<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- --------------------------------------------------------------------------------
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported):
December 11, 1998
- --------------------------------------------------------------------------------
GLOBAL HEALTH SCIENCES, INC.
----------------------------
(Exact Name of Registrant)
CALIFORNIA 333-52539 95-3267801
- ------------------------ ---------------------- ----------------------
(State of Incorporation) (Commission File No.) (IRS Employer
Identification Number)
987 N. Enterprise Street
Orange, California 92867
------------------------
(Address of Principal Executive Offices)
(714) 633-2320
-------------------------------
(Registrant's telephone number)
<PAGE>
Item 7. FINANCIAL STATEMENTS. PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
As previously disclosed under a Report on Form 8-K filed on December
23, 1998, Global Health Sciences, Inc. (the "Registrant") through its
wholly-owned subsidiary Global Health Sub, Inc. ("Global Sub"), acquired all of
the outstanding shares of capital stock of American Ingredients, Inc., a
California corporation ("American"), pursuant to a Stock Purchase Agreement,
dated as of December 11, 1998 between Global Sub and Arthur J. Salerno and
Kathleen P. Salerno. In accordance with SEC rules, the Registrant omitted from
the Form 8-K the required historical and pro forma financial statements for
American. This amendment to the Form 8-K provides those financial statements.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
INDEPENDENT AUDITORS' REPORT
American Ingredients, Inc.
We have audited the accompanying balance sheet of American Ingredients, Inc.
(the "Company") as of December 11, 1998, and the related statements of
operations, changes in stockholders' equity, and cash flows for the period
January 1, 1998 through December 11, 1998 ("period ended December 11, 1998").
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of American Ingredients, Inc. as of December
11, 1998, and the results of its operations and its cash flows for the period
then ended in conformity with generally accepted accounting principles.
Deloitte & Touche LLP
February 12, 1999
Los Angeles, California
<PAGE>
AMERICAN INGREDIENTS, INC.
BALANCE SHEET
DECEMBER 11, 1998
- --------------------------------------------------------------------------------
<TABLE>
ASSETS
CURRENT ASSETS:
<S> <C>
Cash (Notes 2 and 6) $ 733,420
Accounts receivable, net of allowance for doubtful accounts of $200,000 (Note 2) 3,946,184
Inventories (Note 2) 2,652,659
Other current assets 17,855
-------------
Total current assets 7,350,118
PROPERTY AND EQUIPMENT, Net (Notes 2 and 3) 1,229,119
OTHER ASSETS 122,219
-------------
TOTAL $8,701,456
-------------
-------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $1,869,213
Accrued liabilities 239,134
Note payable to acquiror (Note 6) 6,000,000
-------------
Total current liabilities 8,108,347
-------------
COMMITMENTS AND CONTINGENCIES (Note 5)
STOCKHOLDERS' EQUITY:
Common stock, no par value; 10,000 shares authorized;
1,000 shares issued and outstanding 10,000
Retained earnings 583,109
-------------
Total stockholders' equity 593,109
-------------
TOTAL $8,701,456
-------------
-------------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
AMERICAN INGREDIENTS, INC.
STATEMENT OF OPERATIONS
PERIOD ENDED DECEMBER 11, 1998
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
REVENUES (Notes 2 and 6):
Net sales $ 27,402,947
Commission revenue 884,740
---------------
Total revenues 28,287,687
COST OF SALES 20,913,848
---------------
GROSS MARGIN 7,373,839
OPERATING EXPENSES 9,018,794
---------------
OPERATING LOSS (1,644,955)
---------------
OTHER INCOME (EXPENSE):
Interest expense (125,534)
Interest income 4,095
Other, net (30,298)
---------------
Total other expense (151,737)
---------------
LOSS BEFORE INCOME TAXES (1,796,692)
INCOME TAXES (Note 2) 800
---------------
NET LOSS $ (1,797,492)
---------------
---------------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
AMERICAN INGREDIENTS, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD ENDED DECEMBER 11, 1998
- --------------------------------------------------------------------------------
<TABLE>
TOTAL
COMMON RETAINED STOCKHOLDERS'
STOCK EARNINGS EQUITY
<S> <C> <C> <C>
BALANCE, JANUARY 1, 1998 $10,000 $ 2,994,361 $ 3,004,361
Net loss for the period ended December 11, 1998 (1,797,492) (1,797,492)
Dividends (613,760) (613,760)
--------- ------------- ------------
BALANCE, DECEMBER 11, 1998 $10,000 $ 583,109 $ 593,109
--------- ------------- ------------
--------- ------------- ------------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
AMERICAN INGREDIENTS, INC.
STATEMENT OF CASH FLOWS
PERIOD ENDED DECEMBER 11, 1998
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,797,492)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 214,649
Increase in accounts receivable (227,868)
Decrease in inventories 485,688
Increase in other current assets (17,855)
Increase in other assets (122,219)
Decrease in accounts payable (1,022,071)
Increase in accrued liabilities 186,183
-----------
Net cash used in operating activities (2,300,985)
-----------
CASH FLOWS FROM INVESTING ACTIVITIES -
Purchase of property and equipment (957,950)
-----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid (613,760)
Borrowings on note payable to acquiror 6,000,000
Repayment of notes payable (1,782,531)
-----------
Net cash provided by financing activities 3,603,709
-----------
NET INCREASE IN CASH 344,774
CASH, BEGINNING OF PERIOD 388,646
-----------
CASH, END OF PERIOD $ 733,420
-----------
-----------
SUPPLEMENTAL DISCLOSURES -
Cash paid during the period for:
Interest $ 125,534
-----------
-----------
State income taxes $ 800
-----------
-----------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
AMERICAN INGREDIENTS, INC.
NOTES TO FINANCIAL STATEMENTS
PERIOD ENDED DECEMBER 11, 1998
- -------------------------------------------------------------------------------
1. NATURE OF OPERATIONS
American Ingredients, Inc. (the "Company") is a supplier of raw materials
to the nutraceutical industry.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CASH - The Company considers all highly liquid investments with an
original maturity of three months or less to be cash equivalents. To
reduce credit risk, the Company monitors the credit standing of the
financial institutions that hold the Company's cash.
INVENTORIES - Inventories consist primarily of ingredients used by
nutritional food product manufacturers and are valued at lower of cost,
determined by the first in, first out method or market.
PROPERTY AND EQUIPMENT - Property and equipment, other than leasehold
improvements, are depreciated on the straight-line basis over the
estimated useful lives of the related assets, generally ranging from five
to seven years. Leasehold improvements are amortized on the straight-line
basis over the lesser of their estimated useful lives or the remaining
term of the lease.
REVENUE RECOGNITION - Sales are recorded when merchandise is shipped.
Sales returns are not significant. The Company also acts as an exclusive
sales representative for manufacturers of nutraceutical products in
certain markets. The Company receives commission revenue for this
activity, as it does not take title to the related inventory. Commission
revenue is recorded upon notification of payment to the nutraceutical
company.
INCOME TAXES - The Company has elected to be taxed as an S corporation for
federal and state income tax purposes, and other than a 1.5% state tax,
taxable income is passed through to the Company's shareholders.
USE OF ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results could differ from those
estimates.
ACCOUNTS RECEIVABLE AND SIGNIFICANT CUSTOMERS - Financial instruments that
potentially subject the Company to a concentration of credit risk consist
primarily of accounts receivable. The Company performs ongoing credit
evaluations of its customers and maintains, when necessary, an allowance
for potential credit losses.
For the period ended December 11, 1998, sales to one customer represented
34% of total sales. The loss of, or reduction in, sales to this customer
or the customer's inability to meet its obligations to the Company could
have a material adverse effect on the Company's operating results and
financial condition. At December 11, 1998, receivables from this customer
were $1,275,063.
<PAGE>
3. PROPERTY AND EQUIPMENT
Consist of the following at December 11, 1998:
<TABLE>
<S> <C>
Leasehold improvements $ 917,214
Machinery and equipment 682,911
------------
1,600,125
Accumulated depreciation and amortization (371,006)
------------
Total $ 1,229,119
------------
------------
</TABLE>
4. PENSION PLAN
At December 11, 1998, the Company had a defined benefit plan (the "Plan")
that covered substantially all of the Company's full-time employees. The
financial statements reflect an income statement charge related to the
Plan of $356,000. However, in connection with the Company's acquisition by
Global Health Sciences, Inc. (see Note 6), the obligation to the employees
is to be paid out of the assets of the Plan, with any remaining liability
to be paid by the former shareholders of the Company. The estimated
liability at December 11, 1998 was $874,776; the Plan assets were
$865,611.
5. COMMITMENTS AND CONTINGENCIES
The Company leases its office and warehouse facilities under a
noncancelable operating lease with a related party of the Company's
majority shareholder for $21,000 per month that expires in December 2003.
The Company also leases office equipment and automobiles under operating
leases. During the period ended December 11, 1998, the Company incurred
rent expense of $227,408.
A summary of lease commitments as of December 11, 1998 is as follows:
<TABLE>
<S> <C>
1999 $ 282,612
2000 278,439
2001 258,348
2002 256,188
2003 231,000
------------
$1,306,587
------------
------------
</TABLE>
6. SALE OF THE COMPANY
On December 11, 1998, the Company was purchased by Global Health Sciences,
Inc. ("Global Health") for $36 million, including $30 million of cash and
the forgiveness of a $6 million note payable to Global Health (which
occurred subsequent to the date of the transaction).
During the period ended December 11, 1998, the Company had sales to Global
Health of $2,148,056 and a receivable of $419,497 at December 11, 1998.
<PAGE>
(b) PRO FORMA FINANCIAL INFORMATION.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The following Unaudited Pro Forma Condensed Combined Balance Sheet gives effect
to the acquisition of American Ingredients, Inc. ("American Ingredients")("the
Acquisition") as if the transaction had occurred on September 30. 1998 and
combines the September 30, 1998 balance sheet of Global Health Sciences,
Inc.("Global Health") and the December 11, 1998 balance sheet of American
Ingredients. The Unaudited Pro Forma Condensed Combined Statements of Operations
for the year ended December 31, 1997 and the nine months ended September 30,
1998 give effect to the Acquisition, the issuance of $225 million of Notes due
2008 (the "Notes"), the $50 million acquisition facility (the "Acquisition
Facility"), and the Reorganization (see accompanying notes) as if such
transactions had occurred as of January 1, 1997. The issuance of the Notes, the
Acquisition Facility and the Reorganization occurred on April 23, 1998 and
resulted in the formation of Global Health Sciences, Inc. (the "Company") and
the issuance of $225 million of Notes.
The Company purchased American Ingredients on December 11, 1998 for $36 million.
The Acquisition was accounted for as a purchase. Under the purchase method of
accounting, the total purchase cost will be allocated to the assets and
liabilities of American Ingredients based on their respective fair values. A
preliminary allocation of the purchase price has been made to major categories
of assets and liabilities based on the Company's current estimates. The actual
allocation of purchase cost and the resulting effect on income from operations
may differ significantly from the pro forma amounts included herein.
<PAGE>
Unaudited Pro forma Condensed Combined Balance Sheet
As of September 30, 1998
(in thousands)
<TABLE>
<CAPTION>
GLOBAL HEALTH AMERICAN PRO FORMA PRO FORMA
ASSETS SCIENCES INGREDIENTS ADJUSTMENTS COMBINED
<S> <C> <C> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $22,768 $733 ($5,000) (1) $18,501
Accounts receivable, net of allowances 5,768 3,946 9,714
Inventories 11,741 2,653 100 (1) 14,494
Prepaid expenses and other current assets 1,395 18 1,413
------------- ------------ ------------ ------------
TOTAL CURRENT ASSETS 41,672 7,350 (4,900) 44,122
Property and equipment, net 5,862 1,229 7,091
Intangibles and other assets 135,082 123 29,667 (1 AND 2) 164,872
------------- ------------ ------------ ------------
TOTAL ASSETS $182,616 $8,702 $24,767 $216,085
------------- ------------ ------------ ------------
------------- ------------ ------------ ------------
LIABILITIES AND STOCKHOLDER'S EQUITY
(DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses $27,675 $2,109 $360 (1) $30,144
Line of credit - 6,000 (6,000)(1) -
------------- ------------ ------------ ------------
TOTAL CURRENT LIABILITIES 27,675 8,109 (5,640) 30,144
------------- ------------ ------------ ------------
Long-term debt, less current installments 218,667 - 31,000 (1) 249,667
------------- ------------ ------------ ------------
STOCKHOLDER'S EQUITY (DEFICIT)
Common Stock 473 10 (10)(1) 473
Retained earnings (deficit) (64,199) 583 (583)(1) (64,199)
------------- ------------ ------------ ------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (63,726) 593 (593) (63,726)
------------- ------------ ------------ ------------
------------- ------------ ------------ ------------
TOTAL LIABILTIIES AND STOCKHOLDER'S
EQUITY (DEFICIT) $182,616 $8,702 $24,767 $216,085
------------- ------------ ------------ ------------
------------- ------------ ------------ ------------
</TABLE>
See accompanying notes
<PAGE>
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE 9 MONTHS ENDED SEPTEMBER 30, 1998
(IN THOUSANDS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Omni-Pak and
Global Health Affiliates 1/1/98 to Pro forma
Historical 4/22/98 Adjustments
---------------------- ---------------------- -----------
<S> <C> <C> <C>
Net revenues $ 106,382 $ 31,146 $ (376)(3)
Cost of sales 74,039 21,386 (376)(3)
---------------------- ---------------------- --------------
Gross profit 32,343 9,760 -
Selling, general and administrative expenses 17,096 1,912 8,376 (4)
---------------------- ---------------------- --------------
Operating income from continuing operations 15,247 7,848 (8,376)
Interest income (expense), net (11,335) 42 (8,063)(5)
---------------------- ---------------------- --------------
Income before state taxes 3,912 7,890 (16,439)
State income taxes (benefit) 193 119 (29)(6)
---------------------- ---------------------- --------------
Net income (7) $ 3,719 $ 7,771 $ (16,410)
---------------------- ---------------------- --------------
---------------------- ---------------------- --------------
<CAPTION>
American Global Health and
Global Health Ingredients Pro forma American Ingredients
Pro Forma 1/1/98 to 9/30/98 adjustments Pro forma
--------- ------------------- ---------------- -------------------
<S> <C> <C> <C> <C>
Net revenues $ 137,152 $ 23,196 $ (2,148)(3) $ 158,200
Cost of sales 95,049 17,650 (2,148)(3) 110,551
----------------- ---------------- ---------------- ---------------
Gross profit 42,103 5,546 - 47,649
Selling, general and administrative expenses 27,384 1,593 4,503 (4) 33,480
----------------- ---------------- ---------------- ---------------
Operating income from continuing operations 14,719 3,953 (4,503) 14,169
Interest income (expense), net (19,356) (118) (1,918)(5) (21,392)
----------------- ---------------- ---------------- ---------------
Income before state taxes (4,637) 3,835 (6,421) (7,223)
State income taxes (benefit) 283 - (188) 95
----------------- ---------------- ---------------- ---------------
Net income (7) $ (4,920) $ 3,835 $ (6,233) $ (7,318)
----------------- ---------------- ---------------- ---------------
----------------- ---------------- ---------------- ---------------
</TABLE>
See accompanying notes
<PAGE>
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS)
<TABLE>
<CAPTION>
Omni-Pak
D&F Industries and Affiliates Pro forma
Historical Historical Adjustments
---------------------- ---------------------- -----------
<S> <C> <C> <C>
Net revenues $ 85,191 $ 98,587 $ (1,393)(3)
Cost of sales 55,020 64,106 (1,393)
---------------------- ---------------------- --------------
Gross profit 30,171 34,481 -
Selling, general and administrative expenses 7,088 5,931 27,297 (4)
---------------------- ---------------------- --------------
Operating income from continuing operations 23,083 28,550 (27,297)
Interest income (expense), net 82 197 (26,277)(5)
---------------------- ---------------------- --------------
Income before state taxes 23,165 28,747 (53,574)
State income taxes 350 428 (394)(6)
---------------------- ---------------------- --------------
Net income (7) $ 22,815 $ 28,319 $ (53,180)
---------------------- ---------------------- --------------
---------------------- ---------------------- --------------
<CAPTION>
Global Health and
Global Health American Pro forma American Ingredients
Pro Forma Ingredients adjustments Pro forma
---------------- ------------------- ---------------- -------------------
<S> <C> <C> <C> <C>
Net revenues $ 182,385 $ 19,509 $ (1,680)(3) $ 200,214
Cost of sales 117,733 13,928 (1,680)(3) 129,981
----------------- ------------------- ---------------- ------------------
Gross profit 64,652 5,581 - 70,233
Selling, general and administrative expenses 40,316 3,863 6,054 (4) 50,233
----------------- ------------------- ---------------- ------------------
Operating income from continuing operations 24,336 1,718 (6,054) 20,000
Interest income (expense), net (25,998) (13) (2,558)(5) (28,569)
----------------- ------------------- ---------------- ------------------
Income before state taxes (1,662) 1,705 (8,612) (8,569)
State income taxes 384 18 (129)(6) 273
----------------- ------------------- ---------------- ------------------
Net income (7) $ (2,046) $ 1,687 $ (8,483) $ (8,842)
----------------- ------------------- ---------------- ------------------
----------------- ------------------- ---------------- ------------------
</TABLE>
See accompanying notes
<PAGE>
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS
(IN THOUSANDS)
General - The Reorganization
On April 23, 1998, D&F Industries ("D&F," the predecessor), Raven d/b/a
Omni-Pak Industries ("Omni-Pak"), Dynamic Products Inc. ("Dynamic") and
West Coast Sales ("West Coast") entered into a reorganization agreement
pursuant to which (a) D&F changed its name to Global Health Sciences, Inc.
("Global Health"), (b) Global Health transferred all of its assets and
liabilities, except for its obligation under the 11% Senior Notes due 2008
(the "Notes"), to its newly formed subsidiaries, (c) Global Health through
its subsidiaries acquired Omni-Pak, Dynamic and West Coast (together
referred to as Omni-Pak and Affiliates) from their respective shareholders
for approximately $137,900 in cash and expenses in transactions accounted
for under the purchase method of accounting and (d) the shareholders of
Global Health received approximately $58,700 in cash from the repurchase
of approximately 543,000 shares. The above transactions were financed
principally through the sale of $225,000 in aggregate principal amount of
the Notes. The transactions described above are referred to as the
"Reorganization."
Balance Sheet Adjustments:
(1)
Acquisition: The Acquisition of American Ingredients will be accounted for
under the purchase method of accounting. The purchase price consists of
$30,000 of cash, $360 of estimated transaction costs and the contribution
to capital of $6,000 that had previously been advanced to American
Ingredients. The purchase price will be allocated to American Ingredients
assets and liabilities acquired based on the respective fair values as of
the closing date. Although the final allocation has not been determined,
the following sets forth certain preliminary allocations:
<TABLE>
<CAPTION>
<S> <C> <C>
Net Assets of American Ingredients at historical cost $ 593
Inventory $ 100
Intangibles and other assets $ 29,667
Elimination of Note Payable to Global Health $ 6,000
Cash $ 5,000
Acquisition Facility $ 31,000
Accounts Payable and Accrued Expenses $ 360
</TABLE>
(2)
Intangibles and other assets: The following represents the change in
intangibles and other assets resulting from the Acquisition:
<TABLE>
<S> <C>
Excess of the Purchase Price over Net Assets acquired $ 29,307
Expenses of the acquisition 360
----------------
Total Intangibles and other assets $ 29,667
----------------
----------------
</TABLE>
Income Statement Adjustments:
(3)
Elimination Entries: Reflects elimination of intercompany sales and
related cost of sales between D&F and Omni-Pak and Affiliates and between
Global Health and American Ingredients.
(4)
<TABLE>
<CAPTION>
Year Ended Nine Months Ended
December 31, 1997 September 30, 1998
----------------- ------------------
<S> <C> <C>
Amortization of intangibles related to Acquisition of Omni Pak and
Affiliates ($136,484 amortized over five years). For the nine months ended
September 30, 1998, the adjustment represents amortization of intangibles
prior to April 23, 1998, the date of the Reorganization. $ 27,297 $ 8,376
------------ ------------
------------ ------------
Amortization of intangible related to the acquisition of American Ingredients ($29,667
amortized over a five year period) $ 5,933 $ 4,450
Other 121 53
------------ ------------
Adjustment to Selling, General & Administrative Expenses $ 6,054 $ 4,503
------------ ------------
------------ ------------
</TABLE>
(5)
Interest Income (Expense), Net: Reflects adjustments to interest
expense, as follows:
<TABLE>
<CAPTION>
Year Ended Nine Months Ended
December 31, 1997 September 30, 1998
----------------- ------------------
<S> <C> <C>
Interest on Notes at an effective rate of 11.5% $ 25,115 $ 7,193
Amortization of deferred financing fees on Notes over 10 years 624 468
Interest on Acquisition Facility related to the Reorganization 88 66
Amortization of Acquisition Facility fees over 5 years 200 150
Fee for unused Acquisition Facility 250 186
------------ ------------
Adjustment to interest expense $ 26,277 $ 8,063
------------ ------------
Interest on Acquisition Facility at an effective rate of 8.25%
related to the Acquisition $ 2,558 $ 1,918
------------ ------------
------------ ------------
</TABLE>
Each 0.125% change in interest rates with respect to the Acquisition
facility would increase or decrease interest expense by less than $100.
(6)
Provision for State Income Taxes: Reflects the adjustment to state income
taxes at 1.5% on the deductible portion of the adjustment. The Company is
an S Corporation, for Federal and California income tax purposes;
accordingly, income tax is paid by the Company's shareholders.
<PAGE>
(7)
EBITDA is defined as income before interest income (expense), income
taxes, and depreciation and amortization. Management believes that EBITDA
is a measure commonly used by analysts and investors to determine a
company's ability to service and incur debt. Accordingly, this information
has been presented to permit a complete analysis. EBITDA should not be
considered a substitute for net income or cash flow data prepared in
accordance with generally accepted accounting principles or as a measure
of profitability or liquidity.
<TABLE>
<CAPTION>
Year Ended Nine Months Ended
December 31, 1997 September 30, 1998
----------------- ------------------
<S> <C> <C>
EBITDA:
Global Health pro forma $ 52,669 $ 35,192
American Ingredients pro forma 1,617 4,033
--------------- --------------
Total $ 54,286 $ 39,225
--------------- --------------
--------------- --------------
</TABLE>
(c) EXHIBITS.
None.
<PAGE>
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.
GLOBAL HEALTH SCIENCES, INC.
Date: February 22, 1999 By: /S/ DONALD J. LEWIS
------------------------------
Name: Donald J. Lewis
Title: Secretary
