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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

for the Quarterly Period Ended December 31, 2009

Commission file number 000-23731

NUTRACEUTICAL INTERNATIONAL CORPORATION(Exact name of registrant as specified in its charter)

Delaware(State of incorporation)

87-0515089(IRS Employer Identification No.)1400 Kearns Boulevard, 2nd Floor, Park City, Utah(Address of principal executive office)

84060(Zip code)


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

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. YES ý    NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). YES o    NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act:

Large accelerated filer o

Accelerated filer ý

Non-accelerated filer o (Do not check if a smaller
reporting company)

Smaller reporting company o


Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). YES o    NO ý

At January 27, 2010, the registrant had 10,372,172 shares of common stock outstanding.



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NUTRACEUTICAL INTERNATIONAL CORPORATION

INDEX



Description

Page No.Part I.

Financial Information


3Item 1.

Financial Statements (unaudited)


3Condensed Consolidated Balance SheetsSeptember 30, 2009 and December 31, 2009


3Condensed Consolidated Statements of Operations and Comprehensive IncomeThree Months Ended
December 31, 2008 and 2009


4Condensed Consolidated Statements of Cash FlowsThree Months Ended December 31, 2008 and
2009


5Notes to Condensed Consolidated Financial Statements


6Item 2.

Management's Discussion and Analysis of Financial Condition and
Results of Operations


13Item 3.

Quantitative and Qualitative Disclosures about Market
Risk


21Item 4.

Controls and Procedures


21Part II.

Other Information


22Item 1.

Legal Proceedings


22Item 1A.

Risk Factors


22Item 2.

Unregistered Sales of Equity Securities and Use of
Proceeds


22Item 6.

Exhibits


22


2

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Table of Contents

PART IFINANCIAL INFORMATION

Item 1.    Financial Statements

NUTRACEUTICAL INTERNATIONAL CORPORATION        CONDENSED CONSOLIDATED BALANCE SHEETS        (unaudited)        (dollars in thousands)

September 30,
2009(1)

December 31,
2009ASSETSCurrent assetsCash and cash equivalents

$
5,858

$
5,154Accounts receivable, net


11,539


12,526Inventories, net


29,238


33,309Prepaid expenses and other current assets


2,344


1,605Deferred income taxes


1,603


1,603Total current assets


50,582


54,197Property, plant and equipment, net


55,584


59,950Goodwill


1,177


4,738Intangible assets, net


14,452


18,963Other non-current assets, net


1,094


1,080Deferred income taxes, net


11,071


10,701Total assets

$
133,960

$
149,629LIABILITIES AND STOCKHOLDERS' EQUITYCurrent liabilitiesAccounts payable

$
11,248

$
14,115Accrued expenses


6,890


5,430Total current liabilities


18,138


19,545Long-term debt


18,500


30,500Other non-current liabilities


1,684


1,867Total liabilities


38,322


51,912Stockholders' equityCommon stock


106


104Additional paid-in capital


26,458


24,593Retained earnings


68,751


72,695Accumulated other comprehensive income


323


325Total stockholders' equity


95,638


97,717Total liabilities and stockholders' equity

$
133,960

$
149,629


(1)The
condensed consolidated balance sheet as of September 30, 2009 has been prepared using information from the audited financial statements at that
date.


The
accompanying notes are an integral part of these condensed consolidated financial statements.

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NUTRACEUTICAL INTERNATIONAL CORPORATION        CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS  AND COMPREHENSIVE INCOME        (unaudited)
    (dollars in thousands, except per share data)

Three months ended
December 31,2008

2009Net sales

$
39,629

$
44,839Cost of sales


18,197


21,365Gross profit


21,432


23,474Operating expensesSelling, general and administrative


15,773


16,749Amortization of intangible assets


159


298Income from operations


5,500


6,427Interest and other (income) expense, net


510


109Income before provision for income taxes


4,990


6,318Provision for income taxes


1,878


2,374Net income

$
3,112

$
3,944Other comprehensive income (loss)Foreign currency translation adjustment, net of tax


(776
)

2Comprehensive income

$
2,336

$
3,946Net income per common shareBasic

$
0.29

$
0.38Diluted


0.28


0.37Weighted average common shares outstandingBasic


10,849,221


10,487,640Dilutive effect of stock options


82,591


81,771Diluted


10,931,812


10,569,411


The
accompanying notes are an integral part of these condensed consolidated financial statements.

4

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NUTRACEUTICAL INTERNATIONAL CORPORATION        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS        (unaudited)        (dollars in
thousands)

Three months ended
December 31,2008

2009Cash flows from operating activitiesNet income

$
3,112

$
3,944Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization


1,634


1,760Amortization of deferred financing fees


14


14Losses on disposals of property and equipment


1


Deferred income taxes


(80
)

370Changes in assets and liabilities, net of effects of acquisitionsAccounts receivable, net


1,343


344Inventories, net


812


(2,771
)Prepaid expenses and other current assets


1,492


832Other non-current assets, net


211


1Accounts payable


(3,225
)

2,867Accrued expenses


(2,366
)

(1,515
)Other non-current liabilities


148


183Net cash provided by operating activities


3,096


6,029Cash flows from investing activitiesAcquisitions of businesses, net of cash acquired





(11,608
)Purchases of property and equipment


(4,753
)

(5,248
)Net cash used in investing activities


(4,753
)

(16,856
)Cash flows from financing activitiesProceeds from long-term debt


3,000


14,500Payments on long-term debt


(1,500
)

(2,500
)Proceeds from issuances of common stock


128


353Purchases of common stock for treasury





(2,225
)Tax benefit from stock option exercises


13


5Net cash provided by financing activities


1,641


10,133Effect of exchange rate changes on cash and cash equivalents


(166
)

(10
)Net decrease in cash and cash equivalents


(182
)

(704
)Cash and cash equivalents at beginning of period


5,189


5,858Cash and cash equivalents at end of period

$
5,007

$
5,154


The
accompanying notes are an integral part of these condensed consolidated financial statements.

5

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NUTRACEUTICAL INTERNATIONAL CORPORATION        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS        (unaudited)        (dollars in thousands, except
per share data)

1. INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all necessary adjustments to present fairly the consolidated financial
position of Nutraceutical International Corporation and its subsidiaries (the "Company") as of December 31, 2009, the results of their operations and cash flows for the three months ended
December 31, 2008 and 2009, in conformity with accounting principles generally accepted in the United States of America for interim financial information applied on a consistent basis. Results
for the three months ended December 31, 2009 are not necessarily indicative of the results to be expected for the full fiscal year.

Certain
information and footnote disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United
States of America have been omitted. Accordingly, these financial statements should be read in conjunction with the Company's Form 10-K for the Fiscal Year Ended
September 30, 2009, which was filed with the Securities and Exchange Commission on December 10, 2009.

2. ACCOUNTS RECEIVABLE, NET

Accounts receivable, net of allowances for sales returns and doubtful accounts, consisted of the following:

September 30,
2009

December 31,
2009Accounts receivable

$
13,718

$
14,708Less allowances


(2,179
)

(2,182
)$
11,539

$
12,526


3. INVENTORIES, NET

Inventories, net of reserves for slow moving, obsolete and/or damaged inventory, were comprised of the following:

September 30,
2009

December 31,
2009Raw materials

$
12,608

$
13,886Work-in-process


4,847


5,451Finished goods


13,705


15,98231,160


35,319Less reserves


(1,922
)

(2,010
)$
29,238

$
33,309


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NUTRACEUTICAL INTERNATIONAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

(dollars in thousands, except per share data)

4. ACQUISITIONS

During the three months ended December 31, 2009, the Company made two acquisitions. On October 9, 2009, the Company acquired from Nutritional Specialties, Inc. and
its parent corporation, Baywood International, Inc., substantially all of the assets of the LifeTime Products nutritional supplement business. On December 18, 2009, the Company acquired
substantially all of the assets of Organix-South, Inc.

The
aggregate purchase price of these acquisitions was $11,608 in cash. The Consolidated Statements of Operations and Consolidated Statements of Cash Flows presented herein include the
activities of these acquired businesses from their respective dates of acquisition. The expected long-term sales and expense synergies of acquired businesses generally are not realized
immediately following acquisition as certain transition and integration matters must be completed.

These
acquisitions are in keeping with the Company's business strategy of consolidating the fragmented industry where it competes. These acquisitions were accounted for using the
purchase method of accounting. Accordingly, the aggregate purchase price was assigned to the assets acquired and liabilities assumed based on their fair market values at the respective dates of
acquisition. The excess of aggregate purchase price over the fair market values of the assets acquired and liabilities assumed was classified as goodwill. The following reflects the final allocation
of the aggregate purchase price for these acquisitions to the aggregate assets acquired and liabilities assumed:

Current assets

$
2,724Property, plant & equipment


580Goodwill


3,561Intangible assets


4,810Current liabilities


(67
)$
11,608


The
acquired intangible assets include trademarks and tradenames totaling $2,580 that have indefinite lives and are not subject to amortization, as well as trademarks and tradenames
totaling $20 and customer relationships totaling $2,210, which are being amortized for financial statement purposes over four years and six years, respectively. The acquired intangible assets of
$4,810, as well as goodwill of $3,561, which is not subject to amortization for financial statement purposes, are expected to be deductible for tax purposes over fifteen years.

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NUTRACEUTICAL INTERNATIONAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

(dollars in thousands, except per share data)

5. GOODWILL AND INTANGIBLE ASSETS

The change in the carrying amount of goodwill from September 30, 2009 to December 31, 2009 was as follows:

GoodwillBalance as of September 30, 2009Goodwill

$
41,571Accumulated impairment losses


(40,394
)1,177Goodwill attributable to fiscal 2010 acquisitions


3,561Balance as of December 31, 2009Goodwill


45,132Accumulated impairment losses


(40,394
)$
4,738


The
carrying amounts of intangible assets at September 30, 2009 and December 31, 2009 were as follows:

September 30, 2009

December 31, 2009Weighted-
Average
Amortization
Period (Years)Gross
Carrying
Amount(1)

Accumulated
Amortization(1)

Net
Carrying
Amount

Gross
Carrying
Amount(1)

Accumulated
Amortization(1)

Net
Carrying
AmountIntangible assets subject to amortization:Trademarks/trade names/patents

$
516

$
(411
)
$
105

$
539

$
(423
)
$
116


5Customer relationships/distribution rights


4,251


(1,223
)

3,028


6,456


(1,468
)

4,988


6Developed software and technology


772


(450
)

322


772


(489
)

283


55,539


(2,084
)

3,455


7,767


(2,380
)

5,387Intangible assets not subject to amortization:Trademarks/trade names/licenses


10,997





10,997


13,576





13,576$
16,536

$
(2,084
)
$
14,452

$
21,343

$
(2,380
)
$
18,963


(1)Amounts
include the impact of foreign currency translation adjustments.


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NUTRACEUTICAL INTERNATIONAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

(dollars in thousands, except per share data)

5. GOODWILL AND INTANGIBLE ASSETS (Continued)

Estimated future amortization expense related to the December 31, 2009 net carrying amount of $5,387 for intangible assets subject to amortization is as follows:

Year Ending September 30,

Estimated
Amortization
Expense2010(1)

$
9432011


1,2472012


1,0792013


8782014


636Thereafter


604$
5,387


(1)Estimated
amortization expense for the year ending September 30, 2010 includes only amortization to be recorded after December 31, 2009.


During
the year ended September 30, 2009, the Company recorded a non-cash goodwill impairment charge of $37,519. The ongoing uncertainty in general and economic
conditions may continue to impact retail and consumer demand, as well as the market price of the Company's common stock, and could negatively impact the Company's future operating performance, cash
flow and/or stock price and could result in additional goodwill and/or intangible asset impairment charges being recorded in future periods which could materially impact the Company's consolidated
financial statements. The valuation of goodwill and intangible assets is subject to a high degree of judgment and complexity.

6. FAIR VALUE OF FINANCIAL INSTRUMENTS

In September 2006, the Financial Accounting Standards Board issued authoritative guidance which is included in Accounting Standards Codification 820, "Fair Value Measurements and
Disclosures". This guidance defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. The
guidance does not require any new fair value measurements but rather eliminates inconsistencies in guidance found in prior accounting pronouncements. On October 1, 2008, the Company adopted the
provisions of this guidance for assets and liabilities measured at fair value on a recurring basis. On October 1, 2009, the Company adopted the provisions of this guidance for assets and
liabilities measured at fair value on a non-recurring basis. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements.

On
a quarterly basis, the Company measures at fair value certain financial assets, including cash equivalents, using a hierarchy of valuation techniques based on whether the inputs to
those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's own assumptions. The
following fair value hierarchy prioritizes the inputs into three broad levels:



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NUTRACEUTICAL INTERNATIONAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

(dollars in thousands, except per share data)

6. FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)



This
hierarchy requires the Company to minimize the use of unobservable inputs and to use observable market data, if available, when determining fair value. The fair value of the
Company's financial assets at December 31, 2009 was determined using the following level of input:

Fair Value Measurements as of
December 31, 2009Total

Level 1

Level 2

Level 3Assets:Cash equivalentsmoney market fund

$
1,121


1,121








The
fair value of the money market fund, classified as Level 1, was obtained from a quoted market price.

Long-term
debt was comprised of the following:

September 30,
2009

December 31,
2009Revolving Credit Facility

$
18,500

$
30,500


The
Company's debt is stated at book value which approximated its fair value at September 30, 2009 and December 31, 2009.

The
Company's current revolving credit facility has available credit borrowings of $60,000 with no automatic reductions and provides an accordion feature that can increase the available
credit borrowings to $90,000, subject to approval by the lenders and compliance with certain covenants and conditions. The lenders under the revolving credit facility are Rabobank International and
Wells Fargo. To date, the Company has not experienced any difficulties in accessing the available funds under the revolving credit facility.

At
December 31, 2009, the Company had outstanding revolving credit borrowings of $30,500. Borrowings under the revolving credit facility are collateralized by substantially all
assets of the Company. At the Company's election, borrowings bear interest at the applicable Eurodollar Rate plus a variable margin or at a base rate, which is the higher of the Federal Funds Rate
plus 0.5% or the Prime Lending Rate, plus a variable margin. At December 31, 2009, the applicable weighted-average interest rate for outstanding borrowings was 1.02%. The Company is also
required to pay a variable quarterly fee on the unused balance under the revolving credit facility. At December 31, 2009, the applicable rate was 0.18%. Accrued interest on Eurodollar Rate
borrowings is payable based on elected intervals of one, two or three months. Accrued interest on base rate borrowings is payable quarterly. The revolving credit facility matures on
September 7, 2011, and the Company is required to repay all principal and interest outstanding under the revolving credit facility on such date.

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NUTRACEUTICAL INTERNATIONAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

(dollars in thousands, except per share data)

6. FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

The
revolving credit facility contains restrictive covenants, including limitations on incurring other indebtedness and requirements that the Company maintain certain financial ratios.
Upon the occurrence of a default, the lender has various remedies or rights, which may include proceeding against the collateral or requiring the Company to repay all amounts outstanding under the
revolving credit facility.

7. SHARE REPURCHASES

During the three months ended December 31, 2009, the Company purchased and retired 189,309 shares of common stock for an aggregate price of $2,225. During the three months ended
December 31, 2008, the Company did not purchase or retire any shares of common stock. As of December 31, 2009, the Company was permitted to purchase up to 1,017,831 additional shares
under its approved purchase plan. The Company accounts for treasury shares using the cost method.

8. STOCK OPTIONS

The following table summarizes stock option activity during the three months ended December 31, 2009:

Number of
Options

Weighted-Average
Exercise
PriceOptions outstanding and exercisable at September 30, 2009


457,917

$
8.85Exercised


(1,667
)

3.50Options outstanding and exercisable at December 31, 2009


456,250

$
8.87


Options
to purchase 305,300 and 232,800 shares of common stock for the three months ended December 31, 2008 and 2009, respectively, were excluded from the computation of diluted
earnings per share because the exercise prices of these stock options were greater than the average share price of the Company's common stock and, therefore, the effect would have been antidilutive.

During
the three months ended December 31, 2009, the Company received proceeds of $6 related to the exercise of stock options. During this same period, the Company recorded a tax
benefit of $5 and optionees realized an aggregate pre-tax gain of $14 from these stock option exercises. During the three months ended December 31, 2008, the Company received
proceeds of $89 from the exercise of stock options, the Company recorded a tax benefit of $13 related to these option exercises and optionees realized an aggregate pre-tax gain of $32 from
these stock option exercises.

9. SEGMENTS

Segment identification and selection is consistent with the management structure used by the Company to evaluate performance and make decisions regarding resource allocation, as well as
the materiality of financial results consistent with that structure. Based on the Company's management structure and method of internal reporting, the Company has one operating segment. The Company

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NUTRACEUTICAL INTERNATIONAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

(dollars in thousands, except per share data)

9. SEGMENTS (Continued)

does
not review operating results on a disaggregated basis; rather, management reviews operating results on an aggregate basis.

Net
sales attributed to customers in the United States and foreign countries for the three months ended December 31, 2008 and 2009 were as follows:

Three months ended
December 31,2008

2009United States

$
35,282

$
40,025Foreign countries


4,347


4,814$
39,629

$
44,839


Certain
net sales attributed to customers in the United States are sold to customers who in turn may sell such products to customers in foreign countries while certain net sales
attributed to customers in foreign countries are sold to customers who in turn may sell such products to customers in the United States.

The
Company's net sales by product group for the three months ended December 31, 2008 and 2009 were as follows:

Three months ended
December 31,2008

2009Branded nutritional supplements and other natural products

$
35,505

$
40,945Other(1)


4,124


3,894$
39,629

$
44,839


(1)Net
sales for any other product or group of similar products are less than 10% of consolidated net sales.


10. SUBSEQUENT EVENTS

The Company has performed an evaluation of subsequent events through January 28, 2010, which is the date the financial statements were issued, and determined there were no
subsequent events requiring recognition or disclosure.

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Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

General

The following discussion and analysis should be read in conjunction with this report on Form 10-Q, including
Part I, Item 1.

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 includingSolaray®, VegLife®,KAL®,Nature's
Life®,LifeTime®,Sunny Green®, Action Labs®,Natural Balance®,
NaturalMax®,bioAllers®,Herbs for Kids, Natra-Bio®,NaturalCare®, Zand®,Health from the Sun®, Life-flo®,Larenim®, TheraNeem®,TheraVeda®,Living Flower
Essences®,Pioneer®,Thompson®, Natural Sport®,Supplement Training Systems®,Premier
One®,Montana Big Sky,ActiPet®, FunFresh Foods,Dowd & Rogers, CompliMed®,AllVia,Oakmont
Labs®,Healthway®,Body Gold®, Sayge®,
Monarch Nutraceuticals andGreat Basin
Botanicals. Under the nameWoodland Publishing, we publish, print and market a line of books and
booklets to, among others, book distributors, national retail bookstores and health and natural food stores. We also distribute branded products of certain third parties.

We
own neighborhood natural food markets, which operate under the trade namesThe Real Food Company, Thom's Natural Foods andCornucopia Community Market. We also own health food
stores, which operate under the trade namesFresh Vitamins andGranola's.

We
were formed in 1993 to effect a consolidation strategy in the fragmented vitamin, mineral, herbal and other nutritional supplements industry (the "VMS Industry"). Since our formation,
we have completed twenty-eight acquisitions of assets or stock. As a result of acquisitions, internal growth and cost management, we believe that we are well positioned to continue to capitalize on
acquisition opportunities that arise in the VMS Industry.

Critical Accounting Policies

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America
required us to make estimates and assumptions that affected the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements
and the reported amounts of net sales and expenses during the reported periods. Significant estimates included values and lives assigned to
acquired intangible assets, reserves for customer returns and allowances, uncollectible accounts receivable, slow moving and obsolete and/or damaged inventory and valuation and recoverability of
long-lived assets. Actual results may differ from these estimates. Our critical accounting policies include the following:

Accounts ReceivableProvision is made for estimated bad debts based on periodic analysis of individual customer balances, including an evaluation of
days sales outstanding, payment history, recent payment trends and perceived credit worthiness. If general economic conditions and/or customer financial condition were to change, additional provisions
for bad debts may be required, which could have a material impact on the consolidated financial statements.

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InventoriesProvision is made for slow moving, obsolete and/or damaged inventory based on periodic analysis of individual inventory items, including
an evaluation of historical usage and/or movement, age, expiration date and general condition. If market demand and/or consumer preferences are less favorable than historical trends or future
expectations, additional provisions for slow moving, obsolete and/or damaged inventory may be required, which could have a material impact on the consolidated financial statements.

Property, Plant and EquipmentDepreciation and amortization expense is impacted by our judgments regarding the estimated useful lives of assets placed
in service. If the actual lives of assets are significantly less than expected, depreciation and amortization expense would be accelerated, which could have a material impact on the consolidated
financial statements.

We
evaluate the recoverability of our property, plant and equipment which are reviewed for possible impairment whenever events or circumstances indicate that the carrying amount of an
asset may not be recoverable. We measure recoverability of the asset by comparison of its carrying amount to the future undiscounted cash flows we expect the asset to generate. If we consider the
asset to be impaired, we measure the amount of any impairment as the difference between the carrying amount and the fair value of the impaired asset.

Goodwill and Intangible AssetsGoodwill and intangible assets require estimates and judgments in determining the initial recognition and measurement
of goodwill and intangible assets, including factors and assumptions used in determining fair values and useful lives. Intangible assets with finite useful lives are amortized, while intangible assets
with indefinite useful lives are not amortized. Amortizable intangible assets are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.
Goodwill and non-amortizable intangible assets are tested annually for impairment and are tested for impairment between annual tests if an event occurs that would cause us to believe that
value is impaired. We perform our annual impairment testing as of September 30 each year, which is the last day of our fiscal year.

During
the year ended September 30, 2009, we recorded a non-cash goodwill impairment charge of $37,519. The ongoing uncertainty in general and economic conditions may
continue to impact retail and consumer demand, as well as the market price of our common stock, and could negatively impact our future operating performance, cash flow and/or stock price and could
result in additional goodwill and/or intangible asset impairment charges being recorded in future periods which could materially impact our consolidated financial statements. The valuation of goodwill
and intangible assets is subject to a high degree of judgment and complexity.

Revenue RecognitionRevenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the
product has been shipped and the customer takes ownership and assumes the risk of loss; (3) the selling price is fixed or determinable; and (4) collection of the resulting receivable is
reasonably assured. We believe that these criteria are satisfied upon shipment from our facilities or, in the case of our neighborhood natural food markets and health food stores, at the point of sale
within these stores. Revenue is reduced by provisions for estimated returns and allowances, which are based on historical averages that have not varied significantly for the periods presented, as well
as specific known claims, if any. No other significant deductions from revenue must be estimated at the point in time that revenue is recognized.

Our
estimates and judgments related to our critical accounting policies, including factors and assumptions considered in making these estimates and judgments, did not vary significantly
for the periods presented and had no material impact on the consolidated financial statements as reported.

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Table of Contents

Results of Operations

The following table sets forth certain consolidated statements of operations data as a percentage of net sales for the periods
indicated:

Three Months
Ended
December 31,2008

2009Net sales


100.0
%

100.0
%Cost of sales


45.9
%

47.6
%Gross profit


54.1
%

52.4
%Selling, general and administrative


39.8
%

37.4
%Amortization of intangible assets


0.4
%

0.7
%Income from operations


13.9
%

14.3
%Interest and other (income) expense, net


1.3
%

0.2
%Income before provision for income taxes


12.6
%

14.1
%Provision for income taxes


4.7
%

5.3
%Net income


7.9
%

8.8
%EBITDA(1)


18.0
%

18.3
%


(1)See
"EBITDA."


Comparison of the Three Months Ended December 31, 2009 to the Three Months Ended December 31, 2008

Net Sales.Net sales increased by $5.2 million, or 13.1%, to $44.8 million for the three months ended December 31, 2009
("first
quarter of fiscal 2010") from $39.6 million for the three months ended December 31, 2008 ("first quarter of fiscal 2009"). Net sales of branded nutritional supplements and other natural
products increased by $5.4 million, or 15.3%, to $40.9 million for the first quarter of fiscal 2010 compared to $35.5 million for the first quarter of fiscal 2009. The increase in
net sales of branded nutritional supplements and other natural products was primarily related to the net sales contributions of the two fiscal 2010 acquisitions and the fiscal 2009 acquisition, as
well as an increase in sales volume of branded products to certain customers, both domestically and internationally. Net sales of branded products attributable to price changes were not material.
Other net sales remained relatively flat at
$3.9 million for the first quarter of fiscal 2010 compared to $4.1 million for the first quarter of fiscal 2009.

Gross Profit.Gross profit increased by $2.1 million, or 9.5%, to $23.5 million for the first quarter of fiscal 2010 from
$21.4 million for the first quarter of fiscal 2009. This increase in gross profit was primarily attributable to the increase in net sales. As a percentage of net sales, gross profit decreased
to 52.4% for the first quarter of fiscal 2010 from 54.1% for the first quarter of fiscal 2009. This decrease in gross profit percentage was primarily attributable to increased material costs, which
were primarily due to vendor price increases and, to a lesser extent, changes in sales mix.

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Selling, General and Administrative.Selling, general and administrative expenses increased by $0.9 million, or 6.2%, to
$16.7 million
for the first quarter of fiscal 2010 from $15.8 million for the first quarter of fiscal 2009. This increase in selling, general and administrative expenses was primarily attributable to
operational and transition costs related to the fiscal 2009 and the fiscal 2010 acquisitions. As a percentage of net sales, selling, general and administrative expenses decreased to 37.4% for the
first quarter of fiscal 2010 compared to 39.8% for the first quarter of fiscal 2009. This decrease in selling, general and administrative expenses as a percentage of net sales was primarily
attributable to the increase in net sales, which allowed us to better leverage our cost structure as well as year-over-year cost improvements in certain selling, general and
administrative expense areas.

Amortization of Intangible Assets.Amortization of intangible assets was $0.3 million for the first quarter of fiscal 2010 and
$0.2 million for the first quarter of fiscal 2009. For each period, amortization expense was primarily related to intangible assets recorded in connection with acquisitions.

Interest and Other (Income) Expense, Net.Net interest and other (income) expense was $0.1 million for
the first quarter of fiscal 2010 and $0.5 million for the first quarter of fiscal 2009 and primarily consisted of interest expense on indebtedness under our revolving credit facility with the
decrease being primarily related to a reduction in interest rates.

Provision for Income Taxes.Our effective tax rate was 37.6% for the first quarters of fiscal 2010 and fiscal 2009. In each period, our
effective tax
rate was higher than the federal statutory rate primarily due to state taxes.

EBITDA

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. 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. Our use of an EBITDA-based metric should be considered within the following context:



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The
following table sets forth a reconciliation of net income to EBITDA for each period included herein:

Three Months Ended
December 31,2008

2009(dollars in
thousands)Net income

$
3,112

$
3,944Provision for income taxes


1,878


2,374Interest and other (income) expense, net(1)


510


109Depreciation and amortization


1,634


1,760EBITDA

$
7,134

$
8,187


(1)Includes
amortization of deferred financing fees.


Our
EBITDA increased to $8.2 million for the first quarter of fiscal 2010 from $7.1 million for the first quarter of fiscal 2009. EBITDA as a percentage of net sales
increased to 18.3% for the first quarter of fiscal 2010 from 18.0% for the first quarter of fiscal 2009.

Seasonality

We believe that our business is characterized by minor seasonality. However, sales to any particular customer or sales of any
particular product can vary substantially from one quarter to the next based on such factors as industry trends, timing of promotional discounts, domestic and international economic conditions and
acquisition-related activities. Excluding the effect of acquisitions, we have historically recorded higher branded products sales volume during the second fiscal quarter (January thru March) due to
increased interest in health-related products among consumers following the holiday season.

Liquidity and Capital Resources

We had working capital of $34.7 million as of December 31, 2009 compared to $32.4 million as of
September 30, 2009. This increase in working capital was primarily the result of increases in accounts receivable and inventories and a decrease in accrued expenses partially offset by
decreases in cash and prepaid expenses and other current assets and an increase in accounts payable.

Net
cash provided by operating activities for the three months ended December 31, 2009 was $6.0 million compared to $3.1 million for the comparable period in fiscal
2009. This increase in net cash provided by operating activities for the three months ended December 31, 2009 was primarily attributable to an increase in net income as well as changes in
assets and liabilities, net of effects of acquisitions.

Net
cash used in investing activities was $16.9 million for the three months ended December 31, 2009 compared to $4.8 million for the comparable period in fiscal
2009. Our investing activities during these periods consisted of acquisitions of businesses and capital expenditures primarily related to building improvements related to facility consolidation
efforts, distribution and manufacturing equipment and information systems. Also, on December 11, 2009, we purchased a facility for

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$2.8 million
in cash to expand our Rapid Response Center in Ogden, Utah. This facility is adjacent to our existing facilities and will provide us approximately 105,000 square feet of gross
building space located on 5.4 acres.

During
the three months ended December 31, 2009, we acquired two businesses for $11.6 million in cash. On October 9, 2009, we acquired selected assets of Nutritional
Specialties, Inc. for $8.6 million in cash and on December 18, 2009, we acquired selected assets of Organix-South, Inc. for $3.0 million in cash. We did not acquire
any businesses during the three months ended December 31, 2008.

Net
cash provided by financing activities was $10.1 million for the three months ended December 31, 2009 compared to $1.6 million for the comparable period in fiscal
2009. During these periods, financing activities related to borrowings and repayments under our revolving credit facility, purchases of common stock for treasury and proceeds from the issuance of
common stock related to stock option exercises and the direct stock purchase plan.

In
October 2007, we registered a direct stock purchase plan with the Securities and Exchange Commission. The purpose of this direct stock purchase plan is to provide a convenient way for
existing stockholders, as well as new investors, to purchase shares of our common stock. A total of 1,500,000 shares of our common stock were registered under the plan with 28,212 shares purchased
during the three months ended December 31, 2009. As of December 31, 2009, there were 1,435,764 shares of common stock available for purchase.

Our
current revolving credit facility has available credit borrowings of $60.0 million with no automatic reductions and provides an accordion feature that can increase the
available credit borrowings to $90.0 million, subject to approval by the lenders and compliance with certain covenants and conditions.

At
December 31, 2009, we had outstanding revolving credit borrowings of $30.5 million. Borrowings under the revolving credit facility are collateralized by substantially
all of our assets. At our election, borrowings under the revolving credit facility bear interest at the applicable Eurodollar Rate plus a variable margin or at a base rate, which is the higher of the
Federal Funds Rate plus 0.5% or the Prime Lending Rate, plus a variable margin. At December 31, 2009, the applicable weighted-average interest rate for outstanding borrowings was 1.02%. We are
also required to pay a variable quarterly fee on the unused balance under the revolving credit facility. At December 31, 2009, the applicable rate was 0.18%. Accrued interest on Eurodollar Rate
borrowings is payable based on elected intervals of
one, two or three months. Accrued interest on base rate borrowings is payable quarterly. The revolving credit facility matures on September 7, 2011, and we are required to repay all principal
and interest outstanding under the revolving credit facility on such date.

The
revolving credit facility contains restrictive covenants, including limitations on incurring certain other indebtedness and requirements that we maintain certain financial ratios. As
of December 31, 2009, we were in compliance with the restrictive covenants. Upon the occurrence of a default, the lender has various remedies or rights, which may include proceeding against the
collateral or requiring us to repay all amounts outstanding under the revolving credit facility.

In
the current volatile credit market, there is risk that any lenders, even those with strong balance sheets and sound lending practices, could fail or refuse to honor their legal
commitments and obligations under existing credit commitments, including but not limited to: extending credit up to the maximum permitted by a credit facility, allowing access to additional credit
features and otherwise accessing capital and/or honoring loan commitments. The lenders under our credit facility are Rabobank International and Wells Fargo. If our lenders failed to honor their legal
commitments under our credit facility, it could be difficult in this environment to replace our credit facility on similar terms. To date, we have not experienced any difficulties in accessing the
available funds under our credit facility.

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A
key component of our business strategy is to seek to make additional acquisitions, which may require that we obtain additional financing, which could include the incurrence of
substantial additional indebtedness or the issuance of additional stock. We believe that borrowings under our current revolving credit facility or a replacement credit facility, together with cash
flows from operations, will be sufficient to make required payments under the current credit facility or any such replacement facility, and to make anticipated capital expenditures and fund working
capital needs for the next twelve months.

Our
significant non-cancelable contractual obligations as of December 31, 2009 were as follows:

Payments Due By PeriodContractual Obligations

Total

Less Than
1 Year

1-3
Years

4-5
Years

After
5 Years(dollars in thousands)Revolving credit facility

$
30,500

$


$
30,500

$


$
Interest on revolving credit facility(a)


669


393


276





Operating leases


5,704


3,326


2,128


208


42Total

$
36,873

$
3,719

$
32,904

$
208

$
42


(a)Represents
estimated interest obligations associated with our outstanding revolving credit facility balance of $30.5 million at December 31,
2009, assuming no principal payments are made before maturity, a weighted-average interest rate of 1.02% and an underutilization fee rate of 0.18%.


New Accounting Standards

In September 2006, the Financial Accounting Standards Board ("FASB") issued authoritative guidance which is included in Accounting
Standards Codification ("ASC") 820, "Fair Value Measurements and Disclosures". This guidance defines fair value, establishes a framework for measuring fair value in generally accepted accounting
principles and expands disclosures about fair value measurements. The guidance does not require any new fair value measurements but rather eliminates inconsistencies in guidance found in prior
accounting pronouncements. We adopted the provisions of this guidance as of October 1, 2008 for assets and liabilities measured at fair value on a recurring basis. On October 1, 2009, we
adopted the provisions of this guidance for assets and liabilities measured at fair value on a non-recurring basis. The adoption of this guidance did not have a material impact on our
consolidated financial statements.

In
December 2007, the FASB issued authoritative guidance included in ASC 805, "Business Combinations", which addresses fair value accounting and the related disclosure for assets and
liabilities acquired in a business combination and generally requires acquisition-related costs to be expensed as incurred. This guidance was effective for us as of October 1, 2009 and did not
have a material impact on the two acquisitions completed in the first quarter of fiscal 2010 but may have an impact on future acquisitions depending on the nature of the acquisition.

In
December 2007, the FASB issued authoritative guidance included in ASC 810, "Consolidation", which changes the accounting and reporting for the noncontrolling interests in a subsidiary
in consolidated financial statements. The guidance recharacterizes minority interests as noncontrolling interests and requires noncontrolling interests to be classified as a component of stockholders'
equity. This guidance was effective for us as of October 1, 2009 and did not have a material impact on our consolidated financial statements.

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In April 2008, the FASB issued authoritative guidance included in ASC 350, "IntangiblesGoodwill and Other", which amends the factors that should be
considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset. This guidance was effective for us as of October 1, 2009 and did
not have a material impact on our consolidated financial statements.

We
periodically review new accounting standards that are issued from time to time. Although some of these accounting standards may be applicable to us, we have not identified any other
new standards that we believe merit further discussion, and we expect that none would have a significant impact on our consolidated financial statements.

Inflation

Inflation affects the cost of raw materials, goods and services used by us. In recent years, inflation has been modest. The competitive
environment somewhat limits our ability to recover higher costs resulting from inflation by raising prices. We seek to mitigate the adverse effects of inflation primarily through improved productivity
and cost containment programs. We do not believe that inflation has had a material impact on our results of operations for the periods presented, except
with respect to increased costs in manufacturing, packaging and distribution resulting from increased fuel and other petrochemical costs, as well as payroll-related costs, insurance premiums and other
costs arising from or related to government imposed regulations.

Forward-Looking Statements

This Form 10-Q 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) slow or negative growth in the nutritional supplement industry
or the healthy foods channel, (ii) adverse publicity or negative consumer perception regarding nutritional supplements, (iii) unavailability of desirable acquisitions or inability to
complete them, (iv) changes in or new government regulations or increased enforcement of the same, (v) litigation and claims, including product liability, intellectual property and other
types, (vi) insurance coverage issues, (vii) increased competition, (viii) increased costs, including from increased energy prices, (ix) the loss of key personnel or the
inability to manage our operations efficiently, (x) disruptions from acquisitions including the loss of customers, (xi) issues with obtaining raw materials of adequate quality or
quantity, or increases in the cost, (xii) problems with information management systems, manufacturing efficiencies and operations, (xiii) changes in general worldwide economic or
political conditions, (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.

We
undertake no obligation to update or revise publicly any forward-looking statements to reflect new information, events or circumstances occurring after the date of this
Form 10-Q.

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Item 3.    Quantitative and Qualitative Disclosures about Market Risk

At our election, borrowings under our revolving credit facility bear interest at the applicable Eurodollar Rate plus a variable margin
or at a base rate, which is the higher of the Federal Funds Rate plus 0.5% or the Prime Lending Rate, plus a variable margin. At December 31, 2009, the applicable weighted-average interest rate
for borrowings was 1.02% and we had total borrowings outstanding of $30.5 million.

With
respect to our international operations, we are subject to currency fluctuations; however, we do not believe that these fluctuations would have a material adverse impact on our
financial position because the majority of our net sales to foreign countries are transacted in U.S. dollars. Net sales to foreign countries not transacted in U.S. dollars include sales to customers
in Norway, Sweden, the U.K., the Netherlands and Japan. To date, we have not hedged any of our potential foreign currency exposures.

Item 4.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures.We maintain disclosure controls and procedures that are designed to ensure that
information
required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and
that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate, to allow for timely decisions regarding
required disclosure.

In
designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable
assurance of achieving the desired control objectives, and we are required to apply our judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As
required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision of and with the participation of our management, including our principal
executive and principal
financial officers, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our principal
executive and principal financial officers have concluded that our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting.There were no changes in our internal control over financial reporting that
occurred during the
last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Table of Contents

PART IIOTHER INFORMATION

Item 1.    Legal Proceedings

As discussed in our other filings, we are subject to regulation by a number of federal, state and foreign agencies and are involved in
various legal matters arising in the normal course of business.

We
carry insurance coverage in the types and amounts that we consider reasonably adequate to cover the risks we face in the industry in which we compete. However, our current liability
policy excludes claims related to certain ingredients, including products including kava.

In
our opinion, the outcomes of individual regulatory and legal matters in which we are presently involved are not probable and no estimate can be made of the range of potential gains or
losses. While incapable of estimation, in the opinion of management, the individual regulatory and legal matters in which we are involved are not expected to have a material adverse effect on our
consolidated financial position, results of operations or cash flows.

Item 1A.    Risk Factors

There have been no material changes in our risk factors from those disclosed in our 2009 Annual Report on Form 10-K.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

We did not sell any unregistered equity securities during the period covered by this Form 10-Q for the Quarterly
Period Ended December 31, 2009.

Prior
to fiscal 2009, our Board of Directors approved a share purchase program authorizing us to buy up to 2,500,000 shares of our common stock. During the year ended
September 30, 2009, our Board of Directors approved the addition of 1,000,000 shares to our previously approved share purchase program. As of December 31, 2009, there are 1,017,831
shares available for purchase under this program. The shares available for purchase under this program have no expiration date. Purchases under this program during the three months ended
December 31, 2009 occurred in October, November and December as follows:

Period

Total Number
of Shares
Purchased

Average Price
Paid Per
Share

Total Number
of Shares
Purchased as
Part of
Publicly
Announced
Plan

Maximum
Number of
Shares that
May Yet Be
Purchased Under
the Plan10/1/09 to 10/31/09


58,063

$
11.61


58,06311/1/09 to 11/30/09


64,946


11.70


64,94612/1/09 to 12/31/09


66,300


11.92


66,300189,309

$
11.75


189,309


1,017,831


Item 6.    Exhibits

31.1

Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1

Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


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SIGNATURE

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

NUTRACEUTICAL INTERNATIONAL CORPORATION(Registrant)Date: January 28, 2010

By:

/s/ CORY J. MCQUEEN Cory J. McQueen Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)


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