UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the period ended December 31, 2000
Commission File Number: 0-10666
-------
NBTY, Inc.
- ----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 11-2228617
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
90 Orville Drive, Bohemia, NY 11716
- ---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (631) 567-9500
--------------
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 and Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
the registration was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
YES [X] NO [ ]
Shares of Common Stock as of December 31, 2000: 65,903,599
NBTY, INC. and SUBSIDIARIES
INDEX
PART I Financial Information
Condensed Consolidated Balance Sheets -
December 31, 2000 (unaudited) and September 30, 2000 1 - 2
Condensed Consolidated Statements of Operations -
(unaudited) Three months Ended December 31, 2000 and 1999 3
Condensed Consolidated Statements of Stockholders'
Equity Year ended September 30, 2000 and (unaudited)
Three months Ended December 31, 2000 4
Condensed Consolidated Statements of Cash Flows -
(unaudited) Three months Ended December 31, 2000 and 1999 5
Notes to Condensed Consolidated
Financial Statements (unaudited) 6 - 10
Management's Discussion and Analysis
of Financial Condition and Results of Operations 11 - 15
PART II Other Information 16
Signature 17
NBTY, INC. and SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
(Dollars and shares in thousands)
December 31, September 30,
2000 2000
------------ -------------
(Unaudited)
Current assets:
Cash and cash equivalents $ 27,402 $ 31,464
Accounts receivable, less allowance for
doubtful accounts of $1,216 at
December 31, 2000 and $1,227 at
September 30, 2000 29,463 24,913
Inventories 143,716 130,741
Deferred income taxes 3,549 3,549
Prepaid property taxes, rent,
and other current assets 15,571 20,269
-------------------------
Total current assets 219,701 210,936
Property, plant and equipment 331,585 326,010
less accumulated depreciation
and amortization 119,677 111,846
-------------------------
211,908 214,164
Intangible assets, net 170,973 172,124
Other assets 8,750 6,389
-------------------------
Total assets $611,332 $603,613
=========================
See notes to condensed consolidated financial statements.
NBTY, INC. and SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
(Dollars and shares in thousands)
December 31, September 30,
2000 2000
------------ -------------
(Unaudited)
Current liabilities:
Current portion of long-term debt
and capital lease obligations $ 12,681 $ 12,829
Accounts payable 54,189 61,100
Accrued expenses and income taxes 40,293 36,893
-------------------------
Total current liabilities 107,163 110,822
Long-term debt 219,103 199,095
Obligations under capital leases 2,600 1,383
Deferred income taxes 17,081 17,050
Other liabilities 2,817 2,820
-------------------------
Total liabilities 348,764 331,170
Commitments and contingencies
Stockholders' equity:
Common stock, $0.008 authorized; 175,000
shares; issued 68,524 shares at December 31,
2000 and 68,524 shares at September 30, 2000
and outstanding 65,904 shares at December 31,
2000 and 68,289 shares at September 30, 2000 548 548
Capital in excess of par 123,798 123,798
Retained earnings 163,939 163,300
-------------------------
288,285 287,646
Less: 2,620 and 235 treasury shares at cost, at
December 31, 2000 and September 30, 2000 respectively (14,399) (1,512)
Stock subscriptions receivable (839) (839)
Accumulated other comprehensive loss (10,479) (12,852)
-------------------------
Total stockholders' equity 262,568 272,443
-------------------------
Total liabilities and stockholders' equity $611,332 $603,613
=========================
See notes to condensed consolidated financial statements.
NBTY, INC. and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(Dollars and shares in thousands, except per share amounts)
For the three months
ended December 31,
--------------------
2000 1999
---- ----
Net sales $166,829 $171,172
Cost and expenses:
Cost of sales 74,505 80,943
Catalog printing, postage and promotion 15,710 8,286
Selling, general and administrative 72,031 63,924
Recovery of raw material cost (201)
--------------------
162,045 153,153
--------------------
Income from operations 4,784 18,019
--------------------
Other income (expense):
Interest, net (4,971) (4,685)
Miscellaneous, net 1,225 694
--------------------
(3,746) (3,991)
--------------------
Income before income taxes 1,038 14,028
Income taxes 399 5,611
--------------------
Net income $ 639 $ 8,417
====================
Net income per share:
Basic $ 0.01 $ 0.13
====================
Diluted $ 0.01 $ 0.12
====================
Weighted average common shares outstanding:
Basic 67,064 66,125
====================
Diluted 67,254 68,019
====================
See notes to condensed consolidated financial statements.
NBTY, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders' Equity
for the year ended September 30, 2000 and
the three months ended December 31, 2000
(Unaudited)
(Dollars and shares in thousands)
Accumu-
lated
Other
Common stock Treasury stock Compre- Total
---------------- ------------------- Stock hensive Total Compre-
Number of Capital in Retained Number of subscriptions Income Stockholders' hensive
shares Amount excess of par earnings shares Amount receivable (Loss) Equity Income
--------- ------ ------------- -------- --------- ------ ------------- ------- ------------- --------
Balances,
September 30, 1999 66,096 $529 $106,332 $111,792 - - $(839) $ 6,135 $223,949 $22,101
=======
Net income for year
ended September
30, 2000 51,508 51,508 51,508
Purchase of treasury
shares, at cost 288 (2,511) (2,511)
Acquisition of
Nutrition Warehouse 1,059 8 12,235 12,243
Treasury stock
retired (53) (999) (53) 999 -
Exercise of stock
options 1,422 11 4,397 4,408
Tax benefit from
exercise of stock
options 1,833 1,833
Foreign currency
translation
adjustment (18,987) (18,987) (18,987)
--------------------------------------------------------------------------------------------------------------
Balances,
September 30, 2000 68,524 548 123,798 163,300 235 (1,512) (839) (12,852) 272,443 32,521
=======
Net income for the
three months ended
December 31, 2000 639 639 639
Purchase of treasury
shares, at cost 2,385 (12,887) (12,887)
Treasury stock
retired -
Exercise of stock
options -
Tax benefit from
exercise of stock
options -
Foreign currency
translation
adjustment 2,373 2,373 2,373
--------------------------------------------------------------------------------------------------------------
Balances,
December 31, 2000 68,524 $548 $123,798 $163,939 2,620 ($14,399) ($839) ($10,479) $262,568 $ 3,012
==============================================================================================================
See notes to consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Dollars in thousands)
For the three months
ended December 31,
2000 1999
--------------------
Cash flows from operating activities:
Net Income $ 639 $ 8,417
Adjustments to reconcile net income to
cash provided by (used in ) operating activities:
(Gain) Loss on sale of property, plant and equipment (22) 67
Depreciation and amortization 10,766 8,340
Provision for allowance for doubtful accounts 10 1
Tax benefit from exercise of stock options 138
Changes in assets and liabilities:
Increase in accounts receivable (4,561) (1,143)
(Increase) decrease in inventories (12,460) 1,974
Decrease in prepaid catalog
costs and other current assets 4,744 3,946
Increase in other assets (2,362) (896)
Decrease in accounts payable (7,074) (5,342)
Increase in accrued expenses 3,224 12,008
Decrease in other liabilities (5) (172)
--------------------
Net cash (used in) provided by operating activities (7,101) 27,338
--------------------
Cash flows from investing activities:
Purchase of property, plant and equipment (8,481) (13,638)
Proceeds from sale of property, plant, and equipment 2,817 15
Increase in intangible assets (214)
--------------------
Net cash used in investing activities (5,664) (13,837)
====================
Cash flows from financing activities:
Borrowings (Payments) under long term debt agreements 27,000 (1,394)
Principal payments under long-term
debt agreements and capital leases (5,953) (675)
Proceeds from stock options exercised 14
Purchase of treasury stock (12,887)
--------------------
Net cash provided by (used in)
financing activities 8,160 (2,055)
--------------------
Effect of exchange rate changes on cash
and cash equivalents 543 (51)
--------------------
Net (decrease) increase in cash and cash equivalents (4,062) 11,395
Cash and cash equivalents at beginning of period 31,464 18,269
--------------------
Cash and cash equivalents at end of period $27,402 $29,664
====================
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest $ 1,957 $ 850
Cash paid during the period for taxes $ 159 $ 7,089
See notes to condensed consolidated financial statements.
NBTY, INC. and SUBSIDIARIES
NOTES to CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands, except per share amounts)
1. Principles of consolidation and basis of presentation
The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. All intercompany accounts and
transactions have been eliminated.
In the opinion of the Company, the unaudited condensed consolidated
financial statements contain all adjustments necessary to present fairly its
financial position as of December 31, 2000 and its results of operations for
the three months ended December 31, 2000 and 1999 and statements of cash
flows for the three months ended December 31, 2000 and 1999. The condensed
consolidated balance sheet as of September 30, 2000 has been derived from
the audited balance sheet as of that date. The results of operations for the
three months ended December 31, 2000 and statements of cash flows for the three
months ended December 31, 2000 are not necessarily indicative of the results to
be expected for the full year. This report should be read in conjunction with
the Company's annual report filed on Form 10-K for the fiscal year ended
September 30, 2000.
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities and
disclosures of contingent assets and liabilities at the date of the
financial statements and reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
Reclassifications
Certain reclassifications have been made to conform prior year amounts to
the current year presentation.
New accounting standards
Effective October 1, 2000, the Company adopted SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities". As the Company has
determined, it does not have any derivative or hedging activities, and
accordingly, the adoption of SFAS N0. 133 did not affect the Company's
position or results of operations as of and for the three months ended
December 31, 2000.
In December 1999, the Securities and Exchange Commission staff issued
Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements," ("SAB 101"). SAB 101 does not change existing revenue
recognition rules, but rather addresses and clarifies existing rules and
their application. SAB 101 is effective for the Company beginning July 1,
2001 or fourth quarter of fiscal 2001. Management is currently assessing
the impact of SAB 101 on the Company's results of operations and financial
position.
During 2000, the Emerging Issues Task Force ("EITF") issued EITF 00-14,
"Accounting for Certain Sales Incentives", which addresses the
recognition, measurement and income statement classification for sales
incentives offered voluntarily without charge to customers that can be
used in, or that are exercisable by a customer as a result of, a single
exchange transaction. EITF 00-14 requires that costs relating to sales
incentives, be classified as a reduction of revenue, and not in marketing
or selling expenses. The Company will adopt EITF 00-14 effective April 1,
2001. Management does not believe that the adoption of EITF 00-14 will
have a material impact on the Company's results of operations or
presentation thereof.
2. Comprehensive earnings
Comprehensive income for the Company includes net income and the effects of
foreign currency translation, which are charged or credited to the
cumulative translation adjustment account within stockholders' equity.
Comprehensive earnings for the three months ended December 31, 2000 and 1999
are as follows:
For the three months
ended December 31,
--------------------
2000 1999
---- ----
Net income $ 639 $ 8,417
Changes in cumulative
translation adjustment 2,373 (3,336)
-------------------
Comprehensive earnings $3,012 $ 5,081
===================
Accumulated other comprehensive earnings (loss), which is classified as a
separate component of stockholders' equity, is comprised of cumulative
translation adjustments of $(10,479) and $(12,852) at December 31, 2000 and
September 30, 2000, respectively.
3. Inventories
Inventories have been estimated using the gross profit method for the
interim periods. The components of the inventories are as follows:
December 31, September 30,
2000 2000
------------ -------------
Raw materials and
Work-in-process $ 46,614 $ 45,083
Finished goods 97,102 85,658
------------------------
$143,716 $130,741
========================
4. Earnings per share (EPS)
Basic EPS computations are based on the weighted average number of common
shares outstanding during the three month periods ended December 31, 2000
and 1999. Diluted EPS include the dilutive effect of outstanding stock
options, if exercised. The following is a reconciliation between the basic
and diluted EPS:
For the three months
December 31,
--------------------
2000 1999
---- ----
Numerator:
Numerator for basic EPS --
Income available
to common stockholders $ 639 $ 8,417
===================
Numerator for diluted EPS --
Income available
to common stockholders $ 639 $ 8,417
===================
Denominator:
Denominator for basic EPS --
Weighted average shares 67,064 66,125
Effect of dilutive securities:
Stock options 190 1,894
-------------------
Denominator for diluted EPS --
Weighted average shares 67,254 68,019
===================
Net EPS:
Basic EPS $ 0.01 $ 0.13
===================
Diluted EPS $ 0.01 $ 0.12
===================
5. Stock options:
During the three months ended December 31, 1999, options were exercised with
45 shares of common stock issued to an executive for cash of $14. As a
result of the exercise of those options, the Company expects to receive a
compensation deduction for tax purposes of approximately $352 and a tax
benefit of approximately $138.
6. Segment Information:
The Company's segments are organized by sales market on a worldwide basis.
The Company's management reporting system evaluates performance based on a
number of factors; however, the primary measure of performance is the pretax
operating income of each segment. Accordingly, the Company reports four
worldwide segments: Puritan's Pride/Direct Response, Retail: United States
and United Kingdom, and Wholesale. All of the Company's products fall into
one of these four segments. The Puritan's Pride/Direct Response segment
generates revenue through the sale of its products primarily through mail
order catalog and the internet. Catalogs are strategically mailed to
customers who order by mail or phoning customer service representatives in
New York, Illinois and the United Kingdom. The Retail United States segment
generates revenue through the sale of proprietary brand and third-party
products through its 500 Company-operated stores. The Retail United Kingdom
segment generates revenue through the sales of proprietary brand and third-
party products in 440 Company-operated stores. The Wholesale segment
(including Network Marketing) is comprised of several divisions each
targeting specific market groups. These market groups include wholesalers,
distributors, chains, pharmacies, health food stores, bulk and international
customers.
The following table represents key financial information of the Company's
business segments (in thousands):
Three months ended
December 31,
--------------------
2000 1999
---- ----
Puritan's Pride/Direct Response
Revenue $ 27,834 $ 29,235
Operating income 6,012 5,325
Depreciation and amortization 1,101 340
Identifiable assets 72,208 33,473
Retail:
United States
Revenue $ 38,754 $ 34,330
Operating (loss) (12,145) (3,495)
Depreciation and amortization 3,573 2,275
Identifiable assets 81,760 58,559
United Kingdom
Revenue $ 60,581 $ 71,223
Operating income 11,937 12,146
Depreciation and amortization 3,221 3,238
Identifiable assets 210,744 219,832
Wholesale
Revenue $ 39,660 $ 36,384
Operating income 1,432 6,344
Depreciation and amortization 232 188
Identifiable assets 26,556 15,270
Corporate
Operating (loss) $ (2,452)
Depreciation and amortization 2,639 $ 2,301
Manufacturing identifiable
assets 220,064 220,958
Consolidated totals
Revenue $166,829 $171,172
Operating income 4,784 18,019
Depreciation and amortization 10,766 8,342
Interest expense, net (4,971) (3,991)
Income taxes 399 5,611
Net income 639 8,417
Identifiable assets 611,332 548,092
NBTY, INC. and SUBSIDIARIES
MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL
CONDITION and RESULTS of OPERATIONS
(In thousands, except per share amounts)
Results of Operations:
The following table sets forth income statement data of the Company as a
percentage of net sales for the periods indicated:
Three months
Ended
December 31,
----------------
2000 1999
---- -----
Net sales 100.0% 100.0%
Costs and expenses:
Cost of sales 44.7 47.3
Catalog printing, postage and promotion 9.3 4.9
Selling, general and administrative 43.2 37.3
Recovery of raw materials cost (.1)
----------------
97.1 89.5
----------------
Income from operations 2.9 10.5
Other income (expenses), net (2.3) (2.3)
----------------
Income before income taxes .6 8.2
Income taxes .2 3.3
----------------
Net income .4% 4.9%
================
For the three months ended December 31, 2000 compared to
the three months ended December 31, 1999:
Net sales. Net sales in the first quarter ended December 31, 2000 were $166,829
compared with $171,172 for the prior comparable period, a decrease of $4,343 or
2.5%. Puritan's Pride/Direct Response sales were $27,834, compared to $29,235
for the prior comparable period (decrease of $1,401 or 4.8%), wholesale sales
were $39,660 compared to $36,384 (increase of $3,276 or 9.0%), U.S. retail
sales were $38,754 compared to $34,330 (increase of $4,424 or 12.9%) and U.K.
retail sales were $60,581 compared to $71,223 (decrease of $10,642 or 14.9%).
Revenue increases in the wholesale market segment are attributed to a new
product introduction and greater market share to mass merchandisers. The
Company operated 500 stores in the U.S. and 440 stores in the U.K. as of
December 31, 2000 compared to 380 stores in the U.S. and 424 in the U.K. as of
December 31, 1999. Sales growth in the U.S. retail channel reflected the
greater number of stores compared to last year. U.S. comparable store sales for
stores open more than one year decreased $3,618 or 10.9%.
Costs and expenses. Cost of sales as a percentage of sales were 44.7% for 2000
and 47.3% for 1999. The decrease is due, in part, to lower manufacturing costs
and higher gross profits from increased usage of NBTY sourced products in the
Holland & Barrett UK operations.
Catalog printing, postage, and promotion expenses were $15,710 in 2000, an
increase of $7,424 (89.6% increase) from $8,286 in 1999. This increase was due
primarily to the Flex-A-Min advertising campaign and Vitamin World's Savings
Passport Card program. As a percentage of sales, expenses were 9.4% for the
current quarter and 4.8% for the prior comparable quarter.
Selling, general and administrative expenses were $72,031 for the quarter, or
43.2%, as a percentage of sales, compared with $63,924 or 37.3% as a percentage
of sales for the prior comparable quarter, an increase of $8,107 (12.7%
increase). The largest categories and increases are salaries and rent expense
which increased primarily due to the U.S. retail store expansion program.
Interest expense. Interest expense was $4,971, an increase of $286 compared to
$4,685 during the prior comparable quarter. The major components are interest
on Senior Subordinated Notes associated with the Holland & Barrett acquisition,
the Credit and Guarantee Agreement (CGA) used for the stock repurchase and for
capital expenditures. Interest expense increased primarily due to the
additional borrowings to fund the share repurchase program.
Income before income taxes was $1,038 for 2000 and $14,028 for 1999. After
income taxes, the Company had a net profit of $639 (or basic earnings per share
of $0.01, diluted earnings per share of $0.01) for the three month period ended
December 31, 2000, and $8,417 (or basic earnings per share of $0.13, diluted
earnings per share of $0.12) for the three months ended December 31, 1999.
Liquidity and Capital Resources
Working capital was $112.5 million at December 31, 2000, compared with
$100.1 million at September 30, 2000, an increase of $12.4 million.
In April 1999, the Company entered into an amended and restated Credit and
Guarantee Agreement (CGA) which expires September 30, 2003 for $135,000.
On July 17, 2000, the CGA was amended to $149,300. The CGA is comprised of
two revolving credit agreements of $50,000 each and a term loan of
$49,300. At December 31, 2000, there were borrowings of $75,600 under this
facility at an annual borrowing rate of 7.81%. The CGA provides that loans
be made under a selection of rate formulas, including prime or Euro
currency rates. Virtually all of the company's assets are collateralized
under the CGA. In addition, the Company is subject to maintenance of
various financial ratios and covenants.
In connection with the August 1997 acquisition of Holland & Barrett, the
Company issued $150 million 8-5/8% senior subordinated Notes ("Notes") due
in 2007. The Notes are unsecured and subordinated in right of payment for
all existing and future indebtedness of the Company.
The Company believes that existing cash balances, internally-generated
funds from operations and amounts available under the CGA will provide
sufficient liquidity to satisfy the Company's working capital needs for
the next 12 months and to finance anticipated capital expenditures
incurred in the normal course of business.
Net cash used in operating activities was $7.1 million in 2000 and provided
by operating activities was $27.3 million in 1999. The change is primarily
due to an increase in inventories and a decrease in net income. Net cash
used in investing activities was $5.7 million in 2000 and $13.8 million in
1999 primarily due to retail stores and plant expansion programs. Net cash
provided by financing activities was $8.1 million in 2000 primarily due to
an additional borrowing of $27 million offset by the purchase of treasury
stock. Net cash used in financing activities was $2.1 million in 1999 due
mainly to borrowings under the CGA.
Management believes that inflation did not have a significant impact on its
operations.
New Accounting Standards
Effective October 1, 2000, the Company adopted SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities". As the Company has
determined, it does not have any derivative or hedging activities, and
accordingly, the adoption of SFAS N0. 133 did not affect the Company's
financial position or results of operations as of and for the three months
ended December 31, 2000.
In December 1999, the Securities and Exchange Commission staff issued
Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements," ("SAB 101"). SAB 101 does not change existing revenue
recognition rules, but rather addresses and clarifies existing rules and
their application. SAB 101 is effective for the Company beginning July 1,
2001 or fourth quarter of fiscal 2001. Management is currently assessing
the impact of SAB 101 on the Company's results of operations and financial
position.
During 2000, the Emerging Issues Task Force ("EITF") issued EITF 00-14,
"Accounting for Certain Sales Incentives", which addresses the
recognition, measurement and income statement classification for sales
incentives offered voluntarily without charge to customers that can be
used in, or that are exercisable by a customer as a result of, a single
exchange transaction. EITF 00-14 requires that costs relating to sales
incentives, be classified as a reduction of revenue, and not in marketing
or selling expenses. The Company will adopt EITF 00-14 effective April 1,
2001. Management does not believe that the adoption of EITF 00-14 will
have a material impact on the Company's results of operations or
presentation thereof.
This filing contains certain forward-looking statements and information that
are based on the beliefs of management, as well as assumptions made by and
information currently available to the Company's management. When used in
this document, the words "anticipate," "believe," "estimate," and "expect"
and similar expressions, as they relate to the Company are intended to
identify forward-looking statements. Such statements reflect the current
views of the Company with respect to future events and are subject to
certain risks, uncertainties and assumptions. Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those described herein as
anticipated, believed, estimated or expected. The Company does not intend to
update these forward-looking statements.
NBTY, INC. AND SUBSIDIARIES
PART II OTHER INFORMATION
(Unaudited)
Item 1. Legal Proceedings
Not applicable.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
There was no Form 8-K filed during the first quarter of the fiscal year
ending September 30, 2001.
NBTY, INC. and SUBSIDIARIES
SIGNATURE
---------
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 there unto duly authorized.
NBTY, INC.
Date February 12, 2001 /s/ Harvey Kamil
Harvey Kamil, Executive Vice
President, Secretary
(Principal Financial
and Accounting Officer)