATIONAL CORPORATION

ADJUSTED EBITDA SCHEDULE

(unaudited; dollars in thousands)

	Three months ended December 31,
	2013		2012
Net income	$	4,135	$	3,494
Provision for income taxes	2,444		2,000
Interest and other expense, net (1)	318		311
Depreciation and amortization	2,638		2,402
Adjusted EBITDA	$	9,535	$	8,207

(1) Includes amortization of deferred financing fees.

Non-GAAP Financial Measures

Adjusted EBITDA (a non-GAAP measure) is defined in our performance measures as earnings before net interest and other expense, taxes, depreciation and amortization.  We believe that Adjusted EBITDA provides useful additional information to analysts, creditors, investment bankers and management regarding operating performance and debt covenant compliance.  Adjusted 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, Adjusted EBITDA is not intended to be an alternative to net income in determining our operating performance in accordance with generally accepted accounting principles.