UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-Q

|ý                                              | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|---------------------------------------------- | ----------------------------------------------------------------------------------------
|For the quarterly period ended August 31, 2002
|o                                              | TRANSITION REPORT PURSUANT TO SECTION 12 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period from
 to
.          

Commission
file number: 001-14608

WEIDER NUTRITION INTERNATIONAL, INC.(Exact name of Registrant as specified in its charter)

Delaware

87-0563574(State or other jurisdiction
of incorporation or organization)

(I.R.S. Employer
Identification No.)2002 South 5070 West
Salt Lake City, Utah

84104-4726(Address of principal executive offices)

(Zip Code)


Registrant's
telephone number, including area code: (801) 975-5000

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 ý    No o

The
number of shares outstanding of the Registrant's common stock is 26,889,436 (as of October 14, 2002).

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES        CONDENSED CONSOLIDATED BALANCE SHEETS        (in thousands, except share data)

|                                     |                                                                                                                                       | August 31,
2002            |                                            | May 31,
2002 |       
|------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------------------------------------------ | ------------ | ------
|
|ASSETS                               |                                                                                                                                       |                            |                                            |              |       
|Current assets:                      |                                                                                                                                       |                            |                                            |              |       
|                                     | Cash and cash equivalents                                                                                                             |                            | $                                          | 3,171        |       
|                                     | Receivables, net                                                                                                                      |                            |                                            | 42,293       |       
|                                     | Inventories                                                                                                                           |                            |                                            | 33,654       |       
|                                     | Prepaid expenses and other                                                                                                            |                            |                                            | 1,784        |       
|                                     | Deferred taxes                                                                                                                        |                            |                                            | 3,049        |       
|                                     | Net assets held for sale                                                                                                              |                            |                                            |             |       
|                                     |                                                                                                                                       |                            |                                            |              |       
|                                     |                                                                                                                                       | Total current assets       |                                            |              | 83,951
|                                     |                                                                                                                                       |                            |                                            |              |       
|Property and equipment, net          |                                                                                                                                       |                            | 29,656                                     |              |       
|                                     |                                                                                                                                       |                            |                                            |              |       
|Other assets:                        |                                                                                                                                       |                            |                                            |              |       
|                                     | Intangible assets, net                                                                                                                |                            |                                            | 9,691        |       
|                                     | Deposits and other assets                                                                                                             |                            |                                            | 3,614        |       
|                                     | Notes receivable related to stock performance units, net                                                                              |                            |                                            | 2,911        |       
|                                     | Deferred taxes                                                                                                                        |                            |                                            | 3,436        |       
|                                     | Net assets held for sale                                                                                                              |                            |                                            |             |       
|                                     |                                                                                                                                       |                            |                                            |              |       
|                                     |                                                                                                                                       | Total other assets         |                                            |              | 19,652
|                                     |                                                                                                                                       |                            |                                            |              |       
|                                     |                                                                                                                                       |                            | Total assets                               |              | $     
|                                     |                                                                                                                                       |                            |                                            |              |       
|LIABILITIES AND STOCKHOLDERS' EQUITY |                                                                                                                                       |                            |                                            |              |       
|Current liabilities:                 |                                                                                                                                       |                            |                                            |              |       
|Accounts payable                     |                                                                                                                                       | $                          | 21,077                                     |              | $     
|                                     | Accrued expenses                                                                                                                      |                            |                                            | 16,091       |       
|                                     | Current portion of long-term debt                                                                                                     |                            |                                            | 23,647       |       
|                                     |                                                                                                                                       |                            |                                            |              |       
|                                     |                                                                                                                                       | Total current liabilities  |                                            |              | 60,815
|                                     |                                                                                                                                       |                            |                                            |              |       
|Long-term debt                       |                                                                                                                                       |                            | 6,227                                      |              |       
|                                     |                                                                                                                                       |                            |                                            |              |       
|Deferred taxes                       |                                                                                                                                       |                            |                                           |              |       
|                                     |                                                                                                                                       |                            |                                            |              |       
|Commitments and contingencies        |                                                                                                                                       |                            |                                            |              |       
|Stockholders' equity:                |                                                                                                                                       |                            |                                            |              |       
|                                     | Preferred stock, par value $.01 per share; shares authorized-10,000,000; no shares issued and outstanding                             |                            |                                            |             |       
|                                     | Class A common stock, par value $.01 per share; shares authorized-50,000,000; shares issued and outstanding-11,916,288 and 11,276,288 |                            |                                            | 119          |       
|                                     | Class B common stock, par value $.01 per share; shares authorized-25,000,000; shares issued and outstanding-14,973,148                |                            |                                            | 150          |       
|                                     | Additional paid-in capital                                                                                                            |                            |                                            | 86,942       |       
|                                     | Deferred compensation costs                                                                                                           |                            |                                            | (1,037       | )     
|                                     | Other accumulated comprehensive loss                                                                                                  |                            |                                            | (4,045       | )     
|                                     | Retained deficit                                                                                                                      |                            |                                            | (15,912      | )     
|                                     |                                                                                                                                       |                            |                                            |              |       
|                                     |                                                                                                                                       | Total stockholders' equity |                                            |              | 66,217
|                                     |                                                                                                                                       |                            |                                            |              |       
|                                     |                                                                                                                                       |                            | Total liabilities and stockholders' equity |              | $     
|                                     |                                                                                                                                       |                            |                                            |              |       

See notes to condensed consolidated financial statements.

2

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WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES        CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS        (in thousands, except share data)

(unaudited)

|                                                                        |                                                                              | Three Months Ended
August 31, |        
|----------------------------------------------------------------------- | ---------------------------------------------------------------------------- | ----------------------------- | -------
|
|Net sales                                                               |                                                                              | $                             | 76,164 
|Cost of goods sold                                                      |                                                                              |                               | 45,982 
|                                                                        |                                                                              |                               |        
|Gross profit                                                            |                                                                              |                               | 30,182 
|                                                                        |                                                                              |                               |        
|Operating expenses:                                                     |                                                                              |                               |        
|                                                                        | Selling and marketing                                                        |                               |        
|                                                                        | General and administrative                                                   |                               |        
|                                                                        | Research and development                                                     |                               |        
|                                                                        | Amortization of intangible assets                                            |                               |        
|                                                                        |                                                                              |                               |        
|                                                                        |                                                                              | Total operating expenses      |        
|                                                                        |                                                                              |                               |        
|Income from operations                                                  |                                                                              |                               | 8,240  
|                                                                        |                                                                              |                               |        
|Other income (expense):                                                 |                                                                              |                               |        
|                                                                        | Interest income                                                              |                               |        
|                                                                        | Interest expense                                                             |                               |        
|                                                                        | Other                                                                        |                               |        
|                                                                        |                                                                              |                               |        
|                                                                        |                                                                              | Total other expense, net      |        
|                                                                        |                                                                              |                               |        
|Income before income taxes (benefit)                                    |                                                                              |                               | 7,481  
|Provision for income taxes (benefit)                                    |                                                                              |                               | 2,993  
|                                                                        |                                                                              |                               |        
|Net income (loss) before cumulative effect                              |                                                                              |                               |        
|of change in accounting principle                                       |                                                                              |                               | 4,488  
|Cumulative effect of change in accounting principle, net of tax benefit |                                                                              |                               | (15,392
|                                                                        |                                                                              |                               |        
|Net loss                                                                |                                                                              | $                             | (10,904
|                                                                        |                                                                              |                               |        
|Weighted average shares outstanding:                                    |                                                                              |                               |        
|                                                                        | Basic                                                                        |                               |        
|                                                                        |                                                                              |                               |        
|                                                                        | Diluted                                                                      |                               |        
|                                                                        |                                                                              |                               |        
|Net income (loss) per sharebasic and diluted:                          |                                                                              |                               |        
|                                                                        | Net income (loss) before cumulative effect of change in accounting principle |                               | $      
|                                                                        | Cumulative effect of change in accounting principle                          |                               |        
|                                                                        |                                                                              |                               |        
|                                                                        | Net loss                                                                     |                               | $      
|                                                                        |                                                                              |                               |        

See
notes to condensed consolidated financial statements.

3

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WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS        (in thousands, except share data)

(unaudited)

|                                               |                                                                                 | Three Months Ended
August 31,                                                   |                                                    
|---------------------------------------------- | ------------------------------------------------------------------------------- | ------------------------------------------------------------------------------- | ---------------------------------------------------
|
|Cash flows from operating activities:          |                                                                                 |                                                                                 |                                                    
|                                               | Net loss                                                                        |                                                                                 | $                                                  
|                                               | Adjustments to reconcile net loss to net cash provided by operating activities: |                                                                                 |                                                    
|Provision for (recovery of) bad debts          |                                                                                 |                                                                                 | 285                                                
|                                               |                                                                                 | Deferred taxes                                                                  |                                                    
|                                               |                                                                                 | Depreciation, amortization and asset impairment                                 |                                                    
|                                               |                                                                                 | Amortization and write-off of financing fees, including original issue discount |                                                    
|                                               | Changes in operating assets and liabilities:                                    |                                                                                 |                                                    
|                                               |                                                                                 | Receivables                                                                     |                                                    
|                                               |                                                                                 | Inventories                                                                     |                                                    
|                                               |                                                                                 | Prepaid expenses and other                                                      |                                                    
|                                               |                                                                                 | Deposits and other assets                                                       |                                                    
|                                               |                                                                                 | Accounts payable                                                                |                                                    
|                                               |                                                                                 | Accrued expenses                                                                |                                                    
|                                               |                                                                                 |                                                                                 |                                                    
|                                               |                                                                                 |                                                                                 | Net cash provided by operating activities          
|                                               |                                                                                 |                                                                                 |                                                    
|Cash flows from investing activities:          |                                                                                 |                                                                                 |                                                    
|                                               |                                                                                 | Purchase of property and equipment                                              |                                                    
|                                               |                                                                                 | Purchase of intangibles                                                         |                                                    
|                                               |                                                                                 | Proceeds from disposition of assets held for sale                               |                                                    
|                                               |                                                                                 | Proceeds from sale of available-for-sale securities                             |                                                    
|                                               |                                                                                 |                                                                                 |                                                    
|                                               |                                                                                 |                                                                                 | Net cash provided by (used in) investing activities
|                                               |                                                                                 |                                                                                 |                                                    
|Cash flows from financing activities:          |                                                                                 |                                                                                 |                                                    
|                                               |                                                                                 | Dividends paid                                                                  |                                                    
|                                               |                                                                                 | Net change in revolving line-of-credit                                          |                                                    
|                                               |                                                                                 | Proceeds from debt                                                              |                                                    
|                                               |                                                                                 | Payments on debt                                                                |                                                    
|                                               |                                                                                 |                                                                                 |                                                    
|                                               |                                                                                 |                                                                                 | Net cash provided by (used in) financing activities
|                                               |                                                                                 |                                                                                 |                                                    
|Effect of exchange rate changes on cash        |                                                                                 |                                                                                 | 167                                                
|                                               |                                                                                 |                                                                                 |                                                    
|Increase in cash and cash equivalents          |                                                                                 |                                                                                 | 759                                                
|Cash and cash equivalents, beginning of period |                                                                                 |                                                                                 | 2,412                                              
|                                               |                                                                                 |                                                                                 |                                                    
|Cash and cash equivalents, end of period       |                                                                                 | $                                                                               | 3,171                                              
|                                               |                                                                                 |                                                                                 |                                                    

See
notes to condensed consolidated financial statements.

4

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WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS        (in thousands, except share data)        (unaudited)

1. BASIS OF PRESENTATION AND OTHER MATTERS

The accompanying unaudited interim condensed consolidated financial statements("interim financial statements") do not include all disclosures provided in our
annual consolidated financial statements. These interim financial statements should be read in conjunction with the consolidated financial statements and the footnotes thereto contained in our Annual
Report on Form 10-K for the year ended May 31, 2002 as filed with the Securities and Exchange Commission. The May 31, 2002 consolidated balance sheet was derived from
audited financial statements, but all disclosures required by generally accepted accounting principles are not provided in the accompanying footnotes. We are a majority-owned subsidiary of Weider
Health and Fitness ("WHF").

In
our opinion, the accompanying interim financial statements contain all adjustments (which are of a normal recurring nature) necessary for a fair presentation of our financial position
and results of operations. Certain prior period amounts have been reclassified to conform with the current interim period presentation. The results of operations and cash flows for any interim period
are not necessarily indicative of the results of operations and cash flows that we may achieve for any other interim period or for the entire year.

Effective
August 16, 2002, we issued 640,000 restricted shares of Class A common stock to certain officers and employees. The aggregate valuation of the restricted shares
was approximately $1.0 million which will be expensed over the accompanying five-year vesting period.

On
July 26, 2002, we sold substantially all of the assets and certain associated liabilities, included in net assets held-for-sale in the accompanying
condensed consolidated balance sheet at May 31, 2002, relating to our American Body Building and Science Foods® brands. The impact of the sale on the fiscal 2003 first
quarter operating results was not significant.

Effective
June 1, 2002, we adopted Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets", which establishes new accounting
and reporting standards for goodwill and other intangible assets. (See Note 4 to Condensed Consolidated Financial Statements).

Effective
March 1, 2002, we adopted Emerging Issues Task Force No. 01-9 ("EITF No. 01-9") and reclassified prior period amounts to apply its
provisions in the accompanying financial statements. While the adoption of EITF No. 01-9 did not impact our overall results of operations, gross profit for the fiscal 2002 first
quarter decreased approximately $6.6 million and selling and marketing expenses decreased by a similar amount.

5

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2. RECEIVABLES, NET

Receivables, net, consist of the following:

August 31,
2002

May 31,
2002Trade accounts

$
47,042

$
46,567Other, including income taxes


4,438


7,58651,480


54,153Less allowance for doubtful accounts and sales returns


(9,187
)

(9,566
)Total

$
42,293

$
44,587


3. INVENTORIES

Inventories consist of the following:

August 31,
2002

May 31,
2002Raw materials

$
10,554

$
11,275Work in process


1,559


2,208Finished goods


21,541


15,749Total

$
33,654

$
29,232


4. INTANGIBLE ASSETS, NET

SFAS No. 142 requires that goodwill and other intangible assets with indefinite useful lives not be amortized but, instead, tested for impairment at least
annually. Accordingly, effective June 1, 2002, we stopped amortizing goodwill, which is our only intangible asset with an indefinite useful life. We continue to amortize other intangible
assets, consisting primarily of patents and trademarks, using the straight line method over their estimated useful lives of five to twenty years.

Intangible
assets, net, consist of the following:

August 31, 2002

May 31, 2002Gross Carrying Amount

Accumulated Amortization

Gross Carrying Amount

Accumulated AmortizationPatents and trademarks

$
8,852

$
(3,507
)
$
8,388

$
(3,153
)Goodwill


4,346





40,354


(12,687
)$
13,198

$
(3,507
)
$
48,742

$
(15,840
)


Amortization
expense for the fiscal 2003 first quarter was $221. Estimated amortization expense, assuming no changes in our intangible assets, for each of the five succeeding
fiscal years, beginning with fiscal 2003, is $622 (2003), $407 (2004), $373 (2005), $370 (2006), and $347 (2007).

6

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Upon
the implementation of the new accounting standard, we tested goodwill for impairment by comparing the carrying amount, including goodwill, for each of our business units at
June 1, 2002 to the fair value for each of the business units. We assessed the fair value of the business units by evaluating their current cash flows in comparison to our overall market
capitalization. Based on this comparison, we concluded that the net book carrying value for two of our business units, Active Nutrition and Haleko, exceeded their respective fair values. For those two
reporting units, we then compared the implied fair value of their respective goodwill to their respective net book carrying values to determine the asset impairment amount. Based on this comparison,
effective June 1, 2002, we recognized an impairment loss of $23.3 million, or an after-tax charge of $15.4 million, as a cumulative effect of a change in accounting
principle.

The
changes in the carrying amount of goodwill, broken down by business unit, for fiscal 2002 and the fiscal 2003 first quarter are as follows:

Schiff® Specialty

Active Nutrition

Haleko

TotalBalance at June 1, 2001

$
4,851

$
9,258

$
21,975

$
36,084Amortization


(505
)

(1,225
)

(685
)

(2,415
)Impairment loss





(6,193
)




(6,193
)Currency translation and other





3


188


191Balance at May 31, 2002


4,346


1,843


21,478


27,667Impairment loss





(1,843
)

(21,478
)

(23,321
)Balance at August 31, 2002

$
4,346

$


$


$
4,346


Actual
results of operations for the three months ending August 31, 2002 and 2001, and proforma results of operations, had we applied the non-amortization
provisions of SFAS No. 142 for three months ending August 31, 2001 are as follows:

2002

2001Reported net income (loss) before cumulative effect of change in accounting principle

$
4,488

$
(352
)Add back goodwill amortization, net of tax





344Adjusted net income (loss) before cumulative effect of change in accounting principle


4,488


(8
)Cumulative effect of change in accounting principle, net of tax benefit


(15,392
)

Adjusted net loss

$
(10,904
)
$
(8
)


7

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Net income (loss) per sharebasic and diluted:Reported net income (loss) before cumulative effect of change in accounting principle

$
0.17

$
(0.01
)Add back goodwill amortization, net of tax





0.01Adjusted net income (loss) before cumulative effect of change in accounting principle


0.17


Cumulative effect of change in accounting principle, net of tax benefit


(0.59
)

Adjusted net loss

$
(0.42
)
$



5. OPERATING SEGMENTS

During fiscal 2002, we reorganized our operations, previously reported as domestic and international segments, into three business units. These business units are
the Schiff® Specialty Unit, the Active Nutrition Unit and the Haleko Unit (our primary European subsidiary). The business units are managed independently, each with its own sales and
marketing resources, and supported by product research and development, operations and technical services, and administrative functions.

We
manufacture and market nutritional products, including a full line of vitamins, joint-related and other nutraceuticals through our Schiff® Specialty Unit.
Schiff® Specialty products are marketed primarily in the United States through mass-market distribution channels. We manufacture and market a variety of sports nutrition and
weight management products through our Active Nutrition Unit. Active Nutrition Unit products are marketed domestically and internationally primarily through mass market and health club and gym
distribution channels. We also manufacture and market nutritional and other products, including a full line of sports nutrition supplements and sportswear, together with certain other nutraceuticals
within our Haleko Unit. Haleko Unit products are marketed primarily in Europe through mass market and health club and gym distribution channels.

The
accounting policies of these business units are the same as those described in Note 1 to the consolidated financial statements in our Annual Report on
Form 10-K. We evaluate the performance of our business units based on actual and expected operating results of the respective business units. Certain domestic assets are not
allocated to the Schiff® Specialty and Active Nutrition Units. Accordingly, asset segment information is provided on a total domestic and non-domestic basis consistent with the
manner in which management evaluates the business.

8

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Segment
information for the fiscal 2003 and 2002 first quarters is summarized as follows:

Net
Sales

Income
(Loss)
From
Operations

Interest
Expense2003:Schiff® Specialty

$
41,248

$
7,849

$
686Active Nutrition


11,865


939


81Haleko


24,004


(548
)

319Eliminations


(953
)




$
76,164

$
8,240

$
1,0862002:Schiff® Specialty

$
40,607

$
4,927

$
1,393Active Nutrition


15,532


(837
)

377Haleko


25,393


(2,849
)

448Eliminations


(828
)




$
80,704

$
1,241

$
2,218


Reconciliation
of total assets for domestic and international operations is as follows:

August 31,
2002

May 31,
2002Total domestic assets

$
139,345

$
155,471Total international assets


53,926


68,862Eliminations


(60,012
)

(65,690
)Total

$
133,259

$
158,643


Capital
expenditures for domestic and international operations were $201 and $201, respectively, for fiscal 2003 first quarter, and $401 and $121, respectively, for fiscal 2002 first
quarter.

6. SALES TO MAJOR CUSTOMERS

Our two largest customers accounted for approximately 45% and 46% of net sales for the fiscal 2003 and 2002 first quarters, respectively. At August 31,
2002 and May 31, 2002, amounts due from these customers represented approximately 34% and 39%, respectively, of total trade accounts receivable.

7. CONTINGENCIES

We are currently named as a defendant in three lawsuits alleging that consumption of certain of our former products containing ephedra caused injuries and damages
to certain individuals. We dispute

9

---

the allegations and have tendered the matters to our insurance carriers, which have assumed the defense of the matters.

We
are also currently named as a defendant, along with numerous other dietary supplement companies, in purported class actions in certain state courts alleging that the defendants sold
androstenedione and other purportedly similar products in violation of certain statutes and utilizing false and misleading claims and advertising. We dispute the allegations and are opposing the
lawsuits.

In
September 2002, we were named as a defendant in a California state court alleging unfair business practices regarding the inclusion of Vitamin D in certain of our nutrition bar
products. Similar lawsuits have been filed against other companies regarding the sale of nutrition bar products. We dispute the allegations and are opposing the lawsuit.

From
time to time, we are involved in other claims, legal actions and governmental proceedings that arise from our business operations. Although ultimate liability cannot be determined
at the present time, we believe that liability resulting from these matters, if any, after taking into consideration our insurance coverage, will not have a material adverse effect on our financial
position or cash flows.

8. RECENTLY ISSUED ACCOUNTING STANDARDS

Effective June 1, 2002, we adopted SFAS No. 144, "Accounting for the Impairment on Disposal of Long-Lived Assets," which supercedes SFAS
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." SFAS No. 144 removes goodwill from its scope and
retains the requirements of SFAS No. 121 regarding the recognition of impairment losses on long-lived assets held for use. SFAS No. 144 also supercedes the accounting and
reporting provisions of APB Opinion No. 30, "Reporting the Results of OperationsReporting the Effects of Disposal of Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions," for the disposal of a segment of a business. The adoption of SFAS No. 144 did not impact our consolidated financial statements.

In
June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated With Exit or Disposal Activities," which requires that a liability for a cost associated with
an exit or disposal activity be
recognized when the liability is incurred and nullifies EITF No. 94-3. SFAS No. 146 is effective for any exit or disposal activities occurring after December 31, 2002.
We have not determined the impact, if any, SFAS No. 146 will have on our consolidated financial statements.

10

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the consolidated financial statements, including the notes
thereto, appearing elsewhere in this Quarterly Report on Form 10-Q. Except for the historical information contained herein, the matters discussed in this Quarterly Report contain
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based
on management's beliefs and assumptions, current expectations, estimates, and projections. Statements that are not historical facts, including without limitation statements which are preceded by,
followed by or include the words "believes," "anticipates," "plans," "expects," "estimates," "may," "should" or similar expressions are forward-looking statements. These statements are subject to
risks and uncertainties, certain of which are beyond our control, and, therefore, actual results may differ materially.

Important
factors that may affect future results include, but are not limited to: the inability to achieve cost savings and operational efficiencies through reorganization, dependence on
individual products, the inability to successfully restructure our Haleko business unit and make it profitable, dependence on individual customers, the impact of competitive products and pricing
(including private label), market and industry conditions (including pricing, demand for products, level of trade inventories and raw materials availability and pricing), the success of product
development and new product introductions into the marketplace, changes in laws and regulations, litigation and government regulatory action, lack of available product liability insurance for products
containing ephedra, uncertainty of market acceptance of new products, adverse publicity regarding the consumption of nutritional supplements, changes in accounting standards and other factors
discussed from time to time in our SEC reports, copies of which are available upon request from our investor relations department. We disclaim any obligation to update any forward-looking statements
whether as a result of new information, future events or otherwise.

General

Weider Nutrition International, Inc. develops, manufactures, markets, distributes and sells branded and private label nutritional supplements and sports
nutrition products in the United States and throughout the world. We offer a broad range of capsules and tablets, powdered drink mixes, ready-to-drink beverages and nutrition
bars consisting of approximately 800 stock keeping units ("SKUs") domestically and internationally. Our portfolio of brands, including Schiff®, Weider®, Tiger's
Milk®, Multipower® and Multaben are primarily marketed through mass market, health food store and health club and gym
distribution channels. We market our branded nutritional supplement products, both domestically and internationally, in four principal categories: specialty supplements, vitamins and minerals; sports
nutrition; weight management; and nutrition bars. We also market a line of sportswear in Europe, primarily in Germany, under the Venice Beach® brand.

Our
principal executive offices are located at 2002 South 5070 West, Salt Lake City, Utah 84104 and our telephone number is (801) 975-5000.

11

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Results of Operations (Unaudited)Three Months Ended August 31, 2002 Compared to Three Months Ended August 31, 2001

Net Sales.The following table shows comparative net sales results categorized by business unit on an actual basis and as a
percentage of total net sales for the respective interim periods:

2002

2001(dollars in thousands)Schiff® Specialty

$
41,248

54.2
%
$
40,607

50.3
%Active Nutrition


11,865

15.6


15,532

19.2Haleko


24,004

31.5


25,393

31.5Inter-business unit


(953
)
(1.3
)

(828
)
(1.0
)Total

$
76,164

100.0
%
$
80,704

100.0
%


Net
sales for the fiscal 2003 first quarter decreased $4.5 million, or 5.6%, to $76.2 million, from $80.7 million for the fiscal 2002 first quarter. The decrease in
net sales was attributable primarily to reduced net sales in our Active Nutrition and Haleko Units, partially offset by a moderate increase in Schiff® Specialty net sales.

Schiff®
Specialty net sales increased approximately 1.6% to $41.2 million for the fiscal 2003 first quarter, from $40.6 million for the fiscal 2002 first
quarter. The increase was primarily due to a greater amount of sales incentives and promotion costs classified as offsets to gross sales in the prior fiscal year quarter, compared to the current
fiscal year quarter. Net sales of Schiff® Move Free®, our leading branded product, amounted to $18.7 million for the fiscal 2003 first quarter, compared to
$19.6 million for the fiscal 2002 first quarter. The decrease in Move Free® sales was offset by an increase in capsule and tablet private label sales volume.

Active
Nutrition net sales decreased approximately 23.6% to $11.9 million for the fiscal 2003 first quarter, from $15.5 million for the fiscal 2002 first quarter. The
decrease is primarily attributable to a reduction in sales under our American Body Building® and Science Foods® brands, which were sold to an unaffiliated third party in
July 2002.

Haleko
net sales decreased approximately 5.5% to $24.0 million for the fiscal 2003 first quarter, from $25.4 million for the fiscal 2002 first quarter. The decrease
primarily resulted from a decline in private label sales volume.

Gross Profit.Gross profit increased approximately 13.6% to $30.2 million for the fiscal 2003 first quarter, from
$26.6 million for the fiscal 2002 first quarter. Gross profit, as a percentage of net sales, was 39.6% for the fiscal 2003 first quarter, compared to 32.9% for the fiscal 2002 first quarter.
The increase in the gross profit percentage was primarily attributable to change in product sales mix in the respective business units, cost efficiencies, including savings associated with prior year
business unit realignment and reductions in force, and a decrease in sales incentive costs classified as reductions in gross sales. As a result of changes in product sales mix, including lower margins
on private label sales volume and other factors, gross profit percentage may decrease in subsequent periods.

Operating Expenses.Operating expenses decreased approximately 13.3% to $21.9 million for the fiscal 2003 first
quarter, from $25.3 million for the fiscal 2002 first quarter. Operating expenses, as a percent of net sales, were 28.8% and 31.4%, respectively, for the fiscal 2003 and 2002 first quarters.
The reduction in operating expenses was primarily attributable to a decrease in selling and marketing expenses, lower net sales, including the sale of American Body Building® and Science
Foods®, and cost savings associated with the prior year business unit realignment.

Selling
and marketing expenses, including sales, marketing, advertising, freight and other costs, decreased approximately 15.1% to $14.0 million for the fiscal 2003 first quarter,
from $16.4 million for

12

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the fiscal 2002 first quarter. The decrease in selling and marketing expenses resulted primarily from decreased promotional costs due to the timing of promotions and discretionary marketing and
advertising spending.

General
and administrative expenses remained relatively constant at $6.7 million for the fiscal 2003 and 2002 first quarters. Research and development costs decreased primarily as
a result of a reduction in personnel costs associated with the prior year business unit realignment. The decrease in amortization of intangible assets resulted from adoption of SFAS No. 142
(see Note 4 to the Condensed Consolidated Financial Statements).

Other Expense.Other expense, net, was $0.8 million for the fiscal 2003 first quarter, compared to $2.4 million
for the fiscal 2002 first quarter. The decrease was primarily due to a reduction in interest expense resulting from an overall lower effective borrowing rate on less total indebtedness, and income
recognized in the fiscal 2003 first quarter on the sale of certain held-for-sale equity securities.

Provision for Income Taxes.Provision for income taxes amounted to a $3.0 million expense for the fiscal 2003 first
quarter, compared to a $0.8 million benefit for the fiscal 2002 first quarter. The change resulted primarily from the increase in pre-tax earnings and the net effect of tax rate
differences for our domestic and international operations.

Liquidity and Capital Resources.Working capital decreased $8.6 million to approximately $23.1 million at
August 31, 2002, from $31.7 million at May 31, 2002. The decrease in working capital resulted primarily from the sale of assets and certain liabilities of our American Body
Building® and Science Foods® brands and an increase in short-term borrowings.

We
entered into a senior credit facility (the "Credit Facility") with Bankers Trust Company, effective June 30, 2000, on behalf of our domestic subsidiaries. The Credit Facility
was originally comprised of a $30.0 million amortizing term loan and a $60.0 million revolving loan. Effective May 31, 2002, we amended the Credit Facility whereby the outstanding
balance of the term loan was reduced to
$11.1 million and the aggregate revolving loan availability was reduced. Under the revolving loan, as amended, we may borrow up to the lesser of $45.0 million or the sum of
(i) 85% of eligible accounts receivable and (ii) the lesser of $22.5 million or 65% of the eligible inventory. The Credit Facility contains customary terms and conditions,
including, among others, financial covenants regarding minimum cash flows and limitations on indebtedness and our ability to pay dividends under certain circumstances. Our obligations under the Credit
Facility are secured by a first priority lien on all owned or acquired tangible and intangible assets associated with our domestic subsidiaries. The Credit Facility is being used to fund our normal
working capital and capital expenditure requirements. Net proceeds from the sale of our American Body Building® and Science Foods® brands were used to repay a portion of the
outstanding indebtedness under the Credit Facility. At August 31, 2002, the outstanding balance of the revolving loan was $1.6 million, and available revolving loan funds were
approximately $23.1 million.

Our
domestic operations are also supported by a $5.0 million (originally $10.0 million) subordinated loan (the "Subordinated Loan") obtained in conjunction with the Credit
Facility. Effective May 31, 2002, we used funds available under our revolving loan to pay down $5.0 million of the Subordinated Loan. The Subordinated Loan contains customary terms and
conditions, including, among others, financial covenants regarding minimum cash flows and limitations on indebtedness and our ability to pay dividends under certain circumstances.

Our
European working capital needs (primarily our Haleko business unit) are supported by a Germany based secured credit facility (the "Haleko Facility") that renews annually in June. Our
obligations under the Haleko Facility are secured by a first priority lien on substantially all Haleko tangible and intangible assets. During June 2002, we renewed the Haleko Facility with
Deutsche Bank AG in the approximate amount of $20.0 million. At August 31, 2002, the outstanding balance of the

13

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Haleko Facility was $16.0 million (included in current portion of long-term debt) and available revolving loan funds were approximately $3.5 million.

We
believe that our cash flows from operations and the financing sources discussed above will be sufficient to meet our normal operation requirements during the next
twelve months. However, we continue to review opportunities to acquire or invest in companies, product rights and other investments that are compatible with our existing business. We could use
cash and financing sources discussed herein, or financing sources that subsequently become available, to fund additional acquisitions or investments. In addition, we may consider issuing additional
debt or equity securities in the future to fund potential acquisitions or growth, or to refinance existing debt. If a material acquisition or investment is completed, our operating results and
financial condition could change materially in future periods. However, no assurance can be given that additional funds will be available on satisfactory terms, or at all, to fund such activities.

In
February 2002, we announced the suspension of the $0.0375 quarterly dividend on our common stock. Our Board of Directors will determine dividend policy in the future based
upon, among other factors, results of operations, financial condition, contractual restrictions and other factors deemed relevant at the time. In addition, our credit facilities contain certain
customary financial covenants that
may limit our ability to pay common stock dividends. We can give no assurance that we will pay dividends in the future.

A
summary of our outstanding long-term debt and operating lease contractual obligations at August 31, 2002 is as follows (in thousands):

Contractual
Cash Obligations

Total
Amounts
Committed

Less than
1 Year

1-3 Years

4-5 Years

After
5 YearsLong-term debt

$
29,412

$
23,647

$
765

$
5,000

$
Operating leases


27,388


3,076


5,396


5,179


13,737Total obligations

$
56,800

$
26,723

$
6,161

$
10,179

$
13,737


Critical Accounting Policies and Estimates

In preparing our consolidated financial statements, we make assumptions, estimates and judgments that affect the amounts reported. We periodically evaluate our
estimates and judgments related to valuation of inventories, allowance for doubtful accounts, notes and sales returns, valuation of deferred tax assets and recoverability of long-lived
assets. Note 1 to the consolidated financial statements contained in our
Annual Report on Form 10-K for the year ended May 31, 2002 as filed with the Securities and Exchange Commission describes the accounting policies governing each of these
matters. Our estimates are based on historical experience and on our future expectations that are believed to be reasonable. The combination of these factors forms the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results are likely to differ from our current estimates and those differences may be material.

Impact of Inflation.Historically, we have been able to pass inflationary increases for raw materials and other costs onto
our customers through price increases and we anticipate that we will be able to continue to do so in the future.

Seasonality.Our business can be seasonal, with fluctuations in sales resulting from timing of marketing and promotional
activities, customer buying patterns and consumer spending patterns. In addition, as a result of changes in product sales mix and other factors, as discussed above, we experience fluctuations in gross
profit and operating margins on a quarter-to-quarter basis.

14

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following discussion involves forward-looking statements of market risk which assume for analytical purposes that certain adverse market conditions may occur.
Actual future market conditions may differ materially from such assumptions. Accordingly, the forward-looking statements should not be considered our projections of future events or losses.

Our
cash flows and net earnings (losses) are subject to fluctuations resulting from changes in interest rates and foreign exchange rates. We currently are not party to any significant
derivative instruments and our current policy does not allow speculation in derivative instruments for profit or execution of derivative instrument contracts for which there are no underlying
exposure. We do not use financial instruments for trading purposes.

We
measure market risk, related to our holdings of financial instruments, based on changes in interest rates utilizing a sensitivity analysis. We do not believe that a hypothetical 10%
change in interest rates would have a material effect on our pretax earnings or cash flows.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures.Our chief executive officer and chief financial officer have reviewed and
evaluated the effectiveness of our disclosure controls and procedures (as defined in Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) as of a date
within 90 days before the filing date of this quarterly report. Based on that evaluation, our chief executive officer and chief financial officer have concluded that our current disclosure
controls and procedures are effective, timely providing them with material information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934.

Changes in internal controls.There have not been any significant changes in our internal controls or in other factors that
could significantly affect these controls subsequent to the date of their evaluation. There were no significant deficiencies or material weakness, and therefore no corrective actions were taken.

15

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

The information set forth in Note 7 to Condensed Consolidated Financial Statements in Item 1 of this Quarterly Report on Form 10-Q is
incorporated herein by reference.

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



---



16

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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
thereunto duly authorized.

|                       |  | WEIDER NUTRITION INTERNATIONAL, INC.
|---------------------- |  | ------------------------------------
|Date: October 15, 2002 |  | By:                                 
|Date: October 15, 2002 |  | By:                                 

17

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I, Bruce J. Wood, certify that:

1.    I
have reviewed this quarterly report on Form 10-Q of Weider Nutrition International, Inc.;

2.    Based
on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.    Based
on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.    The
registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:



5.    The
registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent function):



6.    The
registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material
weaknesses.

|Date: |  | October 15, 2002                                                    |  | 
|----- |  | ------------------------------------------------------------------- |  | 
|      |  | /s/BRUCE J. WOODBruce J. Wood
President and Chief Executive Officer |  | 

18

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I, Joseph W. Baty, certify that:

1.    I
have reviewed this quarterly report on Form 10-Q of Weider Nutrition International, Inc.;

2.    Based
on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.    Based
on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.    The
registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:



5.    The
registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent function):



6.    The
registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material
weaknesses.

|Date: |  | October 15, 2002                                                                     |  | 
|----- |  | ------------------------------------------------------------------------------------ |  | 
|      |  | /s/JOSEPH W. BATYJoseph W. Baty
Executive Vice President and Chief Financial Officer |  | 

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