-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CG3Zzi3bwWPVImyoQShPPKorX0qsNV9oYFfnT6CxULr/7e0bJId+C9S783/XZ7kz zEsuG+smyBnBygHjig2OOg== 0000889812-98-001136.txt : 19980508 0000889812-98-001136.hdr.sgml : 19980508 ACCESSION NUMBER: 0000889812-98-001136 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19980507 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NBTY INC CENTRAL INDEX KEY: 0000070793 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 112228617 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 000-10666 FILM NUMBER: 98612445 BUSINESS ADDRESS: STREET 1: 90 ORVILLE DR CITY: BOHEMIA STATE: NY ZIP: 11716 BUSINESS PHONE: 5165679500 MAIL ADDRESS: STREET 1: 90 ORVILLE DRIVE CITY: BOHEMIA STATE: NY ZIP: 11716 FORMER COMPANY: FORMER CONFORMED NAME: NATURES BOUNTY INC DATE OF NAME CHANGE: 19920703 10-K405/A 1 AMENDED ANNUAL REPORT FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 [x] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended September 30, 1997. OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT of 1934 For the transition period from _________ to _______. Commission file number 0-10666 NBTY, INC. (Exact name of registrant as specified in charter) DELAWARE 11-2228617 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 90 Orville Drive 11716 - ---------------- ----- Bohemia, New York (Zip Code) - ----------------- (Address of principal executive office) (516) 567-9500 - -------------- (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.008 per share 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 X NO __ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment for this Form 10-K [X]. The aggregate market value of the voting stock held by nonaffiliates of the registrant, based upon the closing price of shares of Common Stock on the National Association of Securities Dealers Automated Quotation ("NASDAQ") National Market System at April 30, 1998 was approximately $950,000,000. The number of shares of Common Stock of the registrant outstanding at April 30, 1998 was approximately 69,136,221. Documents Incorporated by Reference: None 1 PART I ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. This Form 10-K/A contains the restatement of the Consolidated Financial Statements of NBTY, Inc. as of September 30, 1997 and 1996 and for each of the three years in the period ended September 30, 1997, to reflect the adoption of Statement of Financial Accounting Standards ("SFAS") No. 128 "Earnings per Share" for each of the years presented. Such restatement is being made in order to comply with Item II(b) of Form S-3 which is to be filed subsequently. Such Form S-3 will also reflect the adoption of SFAS No. 128. PART IV ITEM 14 - FINANCIAL STATEMENTS AND EXHIBITS. Restatement of Consolidated Financial Statements of NBTY, Inc. as of September 30, 1997 and 1996 and for each of the three years ended September 30, 1997. HISTORICAL NBTY, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED SEPTEMBER 30, 1995, 1996 AND 1997 1 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Stockholders of NBTY, Inc.: We have audited the accompanying consolidated balance sheets of NBTY, Inc. and Subsidiaries as of September 30, 1996 and 1997 and the related consolidated statements of income, stockholders' equity and cash flows for each of the three years in the period ended September 30, 1997. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of NBTY, Inc. and Subsidiaries as of September 30, 1996 and 1997, and the consolidated results of their operations and their cash flows for each of the three years in the period ended September 30, 1997, in conformity with generally accepted accounting principles. Coopers & Lybrand L.L.P. Melville, New York November 6, 1997, except as to Note 1 the date of which is April 3, 1998 2 NBTY, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, 1996 AND 1997 (DOLLARS AND SHARES IN THOUSANDS)
1996 1997 -------- -------- ASSETS Current assets: Cash and cash equivalents............................................................... $ 9,292 $ 18,419 Short-term investments.................................................................. 11,024 8,362 Accounts receivable, less allowance for doubtful accounts of $794 in 1996 and $991 in 1997................................................................................. 11,625 15,701 Inventories............................................................................. 38,070 75,936 Deferred income taxes................................................................... 3,155 6,032 Prepaid catalog costs and other current assets.......................................... 5,683 18,885 -------- -------- Total current assets............................................................... 78,849 143,335 Cash held in escrow....................................................................... 144,262 Property, plant and equipment, net........................................................ 61,732 108,173 Intangible assets, net.................................................................... 3,975 140,447 Other assets.............................................................................. 994 6,521 -------- -------- Total assets....................................................................... $145,550 $542,738 -------- -------- -------- -------- LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt and capital lease obligations......................... $ 935 $ 1,016 Accounts payable........................................................................ 10,943 44,514 Accrued expenses........................................................................ 14,705 34,325 -------- -------- Total current liabilities.......................................................... 26,583 79,855 Long-term debt............................................................................ 15,178 163,447 Obligations under capital leases.......................................................... 3,219 2,700 Promissory note payable................................................................... 169,909 Deferred income taxes..................................................................... 2,827 7,474 Other liabilities......................................................................... 793 2,293 -------- -------- Total liabilities.................................................................. 48,600 425,678 -------- -------- Commitments and contingencies Stockholders' equity: Common stock, $.008 par; authorized 25,000 shares in 1996 and 75,000 in 1997; issued 20,080 shares in 1996 and 60,351 shares in 1997 and outstanding 18,593 shares in 1996 and 55,842 shares in 1997............................................................ 160 483 Capital in excess of par................................................................ 56,014 55,982 Retained earnings....................................................................... 44,008 61,238 -------- -------- 100,182 117,703 Less 1,487 and 4,509 treasury shares at cost, in 1996 and 1997, respectively............ (2,648) (3,206) Stock subscriptions receivable.......................................................... (584) Cumulative translation adjustment....................................................... 2,563 -------- -------- Total stockholders' equity......................................................... 96,950 117,060 -------- -------- Total liabilities and stockholders' equity......................................... $145,550 $542,738 -------- -------- -------- --------
See notes to consolidated financial statements. 3 NBTY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME YEARS ENDED SEPTEMBER 30, 1995, 1996 AND 1997 (DOLLARS AND SHARES IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
1995 1996 1997 -------- -------- -------- Net sales.................................................................... $178,760 $194,403 $281,407 -------- -------- -------- Costs and expenses: Cost of sales.............................................................. 93,875 95,638 135,886 Catalog printing, postage and promotion.................................... 19,262 17,635 19,227 Selling, general and administrative........................................ 56,728 58,515 86,588 Litigation settlement costs................................................ 6,368 -------- -------- -------- 169,865 171,788 248,069 -------- -------- -------- Income from operations....................................................... 8,895 22,615 33,338 -------- -------- -------- Other income (expense): Interest, net.............................................................. (1,084) (1,445) (6,655) Miscellaneous, net......................................................... 571 1,203 2,033 -------- -------- -------- (513) (242) (4,622) -------- -------- -------- Income before income taxes................................................... 8,382 22,373 28,716 Income taxes................................................................. 3,246 9,021 11,486 -------- -------- -------- Net income.............................................................. $ 5,136 $ 13,352 $ 17,230 -------- -------- -------- -------- -------- -------- Net income per share: Basic...................................................................... $ 0.10 $ 0.24 $ 0.31 Diluted.................................................................... 0.09 0.22 0.29 Weighted average common shares outstanding: Basic...................................................................... 53,387 55,425 55,839 Diluted.................................................................... 59,923 59,927 60,163
See notes to consolidated financial statements. 4 NBTY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY YEARS ENDED SEPTEMBER 30, 1995, 1996 AND 1997 (DOLLARS AND SHARES IN THOUSANDS)
COMMON STOCK TREASURY STOCK ------------------ ------------------- NUMBER OF CAPITAL IN RETAINED NUMBER OF SHARES AMOUNT EXCESS OF PAR EARNINGS SHARES AMOUNT --------- ------ ------------- -------- --------- ------- Balance, September 30, 1994.............................. 18,778 $150 $53,209 $ 25,520 1,213 $ (863) Net income for year ended September 30, 1995........... 5,136 Exercise of stock options.............................. 430 3 212 Tax benefit from exercise of stock options............. 731 Purchase of treasury stock, at cost.................... 228 (1,483) --------- ------ ------------- -------- --------- ------- Balance, September 30, 1995.............................. 19,208 153 54,152 30,656 1,441 (2,346) Net income for year ended September 30, 1996........... 13,352 Exercise of stock options.............................. 872 7 588 Tax benefit from exercise of stock options............. 1,274 Purchase of treasury stock, at cost.................... 46 (302) --------- ------ ------------- -------- --------- ------- Balance, September 30, 1996.............................. 20,080 160 56,014 44,008 1,487 (2,648) Net income for year ended September 30, 1997........... 17,230 Gain on foreign currency translation................... Exercise of stock options.............................. 37 1 33 Tax benefit from exercise of stock options............. 257 Repayment of stock subscriptions receivable for options exercised........................................... Stock tendered as payment for options exercised........ 16 (558) April 3, 1998 three-for-one stock split effected in the form of a 200% stock dividend....................... 40,234 322 (322) 3,006 --------- ------ ------------- -------- --------- ------- Balance, September 30, 1997.............................. 60,351 $483 $55,982 $ 61,238 4,509 $(3,206) --------- ------ ------------- -------- --------- ------- --------- ------ ------------- -------- --------- ------- STOCK CUMULATIVE SUBSCRIPTIONS TRANSLATION RECEIVABLE ADJUSTMENT TOTAL ------------- ---------- -------- Balance, September 30, 1994.............................. $78,016 $ 78,016 Net income for year ended September 30, 1995........... 5,136 Exercise of stock options.............................. 215 Tax benefit from exercise of stock options............. 731 Purchase of treasury stock, at cost.................... (1,483) ------------- ---------- -------- Balance, September 30, 1995.............................. 82,615 Net income for year ended September 30, 1996........... 13,352 Exercise of stock options.............................. $ (584) 11 Tax benefit from exercise of stock options............. 1,274 Purchase of treasury stock, at cost.................... (302) ------------- ---------- -------- Balance, September 30, 1996.............................. (584) 96,950 Net income for year ended September 30, 1997........... 17,230 Gain on foreign currency translation................... $2,563 2,563 Exercise of stock options.............................. 34 Tax benefit from exercise of stock options............. 257 Repayment of stock subscriptions receivable for options exercised........................................... 96 96 Stock tendered as payment for options exercised........ 488 (70) April 3, 1998 three-for-one stock split effected in the form of a 200% stock dividend....................... ------------- ---------- -------- Balance, September 30, 1997.............................. $ -- $2,563 $117,060 ------------- ---------- -------- ------------- ---------- --------
See notes to consolidated financial statements. 5 NBTY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED SEPTEMBER 30, 1995, 1996 AND 1997 (DOLLARS IN THOUSANDS)
1995 1996 1997 ------- ------- --------- Cash flows from operating activities: Net income................................................................... $ 5,136 $13,352 $ 17,230 Adjustments to reconcile net income to cash provided by operating activities: Loss on disposal/sale of property, plant and equipment.................... 374 31 Depreciation and amortization............................................. 4,840 5,623 8,167 Provision (recovery) for allowance for doubtful accounts.................. (18) 216 197 Deferred income taxes..................................................... 685 (642) (2,750) Changes in assets and liabilities, net of acquisitions: Accounts receivable..................................................... (2,120) 1,616 (4,048) Inventories............................................................. 4,454 (2,036) (19,545) Prepaid catalog costs and other current assets.......................... (264) 487 (4,499) Other assets............................................................ 1,124 675 47 Accounts payable........................................................ 3,160 (5,468) 13,694 Accrued expenses........................................................ 2,810 5,690 14,590 Other liabilities....................................................... 275 24 1,500 Income tax receivable................................................... 1,300 ------- ------- --------- Net cash provided by operating activities............................ 21,756 19,537 24,614 ------- ------- --------- Cash flows from investment activities: Increase in intangible assets................................................ (1,064) (67) (1,843) Purchase of property, plant and equipment.................................... (11,548) (15,750) (21,092) Proceeds from sale of property, plant and equipment.......................... 4 20 Proceeds from sale of short-term investments................................. 2,662 Purchase of short-term investments........................................... (11,024) Receipt of payments on notes from sale of direct mail cosmetics business..... 741 1,047 Proceeds from sale of direct mail cosmetics business......................... 350 Cash from acquisition........................................................ 5,580 ------- ------- --------- Net cash used in investing activities................................ (12,612) (25,746) (13,626) ------- ------- --------- Cash flows from financing activities: Net payments under line of credit agreement.................................. (5,000) Proceeds from bond offering, net of discount................................. 148,763 Cash held in escrow.......................................................... (144,262) Bond issue costs............................................................. (5,575) Borrowings under long-term debt agreements................................... 2,400 6,000 Principal payments under long-term debt agreements and capital leases........ (798) (586) (932) Purchase of treasury stock................................................... (1,292) (302) (70) Proceeds from stock options exercised........................................ 24 11 34 Repayment of stock subscription receivable................................... 96 ------- ------- --------- Net cash (used in) provided by financing activities.................. (4,666) 5,123 (1,946) ------- ------- --------- Effect of exchange rate changes on cash and cash equivalents................... 85 ------- ------- --------- Net increase (decrease) in cash and cash equivalents........................... 4,478 (1,086) 9,127 Cash and cash equivalents at beginning of year................................. 5,900 10,378 9,292 ------- ------- --------- Cash and cash equivalents at end of year....................................... $10,378 $ 9,292 $ 18,419 ------- ------- --------- ------- ------- --------- Supplemental disclosure of cash flow information: Cash paid during the period for interest..................................... $ 1,086 $ 1,454 $ 2,717 Cash paid during the period for income taxes................................. $ 1,649 $ 5,387 $ 14,008
See notes to consolidated financial statements. 6 NBTY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS--(CONTINUED) YEARS ENDED SEPTEMBER 30, 1995, 1996 AND 1997 (DOLLARS IN THOUSANDS) Non-cash investing and financing information On October 9, 1995, the Company sold certain assets of its direct-mail cosmetics business for $2,495. The Company received $350 in cash and non-interest bearing notes aggregating $2,145 for inventory, a customer list and other intangible assets. The inventory note was repaid in full in October 1996. In April 1997, the Company received the final payment of the customer list note. (See Note 3) During fiscal 1996, the Company entered into capital leases for machinery and equipment aggregating $2,635. During fiscal 1995, 1996 and 1997, options were exercised with shares of common stock issued to certain officers and directors. Accordingly, the tax benefit of approximately $731, $1,274 and $257 for the years ended September 30, 1995, 1996 and 1997, respectively, was recorded as an increase in capital in excess of par and a reduction in taxes currently payable. In addition, during fiscal 1997, common stock was surrendered to the Company in satisfaction of $488 of the stock subscription outstanding at September 30, 1996. (See Note 12) In connection with the acquisition of Holland & Barrett Holdings Ltd. on August 7, 1997, the Company issued two promissory notes aggregating $170,000 as consideration for the purchase of capital stock. Such notes were paid in October 1997 from the cash held in escrow at September 30, 1997. (See Note 2) See notes to consolidated financial statements. 7 NBTY, INC. AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 1. BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business operations NBTY, Inc., formerly Nature's Bounty, Inc. (the 'Company'), manufactures and distributes vitamins, food supplements and health and beauty aids primarily in the United States and the United Kingdom. The processing, formulation, packaging, labeling and advertising of the Company's products are subject to regulation by one or more federal agencies, including the Food and Drug Administration, the Federal Trade Commission, the Consumer Product Safety Commission, the United States Department of Agriculture, the United States Environmental Protection Agency and the United States Postal Service. Within the United Kingdom ('U.K.'), the manufacturing, advertising, sales and marketing of food products is regulated by a number of governmental agencies including the Ministry of Agriculture, Fisheries and Food, the Department of Health, the Food Advisory Committee and the Committee on Toxicity, among others. Principles of consolidation and basis of presentation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. Revenue recognition The Company recognizes revenue upon shipment or, with respect to its own retail store operations, upon the sale of products. The Company has no single customer that represents more than 10% of annual net sales or accounts receivable as of and for the years ended September 30, 1995, 1996 and 1997. Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Inventories Inventories are stated at the lower of cost or market. Cost is determined on the weighted average method which approximates first-in, first-out basis. The cost elements of inventory include materials, labor and overhead. In fiscal 1995, no one supplier provided more than 10% of purchases. One supplier provided approximately 12% of the Company's purchases in 1996 and 1997. Prepaid catalog costs Mail order production and mailing costs are capitalized as prepaid catalog costs and charged to expense over the catalog period, which typically approximates three months. Advertising expense All media (television, radio, magazine) and cooperative advertising costs are generally expensed as incurred. Total expenses relating to advertising and promotion for fiscal 1995, 1996 and 1997 were $8,823, $9,098 and $11,338, respectively. 8 NBTY, INC. AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS--(CONTINUED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 1. BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED) Property, plant and equipment Property, plant and equipment are carried at cost. Depreciation is provided on a straight-line basis over the estimated useful lives of the related assets. Expenditures which significantly improve or extend the life of an asset are capitalized. Maintenance and repairs are charged to expense in the year incurred. Cost and related accumulated depreciation for property, plant and equipment are removed from the accounts upon sale or disposition and the resulting gain or loss is reflected in earnings. Intangible assets Goodwill represents the excess of purchase price over the fair value of identifiable net assets of companies acquired. Goodwill and other intangibles are amortized on a straight-line basis over appropriate periods not exceeding 40 years. Foreign currency translation The financial statements of international subsidiaries are translated into U.S. dollars using the exchange rate at each balance sheet date for assets and liabilities and an average exchange rate for each period for revenues, expenses, and gains and losses. Where the local currency is the functional currency, translation adjustments are recorded as a separate component of stockholder's equity. Income taxes The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Cash and cash equivalents The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Short-term investments Short-term interest bearing investments are those with maturities of less than one year but greater than three months when purchased. These investments are readily convertible to cash and are stated at market value, which approximates cost. Realized gains and losses are included in other income on a specific identification basis in the period they are realized. Common shares and earnings per share In February 1997, the Financial Accounting Standards Board ('FASB') issued Statement of Financial Accounting Standards ("SFAS") No. 128, 'Earnings Per Share.' The statement requires the presentation of both 'basic' and 'diluted' earnings per share ('EPS') on the face of the income statement. Basic EPS is based on the weighted average number of shares of common stock outstanding during each period while diluted EPS is based on the weighted average number of shares of common stock and common stock equivalents outstanding during each period. Common stock equivalents included in diluted EPS, which consisted of common shares issuable upon the exercise of outstanding stock 9 NBTY, INC. AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS--(CONTINUED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 1. BUSINESS OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED) options, were 6,536, 4,502 and 4,324 for the years ended September 30, 1995, 1996 and 1997, respectively. The financial statements and related footnotes have been restated to reflect the adoption of SFAS No. 128. In March 1998, the Company's board of directors declared a three-for-one stock split payable in the form of a 200% stock dividend. This distribution has been reflected in the fiscal 1997 consolidated financial statements and all per common share amounts have been retroactively restated to account for the stock split. In addition, stock options and the related exercise prices have been amended to reflect this transaction. Also, in March 1998, the Company's certificate of incorporation was amended to authorize the issuance of up to 75,000 shares of common stock, par value $.008 per share. Reclassifications Certain reclassifications have been made to conform prior year amounts to the current year presentation. Accounting changes Effective October 1, 1996, the Company adopted the disclosure-only provisions of SFAS No. 123, 'Accounting for Stock-Based Compensation'. As permitted by SFAS No. 123, the Company continues to measure compensation cost in accordance with Accounting Principles Board Opinion No. 25, 'Accounting for Stock Issued to Employees.' As the Company has not granted any options during fiscal 1996 or 1997, there would not have been any impact on the Company's financial position or results of operations on a pro forma basis. Effective October 1, 1996, the Company adopted SFAS No. 121, 'Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of.' This statement requires that certain assets be reviewed for impairment and, if impaired, be measured at fair value, whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The adoption of SFAS No. 121 at October 1, 1996 and its application during fiscal 1997 had no material impact on the Company's financial position or results of operations. New accounting standards In June 1997, the FASB issued SFAS No. 130, 'Reporting Comprehensive Income,' which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distribution to owners. Among other disclosures, SFAS No. 130 requires that all items that are required to be recognized under current accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. In addition, in June 1997, the FASB issued SFAS No. 131, 'Disclosures About Segments of an Enterprise and Related Information,' which establishes standards for reporting information about operating segments. It also establishes standards for disclosures regarding products and services, geographic areas and major customers. Both of these new standards are effective for periods beginning after December 15, 1997 and require comparative information for earlier years to be restated. The implementation of these new standards will not affect the Company's results of operations and financial position, but may have an impact on future financial statement disclosures. 10 NBTY, INC. AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS--(CONTINUED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 2. ACQUISITION OF HOLLAND & BARRETT HOLDINGS LTD. On August 7, 1997, the Company acquired all of the issued and outstanding capital stock of Holland & Barrett Holdings Ltd. ('H&B') from Lloyds Chemist's plc ('Lloyds') for an aggregate purchase price of approximately $169,000 plus acquisition costs of approximately $811. The acquisition has been accounted for under the purchase method and, accordingly, the results of operations are included in the financial statements from the date of acquisition. H&B markets a broad line of nutritional supplement products, including vitamins, minerals and other nutritional supplements and food product. At the date of acquisition, H&B operated approximately 410 retail stores in the United Kingdom. The Company issued to Lloyds two promissory notes (the 'Promissory Notes') totaling approximately $170,000 as consideration for the purchase of capital stock of H&B. The Promissory Notes, which are collateralized by two letters of credit issued by a lending institution, were paid in full in October 1997. In connection with the Acquisition, the Company (i) entered into a $50,000 revolving credit facility (the 'Revolving Credit Facility'), which provides borrowings for working capital and general corporate purposes, and (ii) issued $150,000 in Senior Subordinated Notes due 2007. Assets acquired and liabilities assumed include cash ($5,580), inventory ($18,045), other current assets ($11,078), property, plant and equipment ($31,554), and current and long-term liabilities ($27,154 and $4,058, respectively). The excess cost of investment over the net book value of H&B at the date of acquisition resulted in an increase in goodwill of $133,725 which will be amortized over 25 years. Additionally, finance related costs of approximately $5,600 will be amortized over 10 years. The following unaudited condensed pro forma information presents a summary of consolidated results of operations of the Company and H&B as if the acquisition had occurred at the beginning of fiscal 1996, with pro forma adjustments to give effect to the amortization of goodwill, interest expense on acquisition debt and certain other adjustments, together with related income tax effects. The pro forma information, which does not give effect to anticipated intercompany product sales, is not necessarily indicative of the results of operations had H&B been acquired as of the earliest period presented below.
SEPTEMBER 30, SEPTEMBER 30, 1996 1997 ------------- ------------- Net sales....................................................... $ 345,305 $ 428,953 Net income...................................................... $ 6,110 $ 12,458 Net income per diluted share.................................... $ 0.10 $ 0.21
3. SALE OF DIRECT-MAIL COSMETICS BUSINESS On October 9, 1995, the Company sold certain assets of its direct-mail cosmetics business for $2,495. The Company received $350 in cash and non interest bearing notes aggregating $2,145 for inventory, a customer list and other intangible assets. Revenues applicable to this marginally unprofitable business were $8,284 and $137 for fiscal 1995 and 1996, respectively. The inventory note was repaid in full in October 1996 and, in April 1997, the Company received the final payment of the customer list note. 11 NBTY, INC. AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS--(CONTINUED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 4. INVENTORIES
SEPTEMBER 30, ------------------ 1996 1997 ------- ------- Raw materials........................................................... $17,132 $29,892 Work-in-process......................................................... 1,523 3,516 Finished goods.......................................................... 19,415 42,528 ------- ------- $38,070 $75,936 ------- ------- ------- -------
5. PROPERTY, PLANT AND EQUIPMENT
SEPTEMBER 30, ------------------- 1996 1997 ------- -------- Land................................................................... $ 4,765 $ 5,050 Buildings and leasehold improvements................................... 38,088 47,819 Machinery and equipment................................................ 28,560 33,540 Furniture and fixtures................................................. 8,484 53,552 Transportation equipment............................................... 641 1,015 Computer equipment..................................................... 8,545 14,635 ------- -------- 89,083 155,611 Less accumulated depreciation and amortization....................... 27,351 47,438 ------- -------- $61,732 $108,173 ------- -------- ------- --------
Depreciation and amortization of property, plant and equipment for the years ended September 30, 1995, 1996 and 1997 was approximately $3,190, $4,974 and $7,104, respectively. Property, plant and equipment includes approximately $4,051 for assets recorded under capital leases for fiscal 1996 and 1997. 6. INTANGIBLE ASSETS Intangible assets, at cost, acquired at various dates are as follows:
SEPTEMBER 30, ------------------- AMORTIZATION 1996 1997 PERIOD ------- -------- ------------ Goodwill........................................................... $ 469 $136,972 20-40 Customer lists..................................................... 8,784 9,816 6-15 Trademark and licenses............................................. 1,201 1,201 2-3 Covenants not to compete........................................... 1,305 1,305 5-7 ------- -------- 11,759 149,294 Less accumulated amortization.................................... 7,784 8,847 ------- -------- $ 3,975 $140,447 ------- -------- ------- --------
Amortization included in the consolidated statements of income under the caption 'selling, general and administrative expenses' in 1995, 1996 and 1997 was approximately $776, $649 and $1,063, respectively. 12 NBTY, INC. AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS--(CONTINUED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 7. ACCRUED EXPENSES
SEPTEMBER 30, ------------------ 1996 1997 ------- ------- Litigation settlement costs............................................. $ 5,600 Payroll and related payroll taxes....................................... $ 2,731 4,185 Customer deposits....................................................... 1,863 2,363 Accrued purchases and interest.......................................... 2,800 Income taxes payable.................................................... 2,670 7,456 Other................................................................... 7,441 11,921 ------- ------- $14,705 $34,325 ------- ------- ------- -------
8. LONG-TERM DEBT
SEPTEMBER 30, ------------------- 1996 1997 ------- -------- Senior debt: 8 5/8% Senior subordinated notes due 2007, net of unamortized discount of $1,237 (a)............................................ $148,763 Mortgages: First mortgage, payable in monthly principal and interest (10.375%) installments (b).................................................. $ 7,447 7,317 First mortgage payable in monthly principal and interest (9.73%) installments of $25 (c)........................................... 2,258 2,169 First mortgage, payable in monthly principal and interest (7.375%) installments of $55 (d)........................................... 5,926 5,693 Revolving credit agreement (e) ------- -------- 15,631 163,942 Less current portion................................................. 453 495 ------- -------- $15,178 $163,447 ------- -------- ------- --------
- ------------------ (a) In September 1997, the Company issued 10-year Senior Subordinated Notes due 2007. The Notes are unsecured and subordinated in right of payment for all existing and future indebtedness of the Company. The Company is in the process of registering these Notes under the Securities Act of 1933 through an exchange offer. Such Exchange Notes, once issued, will have terms substantially identical to the original Notes. (b) In September 1990, the Company obtained an $8,000 first mortgage, collateralized by the underlying building, issued through the Town of Islip, New York Industrial Development Agency. The taxable bond, held by an insurance company, has monthly principal and interest payments of $75 for ten years through 2000, with a final payment of $6,891 in September 2000. (c) In November 1994, the Company purchased a building which it previously occupied under a long-term lease. The purchase price of approximately $3,090 was funded with $690 in cash and the balance through a 15-year mortgage note payable. This agreement contains various restrictive covenants which require the maintenance of certain financial ratios and limits capital expenditures. 13 NBTY, INC. AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS--(CONTINUED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 8. LONG-TERM DEBT--(CONTINUED) (d) In April 1996, the Company obtained a $6,000 first mortgage with a fixed interest rate of 7.375%, collateralized by the underlying real estate. The mortgage has monthly principal and interest payments of $55 for fifteen years through 2011. (e) In September 1997, the Company entered into a Revolving Credit Agreement (the 'Agreement') with five banks that provides for borrowings up to $50,000, which expires September 23, 2003. Virtually all of the Company's assets serve as collateral under the Agreement, which is subject to normal banking terms and conditions. The Agreement provides that loans may be made under a selection of rate formulas including Prime or Euro currency rates. The Agreement provides for the maintenance of various financial ratios and covenants. As of September 30, 1997, there were no outstanding borrowings under the Agreement. Required principal payments of long-term debt are as follows:
YEARS ENDED SEPTEMBER 30, - -------------------------------------------------------------- 1998........................................................ $ 495 1999........................................................ 539 2000........................................................ 7,420 2001........................................................ 444 2002........................................................ 481 Thereafter.................................................. 154,563 -------- $163,942 -------- --------
In August 1997, in connection with the promissory notes issued as consideration for the purchase of H&B, the Company was issued two standby letters of credit aggregating $170,000. At September 30, 1997, there were no borrowings outstanding under the letters of credit. As of October 17, 1997, upon payment of the promissory notes, the letters of credit were cancelled. In 1997, the Company recorded a loss of $2,265 in connection with an interest rate lock which was settled on October 28, 1997. 9. CAPITAL LEASE OBLIGATIONS The Company enters into various capital leases for machinery and equipment which provide the Company with bargain purchase options at the end of such lease terms. Future minimum payments under capital lease obligations as of September 30, 1997 are as follows: 1998........................................................... $ 759 1999........................................................... 759 2000........................................................... 759 2001........................................................... 759 2002........................................................... 692 Thereafter..................................................... 172 ------ 3,900 Less, amount representing interest............................. 679 ------ Present value of minimum lease payments (including $521 due within one year)............................................ $3,221 ------ ------
14 NBTY, INC. AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS--(CONTINUED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 10. INCOME TAXES Provision (benefit) for income taxes consists of the following:
YEAR ENDED SEPTEMBER 30, --------------------------- 1995 1996 1997 ------ ------ ------- Federal Current................................................................. $2,225 $7,551 $14,207 Deferred................................................................ 637 (501) (2,530) State Current................................................................. 336 2,112 1,218 Deferred................................................................ 48 (141) (220) Foreign benefit........................................................... (1,189) ------ ------ ------- Total provision........................................................... $3,246 $9,021 $11,486 ------ ------ ------- ------ ------ -------
The following is a reconciliation of the income tax expense computed using the statutory federal income tax rate to the actual income tax expense and its effective income tax rate.
YEAR ENDED SEPTEMBER 30, --------------------------------------------------------------------- 1995 1996 1997 -------------------- -------------------- --------------------- PERCENT OF PERCENT OF PERCENT OF PRETAX PRETAX PRETAX AMOUNT INCOME AMOUNT INCOME AMOUNT INCOME ------ ---------- ------ ---------- ------- ---------- Income tax expense at statutory rate................................ $2,850 34.0% $7,831 35.0% $10,051 35.0% State income taxes, net of federal income tax benefit.................. 254 3.0% 1,281 5.7% 649 2.3% Other, individually less than 5%...... 142 1.7% (91) (0.4%) 786 2.7% ------ ---------- ------ ---------- ------- ---------- Actual income tax provision........... $3,246 38.7% $9,021 40.3% $11,486 40.0% ------ ---------- ------ ---------- ------- ---------- ------ ---------- ------ ---------- ------- ----------
The components of deferred tax assets and liabilities are as follows:
1996 1997 ------- ------- Deferred tax assets: Current: Inventory capitalization............................................ $ 243 $ 351 Accrued expenses and reserves not currently deductible.............. 2,591 5,350 Tax credits......................................................... 321 331 ------- ------- Current deferred tax assets....................................... 3,155 6,032 ------- ------- Noncurrent: Intangibles......................................................... 335 333 Reserves not currently deductible................................... 200 188 ------- ------- Total noncurrent.................................................. 535 521 ------- ------- Deferred tax liabilities: Property, plant and equipment.......................................... (3,362) (7,995) ------- ------- Net deferred tax (liability) asset................................ $ 328 $(1,442) ------- ------- ------- -------
Available state tax credits of $321 and $331 in 1996 and 1997, respectively, are scheduled to expire through fiscal 2002. 15 NBTY, INC. AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS--(CONTINUED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 11. COMMITMENTS Leases The Company conducts retail operations under operating leases which expire at various dates through 2020. Some of the leases contain renewal options and provide for additional rentals based upon sales plus certain tax and maintenance costs. Future minimal rental payments under the retail location and other leases that have initial or noncancelable lease terms in excess of one year at September 30, 1997 are as follows:
YEAR ENDING SEPTEMBER 30, - -------------------------------------------------------------- 1998........................................................ $ 25,322 1999........................................................ 24,501 2000........................................................ 23,522 2001........................................................ 22,176 2002........................................................ 20,804 Thereafter.................................................. 161,623 -------- $277,948 -------- --------
Operating lease rental expense, including real estate tax and maintenance costs, and leases on a month to month basis were approximately $1,248, $1,979 and $7,750 for the years ended September 30, 1995, 1996 and 1997, respectively. Purchase commitments The Company was committed to make future purchases under various purchase order arrangements with fixed price provisions aggregating approximately $12,923 and $26,102 at September 30, 1996 and 1997, respectively. Capital commitments The Company had approximately $15,800 in open capital commitments related to a manufacturing facility and computer hardware and software at September 30, 1997. Employment and consulting agreements The Company has employment agreements with two of its officers. The agreements, which expire in January 2004, provide for minimum salary levels, including cost of living adjustments, and also contain provisions regarding severance and changes in control of the Company. The commitment for salaries as of September 30, 1997 was approximately $749 per year. The Company also has a two-year consulting agreement with its former chairman and current director which expires on December 31, 1997. Such agreement requires annual payments of approximately $350. The parties are presently negotiating a renewal of the agreement under substantially comparable terms. In addition, an entity owned by a relative of an officer received sales commissions of $510, $417 and $541 in 1995, 1996 and 1997, respectively. 12. STOCK OPTION PLANS The Board of Directors approved the issuance of 6,660 non-qualified options on September 23, 1990, exercisable at $0.21 per share, which options terminate on September 23, 2000. In addition, on March 11, 1992, 16 NBTY, INC. AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS--(CONTINUED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 12. STOCK OPTION PLANS--(CONTINUED) the Board approved the issuance of an aggregate of 5,400 non-qualified stock options to directors and officers, exercisable at $0.31 per share, and expiring on March 10, 2002. The exercise price of each of the aforementioned issuances was in excess of the market price at the date such options were granted. During fiscal 1997, options were exercised with 37 shares of common stock issued (prior to the aforementioned stock split) to certain officers and a director for $23. As a result of the exercise of those options, the Company received a compensation deduction for tax purposes of approximately $643 and a tax benefit of approximately $257 which was credited to capital in excess of par. During fiscal 1996, options were exercised with 872 shares of common stock issued (prior to the aforementioned stock split) to certain officers and directors for $11 and interest bearing notes in the amount of $584. As a result of the exercise of these options, the Company was entitled to a compensation deduction for tax purposes of approximately $3,145 and a tax benefit of approximately $1,274 which was credited to capital in excess of par. During fiscal 1995, options were exercised with 430 shares of common stock issued (prior to the aforementioned stock split) to certain officers and directors for $24 and an interest bearing note in the amount of $191. The promissory note, including interest, was paid by the surrender of 23 NBTY common shares to the Company at the prevailing market price. As a result of the exercise of these options, the Company was entitled to a compensation deduction of approximately $1,828 which resulted in a tax benefit of approximately $731 which was credited to capital in excess of par. A summary of stock option activity is as follows:
WEIGHTED WEIGHTED WEIGHTED AVERAGE AVERAGE AVERAGE NUMBER OF EXERCISE NUMBER OF EXERCISE NUMBER OF EXERCISE SHARES PRICE SHARES PRICE SHARES PRICE --------- -------- --------- -------- --------- -------- Outstanding at beginning of year...... 8,475 $ .24 7,185 $ .25 4,569 $ .25 Exercised............................. 1,290 .17 2,616 .23 111 .31 --------- -------- --------- -------- --------- -------- Outstanding at end of year............ 7,185 $ .25 4,569 $ .25 4,458 $ .25 --------- -------- --------- -------- --------- -------- --------- -------- --------- -------- --------- -------- Exercisable at end of year............ 7,185 $ .25 4,569 $ .25 4,458 $ .25 --------- -------- --------- -------- --------- -------- --------- -------- --------- -------- --------- --------
As of September 30, 1997, the weighted average remaining contractual life of outstanding options was 4 years. In addition, there were no options available for grant at September 30, 1995, 1996 or 1997. 13. EMPLOYEE BENEFIT PLANS The Company maintains defined contribution savings plans and an employee stock ownership plan. The accompanying financial statements reflect contributions to these plans in the approximate amount of $498, $489 and $1,209 for the years ended September 30, 1995, 1996 and 1997, respectively. 14. LITIGATION L-tryptophan The Company and certain other companies in the industry have been named as defendants in cases arising out of the ingestion of products containing L-tryptophan. The Company had been named in more than 265 lawsuits, of which four are still pending against the Company. The other 261 lawsuits have been settled at no cost to the Company. The Company's supplier of L-tryptophan agreed to indemnify the Company and the other companies named in the lawsuits through the final resolution of all cases involving L-tryptophan. In addition, the 17 NBTY, INC. AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS--(CONTINUED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 14. LITIGATION--(CONTINUED) supplier has posted, for the benefit of the Company and the other companies named in the lawsuits, a revolving, irrevocable letter of credit of $20,000 to be used in the event that the supplier is unable or unwilling to satisfy any claims or judgments. While not all of these suits quantify the amount demanded, the Company believes that the amount required to either settle these cases or to pay judgments rendered therein will be paid by the supplier or by the Company's product liability insurance carrier. While the outcome of any litigation is uncertain, it is the opinion of management and legal counsel of the Company that it is remote that the Company will incur a material loss as a result of the L-tryptophan litigation and claims. Accordingly, no provision for liability, if any, that may result therefrom has been made in the Company's financial statements. Shareholder litigation In October 1994, two lawsuits were commenced in the U.S. District Court, Eastern District of New York, against the Company and two of its officers. On October 17, 1997, a Memorandum of Understanding was entered into between the Company and the attorneys representing the Plaintiff class agreeing to an $8,000 ($4,400 cash, $3,600 stock) settlement of the lawsuit. Subsequently, the Company entered into a Capital Stipulation of Settlement calling for, among other things, a total cash payment of $8,000. The Company has been notified by its insurance carrier that it is willing to reimburse the Company to the extent of $2,400. Accordingly, as of September 30, 1997, the Company recorded a $5,600 provision for its portion of the settlement which, along with related legal fees of approximately $768, has been reflected separately in the statement of income. Other litigation The Company is also involved in miscellaneous claims and litigation which management believes, taken individually or in the aggregate, would not have a material adverse effect on the Company's financial position or its business. 15. FOREIGN OPERATIONS In connection with the Company's recent acquisition of H&B which operates primarily in the United Kingdom, the Company has significantly expanded its operations outside of the United States. The following information has been summarized by geographic area as of September 30, 1997 and for the year then ended.
IDENTIFIABLE OPERATING ASSETS SALES INCOME ------------ -------- --------- United States...................................................... $328,548 $254,910 $ 36,619 United Kingdom..................................................... 214,190 26,497 (3,281) ------------ -------- --------- $542,738 $281,407 $ 33,338 ------------ -------- --------- ------------ -------- ---------
18 NBTY, INC. AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS--(CONTINUED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 16. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) The following is a summary of the unaudited quarterly results of operations for fiscal 1996 and 1997:
DECEMBER 31, MARCH 31, JUNE 30, SEPTEMBER 30, ------------ --------- -------- ------------- 1996: Net sales........................................ $ 38,589 $55,605 $ 47,900 $52,309 Gross profit..................................... 17,779 27,760 24,453 28,773 Income before income taxes....................... (412) 7,502 6,503 8,780(a) Net income....................................... (251) 4,576 3,763 5,264 Net income per diluted share..................... $ -- $ 0.07 $ 0.06 $ 0.09 1997: Net sales........................................ $ 47,327 $75,019 $ 61,761 $97,300 Gross profit..................................... 24,757 39,342 31,803 49,619 Income before income taxes....................... 5,484 12,723 8,548 1,961(a) Net income....................................... 3,290 7,634 5,129 1,177 Net income per diluted share..................... $ 0.06 $ 0.13 $ 0.08 $ 0.02
- ------------------ (a) Year-end adjustments resulting in an increase to pre-tax income of approximately $2 million and $2.1 million primarily related to adjustments of inventory amounts in 1996 and 1997, respectively. 19 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. Dated: May 5, 1998 By: /s/ Scott Rudolph ---------------------------------- Scott Rudolph President, Chief Executive Officer Dated: May 5, 1998 By: /s/ Harvey Kamil ---------------------------------- Harvey Kamil Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Dated: May 5, 1998 By: /s/ Scott Rudolph ---------------------------------- Scott Rudolph Chairman, President and Chief Executive Officer Dated: May 5, 1998 By: /s/ Arthur Rudolph ---------------------------------- Arthur Rudolph, Director Dated: May 5, 1998 By: /s/ Aram Garabedian ---------------------------------- Aram Garabedian, Director Dated: May 5, 1998 By: /s/ Bernard G. Owen ---------------------------------- Bernard G. Owen, Director Dated: May 5, 1998 By: /s/ Alfred Sacks ---------------------------------- Alfred Sacks, Director Dated: May 5, 1998 By: /s/ Murray Daly ---------------------------------- Murray Daly, Director Dated: May 5, 1998 By: /s/ Glenn Cohen ---------------------------------- Glenn Cohen, Director Dated: May 5, 1998 By: /s/ Bud Solk ---------------------------------- Bud Solk, Director Dated: May 5, 1998 By: /s/ Nathan Rosenblatt ---------------------------------- Nathan Rosenblatt, Director ---------------------------------- Michael L. Ashner, Director 20 EX-27.1 2 FDS FOR FISCAL YEAR 1995
5 NBTY, INC. (FORMERLY NATURE'S BOUNTY, INC.) YEAR SEP-30-1995 OCT-1-1994 SEP-30-1995 10,378,476 0 12,931,124 576,579 36,972,592 67,722,731 70,737,588 22,413,012 124,103,258 27,058,226 11,283,129 0 0 153,662 82,461,783 124,103,258 178,759,871 178,759,871 93,875,162 93,875,162 0 0 1,084,331 8,381,375 3,245,517 5,135,858 0 0 0 5,135,858 0.10 0.09
EX-27.2 3 FDS FOR FISCAL YEAR 1996
5 YEAR SEP-30-1996 OCT-01-1995 SEP-30-1996 20,316,998 0 12,418,781 793,669 38,070,071 78,850,218 89,082,883 27,351,258 145,550,201 26,582,622 16,113,299 0 0 160,638 96,789,219 145,550,201 194,403,040 194,403,040 95,638,272 95,638,272 0 0 1,445,036 22,372,933 9,021,054 13,351,879 0 0 0 13,351,879 0.24 0.22
EX-27.3 4 FDS FOR FISCAL YEAR 1997
5 1,000 YEAR SEP-30-1997 OCT-01-1996 SEP-30-1997 171,043 0 16,692 991 75,936 143,335 155,611 47,439 542,738 80,855 335,933 0 0 161 116,899 542,738 281,407 281,407 135,886 135,886 0 0 6,655 28,716 11,486 17,230 0 0 0 17,230 0.31 0.29
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