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):
June 19, 1998
NBTY, INC.
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(Exact name of registrant as specified in charter)
DELAWARE 0-10666 11-2228617
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(State or other (Commission (IRS Employer
jurisdiction of File No.) identification
incorporation) number)
90 Orville Drive, Bohemia, New York 11716
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(Address of principal executive office and zip code)
Registrant's telephone number (516) 567-9500
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ITEM 5. Other Events
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Post-Merger Financial Results
S.E.C. Accounting Series Release 135
On April 17, 1998, NBTY, Inc. (the "Company" or "NBTY") merged Nutrition
Headquarters, Inc., Lee Nutrition, Inc., Brunswick Labs, Inc. and Nutro Labs,
Inc. (the "Nutrition Headquarters Group") into a subsidiary of NBTY in a
business combination accounted for as a pooling of interests.
To provide a period that the Company can use to demonstrate that the
risk-sharing requirements of pooling-of-interests accounting treatment (as
required by the Securities and Exchange Commission), the condensed combined
unaudited results of operations for the two month period ended May 31, 1998,
which cover at least 30 days of post-merger operations, are being published
by the filing of this report.
The operating results for the two month period ended May 31, 1998 are
not necessarily indicative of the results that may be expected for the third
quarter ending June 30, 1998 nor for the fiscal year ending September 30,
1998.
In the opinion of management, all adjustments (consisting only of normal
recurring accruals) considered necessary for the fair presentation, have
been included:
NBTY, INC. & SUBSIDIARIES CONDENSED FINANCIAL DATA (UNAUDITED)
<TABLE>
<CAPTION>
For the Two Months Ended
May 31, 1998
<S> <C>
Net sales $ 94,408,000
Net income (a) $ 5,637,000
Net income per share (a)(b)
Basic $ 0.09
Diluted $ 0.08
<CAPTION>
May 31, 1998
<S> <C>
Total assets $462,107,000
Total liabilities $307,012,000
Total stockholders' equity $155,095,000
<FN>
<Fa> Includes one-time pre-tax merger related costs of $3,336,000 and a
pre-tax gain of $1,575,000 from the sale of a pencil manufacturing
division. Without such non-recurring items, basic and diluted net
income per share would have been $0.10.
<Fb> Reflects a three-for-one stock split effective April 4, 1998.
</FN>
</TABLE>
ITEM 7. Financial Statements and Exhibits
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(i) Press release announcing results of operations for the two month
period ended May 31, 1998.
PR NEWSWIRE INVESTORFAX
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NBTY, Inc. Reports April - May Results
BOHEMIA, N.Y. June 19 /PRNewswire/ -- NBTY, Inc. (Nasdaq: NBTY), today
reported condensed results of operations for April and May, 1998 for the
purpose of complying with the Securities and Exchange Commission's Accounting
Series Release 135.
For the period beginning April 1, 1998 and ended May 31, 1998, revenues
were $94,408,000 and net income was $5,637,000 or $0.08 per diluted share.
Net income for the two month period for 1998 includes one-time pre-tax merger
related costs of $3,336,000. In addition, a pre-tax gain of $1,575,000 was
realized by the sale of a pencil manufacturing division. Without such
non-recurring items, net income per diluted share would have been $0.10.
Included in the condensed financial data is the April 17, 1998 merger
of Nutrition Headquarters, Inc., Lee Nutrition, Inc., Brunswick Labs, Inc.
and Nutro Labs, Inc. (the "Nutrition Headquarters Group") into a subsidiary
of NBTY. Such transaction has been accounted for as a pooling of interests.
The revenue and net income amounts set forth below include at least 30 days
of combined operations of NBTY and the Nutrition Headquarters Group.
This information is not necessarily indicative of the results of
operations for NBTY's third quarter ending June 30, 1998 nor the fiscal year
ending September 30, 1998.
Net income per share reflects a three-for-one stock split, effective
April 4, 1998.
NBTY, INC. and SUBSIDIARIES
CONDENSED FINANCIAL DATA
(UNAUDITED)
<TABLE>
<CAPTION>
For the Two Months Ended
May 31, 1998
------------------------
<S> <C>
Net Sales $ 94,408,000
Net Income (a) $ 5,637,000
Net Income per share (a)(b)
Basic $ 0.09
Diluted $ 0.08
<CAPTION>
May 31, 1998
------------
<S> <C>
Total Assets $462,107,000
Total Liabilities $307,012,000
Total Stockholders' Equity $155,095,000
<FN>
<Fa> Includes one-time pre-tax merger related costs of $3,336,000 and a
pre-tax gain of $1,575,000 from the sale of a pencil manufacturing
division. Without such non-recurring items, basic and diluted net
income per share would have been $0.10.
<Fb> Reflects a three-for-one stock split effective April 4, 1998.
</FN>
</TABLE>
SOURCE NBTY, Inc.
/CONTACT: Harvey Kamil, EVP-CFO of NBTY, 516-244-2020; or Carl Hymans
of G.S. Schwartz & Co., 212-725-4500, for NBTY/
[NBTY]
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this Registration Statement or
amendment to be signed on its behalf by the undersigned, thereunto duly
authorized.
NBTY, Inc.
By: /s/ Harvey Kamil
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Harvey Kamil
Executive Vice President
Dated: June 19, 1998
