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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, 2008

Commission file number 000-23731

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

Delaware

87-0515089(State of incorporation)

(IRS Employer Identification No.)1400 Kearns Boulevard, 2nd Floor, Park City, Utah

84060(Address of principal executive office)

(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 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 (check one):

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 29, 2009 the registrant had 10,862,782 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, 2008 and December 31, 2008

3Condensed Consolidated Statements of Operations and Comprehensive IncomeThree Months Ended December 31, 2007 and 2008

4Condensed Consolidated Statements of Cash FlowsThree Months Ended December 31, 2007 and 2008

5Notes to Condensed Consolidated Financial Statements

6Item 2.

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

12Item 3.

Quantitative and Qualitative Disclosures about Market Risk

20Item 4.

Controls and Procedures

20Part II.

Other Information

21Item 1.

Legal Proceedings

21Item 1A.

Risk Factors

21Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

21Item 6.

Exhibits

21


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PART IFINANCIAL INFORMATION



Item 1.    Financial Statements

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

September 30,
2008(1)

December 31,
2008ASSETSCurrent assetsCash and cash equivalents

$
5,189

$
5,007Accounts receivable, net


11,963


10,620Inventories, net


33,812


33,000Prepaid expenses and other current assets


2,982


1,490Deferred income taxes


1,631


1,774Total current assets


55,577


51,891Property, plant and equipment, net


52,356


55,633Goodwill


37,632


37,161Intangible assets, net


13,153


12,650Other non-current assets, net


514


1,104Deferred income taxes, net


2,432


2,369Total assets

$
161,664

$
160,808LIABILITIES AND STOCKHOLDERS' EQUITYCurrent liabilitiesAccounts payable

$
12,333

$
9,108Accrued expenses


6,906


5,150Total current liabilities


19,239


14,258Long-term debt


28,000


29,500Other non-current liabilities


965


1,113Total liabilities


48,204


44,871Stockholders' equityCommon stock


108


109Additional paid-in capital


30,213


30,353Retained earnings


82,788


85,900Accumulated other comprehensive income


351


(425
)Total stockholders' equity


113,460


115,937Total liabilities and stockholders' equity

$
161,664

$
160,808


---

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 31,2007

2008Net sales

$
41,086

$
39,629Cost of sales


18,773


18,197Gross profit


22,313


21,432Operating expensesSelling, general and administrative


16,628


15,773Amortization of intangible assets


167


159Income from operations


5,518


5,500Interest and other (income)/expense, net


380


510Income before provision for income taxes


5,138


4,990Provision for income taxes


1,927


1,878Net income

$
3,211

$
3,112Other comprehensive income/(loss)Foreign currency translation adjustment, net of tax


(30
)

(776
)Comprehensive income

$
3,181

$
2,336Net income per common shareBasic

$
0.29

$
0.29Diluted


0.28


0.28Weighted average common shares outstandingBasic


11,123,792


10,849,221Dilutive effect of stock options


146,297


82,591Diluted


11,270,089


10,931,812


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

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

Three months ended
December 31,2007

2008Cash flows from operating activitiesNet income

$
3,211

$
3,112Adjustments to reconcile net income to net cash provided byoperating activities:Depreciation and amortization


1,312


1,634Amortization of deferred financing fees


14


14Losses on disposals of property and equipment


1


1Deferred income taxes


299


(80
)Changes in assets and liabilities, net of effects of acquisitionsAccounts receivable, net


(460
)

1,343Inventories, net


(738
)

812Prepaid expenses and other current assets


1,736


1,492Other non-current assets, net


26


211Accounts payable


(685
)

(3,225
)Accrued expenses


(1,887
)

(2,366
)Other non-current liabilities


10


148Net cash provided by operating activities


2,839


3,096Cash flows from investing activitiesAcquisitions of businesses, net of cash acquired


(97
)

Purchases of property and equipment


(4,007
)

(4,753
)Net cash used in investing activities


(4,104
)

(4,753
)Cash flows from financing activitiesProceeds from long-term debt


1,500


3,000Payments on long-term debt


(500
)

(1,500
)Proceeds from issuances of common stock


8


128Purchases of common stock for treasury


(858
)

Tax benefit from stock option exercises





13Net cash provided by financing activities


150


1,641Effect of exchange rate changes on cash


(8
)

(166
)Net decrease in cash


(1,123
)

(182
)Cash at beginning of period


4,605


5,189Cash at end of period

$
3,482

$
5,007


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, 2008, the results of their operations and cash flows for the three months ended
December 31, 2007 and 2008, 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, 2008 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, 2008, which was filed with the Securities and Exchange Commission on November 20, 2008.

2. ACCOUNTS RECEIVABLE, NET

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

September 30,
2008

December 31,
2008Accounts receivable

$
14,120

$
12,803Less allowances


(2,157
)

(2,183
)$
11,963

$
10,620


3. INVENTORIES, NET

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

September 30,
2008

December 31,
2008Raw materials

$
12,941

$
14,102Work-in-process


6,760


4,876Finished goods


15,947


15,84535,648


34,823Less reserves


(1,836
)

(1,823
)$
33,812

$
33,000


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NUTRACEUTICAL INTERNATIONAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

(dollars in thousands, except per share data)

4. GOODWILL AND INTANGIBLE ASSETS

The change in the carrying amount of goodwill from September 30, 2008 to December 31, 2008 was as follows:

GoodwillBalance as of September 30, 2008

$
37,632Foreign currency translation adjustment


(471
)Balance as of December 31, 2008

$
37,161


The
carrying amounts of intangible assets at September 30, 2008 and December 31, 2008 were as follows:

September 30, 2008

December 31, 2008Gross
Carrying
Amount
(1)

Accumulated
Amortization
(1)

Net
Carrying
Amount

Gross
Carrying
Amount
(1)

Accumulated
Amortization
(1)

Net
Carrying
Amount

Weighted-Average
Amortization
Period (Years)Intangible assets subject to amortization:Trademarks/trade names/patents

$
481

$
(367
)
$
114

$
486

$
(377
)
$
109


5Customer relationships/distribution rights


3,100


(672
)

2,428


2,769


(701
)

2,068


7Developed software and technology


772


(296
)

476


772


(335
)

437


54,353


(1,335
)

3,018


4,027


(1,413
)

2,614Intangible assets not subject to amortization:Trademarks/trade names/licenses


10,135





10,135


10,036





10,036$
14,488

$
(1,335
)
$
13,153

$
14,063

$
(1,413
)
$
12,650


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NUTRACEUTICAL INTERNATIONAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

(dollars in thousands, except per share data)

4. GOODWILL AND INTANGIBLE ASSETS (Continued)

Estimated future amortization expense related to the December 31, 2008 net carrying amount of $2,614 for intangible assets subject to
amortization is as follows:

Year Ending September 30,

Estimated
Amortization
Expense2009(1)

$
4692010


6192011


6072012


4472013


291Thereafter


181$
2,614






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 the
Company to believe that value is impaired. The Company performs its annual impairment testing as of September 30 each year, which is the last day of the Company's fiscal year. Reporting unit
fair values are determined using the income and market approaches. At December 31, 2008, the Company had goodwill allocated to its branded reporting unit and its natural food markets reporting
unit. Amortizable intangible assets are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.

During
the year ended September 30, 2008, the Company recorded a non-cash goodwill impairment charge of $2,875 ($1,811 after tax, or $0.16 per diluted share) related
to its health food stores reporting unit.

The
ongoing uncertainty in general economic and market conditions negatively impacted retail and consumer demand, as well as the market price of the Company's common stock, during the
three months ended December 31, 2008 and could continue to negatively impact the Company's future operating performance, cash flow and/or stock price and could increase the likelihood of
significant additional goodwill or intangible asset impairment charges being recorded in future periods which could materially impact the Company's consolidated financial statements. Triggering events
in future periods that could potentially warrant an interim review of goodwill and intangible assets to determine whether or not additional impairments exist include a prolonged decrease in the
Company's stock price and market capitalization, a sustained decrease in the Company's net sales and/or a sustained decrease in
the Company's income from operations. The valuation of goodwill and intangible assets is subject to a high degree of judgment and complexity.

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NUTRACEUTICAL INTERNATIONAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

(dollars in thousands, except per share data)

5. FAIR VALUE OF FINANCIAL INSTRUMENTS

In September 2006, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standard No. 157,Fair Value
Measurements("SFAS 157"). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands
disclosures about fair value measurements. SFAS 157 does not require any new fair value measurements but rather eliminates inconsistencies in guidance found in prior accounting pronouncements.
In November 2007, the FASB decided to postpone for one year the effective date of SFAS 157 for assets and liabilities measured at fair value on a non-recurring basis. The Company adopted
SFAS 157 as of October 1, 2008 for assets and liabilities measured at fair value on a recurring basis. The adoption of this standard did not have a material impact on the Company's
consolidated financial statements. The Company will adopt SFAS 157 for assets and liabilities measured at fair value on a non-recurring basis as of October 1, 2009.

On
a quarterly basis, the Company measures at fair value certain financial assets and liabilities, including cash equivalents and an interest rate swap. SFAS 157 specifies 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:



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 and liabilities at December 31, 2008 was determined using the following levels of inputs:

Fair Value Measurements as of December 31, 2008Total

Level 1

Level 2

Level 3Assets:Cash equivalentsmoney market fund

$
2,118


2,118





Liabilities:Accrued expensesinterest rate swap

$
186





186





The
fair value for the money market fund, classified as Level 1, was obtained from a quoted market price. The fair value for the interest rate swap, classified as Level 2,
was derived based on the notional amount of the interest rate swap and observable market inputs including time to maturity, interest rates and credit spreads.

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NUTRACEUTICAL INTERNATIONAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

(dollars in thousands, except per share data)

6. SHARE REPURCHASES

During the three months ended December 31, 2008, the Company did not purchase or retire any shares of common stock. During the three months ended December 31, 2007, the
Company purchased 67,731 shares of common stock for an aggregate price of $858, which shares were held in treasury until being retired on December 31, 2007. As of December 31, 2008, the
Company was permitted to purchase up to 563,915 additional shares under its approved purchase plan. The Company accounts for treasury shares using the cost method.

7. STOCK OPTIONS

The following table summarizes stock option activity during the three months ended December 31, 2008:

Number of
Options

Weighted-Average
Exercise PriceOptions outstanding and exercisable at September 30, 2008


563,517

$
8.30Exercised


(15,600
)

5.00Options outstanding and exercisable at December 31, 2008


547,917

$
8.39


Options
to purchase 163,365 and 305,300 shares of common stock for the three months ended December 31, 2007 and 2008, 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, 2008, the Company received proceeds of $89 related to the exercise of stock options. During this same period, the Company recorded a tax
benefit of $13 and optionees realized an aggregate pre-tax gain of $32 from these stock option exercises. During the three months ended December 31, 2007, there were no stock
options exercised.

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

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NUTRACEUTICAL INTERNATIONAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

(dollars in thousands, except per share data)

8. OPERATING SEGMENTS (Continued)

Net
sales attributed to customers in the United States and foreign countries for the three months ended December 31, 2007 and 2008 were as follows:

Three months ended December 31,2007

2008United States

$
35,866

$
35,282Foreign countries


5,220


4,347$
41,086

$
39,629


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, 2007 and 2008 were as follows:

Three months ended December 31,2007

2008Branded nutritional supplements and other natural products

$
36,820

$
35,505Other(1)


4,266


4,124$
41,086

$
39,629


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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, from beginning to end, the manufacturing, marketing and distribution of branded nutritional supplement businesses in the natural products industry. 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
sell branded nutritional supplements and other natural products under the trademarksSolaray®, VegLife®,KAL®,Nature's
Life®,Sunny Green®,Action Labs®, Natural Balance®, NaturalMax®, bioAllers®,Herbs for Kids, Natra-Bio®,NaturalCare®, Zand®,Health from the Sun®, Life-flo®,Larenim®,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 BioSciences, 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,Granola's and Pilgrim's Natureway.

We
were formed in 1993 by senior management and Bain Capital, Inc. 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-five 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
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. 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

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financial
condition were to change, additional provisions for bad debts may be required, which could have a material impact on the consolidated financial statements.

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 in accordance with Statement of Financial Accounting Standards No. 144,Accounting for
the Impairment or Disposal of Long-Lived Assets. We review property, plant and equipment 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Statement of Financial Accounting Standards No. 141,Business
Combinations, and Statement of Financial Accounting Standards No. 142,Goodwill and Other Intangible Assets("SFAS 142"), 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. Reporting unit fair values are determined using the income and market approaches. At December 31, 2008, we had goodwill
allocated to our branded reporting unit and our natural food markets reporting unit.

During
the year ended September 30, 2008, we recorded a non-cash goodwill impairment charge of $2.9 million ($1.8 million after tax, or $0.16 per diluted
share). This charge represented the entire carrying value of goodwill related to our health food stores reporting unit.

The
ongoing uncertainty in general economic and market conditions negatively impacted retail and consumer demand, as well as the market price of our common stock, during the three months
ended December 31, 2008 and could continue to negatively impact our future operating performance, cash flow and/or stock price and could increase the likelihood of significant additional
goodwill or intangible asset impairment charges being recorded in future periods which could materially impact our consolidated financial statements. Triggering events in future periods that could
potentially warrant an interim review of goodwill and intangible assets to determine whether or not additional impairments exist include a prolonged decrease in our stock price and market
capitalization, a sustained decrease in our net sales and/or a sustained decrease in our income from operations. The valuation of goodwill and intangible assets is subject to a high degree of judgment
and complexity.

Revenue RecognitionRevenue is recognized in accordance with Staff Accounting Bulletin No. 104, Revenue Recognition, which states that revenue should be
recognized when the following criteria are

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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.

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 31,2007

2008Net sales


100.0
%

100.0
%Cost of sales


45.7
%

45.9
%Gross profit


54.3
%

54.1
%Selling, general and administrative


40.5
%

39.8
%Amortization of intangible assets


0.4
%

0.4
%Income from operations


13.4
%

13.9
%Interest and other (income)/expense, net


0.9
%

1.3
%Income before provision for income taxes


12.5
%

12.6
%Provision for income taxes


4.7
%

4.7
%Net income


7.8
%

7.9
%EBITDA(1)


16.6
%

18.0
%






Comparison of the Three Months Ended December 31, 2008 to the Three Months Ended December 31, 2007

Net Sales.Net sales decreased by $1.5 million, or 3.5%, to $39.6 million for the three months ended December 31, 2008
("first
quarter of fiscal 2009") from $41.1 million for the three months ended December 31, 2007 ("first quarter of fiscal 2008"). Net sales of branded nutritional supplements and other natural
products decreased by $1.3 million, or 3.6%, to $35.5 million for the first quarter of fiscal 2009 compared to $36.8 million for the first quarter of fiscal 2008. The decrease in
net sales of branded nutritional supplements and other natural products was primarily related to a decrease in sales volume of branded products to many customers due in large part to the U.S. and
global economic recession which seemed to be more pronounced during the first quarter of fiscal 2009. This decrease in net sales volume was partially offset by a $1.3 million increase in net
sales related to price changes as well as the net sales contributions of businesses acquired during fiscal 2008. Other net sales remained relatively flat at $4.1 million for the first quarter
of fiscal 2009 compared to $4.3 million for the first quarter of fiscal 2008. Management believes that the VMS Industry contracted during the first quarter of fiscal 2009 and continues to
remain very competitive.

Gross Profit.Gross profit decreased by $0.9 million, or 3.9%, to $21.4 million for the first quarter of fiscal 2009 from
$22.3 million for the first quarter of fiscal 2008. This decrease in gross profit was

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primarily
attributable to the decrease in net sales. As a percentage of net sales, gross profit remained relatively flat at 54.1% for the first quarter of fiscal 2009 compared to 54.3% for the first
quarter of fiscal 2008.

Selling, General and Administrative.Selling, general and administrative expenses decreased by $0.8 million, or 5.1%, to
$15.8 million
for the first quarter of fiscal 2009 from $16.6 million for the first
quarter of fiscal 2008. As a percentage of net sales, selling, general and administrative expenses decreased to 39.8% for the first quarter of fiscal 2009 compared to 40.5% for the first quarter of
fiscal 2008. This decrease in selling, general and administrative expenses was primarily attributable to a reduction in operational and transitional costs related to businesses acquired in fiscal 2007
and fiscal 2008 as well as year-over-year cost improvements in most areas.

Amortization of Intangibles.Amortization of intangibles was $0.2 million for the first quarter of fiscal 2009 and 2008. 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 $0.5 million for the first quarter of fiscal
2009 and
$0.4 million for the first quarter of fiscal 2008 and primarily consisted of interest expense on indebtedness under our revolving credit facility, with the increase being primarily related to
additional borrowings for the fiscal 2008 acquired businesses partially offset by a reduction in interest rates.

Provision for Income Taxes.Our effective tax rate was 37.6% for the first quarter of fiscal 2009 and 37.5% for the first quarter of
fiscal 2008. 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 EBITDA 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 31,2007

2008Net income

$
3,211

$
3,112Provision for income taxes


1,927


1,878Interest and other (income)/expense, net(1)


380


510Depreciation and amortization


1,312


1,634EBITDA

$
6,830

$
7,134






Our
EBITDA increased to $7.1 million for the first quarter of fiscal 2009 from $6.8 million for the first quarter of fiscal 2008. EBITDA as a percentage of net sales
increased to 18.0% for the first quarter of fiscal 2009 from 16.6% for the first quarter of fiscal 2008.

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 $37.6 million as of December 31, 2008 compared to $36.3 million as of
September 30, 2008. This increase in working capital was primarily the result of decreases in accounts payable and accrued expenses partially offset by decreases in accounts receivable,
inventories and prepaid expenses and other current assets.

Net
cash provided by operating activities for the three months ended December 31, 2008 was $3.1 million compared to $2.8 million for the comparable period in fiscal
2008. This increase in net cash provided by operating activities for the three months ended December 31, 2008 was primarily attributable to changes in assets and liabilities.

Net
cash used in investing activities was $4.8 million for the three months ended December 31, 2008 compared to $4.1 million for the comparable period in fiscal
2008. Our investing activities during these periods primarily consisted of capital expenditures primarily for building improvements related to facility consolidation efforts, distribution and
manufacturing equipment and information systems.

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Net
cash provided by financing activities was $1.6 million for the three months ended December 31, 2008 compared to $0.2 million for the comparable period in fiscal
2008. During these periods, financing activities primarily 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 5,856 shares purchased
during the three months ended December 31, 2008. As of December 31, 2008, there were 1,481,101 shares of common stock available for purchase under this plan.

Our
current revolving credit facility has available credit borrowings of $60.0 million with no automatic reductions and provides an accordion feature which 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, 2008, we had outstanding revolving credit borrowings of $29.5 million. Borrowings under the revolving credit facility are collateralized by certain 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, 2008, the applicable weighted-average interest rate for outstanding borrowings was 3.65%, exclusive of
any interest rate swap agreements. We are also required to pay a variable quarterly fee on the unused balance under the revolving credit facility. At December 31, 2008, 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 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, 2008, 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.

On
August 10, 2008, we entered into a one-year interest rate swap agreement covering $15.0 million of our outstanding revolving credit borrowings. The interest
rate swap has a fixed interest rate of 3.17% plus a variable margin of 0.75% at December 31, 2008 for an all-in rate of 3.92%. This interest rate swap was not designated as a hedge in
accordance with Statement of Financial Accounting Standards No. 133,Accounting for Derivative Instruments and Hedging Activities("SFAS 133"). For the three months ended December 31, 2008, the interest rate swap had an unfavorable change in fair value of $186 thousand, which was included as a component of
interest and other (income)/expense in the Condensed Consolidated Statements of Operations and Comprehensive Income.

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 on 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.

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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 fiscal 2009.

Our
significant non-cancelable contractual obligations as of December 31, 2008 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

$
29,500

$


$
29,500

$


$
Interest on revolving credit facility(a)


3,178


1,185


1,993





Operating leases


7,533


3,151


3,584


736


62Total

$
40,211

$
4,336

$
35,077

$
736

$
62


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New Accounting Standards

In September 2006, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standard No. 157, Fair Value
Measurements("SFAS 157"). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted
accounting principles and expands disclosures about fair value measurements. SFAS 157 does not require any new fair value measurements but rather eliminates inconsistencies in guidance found in
prior accounting standards. In November 2007, the FASB decided to postpone for one year the effective date of SFAS 157 for assets and liabilities measured at fair value on a non-recurring
basis. SFAS 157 was effective for us as of October 1, 2008 for assets and liabilities measured at fair value on a recurring basis. Our adoption of SFAS 157 did not have a material
impact on our consolidated financial statements. SFAS 157 is effective for us as of October 1, 2009 for assets and liabilities measured at fair value on a non-recurring basis.

In
February 2007, the FASB issued Statement of Financial Accounting Standard No. 159,The Fair Value Option for Financial Assets and Financial
LiabilitiesIncluding an amendment of FASB Statement No. 115("SFAS 159"). SFAS 159 permits entities to choose to measure many financial
instruments and certain other items at fair value. SFAS 159 was effective for us as of October 1, 2008, however, we did not elect to apply the fair value option to any financial
instruments or other items upon adoption or during the three months ended December 31, 2008. As a result, the adoption of SFAS 159 did not have a material impact on our consolidated
financial statements.

In
December 2007, the FASB issued Statement of Financial Accounting Standard No. 141 (Revised 2007),Business Combinations("SFAS 141(R)"). SFAS 141(R) addresses fair value accounting and the related disclosure for assets and liabilities acquired in a business combination. SFAS 141(R) is effective for
our 2010 fiscal year. We are currently evaluating the impact this standard may have on our consolidated financial statements.

In
December 2007, the FASB issued Statement of Financial Accounting Standard No. 160,Noncontrolling Interests in Consolidated Financial
Statements("SFAS 160"). SFAS 160 changes the

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accounting
and reporting for the noncontrolling interests in a subsidiary in consolidated financial statements. SFAS 160 recharacterizes minority interests as noncontrolling interests and
requires noncontrolling interests to be classified as a component of shareholders' equity. SFAS 160 is effective for us as of October 1, 2009 and requires retroactive adoption of the
presentation and disclosure requirements for existing minority interests. We do not expect the adoption of SFAS 160 to have a material impact on our consolidated financial statements.

In
March 2008, the FASB issued Statement of Financial Accounting Standard No. 161,Disclosures about Derivative Instruments and Hedging
Activitiesan amendment of SFAS No. 133("SFAS 161"). This Standard requires enhanced disclosures regarding derivatives and hedging activities.
SFAS 161 is effective for us beginning January 1, 2009. SFAS 161 will not have a material impact on our consolidated financials statements.

In
April 2008, the FASB issued Staff Position No. 142-3,Determination of the Useful Life of Intangible Assets("FSP
142-3"). FSP 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible
asset under SFAS 142. FSP 142-3 is effective for us as of October 1, 2009. Early adoption is prohibited. We are currently evaluating the impact FSP 142-3 may have
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. Although these statements are
believed to be reasonable, they are inherently uncertain. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity,
performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these statements. We undertake no obligation to
update forward-looking statements to reflect events or circumstances occurring after the date this Form 10-Q was first filed with the SEC. 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) interruption of business or negative impact on sales and earnings due to acts of God, acts of war, terrorism, bio-terrorism or civil unrest, (iii) adverse publicity or
negative consumer perception regarding nutritional supplements, (iv) changes in government regulations, (v) product liability claims and litigation, (vi) insurance coverage
issues,

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(vii) increased
competition or costs, (viii) intellectual property rights of other parties, (ix) the loss of key personnel, (x) disruptions from acquisitions,
(xi) issues with obtaining raw materials of adequate quality or quantity, (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) litigation generally,
and (xvi) other factors indicated from time to time in our SEC reports, copies of which are available upon request from our investor relations group or which may be obtained at the SEC's
website (www.sec.gov).

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, 2008, the applicable weighted-average interest rate
for borrowings was 3.65% and we had total borrowings outstanding of $29.5 million.

On
August 10, 2008, we entered into a one-year interest rate swap agreement covering $15.0 million of our outstanding revolving credit borrowings. At
December 31, 2008, the interest rate swap had an all-in interest rate of 3.92% and was not designated as a hedge in accordance with SFAS 133. For the three months ended
December 31, 2008, the interest rate swap had an unfavorable change in fair value of $186 thousand, which was included as a component of interest and other (income)/expense in the
Condensed Consolidated Statements of Operations and Comprehensive Income.

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 containing 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 2008 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, 2008.

Under
our share purchase program which was initially approved on June 22, 2000, we are authorized to buy up to 2,500,000 shares of our common stock, of which 563,915 shares may
yet be purchased as of December 31, 2008. The shares available for purchase under this program have no expiration date. There were no purchases under this program during the three months ended
December 31, 2008.

Item 6.    Exhibits



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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 29, 2009

By:

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


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