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): July 27, 2009

NBTY, INC.

 (Exact Name of Registrant as Specified in Charter)

DELAWARE	001-31788	11-2228617
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2100 Smithtown Avenue
Ronkonkoma, New York		11779
(Address of Principal Executive Offices)		(Zip Code)

(631) 567-9500

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02             RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 27, 2009, NBTY, Inc. issued a press release announcing results for the fiscal third quarter and first nine months ended June 30, 2009.  A copy of the press release is attached as Exhibit 99.1.

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS

(d)  Exhibits.

99.1 Press release issued by NBTY, Inc., dated July 27, 2009, reporting results for the fiscal third quarter and first nine months ended June 30, 2009.

This Form 8-K and the attached Exhibit are furnished to comply with Item 2.02 and Item 9.01 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, as amended, nor shall this Form 8-K nor the attached Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (except as shall be expressly set forth by specific reference in such filing).

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: July 30, 2009

NBTY, INC.
By:	/s/ Harvey Kamil
	Harvey Kamil
	President and Chief Financial Officer

3

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE
Contact: Harvey Kamil	Carl Hymans
NBTY, Inc.	G.S. Schwartz & Co.
President and Chief Financial Officer	212-725-4500
631-200-2020	carlh@schwartz.com

NBTY REPORTS THIRD QUARTER RESULTS

RONKONKOMA, N.Y. — July 27, 2009 - NBTY, Inc. (NYSE: NTY) (www.NBTY.com), a leading global manufacturer and marketer of nutritional supplements, today announced results for the fiscal third quarter and nine months ended June 30, 2009.

For the fiscal third quarter ended June 30, 2009, net sales were $652 million compared to $535 million for the fiscal third quarter ended June 30, 2008, an increase of $117 million or 22%.  Included in this total are net sales of $27 million from Julian Graves, which NBTY acquired in September 2008.  The Leiner Health Products business, which was acquired in July 2008, has been fully integrated into NBTY operations and accordingly, its sales can no longer be separately identified.

Net income for the fiscal third quarter ended June 30, 2009 was $46 million, or $0.73 per diluted share, which is comparable to the $46 million, or $0.72 per diluted share, for the fiscal third quarter ended June 30, 2008.

Net income for the fiscal third quarter reflects operational efficiencies and improved supply chain management.  Included in expenses for the quarter were the following:  $10 million for terminated IT projects determined to be ineffective and uneconomical, $4 million in legal expenses associated with Julian Graves Competition Commission issues in the UK, and a $3 million impairment charge to record the current market value of an idle plant.  The aggregate after-tax impact of these items was $0.17 per diluted share.

Adjusted EBITDA for the fiscal third quarter of 2009 was a record $109 million, compared to $87 million for the fiscal third quarter of 2008.  The Company’s balance sheet continues to be strong and well capitalized.  At June 30, 2009, working capital was $614 million, total assets were $1.9 billion, $325 million remains undrawn under the Company’s Revolving Credit Facility, and book value per share was $17.24.

OPERATIONS FOR THE FISCAL THIRD QUARTER ENDED JUNE 30, 2009

Overall gross profit margins for the fiscal third quarter of 2009 were 45% compared to 51% for the fiscal third quarter of 2008.  This reflects an on-going trend of private label sales constituting a greater portion of the Company’s overall sales.  Private label sales traditionally have a lower gross profit and, accordingly, overall gross profit margin decreased.

Net sales for the Wholesale/US Nutrition division, which markets various brands including Nature’s Bounty, Osteo Bi-Flex, Rexall, Sundown,  Ester-C, Solgar, and private label products, increased $113 million, or 40%, to $396 million.

The Nielsen Company tracks industry-wide sales of vitamins, minerals, herbs and other supplements in the food, drug and mass market sectors.  For the thirteen week period ended June 27, 2009, Nielsen reported an increase in the entire category of 9.8%.  According to Nielsen, for that same period, the Company’s Wholesale brands reported a 10.5% increase.

The Wholesale/US Nutrition division utilizes valuable consumer preference sales data generated by the Company’s Vitamin World retail stores and Puritan’s Pride Direct Response/E-Commerce operations to empower its wholesale customers with this latest data.  The Vitamin World stores are used as a laboratory for new ideas and are an effective tool in determining and monitoring consumer preferences.  This information, as well as scanned sales data from the Vitamin World stores, is shared on a real time basis with our wholesale customers to give them a competitive advantage.

Net sales for the North American Retail division, comprised of Vitamin World Stores in the United States and LeNaturiste stores in Canada, were $51 million, compared to $50 million, for the prior like quarter.   While operating in a difficult retail environment in the US and

Canada, the Division’s same store sales increased 1% for the fiscal third quarter of 2009.  Vitamin World’s modernization of its stores had a favorable impact on its operations in the fiscal third quarter.

During the fiscal third quarter of 2009, the North American Retail division closed 4 stores and added 1 new store.  At the end of the fiscal third quarter of 2009, the North American Retail division operated a total of 528 stores, consisting of 442 Vitamin World stores in the United States and 86 LeNaturiste stores in Canada.

European Retail net sales for the fiscal third quarter ended June 30, 2009 were $151 million compared to $146 million, for the prior like quarter.  European Retail net sales for the third fiscal quarter include $27 million from Julian Graves, which NBTY acquired in September 2008.  Excluding Julian Graves sales, European Retail net sales increased 8% in local currency (British Pound Sterling), and decreased 14% in US dollars for the third fiscal quarter, compared to the prior like quarter.  European Retail division same store sales in local currency increased 6% from the prior like period.

The Julian Graves acquisition was provisionally approved by the UK Competition Commission on July 22, 2009.  The final decision by the UK Competition Commission is expected on or before September 3, 2009.  During the third fiscal quarter Julian Graves operated at a breakeven despite not being integrated with the Company’s European operations.

The European Retail division continues to leverage its premier status, high street locations and brand awareness in a difficult retail environment. The European Retail division consists of 534 Holland & Barrett stores, 350 Julian Graves stores and 31 GNC stores in the UK, 24 Nature’s Way stores in Ireland, and 73 DeTuinen stores in the Netherlands, for a total of 1,012 stores in Europe.  During the fiscal third quarter of 2009, Holland & Barrett opened 2 franchised stores in South Africa, for a total of 9 franchised stores in South Africa.

Net sales from Direct Response/E-Commerce operations for the fiscal third quarter of 2009 decreased $2 million, or 3% to $53 million from $55 million for the fiscal third quarter of 2008.  As this division varies its promotional strategy throughout the fiscal year, its results should be viewed on an annual and not quarterly basis.  For the fiscal third quarter of 2009, compared

with the prior like quarter, gross profit percentage for this division increased 6% to 64%; average order size increased $11.57 to $77.37.  Puritan’s Pride is the leader in the Direct Response and E-Commerce sectors and continues to increase the number of products available via its catalog and web sites.

OPERATIONS FOR THE FISCAL NINE MONTHS ENDED JUNE 30, 2009

For the fiscal nine months ended June 30, 2009, net sales were $1.9 billion compared to $1.6 billion for the fiscal nine months ended June 30, 2008, an increase of $330 million or 21%.

Net income for the fiscal nine months ended June 30, 2009 was $82 million, or $1.31 per diluted share, compared to $136 million, or $2.06 per diluted share, for the fiscal nine months ended June 30, 2008.  Net income for the fiscal nine months ended June 30, 2009 reflects the improved operations for the third quarter, decreases in foreign exchange rates, terminated IT project costs and the aforementioned other costs.  The aggregate after-tax impact of these items was $0.27 per diluted share.  Overall gross profit margins for the fiscal nine months ended June 30, 2009 were 43% compared to 52% for the fiscal nine months ended June 30, 2008.

As a result of the Leiner acquisition, during the first and second fiscal quarters, the Company experienced lower gross margins on the private label business and additional cost pressures as Leiner inventory levels were not adequate to maintain customer fulfillment levels at the time of its acquisition.  In order to maintain adequate customer fulfillment levels, NBTY purchased products at higher costs which negatively impacted results.

NBTY Chairman and CEO, Scott Rudolph, said: “NBTY generated a significant increase in sales for the quarter, particularly in our wholesale sector, which continues to benefit from the Leiner acquisition.  We are now experiencing operating leverage generating long-term growth, garnering greater market share and enhancing our position as the global leaderin the nutritional supplement industry.”

ABOUT NBTY

NBTY is a leading global vertically integrated manufacturer, marketer and distributor of a broad line of high-quality, value-priced nutritional supplements in the United States and throughout the world. Under a number of NBTY and third party brands, the Company offers over 25,000 products, including products marketed by the Company’s Nature’s Bounty® (www.NaturesBounty.com), Vitamin World® (www.VitaminWorld.com), Puritan’s Pride® (www.Puritan.com), Holland & Barrett® (www.HollandAndBarrett.com), Rexall® (www.Rexall.com), Sundown® (www.SundownNutrition.com),

MET-Rx® (www.MetRX.com), Worldwide Sport Nutrition® (www.SportNutrition.com), American Health® (www.AmericanHealthUS.com), GNC (UK)® (www.GNC.co.uk), DeTuinen® (www.DeTuinen.nl), LeNaturiste™ (www.LeNaturiste.com), SISU® (www.SISU.com), Solgar® (www.Solgar.com), Good ‘n’ Natural® (www.goodnnatural.com), Home Health™ (www.homehealthus.com), Julian Graves, and Ester-C® (www.Ester-C.com) brands.  NBTY routinely posts information that may be important to investors on its web site.

This release refers to non-GAAP financial measures, such as Adjusted EBITDA.  “Adjusted EBITDA” is defined as net income, excluding the aggregate amount of all non-cash losses reducing net income, plus 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 Adjusted EBITDA is relevant and useful because Adjusted EBITDA is a measurement industry analysts utilize when evaluating NBTY’s operating performance.  Management also believes Adjusted

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.  These forward-looking statements can be identified by the use of terminology such as “subject to,” “believe,” “expects,” “plan,” “project,” “estimate,” “intend,” “may,” “will,” “should,” “can,” or “anticipates,” or the negative thereof, or variations thereon, or comparable terminology, or by discussions of strategy.   Although all of these forward looking statements are believed to be reasonable, they 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 God, 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/or 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 and/or the costs of the same; (xiv) exposure to and expense of defending and resolving product liability and intellectual property 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 for its retail locations; (xix) the 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 for the Company and its market segments; (xxii) the efficacy of NBTY’s Internet and on-line sales and marketing strategies; (xxiii) fluctuations in foreign currencies, including the British pound, the Euro and the Canadian dollar; (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 and manufacturing locations; (xxvi) introduction of and compliance with 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 Good Manufacturing Practices in the United States, the Food Supplements Directive and Traditional Herbal Medicinal Products Directive in Europe and Section 404 requirements of the Sarbanes-Oxley Act of 2002; (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 energy prices and potentially reduced traffic flow to NBTY’s retail locations; (xxxi) adverse tax determinations; (xxxii) the loss of a significant customer of the Company; (xxxiii) potential investment losses as a result of liquidity conditions; and (xxxiv) other factors beyond the Company’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.

Consequently, such forward-looking statements should be regarded solely as NBTY’s current plans, estimates and beliefs.

(TABLES FOLLOW)

NBTY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

	Three months
	ended June 30,
(In thousands, except per share amounts)	2009			2008
Net sales	$	651,707		$	534,519
Costs and expenses:
Cost of sales	359,240			262,455
Advertising, promotion and catalog	23,570			35,732
Selling, general and administrative	182,618			166,058
IT project termination costs	10,127			—
	575,555			464,245
Income from operations	76,152			70,274
Other income (expense):
Interest	(8,402		)	(3,721		)
Miscellaneous, net	3,396			2,417
	(5,006		)	(1,304		)
Income before provision for income taxes	71,146			68,970
Provision for income taxes	25,229			23,444
Net income	$	45,917		$	45,526
Net income per share:
Basic	$	0.74		$	0.74
Diluted	$	0.73		$	0.72
Weighted average common shares outstanding:
Basic	61,796			61,280
Diluted	63,264			62,830

NBTY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

	Nine months
	ended June 30,
(In thousands, except per share amounts)	2009			2008
Net sales	$	1,907,813		$	1,577,895
Costs and expenses:
Cost of sales	1,091,386			764,069
Advertising, promotion and catalog	87,889			108,908
Selling, general and administrative	553,177			500,590
IT project termination costs	18,774			—
	1,751,226			1,373,567
Income from operations	156,587			204,328
Other income (expense):
Interest	(26,780		)	(11,239		)
Miscellaneous, net	(1,959		)	11,089
	(28,739		)	(150		)
Income before provision for income taxes	127,848			204,178
Provision for income taxes	45,386			68,604
Net income	$	82,462		$	135,574
Net income per share:
Basic	$	1.34		$	2.11
Diluted	$	1.31		$	2.06
Weighted average common shares outstanding:
Basic	61,665			64,105
Diluted	63,124			65,826

NET SALES

(Unaudited)

	THREE MONTHS ENDED JUNE 30,
					Percentage
(In thousands)	2009		2008		Change
Wholesale / US Nutrition	$	396,162	$	283,645	40	%
North American Retail	51,223		50,415		2	%
European Retail	151,293		145,670		4	%
Direct Response / E-Commerce	53,029		54,789		-3	%
Total	$	651,707	$	534,519	22	%

GROSS PROFIT

PERCENTAGES

(Unaudited)

	THREE MONTHS ENDED JUNE 30,
					Increase
	2009		2008		- Decrease
Wholesale / US Nutrition	33	%	41	%	-8	%
North American Retail	67	%	66	%	1	%
European Retail	61	%	62	%	-1	%
Direct Response / E-Commerce	64	%	58	%	6	%
Total	45	%	51	%	-6	%

NET SALES

(Unaudited)

	NINE MONTHS ENDED
	JUNE 30,
							Percentage
(In thousands)	2009			2008			Change
Wholesale / US Nutrition	$	1,152,930		$	801,943		44	%
North American Retail	151,577			158,501			-4	%
European Retail	441,757			462,337			-4	%
Direct Response / E-Commerce	161,549			155,114			4	%
Total	$	1,907,813		$	1,577,895		21	%
GROSS PROFIT PERCENTAGES (Unaudited)
	NINE MONTHS ENDED
	JUNE 30,
							Increase
	2009			2008			- Decrease
Wholesale / US Nutrition	29		%	42		%	-13	%
North American Retail	67		%	62		%	5	%
European Retail	62		%	62		%	0	%
Direct Response / E-Commerce	62		%	59		%	3	%
Total	43		%	52		%	-9	%

ADJUSTED EBITDA**

Reconciliation of GAAP Measures to Non-GAAP Measures

(Unaudited)

	THREE MONTHS ENDED JUNE 30, 2009
(In thousands)	Pretax Income (Loss)			Depreciation and amortization		Interest		Non-cash charges		Adjusted EBITDA**
Wholesale / US Nutrition	$	61,905		$	3,681	$	—	$	24	$	65,610
North American Retail	(2,274		)	758		—		5,560		4,044
European Retail	14,070			3,634		—		5,591		23,295
Direct Response / E-Commerce	18,166			1,245		—		790		20,201
Segment Results	91,867			9,318		—		11,965		113,150
Corporate / Manufacturing	(20,721		)	7,486		8,402		832		(4,001		)
Total	$	71,146		$	16,804	$	8,402	$	12,797	$	109,149

	THREE MONTHS ENDED JUNE 30, 2008
	Pretax Income (Loss)*			Depreciation and amortization		Interest		Non-cash charges		Adjusted EBITDA**
Wholesale / US Nutrition	$	49,136		$	2,587	$	—	$	31	$	51,754
North American Retail	1,873			750		—		18		2,641
European Retail	28,249			3,049		—		49		31,347
Direct Response / E-Commerce	6,044			1,248		—		23		7,315
Segment Results	85,302			7,634		—		121		93,057
Corporate / Manufacturing	(16,332		)	5,749		3,721		537		(6,325		)
Total	$	68,970		$	13,383	$	3,721	$	658	$	86,732

* REFLECTS REVISED ALLOCATIONS OF CORPORATE/MANUFACTURING COSTS

**   SINCE ADJUSTED EBITDA IS NOT A MEASURE OF PERFORMANCE CALCULATED IN ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (“GAAP”), IT SHOULD NOT BE CONSIDERED IN ISOLATION OF, OR AS A SUBSTITUTE FOR OR SUPERIOR TO, OTHER MEASURES OF FINANCIAL PERFORMANCE PREPARED IN ACCORDANCE WITH GAAP, SUCH AS OPERATING INCOME, NET INCOME AND CASH FLOWS FROM OPERATING ACTIVITIES.  IN ADDITION, THE COMPANY’S DEFINITION OF ADJUSTED EBITDA IS NOT NECESSARILY COMPARABLE TO SIMILARLY TITLED MEASURES REPORTED BY OTHER COMPANIES.

ADJUSTED EBITDA**

Reconciliation of GAAP Measures to Non-GAAP Measures

(Unaudited)

	NINE MONTHS ENDED JUNE 30, 2009
(In thousands)	Pretax Income (Loss)*			Depreciation and amortization		Interest		Non-cash charges			Adjusted EBITDA**
Wholesale / US Nutrition	$	110,968		$	10,991	$	—	$	(3	)	$	121,956
North American Retail	(4,160		)	2,255		—		5,607			3,702
European Retail	60,559			10,598		—		5,681			76,838
Direct Response / E-Commerce	38,119			3,777		—		5,413			47,309
Segment Results	205,486			27,621		—		16,698			249,805
Corporate / Manufacturing	(77,638		)	23,983		26,780		1,836			(25,039		)
Total	$	127,848		$	51,604	$	26,780	$	18,534		$	224,766

	NINE MONTHS ENDED JUNE 30, 2008
	Pretax Income (Loss)*			Depreciation and amortization		Interest		Non-cash charges		Adjusted EBITDA**
Wholesale / US Nutrition	$	128,678		$	7,858	$	—	$	79	$	136,615
North American Retail	(1,733		)	2,404		—		384		1,055
European Retail	97,582			9,081		—		90		106,753
Direct Response / E-Commerce	25,699			3,988		—		43		29,730
Segment Results	250,226			23,331		—		596		274,153
Corporate / Manufacturing	(46,048		)	17,707		11,239		930		(16,172		)
Total	$	204,178		$	41,038	$	11,239	$	1,526	$	257,981

*    REFLECTS REVISED ALLOCATIONS OF CORPORATE/MANUFACTURING COSTS

**  SINCE ADJUSTED EBITDA IS NOT A MEASURE OF PERFORMANCE CALCULATED IN ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (“GAAP”), IT SHOULD NOT BE CONSIDERED IN ISOLATION OF, OR AS A SUBSTITUTE FOR OR SUPERIOR TO, OTHER MEASURES OF FINANCIAL PERFORMANCE PREPARED IN ACCORDANCE WITH GAAP, SUCH AS OPERATING INCOME, NET INCOME AND CASH FLOWS FROM OPERATING ACTIVITIES. IN ADDITION, THE COMPANY’S DEFINITION OF ADJUSTED EBITDA IS NOT NECESSARILY COMPARABLE TO SIMILARLY TITLED MEASURES REPORTED BY OTHER COMPANIES.

NBTY, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

	June 30,		September 30,
(In thousands, except per share amounts)	2009		2008
Current assets:
Cash and cash equivalents	$	69,817	$	90,180
Accounts receivable, net	131,754		122,878
Inventories	634,613		585,239
Deferred income taxes	25,353		25,098
Other current assets	36,545		75,971
Total current assets	898,082		899,366
Property, plant and equipment, net	387,858		419,066
Goodwill	337,988		342,379
Intangible assets, net	216,726		230,424
Other assets	35,260		45,123
Total assets	$	1,875,914	$	1,936,358
Current liabilities:
Current portion of long-term debt	$	31,635	$	33,309
Accounts payable	106,999		120,620
Accrued expenses and other current liabilities	145,732		172,035
Total current liabilities	284,366		325,964
Long-term debt, net of current portion	453,454		538,402
Deferred income taxes	38,737		49,139
Other liabilities	32,724		24,657
Total liabilities	809,281		938,162
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.008 par; authorized 175,000 shares; issued and outstanding 61,872 and 61,599 shares at June 30, 2009 and September 30, 2008, respectively	495		493
Capital in excess of par	144,493		140,990
Retained earnings	921,530		839,068
Accumulated other comprehensive income	115		17,645
Total stockholders’ equity	1,066,633		998,196
Total liabilities and stockholders’ equity	$	1,875,914	$	1,936,358

NBTY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months
	ended June 30,
(In thousands)	2009			2008
Cash flows from operating activities:
Net income	$	82,462		$	135,574
Adjustments to reconcile net income to cash provided by operating activities:
Impairments and disposals of assets	4,520			441
Depreciation and amortization	51,604			41,038
IT project termination costs	16,521			—
Foreign currency transaction loss (gain)	5,113			(1,594		)
Stock-based compensation	2,013			1,176
Amortization of deferred charges	951			562
Allowance for doubtful accounts	(366		)	(543		)
Inventory reserves	5,666			5,676
Deferred income taxes	888			1,372
Excess income tax benefit from exercise of stock options	(55		)	(4,984		)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	(11,129		)	(3,376		)
Inventories	(63,228		)	(26,438		)
Other assets	9,162			11,744
Accounts payable	(7,061		)	675
Accrued expenses and other liabilities	(8,915		)	472
Net cash provided by operating activities	88,146			161,795
Cash flows from investing activities:
Purchase of property, plant and equipment	(38,584		)	(32,031		)
Purchase of available-for-sale investments	—			(364,917		)
Proceeds from sale of available-for-sale investments	—			463,087
Cash paid for acquisitions, net of cash acquired	(264		)	(5,072		)
Acquisition working capital escrow	—			(11,500		)
Escrow refund, net of purchase price adjustments	14,460			—
Net cash (used in) provided by investing activities	(24,388		)	49,567
Cash flows from financing activities:
Principal payments under long-term debt agreements and capital leases	(25,176		)	(720		)
Proceeds from borrowings under the Revolving Credit Facility	95,000			—
Principal payments under the Revolving Credit Facility	(155,000		)	—
Excess income tax benefit from exercise of stock options	55			4,984
Proceeds from stock options exercised	1,437			3,852
Purchase of treasury stock (subsequently retired)	—			(188,432		)
Net cash used in financing activities	(83,684		)	(180,316		)
Effect of exchange rate changes on cash and cash equivalents	(437		)	(1,972		)
Net (decrease) increase in cash and cash equivalents	(20,363		)	29,074
Cash and cash equivalents at beginning of period	90,180			92,902
Cash and cash equivalents at end of period	$	69,817		$	121,976