15. 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 December 31, 2015 and September 30, 2015 and for the three months ended December 31, 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. For cashflow presentation purposes, cash transfers between the Guarantors and Non-guarantors (the "Operating Entities") are presented as operating activities and cash transfers between the Parent and the Operating Entities are presented as financing cashflows, unless the cash transfers relate to a statutorily recorded dividend or a formally documented loan agreement. Cash transfers which are statutorily recorded as dividends are presented as a financing outflow by the remitting entity and an operating inflow for the receiving entity, provided that the dividends remitted do not exceed the cumulative earnings of the remitting entity at the time the dividend is remitted. Cash transfers related to formally documented loans are treated as financing activities for all entities that are party to the transfer. This financial information should be read in conjunction with the financial statements and other notes related thereto.

Condensed Consolidating Balance Sheet
As of December 31, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	133,351		$	3,670		$	67,904		$	—		$	204,925
Accounts receivable, net		—			132,087			57,137			—			189,224
Intercompany		14,632			—			71,674			(86,306	)		—
Inventories		—			602,699			252,494			—			855,193
Deferred income taxes		—			56,352			73			—			56,425
Other current assets		876			35,003			38,513			—			74,392

Total current assets		148,859			829,811			487,795			(86,306	)		1,380,159
Property, plant and equipment, net		122,812			218,721			232,293			—			573,826
Goodwill		—			720,812			479,689			—			1,200,501
Other intangible assets, net		—			1,331,187			382,925			—			1,714,112
Other assets		15,021			17,658			50			—			32,729
Intercompany loan receivable		2,438,594			1,400,732			—			(3,839,326	)		—
Investments in subsidiaries		2,238,210			146,921			—			(2,385,131	)		—

Total assets	$	4,963,496		$	4,665,842		$	1,582,752		$	(6,310,763	)	$	4,901,327


Liabilities and Stockholder's Equity
Current liabilities:
Current portion of long-term debt	$	30,000		$	—		$	29,814		$	—		$	59,814
Accounts payable		—			202,683			108,455			—			311,138
Intercompany		—			86,306			—			(86,306	)		—
Accrued expenses and
other current liabilities		16,806			125,668			56,671			—			199,145

Total current liabilities		46,806			414,657			194,940			(86,306	)		570,097
Intercompany loan payable		1,400,732			2,064,797			373,797			(3,839,326	)		—
Long-term debt, net of current portion		2,034,797			—			50,892			—			2,085,689
Deferred income taxes		—			619,710			103,491			—			723,201
Other liabilities		—			14,133			27,046			—			41,179

Total liabilities		3,482,335			3,113,297			750,166			(3,925,632	)		3,420,166
Noncontrolling interest		103,511			—			103,511			(103,511	)		103,511
Commitments and contingencies
Stockholder's Equity:
Common stock		—			—			—			—			—
Capital in excess of par		1,507,408			1,455,848			746,911			(2,202,759	)		1,507,408
(Accumulated deficit) retained earnings		—			116,857			98,407			(215,264	)		—
Accumulated other comprehensive income (loss)		(129,758	)		(20,160	)		(116,243	)		136,403			(129,758	)

Total stockholder's equity		1,377,650			1,552,545			729,791			(2,281,620	)		1,377,650

Total liabilities and stockholder's equity	$	4,963,496		$	4,665,842		$	1,582,752		$	(6,310,763	)	$	4,901,327

Condensed Consolidating Balance Sheet
As of September 30, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	164,443		$	1,344		$	137,563		$	—		$	303,350
Accounts receivable, net		—			149,423			49,270			—			198,693
Intercompany		29,258			—			85,513			(114,771	)		—
Inventories		—			630,013			214,210			—			844,223
Deferred income taxes		—			56,119			75			—			56,194
Other current assets		876			24,148			34,807			—			59,831

Total current assets		194,577			861,047			521,438			(114,771	)		1,462,291
Property, plant and equipment, net		120,977			266,401			218,330			—			605,708
Goodwill		—			720,813			397,207			—			1,118,020
Other intangible assets, net		—			1,341,784			322,754			—			1,664,538
Other assets		7,728			10,066			58			—			17,852
Intercompany loan receivable		2,497,035			1,319,331			—			(3,816,366	)		—
Investments in subsidiaries		2,078,945			146,539			—			(2,225,484	)		—

Total assets	$	4,899,262		$	4,665,981		$	1,459,787		$	(6,156,621	)	$	4,868,409


Liabilities and Stockholder's Equity
Current liabilities:
Current portion of long-term debt	$	33,498		$	—		$	998		$	—		$	34,496
Accounts payable		—			188,599			93,880			—			282,479
Intercompany		—			114,771			—			(114,771	)		—
Accrued expenses and other current liabilities		31,971			137,817			79,773			—			249,561

Total current liabilities		65,469			441,187			174,651			(114,771	)		566,536
Intercompany loan payable		1,319,331			2,116,214			380,821			(3,816,366	)		—
Long-term debt, net of current portion		2,082,716			—			46,442			—			2,129,158
Deferred income taxes		—			613,165			88,529			—			701,694
Other liabilities		—			12,731			26,544			—			39,275

Total liabilities		3,467,516			3,183,297			716,987			(3,931,137	)		3,436,663
Commitments and contingencies
Stockholder's Equity:
Common stock		—			—			—			—			—
Capital in excess of par		1,542,584			1,404,431			746,911			(2,151,342	)		1,542,584
(Accumulated deficit) retained earnings		(1,136	)		96,025			92,282			(188,307	)		(1,136	)
Accumulated other comprehensive income (loss)		(109,702	)		(17,772	)		(96,393	)		114,165			(109,702	)

Total stockholder's equity		1,431,746			1,482,684			742,800			(2,225,484	)		1,431,746

Total liabilities and stockholder's equity	$	4,899,262		$	4,665,981		$	1,459,787		$	(6,156,621	)	$	4,868,409

Consolidated Statements of Operations and Comprehensive Income (Loss)
For three months ended December 31, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	537,364		$	283,548		$	(18,922	)	$	801,990

Costs and expenses:
Cost of sales (See Note 3)		—			336,853			125,213			(18,922	)		443,144
Advertising, promotion and catalog		—			35,331			11,132			—			46,463
Selling, general and administrative		29,261			114,685			109,246			—			253,192
Impairment of Vitamin World assets (See Note 7 and 14)		—			11,656			—			—			11,656
Facility restructuring charges (See Note 3)		—			5,494			—			—			5,494

		29,261			504,019			245,591			(18,922	)		759,949

(Loss) income from operations		(29,261	)		33,345			37,957			—			42,041

Other income (expense):
Intercompany interest		38,605			(33,905	)		(4,700	)		—			—
Interest		(33,905	)		—			(431	)		—			(34,336	)
Miscellaneous, net		(680	)		188			(1,470	)		—			(1,962	)

		4,020			(33,717	)		(6,601	)		—			(36,298	)

(Loss) income before income taxes		(25,241	)		(372	)		31,356			—			5,743
(Benefit) provision for income taxes		(4,850	)		(136	)		6,931			—			1,945
Equity in income of subsidiaries		24,328			2,768			—			(27,096	)		—

Net income (loss)		3,937			2,532			24,425			(27,096	)		3,798
Deduct net loss attributable to noncontrolling interests		—			—			(139	)		—			(139	)

Net income (loss) attributable to NBTY, Inc.	$	3,937		$	2,532		$	24,564		$	(27,096	)	$	3,937

Net income (loss)	$	3,937		$	2,532		$	24,425		$	(27,096	)	$	3,798
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of taxes		(20,630	)		(2,388	)		(20,424	)		22,812			(20,630	)
Change in fair value of interest rate swaps, net of taxes		—			—			—			—			—

Total other comprehensive income (loss), net of tax		(20,630	)		(2,388	)		(20,424	)		22,812			(20,630	)

Comprehensive (loss) income		(16,693	)		144			4,001			(4,284	)		(16,832	)

Less: Net loss attributable to non-controlling interests		—			—			(139	)		—			(139	)
Less : Foreign currency translation adjustment attributable to non-controlling interest		—			—			(574	)		—			(574	)

Comprehensive loss attributable to non-controlling interest		—			—			(713	)		—			(713	)

Comprehensive (loss) income attributable to NBTY, Inc.	$	(16,693	)	$	144		$	4,714		$	(4,284	)	$	(16,119	)

Consolidated Statements of Operations and Comprehensive Income (Loss)
For three months ended December 31, 2014

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	557,361		$	289,017		$	(20,607	)	$	825,771

Costs and expenses:
Cost of sales		—			342,653			126,841			(20,607	)		448,887
Advertising, promotion and catalog		—			34,947			11,947			—			46,894
Selling, general and administrative		22,890			114,937			100,345			—			238,172

		22,890			492,537			239,133			(20,607	)		733,953

Income (loss) from operations		(22,890	)		64,824			49,884			—			91,818

Other income (expense):
Intercompany interest		39,809			(34,781	)		(5,028	)		—			—
Interest		(34,781	)		65			(31	)		—			(34,747	)
Miscellaneous, net		(1,746	)		(843	)		1,234			—			(1,355	)

		3,282			(35,559	)		(3,825	)		—			(36,102	)

Income (loss) before income taxes		(19,608	)		29,265			46,059			—			55,716
Provision (benefit) for income taxes		(1,166	)		10,612			10,363			—			19,809
Equity in income of subsidiaries		54,349			6,333			—			(60,682	)		—

Net income (loss)		35,907			24,986			35,696			(60,682	)		35,907

Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of taxes		(30,307	)		(5,681	)		(30,447	)		36,128			(30,307	)
Change in fair value of interest rate swaps, net of taxes		721			721			—			(721	)		721

Total other comprehensive income (loss), net of tax		(29,586	)		(4,960	)		(30,447	)		35,407			(29,586	)

Comprehensive income (loss)	$	6,321		$	20,026		$	5,249		$	(25,275	)	$	6,321

Condensed Consolidating Statement of Cash Flows
Three Months Ended December 31, 2015

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash (used in) provided by operating activities	$	(11,049	)	$	84,026		$	9,952		$	(18,300	)	$	64,629

Cash flows from investing activities:
Purchase of property, plant and equipment		(7,029	)		(7,317	)		(25,692	)		—			(40,038	)
Proceeds from sale of bar assets		—			7,910			—			—			7,910
Proceeds from sale of property, plant and equipment		—			384			—			—			384
Cash paid for acquisition, net of cash acquired		—			—			(45,011	)		—			(45,011	)

Net cash used in investing activities		(7,029	)		977			(70,703	)		—			(76,755	)

Cash flows from financing activities:
Principal payments under long-term agreements		(56,941	)		—			—			—			(56,941	)
Proceeds from issuance of debt		—			—			6,123			—			6,123
Dividends paid		(38,750	)		—			(18,300	)		18,300			(38,750	)
Intercompany accounts		82,677			(82,677	)		—			—			—

Net cash used in financing activities		(13,014	)		(82,677	)		(12,177	)		18,300			(89,568	)

Effect of exchange rate changes on cash		—			—			3,269			—			3,269

Net increase in cash and cash equivalents		(31,092	)		2,326			(69,659	)		—			(98,425	)
Cash and cash equivalents at beginning of period		164,443			1,344			137,563			—			303,350

Cash and cash equivalents at end of period	$	133,351		$	3,670		$	67,904		$	—		$	204,925

Condensed Consolidating Statement of Cash Flows
Three Months Ended December 31, 2014

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash (used in) provided by operating activities	$	(24,334	)	$	142,688		$	23,505		$	(8,789	)	$	133,070

Cash flows from investing activities:
Purchase of property, plant and equipment		(8,954	)		(1,009	)		(9,127	)		—			(19,090	)
Proceeds from sale of property, plant and equipment		—			193			—						193
Investment in subsidiary		(7,000	)		—			—			7,000			—

Net cash used in investing activities		(15,954	)		(816	)		(9,127	)		7,000			(18,897	)

Cash flows from financing activities:
Principal payments under long-term agreements		—			—			(67	)		—			(67	)
Payments for financing fees		(611	)		—			—			—			(611	)
Dividends paid		(38,750	)		—			(8,789	)		8,789			(38,750	)
Capital contribution		—			—			7,000			(7,000	)		—
Intercompany accounts		138,949			(138,949	)		—			—			—

Net cash used in financing activities		99,588			(138,949	)		(1,856	)		1,789			(39,428	)

Effect of exchange rate changes on cash		—			—			(2,186	)		—			(2,186	)

Net increase in cash and cash equivalents		59,300			2,923			10,336			—			72,559
Cash and cash equivalents at beginning of period		77,550			751			61,187			—			139,488

Cash and cash equivalents at end of period	$	136,850		$	3,674		$	71,523		$	—		$	212,047