8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 4, 2009

Vitamin Shoppe, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-34507	11-3664322
(State or Other Jurisdiction of Incorporation or Organization)	Commission File Number	(IRS Employer Identification No.)

2101 91st Street

North Bergen, New Jersey 07047

(Addresses of Principal Executive Offices, including Zip Code)

(800) 223-1216

(Registrant’s Telephone Number, Including Area Code)

(Formerly VS Holdings, Inc.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 Results of Operations and Financial Condition

On November 4, 2009, Vitamin Shoppe, Inc. (“the Company”) announced via a press release the Company’s preliminary unaudited financial results for the third fiscal quarter ending September 26, 2009. A copy of the press release is attached as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

99.1 Earning release issued by Vitamin Shoppe, Inc., dated November 4, 2009.

This Form 8-K and the attached Exhibit are furnished to comply with Item 7.01 and Item 9.01 of Form 8-K. Neither this Form 8-K nor the attached Exhibit are to be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall this Form 8-K nor the attached Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 (except as shall be expressly set forth by specific reference in such filing).

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 hereunto duly authorized.

	Vitamin Shoppe, Inc.
Date: November 4, 2009	By:	/s/     Michael G. Archbold
	Name:	Michael G. Archbold
	Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

Vitamin Shoppe, Inc. Announces Fiscal Third Quarter 2009 Earnings

• Comparable store sales growth of 4.4% versus the comparable prior year period

• Net sales growth of 11.3% versus the comparable prior year period

• Operated 434 stores versus 374 stores for the comparable prior year period

• Completion of successful Initial Public Offering (“IPO”) in October 2009

NORTH BERGEN, N.J. – November 4, 2009 — Vitamin Shoppe, Inc. (NYSE: VSI), a leading specialty retailer and direct marketer of nutritional products, today announced results for its fiscal third quarter ended September 26, 2009.

“We are pleased to report solid results for the third quarter of 2009,” said Vitamin Shoppe Chief Executive Officer Rick Markee. “Vitamin Shoppe’s comparable store sales increased 4.4% - our 16^th consecutive quarter of comparable store sales growth - and the Company continues to demonstrate its resilience throughout the challenging economic conditions of the past year. We are also very satisfied with the completion of our IPO and believe it will contribute to the flexibility of our capital structure as we focus on continuing to grow our business.”

Initial Public Offering

On October 27, 2009, the Company completed its IPO of 9,096,077 shares. Including the subsequent exercise of the Company’s over-allotment option, a total of 10,460,488 shares were offered. The IPO resulted in the merger of VS Parent, Inc. into VS Holdings, Inc., with VS Holdings being renamed on October 29, 2009, as Vitamin Shoppe, Inc. (“VSI”). All common and preferred equity previously held by VS Parent, Inc., was redeemed or converted to common shares of VSI at a split ratio of approximately 1.8611 to one. Total outstanding common shares were 26,572,276 as of November 1, 2009.

The Company intends to use the net proceeds of approximately $121.2 million from the offering for the pro rata redemption of approximately $72.5 million of its outstanding preferred stock, the repurchase of approximately $45.2 million in aggregate principal amount of its outstanding senior secured notes, and the payment of offering-related expenses.

Fiscal Third Quarter 2009 Results

Net sales increased $17.1 million, or 11.3%, to $168.4 million for the three months ended September 26, 2009, compared with $151.3 million for the three months ended September 27, 2008. The increase was primarily the result of an increase in comparable store sales and new sales from non-comparable stores, offset in part by a decrease in direct sales.

The Company operated 434 stores as of September 26, 2009 compared with 374 stores as of September 27, 2008. Overall store sales for the three months ended September 26, 2009 rose due to an increase in non-comparable store sales of $12.0 million and an increase in comparable store sales of $5.8 million, or 4.4%.

Cost of goods sold, which includes product, warehouse and distribution and occupancy costs, increased $14.4 million, or 14.1%, to $116.0 million for the three months ended September 26, 2009 compared with $101.6 million for the three months ended September 27, 2008. The increase was primarily due to an increase in product costs and occupancy costs for the quarter ended September 26, 2009, as compared with the quarter ended September 27, 2008.

Gross profit increased $2.7 million, or 5.4%, to $52.4 million for the three months ended September 26, 2009, compared with $49.7 million for the three months ended September 27, 2008. Gross profit as a percentage of sales decreased to 31.1% for the quarter ended September 26, 2009, compared with 32.8% for the comparable prior year period. Gross margin for the quarter ended September 26, 2009 reflects an increase in non-recurring pricing promotions during the month of August, 2009. Gross margin also reflects higher occupancy costs attributable to the increased number of new stores in operations during the quarter ended September 26, 2009, compared with the comparable prior year period.

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Selling, general and administrative expenses, including operating payroll and related benefits, advertising and promotion expense, depreciation and amortization, and other selling, general and administrative expenses, increased $3.1 million, or 7.6%, to $43.4 million for the three months ended September 26, 2009, compared with $40.4 million for the three months ended September 27, 2008. Selling, general and administrative expenses as a percentage of net sales decreased to 25.8% for the three months ended September 26, 2009, compared with 26.7% for the comparable prior year period.

Income from operations decreased $0.4 million, or 4.4%, to $8.5 million for the three months ended September 26, 2009, compared with $8.9 million for the three months ended September 27, 2008. Income from operations as a percentage of net sales decreased to 5.1% for the three months ended September 26, 2009, compared with 5.9% for the comparable prior year period.

Net income was $2.0 million for the three months ended September 26, 2009 and the three months ended September 27, 2008. Net income for the current quarter excluding the loss on extinguishment of debt of $0.3 million was $2.2 million.

Nine Months Ended September 26, 2009

Net sales increased $53.7 million, or 11.7%, to $512.1 million for the nine months ended September 26, 2009, compared with $458.4 million for the nine months ended September 27, 2008. Gross profit increased $15.2 million, or 10.1%, to $165.2 million versus $150.0 million for the comparable prior year period. Income from operations increased $4.5 million, or 15.5%, to $33.4 million versus $28.9 million for the comparable prior year period. Income from operations as a percentage of net sales increased to 6.5% versus 6.3%. Net income was $10.8 million for the nine months ended September 26, 2009, compared with $7.6 million for the nine months ended September 27, 2008.

Conference Call

The Company will hold a conference call at 10:30 am Eastern Time today to discuss its fiscal third quarter 2009 results. The call can be accessed live over the phone by dialing 1-888-680-0865, or for international callers, 1-617-213-4853, passcode number 59476125. A replay will be available one hour after the call and can be accessed by dialing 1-888-286-8010 or for international callers, 1-617-801-6888. The passcode for the replay is 16821468. The replay will be available until November 11, 2009.

Interested investors and other parties may also listen to a simultaneous webcast of the conference call by logging onto the Investor Relations section of the Company's website at www.vitaminshoppe.com. The on-line replay will be available for a limited time beginning immediately following the call.

About Vitamin Shoppe, Inc.

Vitamin Shoppe is a leading specialty retailer and direct marketer of nutritional products based in North Bergen, New Jersey. The company sells vitamins, minerals, nutritional supplements, herbs, sports nutrition formulas, homeopathic remedies, green living products, and health and beauty aids to customers located primarily in the United States. The company carries national brand products as well as exclusive products under the Vitamin Shoppe, BodyTech, MD Select, and VS Basics proprietary brands. The Vitamin Shoppe conducts business through more than 400 company-owned retail stores, national mail order catalogs, and websites, www.VitaminShoppe.com, www.Bodytech.com, and www.EcoShoppe.com and has a social community site at www.VSconnect.com.

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Source: Vitamin Shoppe, Inc.

Certain statements herein are "forward-looking statements". Such forward-looking statements reflect the Company's current expectations or beliefs concerning future events and actual results of operations may differ materially from historical results or current expectations. Any such forward-looking statements are subject to various risks and uncertainties, including the strength of the economy, changes in the overall level of consumer spending, the performance of the Company's products within the prevailing retail environment, trade restrictions, availability of suitable store locations at appropriate terms and other factors which are set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 26, 2008 and in all filings with the Securities Exchange Commission made by the Company subsequent to the filing of the Form 10-K. The Company does not undertake to publicly update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.

Investors:

Vitamin Shoppe, Inc.

Michael Archbold, 201-624-3611

Chief Financial Officer

ir@vitaminshoppe.com

or

Media:

Vitamin Shoppe, Inc.

Susan McLaughlin, 201-624-3134

Director Corporate Communications

smclaughlin@vitaminshoppe.com

or

Allison & Partners

Jill Yaffe, 646-428-0602

vitaminshoppe@allisonpr.com

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VS HOLDINGS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands)

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 26, 2009			September 27, 2008			September 26, 2009			September 27, 2008
Net sales	$	168,400		$	151,318		$	512,098		$	458,409
Cost of goods sold		116,011			101,634			346,935			308,425
Gross profit		52,389			49,684			165,163			149,984
Selling, general and administrative expenses		43,439			40,387			130,552			119,980
Related party expenses		444			397			1,260			1,132
Income from operations		8,506			8,900			33,351			28,872
Loss on extinguishment of debt		263			—			263			—
Interest income		(1	)		(27	)		(3	)		(49	)
Interest expense		4,667			5,279			14,508			16,068
Income before provision for income taxes		3,577			3,648			18,583			12,853
Provision for income taxes		1,542			1,693			7,780			5,282
Net income	$	2,035		$	1,955		$	10,803		$	7,571
Pro forma weighted average shares outstanding giving effect to the offering:
	Three Months Ended						Nine Months Ended
	September 26, 2009			September 27, 2008			September 26, 2009			September 27, 2008
Basic		26,572,276			26,572,276			26,572,276			26,572,276
Diluted		27,115,950			27,101,344			27,082,247			27,134,613

Pro forma basic weighted average shares shown above represent the shares outstanding at the time of our IPO on October 27, 2009, as if they were outstanding for all periods presented. Pro forma diluted weighted average shares represent common stock and common stock equivalents (representing the dilutive effect of our outstanding stock options) for the periods presented split at a ratio of approximately 1.8611 to one.

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Key Performance Indicators and Statistics:

(In thousands):

	Three Months Ended						Nine Months Ended
	September 26, 2009			September 27, 2008			September 26, 2009			September 27, 2008
Net sales	$	168,400		$	151,318		$	512,098		$	458,409
Increase in comparable store net sales		4.4	%		6.4	%		4.6	%		7.0	%
Gross profit as a percent of net sales		31.1	%		32.8	%		32.3	%		32.7	%
Income from operations	$	8,506		$	8,900		$	33,351		$	28,872
Depreciation and Amortization (1)	$	6,480		$	5,543		$	17,357		$	14,347

(1) Includes amortization of deferred financing fees.

	Three Months Ended			Nine Months Ended
	September 26, 2009	September 27, 2008		September 26, 2009		September 27, 2008
Store Data:
Stores open at beginning of period	425	361		401		341
Stores opened	9	14		34		34
Stores closed	–	(1	)	(1	)	(1	)
Stores open at end of period	434	374		434		374

Results of Operations by Sales Channel:

(In thousands):

	Three Months Ended						Nine Months Ended
	September 26, 2009			September 27, 2008			September 26, 2009			September 27, 2008
Sales:
Retail	$	149,580		$	131,755		$	452,982		$	398,359
Direct		18,820			19,563			59,116			60,050
Net sales		168,400			151,318			512,098			458,409
Income from operations:
Retail		22,100			20,487			71,762			62,490
Direct		3,223			3,599			11,309			11,319
Corporate costs		(16,817	)		(15,186	)		(49,720	)		(44,937	)
Income from operations	$	8,506		$	8,900		$	33,351		$	28,872

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Selected Balance Sheet Items:

(In thousands):

	September 26, 2009		September 27, 2008
Inventory	$	102,977	$	109,112
Total debt, including capital leases	$	177,602	$	186,591

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