13. Condensed Consolidating Financial Statements of Guarantors

The Notes were issued by NBTY and are guaranteed by each of its current and future direct and indirect 100% owned subsidiaries, subject to certain exceptions. These guarantees are full, unconditional and joint and several. The following condensed consolidating financial information presents:


	1.	Condensed consolidating financial statements as of June 30, 2015 and September 30, 2014 and for the three and nine months ended June 30, 2015 and 2014 of (a) NBTY, the parent and issuer, (b) the guarantor subsidiaries, (c) the non-guarantor subsidiaries and (d) NBTY on a consolidated basis; and
	2.	Elimination entries necessary to consolidate NBTY, the parent, with guarantor and non-guarantor subsidiaries.

The condensed consolidating financial statements are presented using the equity method of accounting for investments in wholly owned subsidiaries. Under this method, the investments in subsidiaries are recorded at cost and adjusted for our share of the subsidiaries' cumulative results of operations, other comprehensive income, capital contributions, distributions and other equity changes. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions. This financial information should be read in conjunction with the financial statements and other notes related thereto.

We revised the statement of operations with respect to equity in income of subsidiaries from the non-guarantor subsidiaries to the guarantor. This revision impacted the condensed consolidating statement of operations and comprehensive income (loss) for the three and nine months ended June 30, 2014 increasing net income for the guarantors and decreasing the eliminations by $8,228 and $21,874, respectively. The revision to this supplemental information did not impact any amounts reported in our previously issued Consolidated Financial Statements. In accordance with SEC Staff Accounting Bulletin Nos. 99 and 108, we assessed the materiality of these revisions and concluded that the revisions were not material to any of our previously issued consolidating financial statements. As comparative prior period supplemental guarantor subsidiaries financial information is presented in future filings, we will similarly revise such prior period information.

Condensed Consolidating Balance Sheet
As of June 30, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	142,540		$	1,439		$	138,929		$	—		$	282,908
Accounts receivable, net		—			139,592			52,723			—			192,315
Intercompany		14,635			—			17,860			(32,495	)		—
Inventories		—			603,215			205,835			—			809,050
Deferred income taxes		—			26,206			694			—			26,900
Other current assets		876			17,025			32,500			—			50,401

Total current assets		158,051			787,477			448,541			(32,495	)		1,361,574
Property, plant and equipment, net		118,197			283,156			213,213			—			614,566
Goodwill		—			720,813			411,694			—			1,132,507
Other intangible assets, net		—			1,407,432			335,658			—			1,743,090
Other assets		1,094			8,342			76			—			9,512
Intercompany loan receivable		2,468,492			1,292,113			—			(3,760,605	)		—
Investments in subsidiaries		2,150,194			152,944			—			(2,303,138	)		—

Total assets	$	4,896,028		$	4,652,277		$	1,409,182		$	(6,096,238	)	$	4,861,249


Liabilities and Stockholder's Equity
Current liabilities:
Current portion of long-term debt	$	—		$	—		$	—		$	—		$	—
Accounts payable		—			198,255			95,680			—			293,935
Intercompany		—			32,495			—			(32,495	)		—
Accrued expenses and other current liabilities		17,934			176,928			46,661			—			241,523

Total current liabilities		17,934			407,678			142,341			(32,495	)		535,458
Intercompany loan payable		1,277,112			2,111,807			371,686			(3,760,605	)		—
Long-term debt, net of current portion		2,111,807			—			—			—			2,111,807
Deferred income taxes		10,289			586,116			99,164			—			695,569
Other liabilities		4,740			14,789			24,740			—			44,269

Total liabilities		3,421,882			3,120,390			637,931			(3,793,100	)		3,387,103
Commitments and contingencies
Stockholder's Equity:
Common stock		—			—			—			—			—
Capital in excess of par		1,563,073			1,404,555			746,911			(2,151,466	)		1,563,073
(Accumulated deficit) retained earnings		(12,408	)		139,437			92,293			(231,730	)		(12,408	)
Accumulated other comprehensive income (loss)		(76,519	)		(12,105	)		(67,953	)		80,058			(76,519	)

Total stockholder's equity		1,474,146			1,531,887			771,251			(2,303,138	)		1,474,146

Total liabilities and stockholder's equity	$	4,896,028		$	4,652,277		$	1,409,182		$	(6,096,238	)	$	4,861,249

Condensed Consolidating Balance Sheet
As of September 30, 2014

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	77,550		$	751		$	61,187		$	—		$	139,488
Accounts receivable, net		—			130,749			44,952			—			175,701
Intercompany		30,425			—			32,102			(62,527	)		—
Inventories		—			650,484			202,742			—			853,226
Deferred income taxes		—			27,002			1,913			—			28,915
Other current assets		2,618			18,048			40,843			—			61,509

Total current assets		110,593			827,034			383,739			(62,527	)		1,258,839
Property, plant and equipment, net		95,022			304,274			197,906			—			597,202
Goodwill		—			726,354			436,928			—			1,163,282
Other intangible assets, net		—			1,439,374			352,218			—			1,791,592
Other assets		—			8,116			91			—			8,207
Intercompany loan receivable		2,438,743			1,060,793			—			(3,499,536	)		—
Investments in subsidiaries		2,095,763			148,921			—			(2,244,684	)		—

Total assets	$	4,740,121		$	4,514,866		$	1,370,882		$	(5,806,747	)	$	4,819,122


Liabilities and Stockholder's Equity
Current liabilities:
Current portion of long-term debt	$	—		$	—		$	261		$	—		$	261
Accounts payable		—			140,761			87,116			—			227,877
Intercompany		—			62,527			—			(62,527	)		—
Accrued expenses and other current liabilities		34,282			112,136			74,638			—			221,056

Total current liabilities		34,282			315,424			162,015			(62,527	)		449,194
Intercompany loan payable		1,060,793			2,098,900			339,843			(3,499,536	)		—
Long-term debt, net of current portion		2,098,900			—			587			—			2,099,487
Deferred income taxes		22,280			586,116			99,566			—			707,962
Other liabilities		14,773			13,732			24,881			—			53,386

Total liabilities		3,231,028			3,014,172			626,892			(3,562,063	)		3,310,029
Commitments and contingencies
Stockholder's Equity:
Common stock		—			—			—			—			—
Capital in excess of par		1,561,014			1,417,462			739,911			(2,157,373	)		1,561,014
(Accumulated deficit) retained earnings		(22,718	)		89,265			24,570			(113,835	)		(22,718	)
Accumulated other comprehensive income (loss)		(29,203	)		(6,033	)		(20,491	)		26,524			(29,203	)

Total stockholder's equity		1,509,093			1,500,694			743,990			(2,244,684	)		1,509,093

Total liabilities and stockholder's equity	$	4,740,121		$	4,514,866		$	1,370,882		$	(5,806,747	)	$	4,819,122

Consolidated Statements of Operations and Comprehensive (Loss) Income
For three months ended June 30, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	528,588		$	302,656		$	(15,634	)	$	815,610

Costs and expenses:
Cost of sales (See Note 2)		—			313,567			132,015			(15,634	)		429,948
Advertising, promotion and catalog		—			30,405			15,444			—			45,849
Selling, general and administrative		27,876			115,397			103,622			—			246,895
Facility restructuring charges (see Note 2)		—			9,533			—			—			9,533

		27,876			468,902			251,081			(15,634	)		732,225

Income (loss) from operations		(27,876	)		59,686			51,575			—			83,385

Other income (expense):
Intercompany interest		49,415			(44,630	)		(4,785	)		—			—
Interest		(44,630	)		12,092			(55	)		—			(32,593	)
Miscellaneous, net		601			727			799			—			2,127

		5,386			(31,811	)		(4,041	)		—			(30,466	)

Income (loss) before income taxes		(22,490	)		27,875			47,534			—			52,919
Provision (benefit) for income taxes		(5,212	)		10,174			10,695			—			15,657
Equity in income of subsidiaries		54,540			6,303			—			(60,843	)		—

Net income (loss)		37,262			24,004			36,839			(60,843	)		37,262

Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment, net of taxes		34,724			7,003			36,589			(43,592	)		34,724
Change in fair value of interest rate swaps, net of taxes		—			—			—			—			—

Total other comprehensive (loss) income, net of tax		34,724			7,003			36,589			(43,592	)		34,724
Comprehensive (loss) income	$	71,986		$	31,007		$	73,428		$	(104,435	)	$	71,986

Consolidated Statements of Operations and Comprehensive Income (Loss)
Three Months Ended June 30, 2014

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	543,930		$	294,293		$	(31,262	)	$	806,961

Costs and expenses:
Cost of sales		—			335,320			127,146			(31,262	)		431,204
Advertising, promotion and catalog		—			51,122			9,809			—			60,931
Selling, general and administrative		22,441			112,937			100,160			—			235,538

		22,441			499,379			237,115			(31,262	)		727,673

Income (loss) from operations		(22,441	)		44,551			57,178			—			79,288

Other income (expense):
Intercompany interest		39,222			(34,167	)		(5,055	)		—			—
Interest		(34,167	)		388			(15	)		—			(33,794	)
Miscellaneous, net		1,538			586			410			—			2,534

		6,593			(33,193	)		(4,660	)		—			(31,260	)

Income (loss) before income taxes		(15,848	)		11,358			52,518			—			48,028
Provision (benefit) for income taxes		(2,344	)		3,975			13,130			—			14,761
Equity in income of subsidiaries		46,771			8,228			—			(54,999	)		—

Net income (loss)	$	33,267		$	15,611		$	39,388		$	(54,999	)	$	33,267


Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of taxes		11,127			2,737			13,238			(15,975	)		11,127
Change in fair value of interest rate swaps net of taxes		699			699			—			(699	)		699

Total other comprehensive income (loss), net of tax		11,826			3,436			13,238			(16,674	)		11,826

Comprehensive income (loss)	$	45,093		$	19,047		$	52,626		$	(71,673	)	$	45,093

Consolidated Statements of Operations and Comprehensive (Loss) Income
For nine months ended June 30, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,603,410		$	875,270		$	(49,423	)	$	2,429,257

Costs and expenses:
Cost of sales (see Note 2)		—			976,709			386,706			(49,423	)		1,313,992
Advertising, promotion and catalog		—			110,008			41,241			—			151,249
Selling, general and administrative		78,034			340,685			301,323			—			720,042
Facility restructuring charges (see Note 2)		—			14,435			—						14,435

		78,034			1,441,837			729,270			(49,423	)		2,199,718

Income (loss) from operations		(78,034	)		161,573			146,000			—			229,539

Other income (expense):
Intercompany interest		156,652			(142,120	)		(14,532	)		—			—
Interest		(142,120	)		42,456			(101	)		—			(99,765	)
Miscellaneous, net		(745	)		67			3,974			—			3,296

		13,787			(99,597	)		(10,659	)		—			(96,469	)

Income (loss) before income taxes		(64,247	)		61,976			135,341			—			133,070
Provision (benefit) for income taxes		(8,711	)		22,621			30,452			—			44,362
Equity in income of subsidiaries		144,244			19,607			—			(163,851	)		—

Net income (loss)		88,708			58,962			104,889			(163,851	)		88,708

Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment, net of taxes		(48,037	)		(6,793	)		(47,462	)		54,255			(48,037	)
Change in fair value of interest rate swaps, net of taxes		721			721			—			(721	)		721

Total other comprehensive (loss) income, net of tax		(47,316	)		(6,072	)		(47,462	)		53,534			(47,316	)
Comprehensive (loss) income	$	41,392		$	52,890		$	57,427		$	(110,317	)	$	41,392

Consolidated Statements of Operations and Comprehensive Income (Loss)
For nine months ended June 30, 2014

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,629,806		$	868,902		$	(85,616	)	$	2,413,092

Costs and expenses:
Cost of sales		—			1,008,111			381,508			(85,616	)		1,304,003
Advertising, promotion and catalog		—			127,945			30,291			—			158,236
Selling, general and administrative		72,527			343,606			290,982			—			707,115

		72,527			1,479,662			702,781			(85,616	)		2,169,354

Income (loss) from operations		(72,527	)		150,144			166,121			—			243,738

Other income (expense):
Intercompany interest		118,051			(103,170	)		(14,881	)		—			—
Interest		(103,170	)		994			478			—			(101,698	)
Miscellaneous, net		2,543			(115	)		(619	)		—			1,809

		17,424			(102,291	)		(15,022	)		—			(99,889	)

Income (loss) before income taxes		(55,103	)		47,853			151,099			—			143,849
Provision (benefit) for income taxes		(7,662	)		16,748			37,775			—			46,861
Equity in income of subsidiaries		144,429			21,874			—			(166,303	)		—

Net income (loss)	$	96,988		$	52,979		$	113,324		$	(166,303	)	$	96,988


Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of taxes		22,615			6,340			21,666			(28,006	)		22,615
Change in fair value of interest rate swaps net of taxes		2,469			2,469			—			(2,469	)		2,469

Total other comprehensive income (loss), net of tax		25,084			8,809			21,666			(30,475	)		25,084

Comprehensive income (loss)	$	122,072		$	61,788		$	134,990		$	(196,778	)	$	122,072

Condensed Consolidating Statement of Cash Flows
Nine Months Ended June 30, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash (used in) provided by operating activities	$	(1,062	)	$	168,917		$	155,346		$	(37,166	)	$	286,035

Cash flows from investing activities:
Purchase of property, plant and equipment		(27,245	)		(13,839	)		(42,508	)		—			(83,592	)
Proceeds from sale of property, plant and equipment		—			933			—			—			933
Proceeds from sale of powder facility		—			23,983			—			—			23,983
Investment in subsidiary		(7,000	)		—			—			7,000			—

Net cash used in investing activities		(34,245	)		11,077			(42,508	)		7,000			(58,676	)

Cash flows from financing activities:
Principal payments		—			—			(778	)		—			(778	)
Payments for financing fees		(611	)		—			—			—			(611	)
Dividends paid		(78,398	)		—			(37,166	)		37,166			(78,398	)
Capital contribution		—			—			7,000			(7,000	)		—
Intercompany accounts		179,306			(179,306	)		—			—			—

Net cash provided by (used in) financing activities		100,297			(179,306	)		(30,944	)		30,166			(79,787	)

Effect of exchange rate changes on cash		—			—			(4,152	)		—			(4,152	)

Net increase in cash and cash equivalents		64,990			688			77,742			—			143,420
Cash and cash equivalents at beginning of period		77,550			751			61,187			—			139,488

Cash and cash equivalents at end of period	$	142,540		$	1,439		$	138,929		$	—		$	282,908

NBTY, INC. AND SUBSIDIARIES
Condensed Consolidating Statement of Cash Flows
Nine Months Ended June 30, 2014

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash (used in) provided by operating activities	$	(36,434	)	$	58,813		$	26,137		$	(21,499	)	$	27,017

Cash flows from investing activities:
Purchase of property, plant and equipment		(17,979	)		(25,615	)		(28,842	)		—			(72,436	)
Investment in subsidiary		(6,500	)		—			—			6,500			—

Net cash used in investing activities		(24,479	)		(25,615	)		(28,842	)		6,500			(72,436	)

Cash flows from financing activities:
Principal payments		—			—			(298	)		—			(298	)
Dividends paid		(60,063	)		—			(16,843	)		16,843			(60,063	)
Capital contribution		—			—			6,500			(6,500	)		—
Intercompany accounts		63,355			(68,555	)		5,200			—			—

Net cash used in financing activities		3,292			(68,555	)		(5,441	)		10,343			(60,361	)

Effect of exchange rate changes on cash		—			—			1,636			—			1,636

Net decrease in cash and cash equivalents		(57,621	)		(35,357	)		(6,510	)		(4,656	)		(104,144	)
Cash and cash equivalents at beginning of period		81,356			35,357			81,848			—			198,561

Cash and cash equivalents at end of period	$	23,735		$	—		$	75,338		$	(4,656	)	$	94,417