-----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, LQra4Tbog1dyuLAvNy7w9JIlybgpG51Oh9J9spipzX/yjhRYPpPzeNlbu+StDoX6 JmZZHE0IPqppiBuIXpnVTw== 0000910647-01-500039.txt : 20010223 0000910647-01-500039.hdr.sgml : 20010223 ACCESSION NUMBER: 0000910647-01-500039 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010214 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-Q SEC ACT: SEC FILE NUMBER: 000-10666 FILM NUMBER: 1541105 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-Q 1 nbty10q1.txt BODY OF 10Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the period ended December 31, 2000 Commission File Number: 0-10666 ------- NBTY, Inc. - ---------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 11-2228617 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 90 Orville Drive, Bohemia, NY 11716 - ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (631) 567-9500 -------------- 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 and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registration was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] Shares of Common Stock as of December 31, 2000: 65,903,599 NBTY, INC. and SUBSIDIARIES INDEX PART I Financial Information Condensed Consolidated Balance Sheets - December 31, 2000 (unaudited) and September 30, 2000 1 - 2 Condensed Consolidated Statements of Operations - (unaudited) Three months Ended December 31, 2000 and 1999 3 Condensed Consolidated Statements of Stockholders' Equity Year ended September 30, 2000 and (unaudited) Three months Ended December 31, 2000 4 Condensed Consolidated Statements of Cash Flows - (unaudited) Three months Ended December 31, 2000 and 1999 5 Notes to Condensed Consolidated Financial Statements (unaudited) 6 - 10 Management's Discussion and Analysis of Financial Condition and Results of Operations 11 - 15 PART II Other Information 16 Signature 17 NBTY, INC. and SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS ASSETS
(Dollars and shares in thousands) December 31, September 30, 2000 2000 ------------ ------------- (Unaudited) Current assets: Cash and cash equivalents $ 27,402 $ 31,464 Accounts receivable, less allowance for doubtful accounts of $1,216 at December 31, 2000 and $1,227 at September 30, 2000 29,463 24,913 Inventories 143,716 130,741 Deferred income taxes 3,549 3,549 Prepaid property taxes, rent, and other current assets 15,571 20,269 ------------------------- Total current assets 219,701 210,936 Property, plant and equipment 331,585 326,010 less accumulated depreciation and amortization 119,677 111,846 ------------------------- 211,908 214,164 Intangible assets, net 170,973 172,124 Other assets 8,750 6,389 ------------------------- Total assets $611,332 $603,613 =========================
See notes to condensed consolidated financial statements. NBTY, INC. and SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS LIABILITIES AND STOCKHOLDERS' EQUITY
(Dollars and shares in thousands) December 31, September 30, 2000 2000 ------------ ------------- (Unaudited) Current liabilities: Current portion of long-term debt and capital lease obligations $ 12,681 $ 12,829 Accounts payable 54,189 61,100 Accrued expenses and income taxes 40,293 36,893 ------------------------- Total current liabilities 107,163 110,822 Long-term debt 219,103 199,095 Obligations under capital leases 2,600 1,383 Deferred income taxes 17,081 17,050 Other liabilities 2,817 2,820 ------------------------- Total liabilities 348,764 331,170 Commitments and contingencies Stockholders' equity: Common stock, $0.008 authorized; 175,000 shares; issued 68,524 shares at December 31, 2000 and 68,524 shares at September 30, 2000 and outstanding 65,904 shares at December 31, 2000 and 68,289 shares at September 30, 2000 548 548 Capital in excess of par 123,798 123,798 Retained earnings 163,939 163,300 ------------------------- 288,285 287,646 Less: 2,620 and 235 treasury shares at cost, at December 31, 2000 and September 30, 2000 respectively (14,399) (1,512) Stock subscriptions receivable (839) (839) Accumulated other comprehensive loss (10,479) (12,852) ------------------------- Total stockholders' equity 262,568 272,443 ------------------------- Total liabilities and stockholders' equity $611,332 $603,613 =========================
See notes to condensed consolidated financial statements. NBTY, INC. and SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(Dollars and shares in thousands, except per share amounts) For the three months ended December 31, -------------------- 2000 1999 ---- ---- Net sales $166,829 $171,172 Cost and expenses: Cost of sales 74,505 80,943 Catalog printing, postage and promotion 15,710 8,286 Selling, general and administrative 72,031 63,924 Recovery of raw material cost (201) -------------------- 162,045 153,153 -------------------- Income from operations 4,784 18,019 -------------------- Other income (expense): Interest, net (4,971) (4,685) Miscellaneous, net 1,225 694 -------------------- (3,746) (3,991) -------------------- Income before income taxes 1,038 14,028 Income taxes 399 5,611 -------------------- Net income $ 639 $ 8,417 ==================== Net income per share: Basic $ 0.01 $ 0.13 ==================== Diluted $ 0.01 $ 0.12 ==================== Weighted average common shares outstanding: Basic 67,064 66,125 ==================== Diluted 67,254 68,019 ====================
See notes to condensed consolidated financial statements. NBTY, Inc. and Subsidiaries Condensed Consolidated Statements of Stockholders' Equity for the year ended September 30, 2000 and the three months ended December 31, 2000 (Unaudited)
(Dollars and shares in thousands) Accumu- lated Other Common stock Treasury stock Compre- Total ---------------- ------------------- Stock hensive Total Compre- Number of Capital in Retained Number of subscriptions Income Stockholders' hensive shares Amount excess of par earnings shares Amount receivable (Loss) Equity Income --------- ------ ------------- -------- --------- ------ ------------- ------- ------------- -------- Balances, September 30, 1999 66,096 $529 $106,332 $111,792 - - $(839) $ 6,135 $223,949 $22,101 ======= Net income for year ended September 30, 2000 51,508 51,508 51,508 Purchase of treasury shares, at cost 288 (2,511) (2,511) Acquisition of Nutrition Warehouse 1,059 8 12,235 12,243 Treasury stock retired (53) (999) (53) 999 - Exercise of stock options 1,422 11 4,397 4,408 Tax benefit from exercise of stock options 1,833 1,833 Foreign currency translation adjustment (18,987) (18,987) (18,987) -------------------------------------------------------------------------------------------------------------- Balances, September 30, 2000 68,524 548 123,798 163,300 235 (1,512) (839) (12,852) 272,443 32,521 ======= Net income for the three months ended December 31, 2000 639 639 639 Purchase of treasury shares, at cost 2,385 (12,887) (12,887) Treasury stock retired - Exercise of stock options - Tax benefit from exercise of stock options - Foreign currency translation adjustment 2,373 2,373 2,373 -------------------------------------------------------------------------------------------------------------- Balances, December 31, 2000 68,524 $548 $123,798 $163,939 2,620 ($14,399) ($839) ($10,479) $262,568 $ 3,012 ==============================================================================================================
See notes to consolidated financial statements. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands) For the three months ended December 31, 2000 1999 -------------------- Cash flows from operating activities: Net Income $ 639 $ 8,417 Adjustments to reconcile net income to cash provided by (used in ) operating activities: (Gain) Loss on sale of property, plant and equipment (22) 67 Depreciation and amortization 10,766 8,340 Provision for allowance for doubtful accounts 10 1 Tax benefit from exercise of stock options 138 Changes in assets and liabilities: Increase in accounts receivable (4,561) (1,143) (Increase) decrease in inventories (12,460) 1,974 Decrease in prepaid catalog costs and other current assets 4,744 3,946 Increase in other assets (2,362) (896) Decrease in accounts payable (7,074) (5,342) Increase in accrued expenses 3,224 12,008 Decrease in other liabilities (5) (172) -------------------- Net cash (used in) provided by operating activities (7,101) 27,338 -------------------- Cash flows from investing activities: Purchase of property, plant and equipment (8,481) (13,638) Proceeds from sale of property, plant, and equipment 2,817 15 Increase in intangible assets (214) -------------------- Net cash used in investing activities (5,664) (13,837) ==================== Cash flows from financing activities: Borrowings (Payments) under long term debt agreements 27,000 (1,394) Principal payments under long-term debt agreements and capital leases (5,953) (675) Proceeds from stock options exercised 14 Purchase of treasury stock (12,887) -------------------- Net cash provided by (used in) financing activities 8,160 (2,055) -------------------- Effect of exchange rate changes on cash and cash equivalents 543 (51) -------------------- Net (decrease) increase in cash and cash equivalents (4,062) 11,395 Cash and cash equivalents at beginning of period 31,464 18,269 -------------------- Cash and cash equivalents at end of period $27,402 $29,664 ==================== Supplemental Disclosure of Cash Flow Information: Cash paid during the period for interest $ 1,957 $ 850 Cash paid during the period for taxes $ 159 $ 7,089
See notes to condensed consolidated financial statements. NBTY, INC. and SUBSIDIARIES NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (In thousands, except per share amounts) 1. 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. In the opinion of the Company, the unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly its financial position as of December 31, 2000 and its results of operations for the three months ended December 31, 2000 and 1999 and statements of cash flows for the three months ended December 31, 2000 and 1999. The condensed consolidated balance sheet as of September 30, 2000 has been derived from the audited balance sheet as of that date. The results of operations for the three months ended December 31, 2000 and statements of cash flows for the three months ended December 31, 2000 are not necessarily indicative of the results to be expected for the full year. This report should be read in conjunction with the Company's annual report filed on Form 10-K for the fiscal year ended September 30, 2000. 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. Reclassifications Certain reclassifications have been made to conform prior year amounts to the current year presentation. New accounting standards Effective October 1, 2000, the Company adopted SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities". As the Company has determined, it does not have any derivative or hedging activities, and accordingly, the adoption of SFAS N0. 133 did not affect the Company's position or results of operations as of and for the three months ended December 31, 2000. In December 1999, the Securities and Exchange Commission staff issued Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements," ("SAB 101"). SAB 101 does not change existing revenue recognition rules, but rather addresses and clarifies existing rules and their application. SAB 101 is effective for the Company beginning July 1, 2001 or fourth quarter of fiscal 2001. Management is currently assessing the impact of SAB 101 on the Company's results of operations and financial position. During 2000, the Emerging Issues Task Force ("EITF") issued EITF 00-14, "Accounting for Certain Sales Incentives", which addresses the recognition, measurement and income statement classification for sales incentives offered voluntarily without charge to customers that can be used in, or that are exercisable by a customer as a result of, a single exchange transaction. EITF 00-14 requires that costs relating to sales incentives, be classified as a reduction of revenue, and not in marketing or selling expenses. The Company will adopt EITF 00-14 effective April 1, 2001. Management does not believe that the adoption of EITF 00-14 will have a material impact on the Company's results of operations or presentation thereof. 2. Comprehensive earnings Comprehensive income for the Company includes net income and the effects of foreign currency translation, which are charged or credited to the cumulative translation adjustment account within stockholders' equity. Comprehensive earnings for the three months ended December 31, 2000 and 1999 are as follows:
For the three months ended December 31, -------------------- 2000 1999 ---- ---- Net income $ 639 $ 8,417 Changes in cumulative translation adjustment 2,373 (3,336) ------------------- Comprehensive earnings $3,012 $ 5,081 ===================
Accumulated other comprehensive earnings (loss), which is classified as a separate component of stockholders' equity, is comprised of cumulative translation adjustments of $(10,479) and $(12,852) at December 31, 2000 and September 30, 2000, respectively. 3. Inventories Inventories have been estimated using the gross profit method for the interim periods. The components of the inventories are as follows:
December 31, September 30, 2000 2000 ------------ ------------- Raw materials and Work-in-process $ 46,614 $ 45,083 Finished goods 97,102 85,658 ------------------------ $143,716 $130,741 ========================
4. Earnings per share (EPS) Basic EPS computations are based on the weighted average number of common shares outstanding during the three month periods ended December 31, 2000 and 1999. Diluted EPS include the dilutive effect of outstanding stock options, if exercised. The following is a reconciliation between the basic and diluted EPS:
For the three months December 31, -------------------- 2000 1999 ---- ---- Numerator: Numerator for basic EPS -- Income available to common stockholders $ 639 $ 8,417 =================== Numerator for diluted EPS -- Income available to common stockholders $ 639 $ 8,417 =================== Denominator: Denominator for basic EPS -- Weighted average shares 67,064 66,125 Effect of dilutive securities: Stock options 190 1,894 ------------------- Denominator for diluted EPS -- Weighted average shares 67,254 68,019 =================== Net EPS: Basic EPS $ 0.01 $ 0.13 =================== Diluted EPS $ 0.01 $ 0.12 ===================
5. Stock options: During the three months ended December 31, 1999, options were exercised with 45 shares of common stock issued to an executive for cash of $14. As a result of the exercise of those options, the Company expects to receive a compensation deduction for tax purposes of approximately $352 and a tax benefit of approximately $138. 6. Segment Information: The Company's segments are organized by sales market on a worldwide basis. The Company's management reporting system evaluates performance based on a number of factors; however, the primary measure of performance is the pretax operating income of each segment. Accordingly, the Company reports four worldwide segments: Puritan's Pride/Direct Response, Retail: United States and United Kingdom, and Wholesale. All of the Company's products fall into one of these four segments. The Puritan's Pride/Direct Response segment generates revenue through the sale of its products primarily through mail order catalog and the internet. Catalogs are strategically mailed to customers who order by mail or phoning customer service representatives in New York, Illinois and the United Kingdom. The Retail United States segment generates revenue through the sale of proprietary brand and third-party products through its 500 Company-operated stores. The Retail United Kingdom segment generates revenue through the sales of proprietary brand and third- party products in 440 Company-operated stores. The Wholesale segment (including Network Marketing) is comprised of several divisions each targeting specific market groups. These market groups include wholesalers, distributors, chains, pharmacies, health food stores, bulk and international customers. The following table represents key financial information of the Company's business segments (in thousands):
Three months ended December 31, -------------------- 2000 1999 ---- ---- Puritan's Pride/Direct Response Revenue $ 27,834 $ 29,235 Operating income 6,012 5,325 Depreciation and amortization 1,101 340 Identifiable assets 72,208 33,473 Retail: United States Revenue $ 38,754 $ 34,330 Operating (loss) (12,145) (3,495) Depreciation and amortization 3,573 2,275 Identifiable assets 81,760 58,559 United Kingdom Revenue $ 60,581 $ 71,223 Operating income 11,937 12,146 Depreciation and amortization 3,221 3,238 Identifiable assets 210,744 219,832 Wholesale Revenue $ 39,660 $ 36,384 Operating income 1,432 6,344 Depreciation and amortization 232 188 Identifiable assets 26,556 15,270 Corporate Operating (loss) $ (2,452) Depreciation and amortization 2,639 $ 2,301 Manufacturing identifiable assets 220,064 220,958 Consolidated totals Revenue $166,829 $171,172 Operating income 4,784 18,019 Depreciation and amortization 10,766 8,342 Interest expense, net (4,971) (3,991) Income taxes 399 5,611 Net income 639 8,417 Identifiable assets 611,332 548,092
NBTY, INC. and SUBSIDIARIES MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL CONDITION and RESULTS of OPERATIONS (In thousands, except per share amounts) Results of Operations: The following table sets forth income statement data of the Company as a percentage of net sales for the periods indicated:
Three months Ended December 31, ---------------- 2000 1999 ---- ----- Net sales 100.0% 100.0% Costs and expenses: Cost of sales 44.7 47.3 Catalog printing, postage and promotion 9.3 4.9 Selling, general and administrative 43.2 37.3 Recovery of raw materials cost (.1) ---------------- 97.1 89.5 ---------------- Income from operations 2.9 10.5 Other income (expenses), net (2.3) (2.3) ---------------- Income before income taxes .6 8.2 Income taxes .2 3.3 ---------------- Net income .4% 4.9% ================
For the three months ended December 31, 2000 compared to the three months ended December 31, 1999: Net sales. Net sales in the first quarter ended December 31, 2000 were $166,829 compared with $171,172 for the prior comparable period, a decrease of $4,343 or 2.5%. Puritan's Pride/Direct Response sales were $27,834, compared to $29,235 for the prior comparable period (decrease of $1,401 or 4.8%), wholesale sales were $39,660 compared to $36,384 (increase of $3,276 or 9.0%), U.S. retail sales were $38,754 compared to $34,330 (increase of $4,424 or 12.9%) and U.K. retail sales were $60,581 compared to $71,223 (decrease of $10,642 or 14.9%). Revenue increases in the wholesale market segment are attributed to a new product introduction and greater market share to mass merchandisers. The Company operated 500 stores in the U.S. and 440 stores in the U.K. as of December 31, 2000 compared to 380 stores in the U.S. and 424 in the U.K. as of December 31, 1999. Sales growth in the U.S. retail channel reflected the greater number of stores compared to last year. U.S. comparable store sales for stores open more than one year decreased $3,618 or 10.9%. Costs and expenses. Cost of sales as a percentage of sales were 44.7% for 2000 and 47.3% for 1999. The decrease is due, in part, to lower manufacturing costs and higher gross profits from increased usage of NBTY sourced products in the Holland & Barrett UK operations. Catalog printing, postage, and promotion expenses were $15,710 in 2000, an increase of $7,424 (89.6% increase) from $8,286 in 1999. This increase was due primarily to the Flex-A-Min advertising campaign and Vitamin World's Savings Passport Card program. As a percentage of sales, expenses were 9.4% for the current quarter and 4.8% for the prior comparable quarter. Selling, general and administrative expenses were $72,031 for the quarter, or 43.2%, as a percentage of sales, compared with $63,924 or 37.3% as a percentage of sales for the prior comparable quarter, an increase of $8,107 (12.7% increase). The largest categories and increases are salaries and rent expense which increased primarily due to the U.S. retail store expansion program. Interest expense. Interest expense was $4,971, an increase of $286 compared to $4,685 during the prior comparable quarter. The major components are interest on Senior Subordinated Notes associated with the Holland & Barrett acquisition, the Credit and Guarantee Agreement (CGA) used for the stock repurchase and for capital expenditures. Interest expense increased primarily due to the additional borrowings to fund the share repurchase program. Income before income taxes was $1,038 for 2000 and $14,028 for 1999. After income taxes, the Company had a net profit of $639 (or basic earnings per share of $0.01, diluted earnings per share of $0.01) for the three month period ended December 31, 2000, and $8,417 (or basic earnings per share of $0.13, diluted earnings per share of $0.12) for the three months ended December 31, 1999. Liquidity and Capital Resources Working capital was $112.5 million at December 31, 2000, compared with $100.1 million at September 30, 2000, an increase of $12.4 million. In April 1999, the Company entered into an amended and restated Credit and Guarantee Agreement (CGA) which expires September 30, 2003 for $135,000. On July 17, 2000, the CGA was amended to $149,300. The CGA is comprised of two revolving credit agreements of $50,000 each and a term loan of $49,300. At December 31, 2000, there were borrowings of $75,600 under this facility at an annual borrowing rate of 7.81%. The CGA provides that loans be made under a selection of rate formulas, including prime or Euro currency rates. Virtually all of the company's assets are collateralized under the CGA. In addition, the Company is subject to maintenance of various financial ratios and covenants. In connection with the August 1997 acquisition of Holland & Barrett, the Company issued $150 million 8-5/8% senior subordinated Notes ("Notes") due in 2007. The Notes are unsecured and subordinated in right of payment for all existing and future indebtedness of the Company. The Company believes that existing cash balances, internally-generated funds from operations and amounts available under the CGA will provide sufficient liquidity to satisfy the Company's working capital needs for the next 12 months and to finance anticipated capital expenditures incurred in the normal course of business. Net cash used in operating activities was $7.1 million in 2000 and provided by operating activities was $27.3 million in 1999. The change is primarily due to an increase in inventories and a decrease in net income. Net cash used in investing activities was $5.7 million in 2000 and $13.8 million in 1999 primarily due to retail stores and plant expansion programs. Net cash provided by financing activities was $8.1 million in 2000 primarily due to an additional borrowing of $27 million offset by the purchase of treasury stock. Net cash used in financing activities was $2.1 million in 1999 due mainly to borrowings under the CGA. Management believes that inflation did not have a significant impact on its operations. New Accounting Standards Effective October 1, 2000, the Company adopted SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities". As the Company has determined, it does not have any derivative or hedging activities, and accordingly, the adoption of SFAS N0. 133 did not affect the Company's financial position or results of operations as of and for the three months ended December 31, 2000. In December 1999, the Securities and Exchange Commission staff issued Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements," ("SAB 101"). SAB 101 does not change existing revenue recognition rules, but rather addresses and clarifies existing rules and their application. SAB 101 is effective for the Company beginning July 1, 2001 or fourth quarter of fiscal 2001. Management is currently assessing the impact of SAB 101 on the Company's results of operations and financial position. During 2000, the Emerging Issues Task Force ("EITF") issued EITF 00-14, "Accounting for Certain Sales Incentives", which addresses the recognition, measurement and income statement classification for sales incentives offered voluntarily without charge to customers that can be used in, or that are exercisable by a customer as a result of, a single exchange transaction. EITF 00-14 requires that costs relating to sales incentives, be classified as a reduction of revenue, and not in marketing or selling expenses. The Company will adopt EITF 00-14 effective April 1, 2001. Management does not believe that the adoption of EITF 00-14 will have a material impact on the Company's results of operations or presentation thereof. This filing contains certain forward-looking statements and information that are based on the beliefs of management, as well as assumptions made by and information currently available to the Company's management. When used in this document, the words "anticipate," "believe," "estimate," and "expect" and similar expressions, as they relate to the Company are intended to identify forward-looking statements. Such statements reflect the current views of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated or expected. The Company does not intend to update these forward-looking statements. NBTY, INC. AND SUBSIDIARIES PART II OTHER INFORMATION (Unaudited) Item 1. Legal Proceedings Not applicable. Item 2. Changes in Securities Not applicable. Item 3. Defaults upon Senior Securities Not applicable. Item 4. Submission of Matters to a Vote of Security Holders Not applicable. Item 5. Other Information Not applicable. Item 6. Exhibits and Reports on Form 8-K There was no Form 8-K filed during the first quarter of the fiscal year ending September 30, 2001. NBTY, INC. and SUBSIDIARIES 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 there unto duly authorized. NBTY, INC. Date February 12, 2001 /s/ Harvey Kamil Harvey Kamil, Executive Vice President, Secretary (Principal Financial and Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----