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adjustments for slow moving,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 estimated 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 property, plant and equipment whenever events or circumstances indicate that the carrying amount of an asset group may not be recoverable. We measure recoverability of an asset group by comparison of its carrying amount to the future undiscounted cash flows the asset group is expected to generate. If an asset group is considered to be impaired, the difference between the carrying amount and the fair value of the impaired asset group is recognized as an impairment charge.

        Goodwill and Intangible Assets—Goodwill and intangible assets require estimates and judgments in determining the initial recognition and measurement, 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 indefinite-lived intangible assets are tested annually for impairment and when events or changes in circumstances indicate the carrying value may not be recoverable. The appropriateness of the indefinite-life classification of non-amortizable intangible assets is also reviewed as part of the annual testing or when circumstances warrant a change to a finite life. We perform our annual impairment testing as of September 30 each year, which is the last day of our fiscal year.

        A two-step process is used to test for goodwill impairment. The first step is to determine if there is an indication of impairment by comparing the estimated fair value of each reporting unit to its carrying value, including existing goodwill. Reporting unit fair values are estimated using market data as well as other factors. Goodwill is considered impaired if the carrying value of a reporting unit exceeds the estimated fair value. Upon an indication of impairment, a second step is performed to measure the amount of the impairment by comparing the implied fair value of the reporting unit's goodwill with its carrying value.

        Intangible assets with indefinite useful lives are tested for impairment at the individual tradename level by comparing the fair value of the indefinite-lived intangible asset to its carrying amount. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment charge is recognized. Fair values of indefinite-lived intangible assets are estimated using discounted cash flow models.

        Amortizable intangible assets are reviewed for recoverability by comparing an asset group's carrying amount to the future undiscounted cash flows the asset group is expected to generate. If an asset group is considered to be impaired, the difference between the carrying amount and the fair value of the impaired asset group is recorded.

        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. Also, we periodically review our brands to achieve marketing, sales and operational synergies. These reviews could result in additional brands being consolidated or discontinued and could result in additional intangible asset impairment charges being recorded in future periods. Such goodwill and/or intangible asset impairment charges could materially impact our consolidated financial statements. The valuation of goodwill and intangible assets is subject to a high degree of judgment, uncertainty and complexity.

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        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 customer 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.

New Accounting Standards

        See Note 1 to the Condensed Consolidated Financial Statements for information regarding new accounting standards.

Results of Operations

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

Comparison of the Three Months Ended DecemberMarch 31, 20142015 to the Three Months Ended DecemberMarch 31, 20132014

        Net Sales.    Net sales increased by $1.4$0.5 million, or 2.9%1.0%, to $53.0$55.4 million for the three months ended DecemberMarch 31, 2014 ("first2015 (the "second quarter of fiscal 2015") from $51.6$54.9 million for the three months ended DecemberMarch 31, 2013 ("first2014 (the "second quarter of fiscal 2014"). Net sales of branded nutritional supplements and other natural products increased by $0.9$0.4 million, or 1.9%0.8%, to $47.9$49.9 million for the firstsecond quarter of fiscal 2015 compared to $47.0$49.5 million for the firstsecond quarter of fiscal 2014. The increase in net sales of branded nutritional supplements and other natural products was primarily related to the net sales contributions of the fiscal 2014 and fiscal 2015 acquisitions and price increases

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contributions of the fiscal 2014 acquisitions,$1.1 million, partially offset by a decrease in sales volume of branded products to certain customers. The impact on net sales of branded products attributable to price changes was not material. Other net sales increased by $0.5 million, or 12.9%, to $5.1were $5.5 million for the firstsecond quarter of fiscal 2015 compared to $4.6and $5.4 million for the firstsecond quarter of fiscal 2014. The increase in other net sales was primarily related to the net sales contributions of the fiscal 2014 acquisitions.

        Gross Profit.    Gross profit was $25.9$27.3 million for the firstsecond quarter of fiscal 2015 and $26.1$27.2 million for the firstsecond quarter of fiscal 2014. As a percentage of net sales, gross profit was 48.7%49.2% for the firstsecond quarter of fiscal 2015 compared to 50.6%and 49.5% for the firstsecond quarter of fiscal 2014. This decrease in gross profit percentage was primarily related to an increase in manufacturing overhead costs.

        Selling, General and Administrative.    Selling, general and administrative expenses increased by $1.0$0.5 million, or 5.2%2.6%, to $19.6$19.8 million for the firstsecond quarter of fiscal 2015 from $18.6$19.3 million for the firstsecond quarter of fiscal 2014. As a percentage of net sales, selling, general and administrative expenses were 36.9%35.7% for the firstsecond quarter of fiscal 2015 and 36.1%35.1% for the firstsecond quarter of fiscal 2014. This increase in selling, general and administrative expenses was primarily attributable to operational and transition costs related to the fiscal 2014 acquisitions.

        Amortization of Intangible Assets.    Amortization of intangible assets was $0.7 million for both the firstsecond quarter of fiscal 2015 and $0.6 million for the firstsecond quarter of fiscal 2014. For each period, amortization expense was primarily related to intangible assets recorded in connection with acquisitions.

        Interest and Other Expense, Net.    Net interest and other expense was $0.3 million for both the firstsecond quarter of fiscal 2015 and $0.4 million for the second quarter of fiscal 2014 and primarily consisted of interest expense on indebtedness under our revolving credit facility.

        Provision for Income Taxes.    Our effective tax rate was 36.4%36.6% for the firstsecond quarter of fiscal 2015 and 37.1% for the firstsecond quarter of fiscal 2014. In each period, our effective tax rate was higher than the federal statutory rate primarily due to state taxes.

Comparison of the Six Months Ended March 31, 2015 to the Six Months Ended March 31, 2014

        Net Sales.    Net sales increased $2.0 million, or 1.9%, to $108.4 million for the six months ended March 31, 2015 from $106.4 million for the six months ended March 31, 2014. Net sales of branded nutritional supplements and other natural products increased by $1.3 million, or 1.3%, to $97.8 million for the six months ended March 31, 2015 from $96.5 million for the six months ended March 31, 2014. The increase in net sales of branded nutritional supplements and other natural products was primarily related to the net sales contributions of the fiscal 2014 and fiscal 2015 acquisitions and, to a lesser extent, price increases of $0.8 million, partially offset by a decrease in sales volume of branded products to certain customers. Other net sales increased $0.7 million, or 7.6%, to $10.6 million for the six months ended March 31, 2015, compared to $9.9 million for the six months ended March 31, 2014. The increase in other net sales was primarily related to the net sales contributions of the fiscal 2014 acquisitions.

        Gross Profit.    Gross profit was $53.1 million for the six months ended March 31, 2015 and $53.2 million for the six months ended March 31, 2014. As a percentage of net sales, gross profit decreased to 49.0% for the six months ended March 31, 2015 from 50.0% for the six months ended March 31, 2014. This decrease in gross profit percentage was primarily related to an increase in manufacturing overhead costs.

        Selling, General and Administrative.    Selling, general and administrative expenses increased by $1.4 million, or 3.9%, to $39.3 million for the six months ended March 31, 2015 from $37.9 million for the six months ended March 31, 2014. As a percentage of net sales, selling, general and administrative expenses increased to 36.3% for the six months ended March 31, 2015, compared to 35.6% for the six months ended March 31, 2014. This increase in selling, general and administrative expenses was primarily attributable to operational and transition costs related to the fiscal 2014 acquisitions.

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        Amortization of Intangible Assets.    Amortization of intangible assets was $1.5 million for the six months ended March 31, 2015 and $1.2 million for the six months ended March 31, 2014. For each period, amortization expense was primarily related to intangible assets recorded in connection with acquisitions.

        Interest and Other Expense, Net.    Net interest and other expense was $0.6 million for the six months ended March 31, 2015 and $0.7 million for the six months ended March 31, 2014 and primarily consisted of interest expense on indebtedness under our revolving credit facility.

        Provision for Income Taxes.    Our effective tax rate was 36.6% for the six months ended March 31, 2015 and 37.1% for the six months ended March 31, 2014. In each period, our effective tax rate was higher than the federal statutory rate primarily due to state taxes.

Adjusted EBITDA

        Adjusted EBITDA (a non-GAAP measure) is defined in our performance measures as earnings before net interest and other expense, taxes, depreciation, amortization and goodwill and intangible asset impairments. Adjusted EBITDA has some inherent limitations in measuring operating performance due to the exclusion of certain financial elements such as depreciation and amortization and is not necessarily comparable to other similarly-titled captions of other companies due to potential inconsistencies in the method of calculation. Furthermore, Adjusted EBITDA is not intended to be 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:

•

We acknowledge that plant and equipment (while less important in our line of business due to outsourcing alternatives) are necessary to earn revenue based on our current business model.



•

Our use of an EBITDA-based measure of operating performance is not based on any belief about the reasonableness of excluding depreciation and amortization when measuring financial performance.



•

Our use of an EBITDA-based measure is supported by its importance to the following key stakeholders:



•

Analysts—who estimate our projected Adjusted EBITDA and other EBITDA-based metrics in their independently-developed financial models for investors;

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•

Creditors—who evaluate our operating performance based on compliance with certain EBITDA-based debt covenants;



•

Investment Bankers—who use EBITDA-based metrics in their written evaluations and comparisons of companies within our industry; and



•

Board of Directors and Executive Management—who use EBITDA-based metrics for evaluating management performance relative to our operating budget and bank covenant compliance, as well as our ability to service debt and raise capital for growth opportunities, including acquisitions, which are a critical component of our stated strategy. Generally, we have recorded a monthly accrual for incentive compensation as a percentage of Adjusted EBITDA, which has been paid out to executive management, as well as other employees, upon completion of our annual audit.




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

		Three Months Ended December 31,							Three Months Ended March 31,						Six Months Ended March 31,
		2014			2013				2015			2014			2015			2014
		(dollars in thousands)							(dollars in thousands)
Net income		$	3,351		$	4,135			$	4,096		$	4,324		$	7,447		$	8,459
Provision for income taxes			1,921			2,444				2,369			2,552			4,290			4,996
Interest and other expense, net(1)			297			318				273			350			570			668
Depreciation and amortization			3,239			2,638				3,268			2,777			6,507			5,415
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Adjusted EBITDA		$	8,808		$	9,535			$	10,006		$	10,003		$	18,814		$	19,538
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

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(1)

Includes amortization of deferred financing fees.

        Our Adjusted EBITDA decreased to $8.8was $10.0 million for both the firstsecond quarter of fiscal 2015 from $9.5 million forand the firstsecond quarter of fiscal 2014. Adjusted EBITDA as a percentage of net sales decreased to 16.6%was 18.1% for the firstsecond quarter of fiscal 2015 from 18.5%and 18.2% for the firstsecond quarter of fiscal 2014.

        Our Adjusted EBITDA decreased to $18.8 million for the six months ended March 31, 2015 from $19.5 million for the six months ended March 31, 2014. Adjusted EBITDA as a percentage of net sales decreased to 17.3% for the six months ended March 31, 2015 from 18.4% for the six months ended March 31, 2014.

Seasonality

        We believe that our business is characterized by minor seasonality. However, sales to any particular customer or 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 through March) due to increased interest in health-related products among consumers following the holiday season.

Liquidity and Capital Resources

        We had working capital of $63.3$63.9 million as of DecemberMarch 31, 20142015, compared to $62.1 million as of September 30, 2014. The increase in working capital was primarily the result of decreasesan increase in accounts payablereceivable and a decrease in accrued expenses, partially offset by a decreasedecreases in cash.cash and inventories.

        Net cash provided by operating activities for the threesix months ended DecemberMarch 31, 20142015 was $3.0$11.2 million, compared to $5.5$10.8 million for the comparable period in fiscal 2014. This decreaseincrease in net cash provided by operating activities for the threesix months ended DecemberMarch 31, 20142015 was primarily attributable to changes in operating assets and liabilities.




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        Net cash used in investing activities was $2.7$4.3 million for the threesix months ended DecemberMarch 31, 20142015, compared to $9.3$15.6 million for the comparable period in fiscal 2014. Our investing activities consisted of acquisitions of businesses and capital expenditures. The capital expenditures primarily related to buildings, building improvements, distribution and manufacturing equipment and information systems.

        During the threesix months ended DecemberMarch 31, 2014,2015, we made one acquisition of a business. On November 18, 2014, we acquired certain operating assets of Agape Health Products for $0.1 million in cash.




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        During the threesix months ended DecemberMarch 31, 2013,2014, we made threefour acquisitions of businesses. On October 16, 2013, we acquired certain operating assets of TCCD International, Inc. On November 25, 2013, we acquired certain operating assets of Green Luxury Brands, Inc. On December 19, 2013, we acquired certain operating assets of Twinlab Corporation. On January 15, 2014, we acquired certain operating assets of Peachtree Natural Foods, Inc. The aggregate purchase price of these acquisitions was $6.2$9.1 million in cash.

        Net cash used in financing activities was $2.5$7.7 million for the threesix months ended DecemberMarch 31, 20142015 and net cash provided by financing activities was $1.7$2.8 million for the comparable period in fiscal 2014. During these periods, financing activities primarily related to borrowings and repayments under our revolving credit facility, payments of deferred financing fees, 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 1,1882,667 shares purchased during the threesix months ended DecemberMarch 31, 2014.2015. As of DecemberMarch 31, 2014,2015, there were 1,380,5471,379,068 shares of common stock available for purchase.

        On November 4, 2014, we amended our revolving credit facility (the "Credit Agreement"). The Credit Agreement extends the term of the credit facility to November 2019, resets the available credit borrowings to $100.0 million with no automatic reductions and provides an accordion feature whichthat can increase the available credit borrowings to $130.0 million, subject to approval by the lenders and compliance with certain covenants and conditions. The lenders under the Credit Agreement continue to be Rabobank International and Wells Fargo. To date, we have not experienced any difficulties in accessing the available funds under the Credit Agreement. Deferred financing fees of $0.4 million related to the Credit Agreement are being amortized over the term of the Credit Agreement.

        At DecemberMarch 31, 2014,2015, we had outstanding revolving credit borrowings of $42.0$38.0 million under the Credit Agreement. Borrowings under the Credit Agreement are collateralized by substantially all of our assets. At our election, borrowings bear interest at the applicable Eurodollar Rate plus a variable margin or at a Base Rate plus a variable margin. Base Rate is the higher of: i)(i) the Prime Lending Rate, ii)(ii) the Federal Funds Rate plus 0.5% or iii)(iii) the one-month Eurodollar Rate multiplied by the Statutory Reserve Rate plus 1.0% (capitalized terms are defined in the Credit Agreement, a copy of which was filed with the Securities and Exchange Commission on November 5, 2014). At DecemberMarch 31, 2014,2015, the applicable weighted-average interest rate for outstanding borrowings was 1.74%1.77%. We are also required to pay a quarterly fee on the unused balance under the Credit Agreement. At DecemberMarch 31, 2014,2015, the applicable rate was 0.25%. 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 Credit Agreement matures on November 4, 2019, and we are required to repay all principal and interest outstanding under the Credit Agreement on such date.




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        The Credit Agreement contains restrictive covenants, including limitations on incurring certain other indebtedness and requirements that we maintain certain financial ratios. As of DecemberMarch 31, 2014,2015, 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 Credit Agreement.

        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




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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.

Contractual Obligations and Other Commitments

        Our significant non-cancelable contractual obligations and other commitments as of DecemberMarch 31, 20142015 were as follows:

		Payments Due By Period																Payments Due By Period
Contractual Obligations and Other Commitments		Total			Less Than 1 Year			1 - 3 Years			4 - 5 Years			After 5 Years				Total			Less Than 1 Year			1 - 3 Years			4 - 5 Years			After 5 Years
		(dollars in thousands)																(dollars in thousands)
Revolving credit facility		$	42,000		$	—		$	—		$	42,000		$	—			$	38,000		$	—		$	—		$	38,000		$	—
Interest on revolving credit facility(a)			4,391			906			1,812			1,673			—				3,949			858			1,717			1,374			—
Operating leases			6,968			3,835			2,712			409			12				6,977			3,885			2,748			339			5
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total		$	53,359		$	4,741		$	4,524		$	44,082		$	12			$	48,926		$	4,743		$	4,465		$	39,713		$	5
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

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(a)

Represents estimated interest obligations associated with our outstanding revolving credit facility balance of $42.0$38.0 million at DecemberMarch 31, 2014,2015, assuming no principal payments are made before maturity, a weighted-average interest rate of 1.74%1.77% and an underutilization fee rate of 0.25%.

Off-Balance Sheet Arrangements

        Our operating lease commitments are disclosed in the Contractual Obligations and Other Commitments table above. As of March 31, 2015, we had no other off-balance sheet arrangements that have had, or are reasonably likely to have, a material effect on our consolidated financial statements.

Inflation

        Inflation affects the cost of raw materials, goods and services we use. 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,




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but are not limited to: (i) changes in or new government regulations or increased enforcement of the same,same; (ii) unavailability of desirable acquisitions, inability to complete them or inability to integrate themthem; (iii) increased costs, including from increased raw material or energy prices,prices; (iv) changes in general worldwide economic or political conditions,conditions; (v) adverse publicity or negative consumer




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perception regarding nutritional supplements,supplements; (vi) issues with obtaining raw materials of adequate quality or quantity,quantity; (vii) litigation and claims, including product liability, intellectual property and other types,types; (viii) disruptions from or following acquisitions including the loss of customers,customers; (ix) increased competition,competition; (x) slow or negative growth in the nutritional supplement industry or the healthy foods channel,channel; (xi) the loss of key personnel or the inability to manage our operations efficiently,efficiently; (xii) problems with information management systems, manufacturing efficiencies and operations,operations; (xiii) insurance coverage issues,issues; (xiv) the volatility of the stock market generally and of our stock specifically,specifically; (xv) increases in the cost of borrowings or unavailability of additional debt or equity capital, or both, or fluctuations in foreign currencies,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.

Item 3.    Quantitative and Qualitative Disclosures about Market Risk


        At our election, borrowings bear interest at the applicable Eurodollar Rate plus a variable margin or at a Base Rate plus a variable margin. Base Rate is the higher of: i)(i) the Prime Lending Rate, ii)(ii) the Federal Funds Rate plus 0.5% or iii)(iii) the one-month Eurodollar Rate multiplied by the Statutory Reserve Rate plus 1.0%. At DecemberMarch 31, 2014,2015, the applicable weighted-average interest rate for borrowings was 1.74%1.77% and we had total borrowings outstanding of $42.0$38.0 million. A hypothetical 100 basis point change in interest rates would not have had a material impact on our reported net income or cash flows for the threesix months ended DecemberMarch 31, 20142015 and 2013.2014.

        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 or results of operations because the majority of our net sales to foreign customers are transacted in U.S. dollars. Net sales to foreign customers not transacted in U.S. dollars include sales to customers in Barbados, Canada, Dominica, Japan, the Netherlands, Norway, St. Kitts, St. Lucia, Sweden and the United Kingdom. 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 DecemberMarch 31, 2014.2015. Based on the foregoing, our principal executive and principal financial officers have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of DecemberMarch 31, 2014.2015.

        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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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 ordinary 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.

        In the opinion of management, the losses related to 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, none of the regulatory and legal matters in which we are involved are individually expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows. However, our aggregate liability arising from regulatory and legal proceedings related to these matters or future matters could have a material effect on our 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 2014 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 quarterly period ended DecemberMarch 31, 2014.2015.

        Prior to fiscal 2015, our Board of Directors approved a share purchase program authorizing us to buy up to 4,500,000 shares of our common stock. As of DecemberMarch 31, 2014,2015, there were 683,462614,999 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 DecemberMarch 31, 20142015 occurred in October, NovemberJanuary, February and DecemberMarch 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 Plan				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 Plan
October 1 - 31, 2014			22,700		$	22.03			22,700
November 1 - 30, 2014			18,162			22.65			18,162
December 1 - 31, 2014			7,700			21.13			7,700
January 1 - 31, 2015																23,166		$	19.62			23,166
February 1 - 28, 2015																13,297			19.78			13,297
March 1 - 31, 2015																32,000			17.51			32,000
​	​	​	​	​		​	​	​	​	​		​	​	​	​	​	​		​	​	​	​	​		​	​
			48,562			22.12			48,562			683,462				68,463			18.67			68,463			614,999
​	​	​	​	​		​	​	​	​	​	​	​	​	​	​	​	​		​	​	​	​	​	​	​	​




Table of Contents

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.
	101.INS		XBRL Instance Document(1)
	101.SCH		XBRL Taxonomy Extension Schema Document(1)
	101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document(1)
	101.DEF		XBRL Taxonomy Extension Definition Linkbase Document(1)
	101.LAB		XBRL Taxonomy Extension Labels Linkbase Document(1)
	101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document(1)

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(1)

Filed herewith.




Table of Contents


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)


NUTRACEUTICAL INTERNATIONAL CORPORATION (Registrant)
Date: January 29,April 30, 2015		By:		/s/ CORY J. MCQUEEN Cory J. McQueen Vice President and Chief Financial Officer (Principal Financial and Accounting Officer and Duly Authorized Officer)