-----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, GMzlSxnNemc6KE461Ik8/J/ZyfP4KmvosER3Dc/osM+g8IG5s26INFkjNgZgb+UM FUDBB28XZNaKAqcy/pYcRQ== 0001104659-04-001722.txt : 20040126 0001104659-04-001722.hdr.sgml : 20040126 20040126173005 ACCESSION NUMBER: 0001104659-04-001722 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040122 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040126 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31788 FILM NUMBER: 04544180 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 8-K 1 a04-1582_18k.htm 8-K

 

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): January 22, 2004
 

NBTY, INC.

 (Exact name of registrant as specified in charter)

 

0-10666

(Commission file number)

 

DELAWARE

 

11-2228617

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

 

 

90 Orville Drive
Bohemia, New York

 

11716

(Address of principal executive offices)

 

(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 January 22, 2004

 

ITEM 9.  REGULATION FD DISCLOSURE

 

This information, furnished under this “Item 9. Regulation FD Disclosure,” is also being 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 9 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).

 

On January 22, 2004, NBTY, Inc. issued a press release announcing its fiscal first quarter earnings results.  A copy of the press release, including financial statements, is attached as Exhibit 99.1.

 

2



 

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:  January 26, 2004

 

 

NBTY, INC.

 

 

 

 

 

By:

/s/ Harvey Kamil

 

 

 

Harvey Kamil

 

 

President and Chief Financial Officer

 

3


EX-99.1 3 a04-1582_1ex99d1.htm EX-99.1

 

FOR IMMEDIATE RELEASE

 

 

Contact:

Harvey Kamil

 

Carl Hymans

 

NBTY, Inc.

 

G.S. Schwartz & Co.

 

President and

 

212-725-4500

 

Chief Financial Officer

 

carlh@schwartz.com

 

631-244-2020

 

 

 

NBTY REPORTS FIRST QUARTER RESULTS

 

BOHEMIA, N.Y. January 22, 2004 - NBTY, Inc. (NYSE: NTY) (www.NBTY.com), a leading manufacturer and marketer of nutritional supplements, today announced record results for the fiscal first quarter ended December 31, 2003.

 

For the fiscal first quarter ended December 31, 2003, sales increased 60% to $385 million, compared to $241 million for the fiscal first quarter ended December 31, 2002.  Net income for the fiscal first quarter rose 42% to $24 million, or $0.34 per diluted share, compared to net income of $17 million, or $0.24 per diluted share, for the comparable prior period.

 

Results for the fiscal first quarter reflect increased sales across all of the Company’s divisions and include the results of Rexall businesses acquired in July 2003.  Rexall product lines recorded sales of $75 million.  Without such product lines, sales would have increased 29% for the fiscal first quarter.

 

In this fiscal quarter, NBTY refinanced $224 million of Term B loans outstanding under its July 2003 credit agreement with a new class of Term C loans on more favorable terms, LIBOR plus 2%.  NBTY’s $375 million credit facility consisted of a $100 million revolving credit line, $50 million Term A loans and $225 million Term B loans.  The Company repaid $24 million of Term A loans in the fiscal first quarter ended December 31, 2003 and an additional $10 million in January 2004.

 



 

OPERATIONS FOR THE FISCAL FIRST QUARTER ENDED DECEMBER 31, 2003

 

The US Nutrition wholesale division, which operates Nature’s Bounty and Rexall, increased its sales 142% to $179 million, compared with $74 million for the comparable prior period.  Sales results include $75 million from Rexall product lines, such as Osteo Bi-Flex®, MET-Rx®, Sundown® and Carb Solutions®.  These sales include a charge of approximately $15 million for returns associated with Rexall’s pre-acquisition sales ($11 million of actual returns and $4 million of anticipated returns).  The Company has maintained Rexall’s retail shelf space and optimizes that space by replacing slow-moving Rexall products with faster-selling, better value Rexall and Nature’s Bounty products.

 

US Nutrition’s results reflect the synergies resulting from the Rexall integration as well as sustained growth in mass market sales.  NBTY continues to increase its wholesale presence in the nutritional supplement marketplace and to leverage valuable consumer sales information from its Vitamin World and Puritan’s Pride direct-response/e-commerce operations in order to provide its mass-market customers with data and analyses to drive sales.

 

Vitamin World sales for the fiscal first quarter increased 6% to $53 million, from $50 million in the comparable prior period.  Vitamin World operations achieved profitability in the fiscal first quarter and EBITDA (as defined in non-GAAP financial measures below) increased to $3.4 million from $1.3 million for the fiscal first quarter a year ago.  Same store sales increased 7%.  During the fiscal first quarter Vitamin World opened 11 new stores, closed one store and at the end of the quarter operated 543 stores.

 

NBTY’s European retail sales for the fiscal first quarter increased 42% to $117 million from $83 million for the fiscal first quarter a year ago.  This increase includes sales generated by the 51 GNC stores in the UK and 67 DeTuinen stores in the Netherlands that NBTY acquired in fiscal 2003.  GNC (UK) and DeTuinen generated sales of $9 million and $11 million, respectively, for the fiscal first quarter.  The combined results of GNC (UK) and DeTuinen were profitable.  During the fiscal first quarter, the Company’s European retail division opened 7 new stores and at the end of the quarter operated 596 stores in the UK, Ireland and the Netherlands.

 

2



 

Holland & Barrett’s same store sales for the fiscal first quarter increased 16%.  This result includes the positive effect of the strong British pound.  Without the effect of foreign exchange, Holland & Barrett same store sales increased 7%.

 

Puritan’s Pride direct response/e-commerce sales for the fiscal first quarter increased 3% to $35 million from $34 million for the fiscal first quarter a year ago.  Puritan’s Pride on-line sales increased 51% for the fiscal first quarter and comprised 20% of all Puritan’s Pride sales for this fiscal first quarter.  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.

 

NBTY Chairman and CEO, Scott Rudolph, said:  “We are pleased to report a record quarter with sales increases across all divisions.  The integration of Rexall is on target.  We are confident in the long-term outlook for the Company and anticipate continued growth in revenue and market share for NBTY.”

 

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 Bountyâ, Vitamin Worldâ, Puritan’s Prideâ, Holland & Barrettâ, Rexallâ, Sundownâ, MET-Rx®, WORLDWIDE Sport Nutrition®, American Healthâ, GNC (UK)â and DeTuinen®.

 

3



 

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; and (xxx) 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.

 

4



 

NBTY, INC. and SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

 

(UNAUDITED)

 

 

 

 

For the three months
ended December 31,

 

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

 

 

2003

 

2002

 

 

 

 

 

 

 

Net sales

 

$

385,053

 

$

241,404

 

 

 

 

 

 

 

Cost and expenses:

 

 

 

 

 

Cost of sales

 

192,885

 

106,680

 

Catalog printing, postage and promotion

 

20,137

 

13,855

 

Selling, general and administrative

 

130,371

 

93,375

 

 

 

 

 

 

 

 

 

343,393

 

213,910

 

 

 

 

 

 

 

Income from operations

 

41,660

 

27,494

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

Interest

 

(6,804

)

(4,046

)

Miscellaneous, net

 

1,506

 

1,239

 

 

 

(5,298

)

(2,807

)

 

 

 

 

 

 

Income before income taxes

 

36,362

 

24,687

 

 

 

 

 

 

 

Provision for income taxes

 

12,717

 

8,063

 

 

 

 

 

 

 

Net income

 

$

23,645

 

$

16,624

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

Basic

 

$

0.35

 

$

0.25

 

Diluted

 

$

0.34

 

$

0.24

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

Basic

 

66,642

 

66,172

 

Diluted

 

68,884

 

68,078

 

 

5



 

SALES

(Thousands)

(Unaudited)

THREE MONTHS ENDED DECEMBER 31,

 

 

 

2003

 

2002

 

% Increase

 

 

 

 

 

 

 

 

 

Wholesale

 

$

179,195

 

$

74,116

 

142

%

 

 

 

 

 

 

 

 

US Retail / Vitamin World

 

53,411

 

50,263

 

6

%

 

 

 

 

 

 

 

 

European Retail / Holland & Barrett / GNC

 

117,050

 

82,613

 

42

%

 

 

 

 

 

 

 

 

Direct Response / Puritan’s Pride

 

35,397

 

34,412

 

3

%

 

 

 

 

 

 

 

 

 

 

$

385,053

 

$

241,404

 

60

%

 

GROSS PROFIT

PERCENTAGES

(Unaudited)

THREE MONTHS ENDED DECEMBER 31,

 

 

 

2003

 

2002

 

% Increase
(% Decrease)

 

 

 

 

 

 

 

 

 

Wholesale

 

38

%

42

%

-4

%

 

 

 

 

 

 

 

 

US Retail / Vitamin World

 

61

%

59

%

2

%

 

 

 

 

 

 

 

 

European Retail / Holland & Barrett / GNC

 

60

%

62

%

-2

%

 

 

 

 

 

 

 

 

Direct Response / Puritan’s Pride

 

62

%

65

%

-3

%

 

 

 

 

 

 

 

 

 

 

50

%

56

%

-6

%

 

6



 

Reconciliation of GAAP Measures to Non-GAAP Measures

(Thousands)

(Unaudited)

 

 

 

THREE MONTHS ENDED
DECEMBER 31, 2003

 

 

Pretax Income (Loss)

 

Depreciation
and amortization

 

Interest

 

EBITDA

 

 

 

 

 

 

 

 

 

 

 

Wholesale

 

$

30,008

 

$

2,678

 

$

 

$

32,686

 

 

 

 

 

 

 

 

 

 

 

US Retail / Vitamin World

 

197

 

3,159

 

 

 

3,356

 

 

 

 

 

 

 

 

 

 

 

European Retail / Holland & Barrett / GNC

 

26,299

 

2,505

 

 

 

28,804

 

 

 

 

 

 

 

 

 

 

 

Direct Response / Puritan’s Pride

 

9,268

 

1,415

 

 

 

10,683

 

 

 

 

 

 

 

 

 

 

 

Segment Results

 

65,772

 

9,757

 

 

 

75,529

 

 

 

 

 

 

 

 

 

 

 

Corporate

 

(29,410

)

5,422

 

6,804

 

(17,184

)

 

 

 

 

 

 

 

 

 

 

Total

 

$

36,362

 

$

15,179

 

$

6,804

 

$

58,345

 

 

 

 

 

THREE MONTHS ENDED
DECEMBER 31, 2002

 

 

 

Pretax Income (Loss)

 

Depreciation
and amortization

 

Interest

 

EBITDA

 

 

 

 

 

 

 

 

 

 

 

Wholesale

 

$

 14,204

 

$

 210

 

$

 —

 

$

14,414

 

 

 

 

 

 

 

 

 

 

 

US Retail / Vitamin World

 

(1,654

)

2,936

 

 

 

1,282

 

 

 

 

 

 

 

 

 

 

 

European Retail / Holland & Barrett / GNC

 

22,291

 

2,165

 

 

 

24,456

 

 

 

 

 

 

 

 

 

 

 

Direct Response / Puritan’s Pride

 

11,015

 

1,336

 

 

 

12,351

 

 

 

 

 

 

 

 

 

 

 

Segment Results

 

45,856

 

6,647

 

 

 

52,503

 

 

 

 

 

 

 

 

 

 

 

Corporate

 

(21,169

)

3,908

 

4,046

 

(13,215

)

 

 

 

 

 

 

 

 

 

 

Total

 

$

 24,687

 

$

 10,555

 

$

 4,046

 

$

 39,288

 

 

7



 

NBTY, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

ASSETS

 

 

 

(Dollars and shares in thousands)

 

 

December 31,
2003

 

September 30,
2003

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

52,489

 

$

49,349

 

Investments in bonds

 

 

4,158

 

Accounts receivable, less allowance for doubtful accounts of $7,953 at December 31, 2003 and $7,100 at September 30, 2003

 

79,522

 

89,430

 

 

 

 

 

 

 

Inventories

 

319,487

 

314,091

 

 

 

 

 

 

 

Deferred income taxes

 

37,021

 

37,021

 

 

 

 

 

 

 

Prepaid expenses and other current assets

 

37,208

 

44,736

 

 

 

 

 

 

 

Total current assets

 

525,727

 

538,785

 

 

 

 

 

 

 

Property, plant and equipment, net

 

298,300

 

298,344

 

 

 

 

 

 

 

Goodwill

 

216,856

 

213,362

 

 

 

 

 

 

 

Intangible assets, net

 

135,179

 

137,469

 

 

 

 

 

 

 

Other assets

 

17,618

 

16,423

 

 

 

 

 

 

 

Total assets

 

$

1,193,680

 

$

1,204,383

 

 

8



 

NBTY, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

(Dollars and shares in thousands)

 

 

December 31,
2003

 

September 30,
2003

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current portion of long-term debt and capital lease obligations

 

$

12,848

 

$

12,841

 

Accounts payable

 

76,869

 

87,039

 

Accrued expenses and other current liabilities

 

108,679

 

124,630

 

Total current liabilities

 

198,396

 

224,510

 

 

 

 

 

 

 

Long-term debt

 

390,303

 

413,989

 

Deferred income taxes

 

39,963

 

40,213

 

Other liabilities

 

5,714

 

10,872

 

Total liabilities

 

634,376

 

689,584

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock, $0.008 par; authorized 175,000 shares; issued and outstanding 66,722 shares at December 31, 2003 and 66,620 shares at September 30, 2003

 

534

 

533

 

 

 

 

 

 

 

Capital in excess of par

 

132,712

 

130,208

 

Retained earnings

 

393,098

 

369,453

 

 

 

526,344

 

500,194

 

 

 

 

 

 

 

Accumulated other comprehensive income

 

32,960

 

14,605

 

Total stockholders’ equity

 

559,304

 

514,799

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

1,193,680

 

$

1,204,383

 

 

9



 

NBTY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

 

 

 

For the three months
ended December 31,

 

(Dollars in thousands)

 

 

2003

 

2002

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

23,645

 

$

16,624

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Gain on disposal/sale of property, plant and equipment

 

(15

)

(969

)

Depreciation and amortization

 

15,179

 

10,555

 

Foreign currency exchange rate (gain) loss

 

(563

)

1,420

 

Amortization of deferred financing costs

 

528

 

196

 

Amortization of bond discount

 

31

 

31

 

Allowance for doubtful accounts

 

(853

)

228

 

Compensation expense for ESOP

 

1,618

 

428

 

Tax benefit from exercise of stock options

 

17

 

 

Changes in assets and liabilities:

 

 

 

 

 

Accounts receivable

 

11,452

 

3,735

 

Inventories

 

(2,448

)

(9,372

)

Prepaid expenses and other current assets

 

7,713

 

2,360

 

Other assets

 

5,580

 

1,132

 

Accounts payable

 

(12,961

)

(10,594

)

Accrued expenses and other liabilities

 

(21,703

)

8,793

 

 

 

 

 

 

 

Net cash provided by operating activities

 

27,220

 

24,567

 

Cash flows from investing activities:

 

 

 

 

 

Release of cash held in escrow

 

 

2,403

 

Purchase of property, plant and equipment

 

(8,955

)

(11,322

)

Proceeds from sale of property, plant, and equipment

 

56

 

1,293

 

Proceeds from sale of investment in bonds

 

4,158

 

 

Net cash used in investing activities

 

(4,741

)

(7,626

)

Cash flows from financing activities:

 

 

 

 

 

Principal payments under long-term debt agreements and capital leases

 

(23,710

)

(5,866

)

Payments for debt issuance costs

 

(500

)

 

Proceeds from stock options exercised

 

15

 

 

Net cash used in financing activities

 

(24,195

)

(5,866

)

Effect of exchange rate changes on cash and cash equivalents

 

4,856

 

826

 

Net increase in cash and cash equivalents

 

3,140

 

11,901

 

Cash and cash equivalents at beginning of period

 

49,349

 

26,229

 

Cash and cash equivalents at end of period

 

$

52,489

 

$

38,130

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

Cash paid during the period for interest

 

$

3,107

 

$

1,151

 

Cash paid during the period for income taxes

 

$

7,786

 

$

6,269

 

 

10


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