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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Nutraceutical International Corp. (MM) | NASDAQ:NUTR | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 41.80 | 0.05 | 199,999.95 | 0 | 01:00:00 |
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Delaware
(State of incorporation)
|
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87-0515089
(IRS Employer Identification No.)
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1400 Kearns Boulevard, 2
nd
Floor, Park City, Utah
(Address of principal executive offices)
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84060
(Zip code)
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(435) 655-6106
(Registrant's telephone number, including area code)
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
(Do not check if a
smaller reporting company)
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Smaller reporting company
o
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Emerging growth company
o
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Description
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Page
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 2.
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Item 6.
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March 31,
2017 |
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September 30,
2016 (1) |
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ASSETS
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Current assets:
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Cash
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$
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6,145
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$
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6,803
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Accounts receivable, net
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20,648
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17,680
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Inventories
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65,300
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63,923
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Prepaid expenses and other current assets
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3,643
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4,217
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Deferred income taxes
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1,257
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1,243
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Total current assets
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96,993
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93,866
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Property, plant and equipment, net
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82,242
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83,048
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Goodwill
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30,925
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30,925
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Intangible assets, net
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20,491
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22,277
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Deferred income taxes
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4,587
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4,310
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Other non-current assets
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1,367
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1,429
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Total assets
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$
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236,605
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$
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235,855
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LIABILITIES AND STOCKHOLDERS' EQUITY
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Current liabilities:
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Accounts payable
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$
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15,206
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$
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12,696
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Accrued expenses
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4,921
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7,469
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Total current liabilities
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20,127
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20,165
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Long-term debt
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36,500
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43,500
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Other non-current liabilities
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2
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200
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Total liabilities
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56,629
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63,865
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Stockholders' equity:
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Common stock
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93
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92
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Additional paid-in capital
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1,824
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52
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Retained earnings
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178,628
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172,276
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Accumulated other comprehensive loss
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(569
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)
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(430
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)
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Total stockholders' equity
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179,976
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171,990
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Total liabilities and stockholders' equity
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$
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236,605
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$
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235,855
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(1)
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The condensed consolidated balance sheet as of
September 30, 2016
has been prepared using information from the audited financial statements at that date.
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Three Months Ended
March 31, |
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Six Months Ended
March 31, |
||||||||||||
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2017
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2016
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2017
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2016
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||||||||
Net sales
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$
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61,215
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$
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59,492
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$
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117,834
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$
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115,451
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Cost of sales
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30,140
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29,163
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57,819
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57,014
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Gross profit
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31,075
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30,329
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60,015
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58,437
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Operating expenses
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Selling, general and administrative
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23,011
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21,779
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44,266
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42,121
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Amortization of intangible assets
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908
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999
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1,826
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1,980
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Income from operations
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7,156
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7,551
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13,923
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14,336
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Interest and other expense, net
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312
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322
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642
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596
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Income before provision for income taxes
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6,844
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7,229
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13,281
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13,740
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Provision for income taxes
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2,382
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2,611
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4,618
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4,881
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Net income
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$
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4,462
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$
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4,618
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$
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8,663
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$
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8,859
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Other comprehensive loss:
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Foreign currency translation adjustment, net of tax
|
22
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62
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(139
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)
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(17
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)
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Comprehensive income
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$
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4,484
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$
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4,680
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$
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8,524
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$
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8,842
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Net income per common share
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Basic
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$
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0.48
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$
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0.49
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$
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0.94
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$
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0.94
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Diluted
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0.48
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0.49
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0.94
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0.94
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Weighted average common shares outstanding
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Basic
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9,246,328
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9,401,972
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9,229,143
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9,430,878
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Dilutive effect of equity awards
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—
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—
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—
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—
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Diluted
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9,246,328
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9,401,972
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9,229,143
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9,430,878
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Cash dividends declared per common share
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$
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0.13
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$
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—
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$
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0.25
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$
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—
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Six Months Ended
March 31, |
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2017
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2016
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Cash flows from operating activities:
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Net income
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$
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8,663
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$
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8,859
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Adjustments to reconcile net income to net cash provided by operating activities:
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Depreciation and amortization
|
7,084
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7,020
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Amortization of deferred financing fees
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63
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63
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Losses on disposals of property, plant and equipment
|
3
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4
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Stock-based compensation
|
361
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|
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—
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Bad debt
|
30
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30
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Inventory obsolescence
|
1,100
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|
1,019
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Deferred income taxes
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(291
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)
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|
375
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|
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Changes in assets and liabilities, net of effects of acquisitions:
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Accounts receivable, net
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(2,998
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)
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(1,169
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)
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Inventories
|
(2,477
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)
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|
(248
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)
|
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Prepaid expenses and other current assets
|
574
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894
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Other non-current assets
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(41
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)
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(61
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)
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Accounts payable
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1,175
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(296
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)
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Accrued expenses
|
(1,206
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)
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804
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Other non-current liabilities
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(258
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)
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10
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Net cash provided by operating activities
|
11,782
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17,304
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Cash flows from investing activities:
|
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Purchases of property, plant and equipment
|
(4,276
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)
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(4,023
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)
|
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Acquisitions of businesses
|
—
|
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(26,235
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)
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Net cash used in investing activities
|
(4,276
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)
|
|
(30,258
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)
|
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Cash flows from financing activities:
|
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|
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Proceeds from debt
|
2,500
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|
|
25,500
|
|
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Payments on debt
|
(9,500
|
)
|
|
(9,500
|
)
|
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Proceeds from issuances of common stock
|
42
|
|
|
40
|
|
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Purchases of common stock for treasury
|
—
|
|
|
(3,566
|
)
|
||
Dividend paid on common stock
|
(1,155
|
)
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
(8,113
|
)
|
|
12,474
|
|
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Effect of exchange rate changes on cash
|
(51
|
)
|
|
27
|
|
||
Net decrease in cash
|
(658
|
)
|
|
(453
|
)
|
||
Cash at beginning of period
|
6,803
|
|
|
4,615
|
|
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Cash at end of period
|
$
|
6,145
|
|
|
$
|
4,162
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Total
Stockholders'
Equity
|
|||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
Balance at September 30, 2016
|
9,203,790
|
|
|
$
|
92
|
|
|
$
|
52
|
|
|
$
|
172,276
|
|
|
$
|
(430
|
)
|
|
$
|
171,990
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
8,663
|
|
|
—
|
|
|
8,663
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(139
|
)
|
|
(139
|
)
|
|||||
Issuances of common stock
|
1,302
|
|
|
—
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|||||
Equity compensation payments
|
41,449
|
|
|
1
|
|
|
1,429
|
|
|
—
|
|
|
—
|
|
|
1,430
|
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
361
|
|
|
—
|
|
|
—
|
|
|
361
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
(60
|
)
|
|
—
|
|
|
—
|
|
|
(60
|
)
|
|||||
Dividends declared on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,311
|
)
|
|
—
|
|
|
(2,311
|
)
|
|||||
Balance at March 31, 2017
|
9,246,541
|
|
|
$
|
93
|
|
|
$
|
1,824
|
|
|
$
|
178,628
|
|
|
$
|
(569
|
)
|
|
$
|
179,976
|
|
|
March 31,
2017 |
|
September 30,
2016 |
||||
Accounts receivable
|
$
|
21,743
|
|
|
$
|
18,732
|
|
Less allowances
|
(1,095
|
)
|
|
(1,052
|
)
|
||
|
$
|
20,648
|
|
|
$
|
17,680
|
|
|
March 31,
2017 |
|
September 30,
2016 |
||||
Raw materials
|
$
|
28,181
|
|
|
$
|
25,792
|
|
Work-in-process
|
14,198
|
|
|
11,711
|
|
||
Finished goods
|
22,921
|
|
|
26,420
|
|
||
|
$
|
65,300
|
|
|
$
|
63,923
|
|
|
Fiscal 2016 Acquisitions
|
||
Assets acquired:
|
|
|
|
Current assets
|
$
|
4,576
|
|
Property, plant and equipment
|
6,648
|
|
|
Goodwill
|
6,541
|
|
|
Intangible assets
|
8,470
|
|
|
|
$
|
26,235
|
|
|
March 31, 2017
|
|
September 30, 2016
|
|
Weighted-
Average
Amortization
Period
(Years)
|
||||||||||||||||||||
|
Gross
Carrying
Amount
(1)
|
|
Accumulated
Amortization
(1)
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
(1)
|
|
Accumulated
Amortization
(1)
|
|
Net
Carrying
Amount
|
|
|||||||||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Trademarks/tradenames
|
$
|
13,940
|
|
|
$
|
(3,744
|
)
|
|
$
|
10,196
|
|
|
$
|
13,904
|
|
|
$
|
(3,137
|
)
|
|
$
|
10,767
|
|
|
11
|
Customer relationships/non-compete agreements/licenses
|
23,637
|
|
|
(13,342
|
)
|
|
10,295
|
|
|
23,867
|
|
|
(12,357
|
)
|
|
11,510
|
|
|
7
|
||||||
Developed software and technology
|
772
|
|
|
(772
|
)
|
|
—
|
|
|
772
|
|
|
(772
|
)
|
|
—
|
|
|
5
|
||||||
|
$
|
38,349
|
|
|
$
|
(17,858
|
)
|
|
$
|
20,491
|
|
|
$
|
38,543
|
|
|
$
|
(16,266
|
)
|
|
$
|
22,277
|
|
|
|
Year Ending September 30,
|
Estimated
Amortization
Expense
|
||
2017(1)
|
$
|
1,777
|
|
2018
|
3,415
|
|
|
2019
|
2,988
|
|
|
2020
|
2,898
|
|
|
2021
|
2,481
|
|
|
Thereafter
|
6,932
|
|
|
|
$
|
20,491
|
|
(1)
|
Estimated amortization expense for the year ending September 30, 2017 includes only amortization to be recorded after
March 31, 2017
.
|
|
March 31,
2017 |
|
September 30,
2016 |
||||
Long-term debt—revolving credit facility
|
$
|
36,500
|
|
|
$
|
43,500
|
|
|
Three Months Ended
March 31, |
|
Six Months Ended
March 31, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
United States
|
$
|
52,956
|
|
|
$
|
52,350
|
|
|
$
|
102,058
|
|
|
$
|
102,400
|
|
Foreign countries
|
8,259
|
|
|
7,142
|
|
|
15,776
|
|
|
13,051
|
|
||||
|
$
|
61,215
|
|
|
$
|
59,492
|
|
|
$
|
117,834
|
|
|
$
|
115,451
|
|
|
Three Months Ended
March 31, |
|
Six Months Ended
March 31, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Branded nutritional supplements and other natural products
|
$
|
56,069
|
|
|
$
|
53,687
|
|
|
$
|
107,628
|
|
|
$
|
104,186
|
|
Other(1)
|
5,146
|
|
|
5,805
|
|
|
10,206
|
|
|
11,265
|
|
||||
|
$
|
61,215
|
|
|
$
|
59,492
|
|
|
$
|
117,834
|
|
|
$
|
115,451
|
|
(1)
|
Net sales for any other product or group of similar products are less than
10%
of consolidated net sales.
|
|
Three Months Ended
March 31, |
|
Six Months Ended
March 31, |
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
49.2
|
%
|
|
49.0
|
%
|
|
49.1
|
%
|
|
49.4
|
%
|
Gross profit
|
50.8
|
%
|
|
51.0
|
%
|
|
50.9
|
%
|
|
50.6
|
%
|
Selling, general and administrative
|
37.6
|
%
|
|
36.6
|
%
|
|
37.6
|
%
|
|
36.5
|
%
|
Amortization of intangible assets
|
1.5
|
%
|
|
1.7
|
%
|
|
1.5
|
%
|
|
1.7
|
%
|
Income from operations
|
11.7
|
%
|
|
12.7
|
%
|
|
11.8
|
%
|
|
12.4
|
%
|
Interest and other expense, net
|
0.5
|
%
|
|
0.5
|
%
|
|
0.5
|
%
|
|
0.5
|
%
|
Income before provision for income taxes
|
11.2
|
%
|
|
12.2
|
%
|
|
11.3
|
%
|
|
11.9
|
%
|
Provision for income taxes
|
3.9
|
%
|
|
4.4
|
%
|
|
3.9
|
%
|
|
4.2
|
%
|
Net income
|
7.3
|
%
|
|
7.8
|
%
|
|
7.4
|
%
|
|
7.7
|
%
|
Adjusted EBITDA(1)
|
17.4
|
%
|
|
18.6
|
%
|
|
17.8
|
%
|
|
18.5
|
%
|
•
|
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;
|
▪
|
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;
|
▪
|
Investors
--who use EBITDA-based metrics in their investment decisions about our common stock; 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. Adjusted EBITDA is also one of the primary criteria used in determining our performance-based equity awards.The following table sets forth a reconciliation of net income to Adjusted EBITDA for each period included herein:
|
|
Three Months Ended
March 31, |
|
Six Months Ended
March 31, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(dollars in thousands)
|
||||||||||||||
Net income
|
$
|
4,462
|
|
|
$
|
4,618
|
|
|
$
|
8,663
|
|
|
$
|
8,859
|
|
Provision for income taxes
|
2,382
|
|
|
2,611
|
|
|
4,618
|
|
|
4,881
|
|
||||
Interest and other expense, net(1)
|
312
|
|
|
322
|
|
|
642
|
|
|
596
|
|
||||
Depreciation and amortization
|
3,524
|
|
|
3,538
|
|
|
7,084
|
|
|
7,020
|
|
||||
Adjusted EBITDA
|
$
|
10,680
|
|
|
$
|
11,089
|
|
|
$
|
21,007
|
|
|
$
|
21,356
|
|
(1)
|
Includes amortization of deferred financing fees.
|
|
Payments Due By Period
|
||||||||||||||||||
Contractual Obligations and Other Commitments
|
Total
|
|
Less Than
1 Year
|
|
1 - 3 Years
|
|
4 - 5 Years
|
|
After
5 Years
|
||||||||||
|
(dollars in thousands)
|
||||||||||||||||||
Revolving credit facility
|
$
|
36,500
|
|
|
$
|
—
|
|
|
$
|
36,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest on revolving credit facility(a)
|
2,668
|
|
|
1,027
|
|
|
1,641
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases
|
6,208
|
|
|
3,584
|
|
|
2,299
|
|
|
325
|
|
|
—
|
|
|||||
Total
|
$
|
45,376
|
|
|
$
|
4,611
|
|
|
$
|
40,440
|
|
|
$
|
325
|
|
|
$
|
—
|
|
(a)
|
Represents estimated interest obligations associated with our outstanding revolving credit facility balance of $36.5 million at
March 31, 2017
, assuming no principal payments are made before maturity, a weighted-average interest rate of 2.30% and an underutilization fee rate of 0.25%.
|
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)
|
(1)
|
Filed herewith.
|
|
NUTRACEUTICAL INTERNATIONAL CORPORATION
(Registrant)
|
||
Date: April 27, 2017
|
By:
|
|
/s/ CORY J. MCQUEEN
|
|
|
|
Cory J. McQueen
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer
and Duly Authorized Officer)
|
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