<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No.1)
Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the fiscal year ended JUNE 30, 1998 Commission file number 0-15701
NATURAL ALTERNATIVES INTERNATIONAL, INC.
Incorporated in Delaware 84-1007839
1185 Linda Vista Drive, San Marcos, California 92069 (I.R.S. Employer
(760) 744-7340 Identification No.)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock - $.01 par value Nasdaq Stock Market
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of 4,499,485 shares of voting stock held by
non-affiliates (assuming for this purpose that all officers and directors, and
affiliates of directors, are affiliates) of the Registrant was approximately
$62,151,000 based on the closing sale price as of September 25, 1998.
At September 25, 1998, the Registrant had outstanding 5,887,375 shares of Common
Stock, $.01 par value.
Documents Incorporated by Reference
NONE
<PAGE> 2
EXPLANATORY STATEMENT
This Amendment No. 1 to the Annual Report on Form 10-K for Natural Alternatives
International, Inc. (the "Company") for the fiscal year ended June 30, 1998 is
being filed to amend Item 14 (2) (a) by adding as Exhibits, certain restated
financial data schedules.
As reported in the Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1998, the Company was required to adopt, in the second quarter of
fiscal 1998, Statement of Financial Accounting Standards No. 128, "Earnings Per
Share" ("SFAS 128"). SFAS 128 requires the presentation of basic earnings per
share, computed using the weighted average number of shares outstanding during
the period, and diluted earnings per share, computed using the additional
dilutive effect of all dilutive securities. The dilutive impact of stock options
and warrants account for the additional weighted average shares of common stock
outstanding for the Company's diluted earnings per share computation. All prior
periods were restated to conform with the provisions of SFAS 128 in the
Company's Annual Report on Form 10-K, but restated financial data schedules were
not included for such annual periods and subsequent interim periods. Such
restated financial data schedules are now being filed pursuant to this Amendment
No. 1.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
2. (b) EXHIBITS
Exhibit 23* Re: Consent of KPMG Peat Marwick LLP
Exhibit 27* Financial Data Schedule
Exhibit 27.1** Restated - Financial Data Schedule for the
Fiscal Years Ended June 30, 1997 and 1996.
Exhibit 27.2** Restated - Financial Data Schedule for the
Nine Months Ended March 31, 1997.
Exhibit 27.3** Restated - Financial Data Schedule for the
Six Months Ended December 31, 1996.
* Previously filed as part of the Company's Annual Report on Form 10-K
filed with the Securities and Exchange Commission on September 28,
1998.
** Filed herein
<PAGE> 3
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
NATURAL ALTERNATIVES INTERNATIONAL, INC.
(Registrant)
Date: October 14, 1998 By: Mark A. Ledoux
----------------------------------------------------
(Mark A. LeDoux, Chief Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Marie A. LeDoux Chairperson of the Board, October 14, 1998
--------------- Secretary, and Director
(Marie A. LeDoux)
Mark A. LeDoux Chief October 14, 1998
-------------- Executive Officer and
(Mark A. LeDoux) Director
William P. Spencer President, and Chief October 14, 1998
------------------ Operating Officer,
(William P. Spencer) and Treasurer, and Chief
Financial Officer, and Chief
Accounting Officer, and
Director
William R. Kellas Director October 14, 1998
-----------------
(William R. Kellas)
Lee G. Weldon Director October 14, 1998
-------------
(Lee G. Weldon)
</TABLE>
<PAGE> 4
EXHIBIT LIST
<TABLE>
<S> <C>
Exhibit 23* Re: Consent of KPMG Peat Marwick LLP
Exhibit 27* Financial Data Schedule
Exhibit 27.1** Restated - Financial Data Schedule for the
Fiscal Years Ended June 30, 1997 and 1996.
Exhibit 27.2** Restated - Financial Data Schedule for the
Nine Months Ended March 31, 1997.
Exhibit 27.3** Restated - Financial Data Schedule for the
Six Months Ended December 31, 1996.
</TABLE>
* Previously filed as part of the Company's Annual Report on Form 10-K
filed with the Securities and Exchange Commission on September 28,
1998.
** Filed herein
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AUDITED
CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED JUNE 30, AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> JUN-30-1997 JUN-30-1996
<PERIOD-START> JUL-01-1996 JUL-01-1995
<PERIOD-END> JUN-30-1997 JUN-30-1996
<CASH> 3,469,739 1,887,427
<SECURITIES> 0 0
<RECEIVABLES> 6,990,121 5,958,694
<ALLOWANCES> 1,006,000 319,000
<INVENTORY> 5,690,850 6,399,592
<CURRENT-ASSETS> 18,857,979 15,710,135
<PP&E> 14,105,243 11,919,718
<DEPRECIATION> 5,845,538 4,641,640
<TOTAL-ASSETS> 27,729,175 23,561,191
<CURRENT-LIABILITIES> 7,418,790 4,719,685
<BONDS> 1,100,285 1,276,118
0 0
0 0
<COMMON> 54,298 53,519
<OTHER-SE> 18,645,189 17,106,067
<TOTAL-LIABILITY-AND-EQUITY> 27,729,175 23,561,191
<SALES> 49,444,221 47,621,804
<TOTAL-REVENUES> 49,444,221 47,621,804
<CGS> 39,019,224 35,182,059
<TOTAL-COSTS> 47,629,149 42,358,428
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 725,000 391,162
<INTEREST-EXPENSE> 147,373 190,850
<INCOME-PRETAX> 1,839,920 5,207,317
<INCOME-TAX> 720,000 1,985,000
<INCOME-CONTINUING> 1,119,920 3,222,317
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 1,119,920 3,222,317
<EPS-PRIMARY> 0.21<F1> 0.61<F1>
<EPS-DILUTED> 0.20 0.58
<FN>
RESTATED PURSUANT TO REGULATION S-K, ITEM 601(c), TO CONFORM TO FASB NO. 128.
<F1>"EPS-PRIMARY" DENOTES BASIC EPS.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE UNAUDITED
CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED MARCH 31, 1997, AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> MAR-31-1997
<CASH> 3,280,994
<SECURITIES> 0
<RECEIVABLES> 5,254,316
<ALLOWANCES> 436,000
<INVENTORY> 8,963,616
<CURRENT-ASSETS> 18,789,276
<PP&E> 13,487,896
<DEPRECIATION> 5,547,040
<TOTAL-ASSETS> 27,632,989
<CURRENT-LIABILITIES> 6,304,024
<BONDS> 1,139,633
0
0
<COMMON> 54,089
<OTHER-SE> 19,748,821
<TOTAL-LIABILITY-AND-EQUITY> 27,632,989
<SALES> 35,473,581
<TOTAL-REVENUES> 35,473,581
<CGS> 26,130,920
<TOTAL-COSTS> 5,508,856
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 15,000
<INTEREST-EXPENSE> 127,334
<INCOME-PRETAX> 3,840,302
<INCOME-TAX> 1,530,000
<INCOME-CONTINUING> 2,310,302
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,310,302
<EPS-PRIMARY> .43<F1>
<EPS-DILUTED> .41
<FN>
RESTATED PURSUANT TO REGULATION S-K, ITEM 601(c), TO CONFORM TO FASB NO. 128.
<F1>"EPS-PRIMARY" DENOTES BASIC EPS
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE UNAUDITED
CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED DECEMBER 31, 1996,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 3,483,474
<SECURITIES> 0
<RECEIVABLES> 5,950,909
<ALLOWANCES> 408,000
<INVENTORY> 6,924,523
<CURRENT-ASSETS> 18,079,579
<PP&E> 12,914,656
<DEPRECIATION> 5,229,348
<TOTAL-ASSETS> 26,642,601
<CURRENT-LIABILITIES> 5,935,518
<BONDS> 1,177,748
0
0
<COMMON> 53,919
<OTHER-SE> 19,081,804
<TOTAL-LIABILITY-AND-EQUITY> 26,642,601
<SALES> 24,067,255
<TOTAL-REVENUES> 24,067,255
<CGS> 17,590,661
<TOTAL-COSTS> 3,571,529
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 30,000
<INTEREST-EXPENSE> 77,102
<INCOME-PRETAX> 2,903,665
<INCOME-TAX> 1,154,000
<INCOME-CONTINUING> 1,749,665
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,749,665
<EPS-PRIMARY> .33<F1>
<EPS-DILUTED> .31
<FN>
RESTATED PURSUANT TO REGULATION S-K, ITEM 601(c), TO CONFORM TO FASB NO. 128.
<F1>"EPS-PRIMARY" DENOTES BASIC EPS
</FN>
</TABLE>
