8-K

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): July 22, 2004

NBTY, INC.
(Exact name of registrant as specified in charter)

001-31788
(Commission file number)

DELAWARE (State or other jurisdiction of incorporation or organization)	11-2228617 (I.R.S. Employer Identification No.)
90 Orville Drive Bohemia, New York (Address of principal executive offices)	11716 (Zip Code)

(631) 567-9500
(Registrant's telephone number, including area code)

ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS

(c)

Exhibits.

99.1

Press release issued by NBTY, Inc. dated July 22, 2004

ITEM 12.    RESULTS OF OPERATIONS AND FINANCIAL CONDITION

        On July 22, 2004, NBTY, Inc. issued a press release announcing fiscal third quarter results. A copy of the press release is attached as Exhibit 99.1.

        This information is furnished under "Item 12. Disclosure of Results of Operations and Financial Condition" in accordance with SEC Release Nos. 33-8216 and 34-47583.

        This Form 8-K and the attached Exhibit are furnished to comply with Item 7 and Item 12 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 they 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).

SIGNATURES

        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.

Dated: July 23, 2004	NBTY, INC.
	By:	/s/  HARVEY KAMIL Harvey Kamil President and Chief Financial Officer

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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

SIGNATURES

EX-99.1

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Exhibit 99.1

FOR IMMEDIATE RELEASE
Contact:	Harvey Kamil NBTY, Inc. President and Chief Financial Officer 631-244-2020	Carl Hymans G.S. Schwartz & Co. 212-725-4500 carlh@schwartz.com

NBTY REPORTS THIRD QUARTER RESULTS

BOHEMIA, N.Y.—July 22, 2004—NBTY, Inc. (NYSE: NTY) (www.NBTY.com), a leading manufacturer and marketer of nutritional supplements, today announced results for the fiscal third quarter ended June 30, 2004.

For the fiscal third quarter ended June 30, 2004, sales increased 30% to $400 million, compared to sales of $308 million for the fiscal third quarter ended June 30, 2003. Net income for the fiscal third quarter was $26 million, or $0.37 per diluted share, compared to net income of $29 million, or $0.43 per diluted share for the fiscal third quarter last year. Net income results for the fiscal third quarter of 2003 reflect a $4 million after-tax benefit to record available foreign tax credits (representing $0.06 per diluted share.)

The product lines purchased in the July 2003 Rexall acquisition recorded sales of $68 million for the fiscal third quarter of 2004. Without such product lines, sales would have increased 8% for this three-month period.

For the first nine months of fiscal 2004, sales increased 48% to $1.2 billion compared to $828 million for the first nine months of fiscal 2003. Net income for the first nine months of 2004 was $91 million, or $1.31 per diluted share, compared with net income of $66 million, or $0.96 per diluted share, for the first nine months of fiscal 2003. Net income results for the first nine months of fiscal 2003 reflect the aforementioned $4 million after-tax benefit to record available foreign tax credits (representing $0.06 per diluted share.)

The product lines purchased in the Rexall acquisition recorded sales of $224 million for the first nine months of fiscal 2004. Without such product lines, sales would have increased 21% for this nine-month period.

During the fiscal third quarter and first nine months of fiscal 2004, the Company repaid $18 million and $116 million, respectively, of principal outstanding under the term loans originally used to acquire Rexall. These payments reduced the principal outstanding under the Company's term loans to $156 million.

OPERATIONS FOR THE FISCAL THIRD QUARTER ENDED JUNE 30, 2004

The US Nutrition wholesale division, which operates Nature's Bounty and Rexall, increased its sales 83% to $172 million from $94 million for the comparable prior period of fiscal 2003.

NBTY has established a dominant presence in the wholesale nutritional supplement marketplace. The Company's utilization of consumer sales information from its Vitamin World retail stores and Puritan's Pride direct-response/e-commerce operations provides mass-market customers with timely and vital data to drive their sales. The Company continues to adjust shelf space allocation between the Nature's Bounty brand and Rexall brands to provide the best overall product mix. These efforts have strengthened US Nutrition's position in the mass market.

The Company is introducing reformulated, repackaged MET-Rx® brand products with improved flavors. In addition, the Company re-launched Spider-Man vitamins under the Sundown Kids™ brand. Spider-Man is a trademark of Marvel Characters, Inc.

Vitamin World fiscal third quarter sales were $53 million compared to $54 million a year ago, a decrease of 2%. For the fiscal third quarter, Vitamin World operations reported a pre-tax loss of $1 million. However, EBITDA (as defined in non-GAAP financial measures below) was $1 million.

During the fiscal third quarter Vitamin World opened 10 new stores, closed 3 stores and at the end of the quarter operated 552 stores nationwide. For the fiscal third quarter, same store sales decreased 4%, reflecting vulnerability in this specialty retail market. Same store sales increased 2% for the first nine months of fiscal 2004.

As NBTY introduces more new products directly to the mass market, the specialty retail market's ability to capitalize on market trends and new products is restricted. We expect this trend to continue in the near future.

NBTY's European retail sales for the fiscal third quarter increased 23% to $122 million from $99 million for the fiscal third quarter a year ago. Sales generated by GNC (UK) and DeTuinen were approximately $21 million for the fiscal third quarter. Both retail chains were profitable in the fiscal third quarter. The Company's European retail division opened 3 new stores, closed 3 stores and at the end of the quarter operated 599 stores in the UK, Ireland and the Netherlands.

Holland & Barrett continues to be a leader in the United Kingdom. Same store sales in the UK increased 14% for the fiscal third quarter, reflecting in part the positive effect of the strong British pound. Without the effect of foreign exchange, Holland & Barrett same store sales increased 3%.

Revenues from Puritan's Pride direct response/e-commerce operations for the fiscal third quarter decreased 14% to $53 million from $61 million for the comparable prior period. The decrease in sales for the fiscal third quarter reflects in part a change in the timing of promotional catalog mailings. However, Puritan's Pride revenues for the first nine months of fiscal 2004 increased 7% to $159 million, reflecting more effective target marketing to its customer base.

The on-line portion of Puritan's Pride sales increased 8% for the fiscal third quarter and 35% for the first nine months of fiscal 2004. NBTY remains the leader in the direct response and e-commerce sector and continues to increase the number of products available via its catalog and websites.

The Company settled a previously announced civil complaint arising out of the Company's sales of pseudoephedrine products (now discontinued) for a payment of $950,000, without an admission of any liability. This payment was reserved for in a prior period and did not affect current quarter results.

NBTY Chairman and CEO, Scott Rudolph, said: "We are pleased with NBTY's overall performance, although we are disappointed in the continued decline in Vitamin World sales. We are confident in our ability to quickly adapt to cyclical changes in industry segments which are likely to impact near-term results and remain optimistic for the long-term."

ABOUT NBTY

NBTY is a leading vertically integrated manufacturer and distributor of a broad line of high-quality, value-priced nutritional supplements in the United States and throughout the world. The Company markets approximately 1,500 products under several brands, including Nature's Bounty®, Vitamin World®, Puritan's Pride®, Holland & Barrett®, Rexall®, Sundown®, MET-Rx®, WORLDWIDE Sport Nutrition®, American Health®, GNC (UK)® and DeTuinen®.

This release refers to non-GAAP financial measures, such as EBITDA. "EBITDA" is defined as earnings before interest, taxes, depreciation and amortization. This non-GAAP financial measure is not prepared in accordance with generally accepted accounting principles and may be different from non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. A reconciliation of the non-GAAP measure to the comparable GAAP measure is included in the attached financial tables. Management believes the presentation of EBITDA is relevant and useful because EBITDA is a measurement industry analysts utilize when evaluating NBTY's operating performance. Management also believes EBITDA enhances an investor's

understanding of NBTY's results of operations because it measures NBTY's operating performance exclusive of interest and non-cash charges for depreciation and amortization. Management also provides this non-GAAP measurement as a way to help investors better understand its core operating performance, enhance comparisons of NBTY's core operating performance from period to period and to allow better comparisons of NBTY's operating performance to that of its competitors.

This release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to our financial condition, results of operations and business. All of these forward-looking statements, which can be identified by the use of terminology such as "subject to," "believe," "expects," "may," "will," "should," "can," or "anticipates," or the negative thereof, or variations thereon, or comparable terminology, or by discussions of strategy which, although believed to be reasonable, are inherently uncertain. Factors which may materially affect such forward-looking statements include: (i) slow or negative growth in the nutritional supplement industry; (ii) interruption of business or negative impact on sales and earnings due to acts of war, terrorism, bio-terrorism, civil unrest or disruption of mail service; (iii) adverse publicity regarding nutritional supplements; (iv) inability to retain customers of companies (or mailing lists) recently acquired; (v) increased competition; (vi) increased costs; (vii) loss or retirement of key members of management; (viii) increases in the cost of borrowings and unavailability of additional debt or equity capital; (ix) unavailability of, or inability to consummate, advantageous acquisitions in the future, including those that may be subject to bankruptcy approval or the inability of NBTY to integrate acquisitions into the mainstream of its business; (x) changes in general worldwide economic and political conditions in the markets in which NBTY may compete from time to time; (xi) the inability of NBTY to gain and/or hold market share of its wholesale and/or retail customers anywhere in the world; (xii) unavailability of electricity in certain geographical areas; (xiii) the inability of NBTY to obtain and/or renew insurance; (xiv) exposure to and expense of defending and resolving, product liability claims and other litigation; (xv) the ability of NBTY to successfully implement its business strategy; (xvi) the inability of NBTY to manage its retail, wholesale, manufacturing and other operations efficiently; (xvii) consumer acceptance of NBTY's products; (xviii) the inability of NBTY to renew leases on its retail locations; (xix) inability of NBTY's retail stores to attain or maintain profitability; (xx) the absence of clinical trials for many of NBTY's products; (xxi) sales and earnings volatility and/or trends; (xxii) the efficacy of NBTY's Internet and on-line sales and marketing; (xxiii) fluctuations in foreign currencies, including the British Pound; (xxiv) import-export controls on sales to foreign countries; (xxv) the inability of NBTY to secure favorable new sites for, and delays in opening, new retail locations; (xxvi) introduction of new federal, state, local or foreign legislation or regulation or adverse determinations by regulators anywhere in the world (including the banning of products) and more particularly the Food Supplements Directive and the Traditional Herbal Medicinal Products Directive in Europe; (xxvii) the mix of NBTY's products and the profit margins thereon; (xxviii) the availability and pricing of raw materials; (xxix) risk factors discussed in NBTY's filings with the U.S. Securities and Exchange Commission; (xxx) adverse effects on NBTY as a result of increased gasoline prices and potentially reduced traffic flow to NBTY's retail locations; and (xxxi) other factors beyond NBTY's control.

Readers are cautioned not to place undue reliance on forward-looking statements. NBTY cannot guarantee future results, trends, events, levels of activity, performance or achievements. NBTY does not undertake and specifically declines any obligation to update, republish or revise forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrences of unanticipated events.

—Tables Follow-

NBTY, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

(Dollars and shares in thousands, except per share amounts)

		For the three months ended June 30,
		2004			2003
Net sales		$	399,913		$	308,474
Costs and expenses:
	Cost of sales		197,228			141,196
	Catalog printing, postage and promotion		21,651			15,378
	Selling, general and administrative		139,905			110,924
			358,784			267,498
Income from operations			41,129			40,976
Other income (expense):
	Interest		(5,569	)		(3,890	)
	Miscellaneous, net		1,096			2,023
			(4,473	)		(1,867	)
Income before income taxes			36,656			39,109
Provision for income taxes			10,754			9,641
Net income		$	25,902		$	29,468
Net income per share:
	Basic	$	0.39		$	0.44
	Diluted	$	0.37		$	0.43
Weighted average common shares outstanding:
	Basic		66,803			66,263
	Diluted		69,207			68,287

NBTY, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

(Dollars and shares in thousands, except per share amounts)

		For the nine months ended June 30,
		2004			2003
Net sales		$	1,224,559		$	827,701
Costs and expenses:
	Cost of sales		603,362			372,555
	Discontinued product charge		—			6,000
	Catalog printing, postage and promotion		61,109			46,015
	Selling, general and administrative		408,569			303,470
			1,073,040			728,040
Income from operations			151,519			99,661
Other income (expense):
	Interest		(19,132	)		(11,709	)
	Miscellaneous, net		3,142			5,536
			(15,990	)		(6,173	)
Income before income taxes			135,529			93,488
Provision for income taxes			44,725			27,786
Net income		$	90,804		$	65,702
Net income per share:
	Basic	$	1.36		$	0.99
	Diluted	$	1.31		$	0.96
Weighted average common shares outstanding:
	Basic		66,724			66,232
	Diluted		69,107			68,233

SALES
(Thousands)
(Unaudited)

	THREE MONTHS ENDED JUNE 30,						NINE MONTHS ENDED JUNE 30,
	2004		2003		% Increase (% Decrease)		2004		2003		% Increase
Wholesale	$	171,598	$	93,939	83	%	$	540,217	$	252,906	114	%
US Retail/Vitamin World		53,452		54,423	-2	%		162,963		158,242	3	%
European Retail/Holland & Barrett/GNC		122,320		99,202	23	%		362,787		268,903	35	%
Direct Response/Puritan's Pride		52,543		60,910	-14	%		158,592		147,650	7	%
Total	$	399,913	$	308,474	30	%	$	1,224,559	$	827,701	48	%

GROSS PROFIT
PERCENTAGES
(Unaudited)

	THREE MONTHS ENDED JUNE 30,						NINE MONTHS ENDED JUNE 30,
	2004		2003		% Increase (% Decrease)		2004		2003		% Increase (% Decrease)
Wholesale	36	%	41	%	-5	%	38	%	41	%	-3	%
US Retail/Vitamin World	58	%	59	%	-1	%	60	%	59	%	1	%
European Retail/Holland & Barrett/GNC	63	%	60	%	3	%	62	%	61	%	1	%
Direct Response/Puritan's Pride	61	%	62	%	-1	%	61	%	62	%	-1	%
Total (without discontinued product charge)	51	%	54	%	-3	%	51	%	55	%	-4	%
Discontinued product charge	0	%	0	%	0	%	0	%	-1	%	1	%
Total	51	%	54	%	-3	%	51	%	54	%	-3	%

Reconciliation of GAAP Measures to Non-GAAP Measures

(Thousands)

(Unaudited)

	THREE MONTHS ENDED JUNE 30, 2004
	Pretax Income (Loss)			Depreciation and amortization		Interest		EBITDA
Wholesale	$	26,920		$	2,493	$	—	$	29,413
US Retail/Vitamin World		(1,147	)		2,323				1,176
European Retail/Holland & Barrett/GNC		28,247			3,983				32,230
Direct Response/Puritan's Pride		16,294			1,294				17,588
Segment Results		70,314			10,093				80,407
Corporate		(33,658	)		5,497		5,569		(22,592	)
Total	$	36,656		$	15,590	$	5,569	$	57,815

	THREE MONTHS ENDED JUNE 30, 2003
	Pretax Income (Loss)			Depreciation and amortization		Interest		EBITDA
Wholesale	$	21,630		$	290	$	—	$	21,920
US Retail/Vitamin World		902			2,639				3,541
European Retail/Holland & Barrett/GNC		19,182			2,708				21,890
Direct Response/Puritan's Pride		19,771			1,413				21,184
Segment Results		61,485			7,050				68,535
Corporate		(22,376	)		3,737		3,890		(14,749	)
Total	$	39,109		$	10,787	$	3,890	$	53,786

Reconciliation of GAAP Measures to Non-GAAP Measures

(Thousands)

(Unaudited)

	NINE MONTHS ENDED JUNE 30, 2004
	Pretax Income (Loss)			Depreciation and amortization		Interest		EBITDA
Wholesale	$	97,927		$	7,935	$	—	$	105,862
US Retail/Vitamin World		243			8,509				8,752
European Retail/Holland & Barrett/GNC		84,229			9,881				94,110
Direct Response/Puritan's Pride		48,980			4,102				53,082
Segment Results		231,379			30,427				261,806
Corporate		(95,850	)		16,421		19,132		(60,297	)
Total	$	135,529		$	46,848	$	19,132	$	201,509

	NINE MONTHS ENDED JUNE 30, 2003
	Pretax Income (Loss)			Depreciation and amortization		Interest		EBITDA
Wholesale	$	53,784		$	741	$	—	$	54,525
US Retail/Vitamin World		340			8,576				8,916
European Retail/Holland & Barrett/GNC		64,542			7,247				71,789
Direct Response/Puritan's Pride		44,744			4,350				49,094
Segment Results		163,410			20,914				184,324
Corporate		(69,922	)		11,625		11,709		(46,588	)
Total	$	93,488		$	32,539	$	11,709	$	137,736

NBTY, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

ASSETS

(Dollars and shares in thousands)

			June 30, 2004		September 30, 2003
Current assets:
	Cash and cash equivalents		$	50,185	$	49,349
	Investments in bonds			—		4,158
	Accounts receivable, less allowance for doubtful accounts of $7,560 at June 30, 2004 and $7,100 at September 30, 2003			87,367		80,829
	Inventories			353,381		314,091
	Deferred income taxes			37,021		37,021
	Prepaid expenses and other current assets			51,715		44,736
		Total current assets		579,669		530,184
	Property, plant and equipment, net			283,612		298,344
	Goodwill			217,287		213,362
	Intangible assets, net			138,968		137,469
	Other assets			15,816		16,423
		Total assets	$	1,235,352	$	1,195,782

NBTY, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

LIABILITIES AND STOCKHOLDERS' EQUITY

(Dollars and shares in thousands)

			June 30, 2004		September 30, 2003
Current liabilities:
	Current portion of long-term debt and capital lease obligations		$	3,247	$	12,841
	Accounts payable			96,965		87,039
	Accrued expenses and other current liabilities			149,768		116,029
		Total current liabilities		249,980		215,909
	Long-term debt			307,112		413,989
	Deferred income taxes			53,609		40,213
	Other liabilities			6,188		10,872
		Total liabilities		616,889		680,983
Commitments and contingencies
Stockholders' equity:
Common stock, $0.008 par; authorized 175,000 shares; issued and outstanding 66,870 shares at June 30, 2004 and 66,620 shares at September 30, 2003				535		533
	Capital in excess of par			134,023		130,208
	Retained earnings			460,257		369,453
				594,815		500,194
	Accumulated other comprehensive income			23,648		14,605
	Total stockholders' equity			618,463		514,799
Total liabilities and stockholders' equity			$	1,235,352	$	1,195,782

NBTY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(Dollars in thousands)

				2004			For the nine months ended June 30, 2003
Cash flows from operating activities:
Net income				$	90,804		$	65,702
Adjustments to reconcile net income to net cash provided by operating activities:
	Loss/(gain) on disposal/sale of property, plant and equipment				496			(843	)
	Depreciation and amortization				46,848			32,539
	Foreign currency transaction gain				(679	)		(970	)
	Amortization of deferred financing costs				2,337			591
	Amortization of bond discount				93			93
	Allowance for doubtful accounts				460			43
	Compensation expense for ESOP				4,176			1,283
	Tax benefit from exercise of stock options				537			113
	Deferred income taxes				—			(1,000	)
	Discontinued product charge				—			6,000
	Changes in assets and liabilities, net of acquisitions:
		Accounts receivable			(6,651	)		(12,998	)
		Inventories			(35,536	)		(13,323	)
		Prepaid expenses and other current assets			7,135			(17,201	)
		Other assets			1,377			(1,209	)
		Accounts payable			6,372			5,743
		Accrued expenses and other liabilities			19,638			15,013
			Net cash provided by operating activities		137,407			79,576
	Cash flows from investing activities:
		Purchase of property, plant and equipment			(32,087	)		(24,852	)
		Proceeds from sale of property, plant, and equipment			1,092			1,454
		Proceeds from sale of investment in bonds			4,158			—
		Cash paid for acquisitions, net of cash acquired			—			(32,049	)
		Release of cash held in escrow			—			2,403
			Net cash used in investing activities		(26,837	)		(53,044	)
	Cash flows from financing activities:
		Principal payments under long-term debt agreements and capital leases			(116,563	)		(17,510	)
		Payments for debt issuance costs			(500	)		—
		Proceeds from stock options exercised			807			176
			Net cash used in financing activities		(116,256	)		(17,334	)
	Effect of exchange rate changes on cash and cash equivalents				6,522			3,032
	Net increase in cash and cash equivalents				836			12,230
	Cash and cash equivalents at beginning of period				49,349			26,229
	Cash and cash equivalents at end of period			$	50,185		$	38,459
	Supplemental disclosure of cash flow information:
		Cash paid during the period for interest		$	13,592		$	8,656
		Cash paid during the period for income taxes		$	22,356		$	21,035

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Exhibit 99.1

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Reconciliation of GAAP Measures to Non-GAAP Measures
Reconciliation of GAAP Measures to Non-GAAP Measures
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS