**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**







**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, 2005****q**
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 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 q





Indicate
      by check
      mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2
      of
      the Exchange Act). Yes q No ý





Indicate
      by check
      mark whether the Registrant is a shell company (as defined in Rule 12b-2 of
      the
      Exchange Act). Yes q No ý





The
      number of
      shares outstanding of the Registrant's Class A and Class B common stock is
      26,310,028 (as of October 12, 2005).


-
          1
          -
 QuickLinks


**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,
                2005
            
            May
                31,
              2005(unaudited)**ASSETS**Current
                assets:Cash
                and cash
                equivalents
            
            $
            21,205
            
            $
            11,358Investment
                securities
            
            
            30,475
            
            
            24,212Receivables,
                net
            
            
            21,047
            
            
            29,300Inventories
            
            
            17,522
            
            
            32,419Prepaid
                expenses and other
            
            
            1,643
            
            
            4,297Deferred
                taxes, net
            
            
            3,673
            
            
            2,857Total
                current
                assets
            
            
            95,565
            
            
            104,443Property
                and
                equipment, net
            
            
            13,130
            
            
            16,714Other
                assets:Goodwill
            
            
            4,346
            
            
            4,346Intangible
                assets, net
            
            
            17
            
            
            23Deposits
                and
                other assets
            
            
            637
            
            
            1,310Deferred
                taxes, net
            
            
            —
            
            
            1,430Total
                other
                assets
            
            
            5,000
            
            
            7,109Total
                assets
            
            $
            113,695
            
            $
            128,266**LIABILITIES
                AND STOCKHOLDERS' EQUITY**Current
                liabilities:Accounts
                payable
            
            $
            9,726
            
            $
            16,566Accrued
                expenses
            
            
            8,347
            
            
            13,577Current
                portion of long-term debt
            
            
            252
            
            
            3,020Income
                taxes
                payable
            
            
            —
            
            
            5,268Total
                current
                liabilities
            
            
            18,325
            
            
            38,431Deferred
                taxes, net
            
            
            680
            
            
            —Commitments
                and contingencies (Note 8)Stockholders'
                equity:Preferred
                stock, par value $.01 per share; sharesauthorized-10,000,000;
                no shares issued and outstanding
            
            
            —
            
            
            —Class
                A
                common stock, par value $.01 per share; sharesauthorized-50,000,000;
                shares issued and outstanding-11,331,975 and 11,309,910
            
            
            113
            
            
            113Class
                B
                common stock, par value $.01 per share; sharesauthorized-25,000,000;
                shares issued and outstanding-14,973,148
            
            
            150
            
            
            150Additional
                paid-in capital
            
            
            86,890
            
            
            86,857Deferred
                compensation costs
            
            
            (312
            )
            
            (366
            )Other
                accumulated comprehensive income
            
            
            —
            
            
            167Retained
                earnings
            
            
            7,849
            
            
            2,914Total
                stockholders' equity
            
            
            94,690
            
            
            89,835Total
                liabilities and stockholders' equity
            
            $
            113,695
            
            $
            128,266







See
      notes to
      condensed consolidated financial statements.


-
          2
          -
 QuickLinks


**WEIDER
      NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF
      INCOME**


**(in
      thousands, except share data)**


(unaudited)




Three
                Months
                EndedAugust
                31,2005
            
            2004Net
                sales
            
            $
            48,017
            
            $
            43,695Cost
                of goods
                sold
            
            
            35,308
            
            
            26,892Gross
                profit
            
            
            12,709
            
            
            16,803Operating
                expenses:Selling
                and
                marketing
            
            
            6,016
            
            
            7,213General
                and
                administrative
            
            
            3,562
            
            
            3,723Research
                and
                development
            
            
            728
            
            
            903Amortization
                of intangible assets
            
            
            6
            
            
            7Reimbursement
                of import costs
            
            
            (1,380
            )
            
            —Total
                operating expenses
            
            
            8,932
            
            
            11,846Income
                from
                operations
            
            
            3,777
            
            
            4,957Other
                income
                (expense):Interest
                income
            
            
            375
            
            
            17Interest
                expense
            
            
            (38
            )
            
            (135
            )Foreign
                currency translation
            
            
            1,613
            
            
            —Other,
                net
            
            
            (1
            )
            
            (52
            )Total
                other
                income (expense), net
            
            
            1,949
            
            
            (170
            )Income
                from
                continuing operations before income taxes
            
            
            5,726
            
            
            4,787Income
                tax
                expense
            
            
            734
            
            
            1,844Income
                from
                continuing operations
            
            
            4,992
            
            
            2,943Income
                (loss)
                from discontinued operations, net of income taxes
            
            
            (57
            )
            
            745Net
                income
            
            $
            4,935
            
            $
            3,688Weighted
                average shares outstanding:Basic
            
            
            26,108,622
            
            
            25,745,747Diluted
            
            
            26,774,452
            
            
            26,563,674Net
                income
                per share-basic:Income
                from
                continuing operations
            
            $
            0.19
            
            $
            0.11Income
                from
                discontinued operations
            
            
            —
            
            
            0.03Net
                income
            
            $
            0.19
            
            $
            0.14Net
                income
                per share-diluted:Income
                from
                continuing operations
            
            $
            0.19
            
            $
            0.11Income
                (loss)
                from discontinued operations
            
            
            (0.01
            )
            
            0.03Net
                income
            
            $
            0.18
            
            $
            0.14Comprehensive
                income
            
            $
            4,768
            
            $
            3,691







See
      notes to
      condensed consolidated financial statements.


-
          3
          -
 QuickLinks


**WEIDER
      NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**(in
      thousands)**


**(unaudited)**





Three
                Months
                EndedAugust
                31,2005
            
            2004Cash
                flows
                from operating activities:Net
                income
            
            $
            4,935
            
            $
            3,688Adjustments
                to reconcile net income to net cash provided by operating
                activities:Provision
                for
                bad debts
            
            
            —
            
            
            19Deferred
                taxes
            
            
            1,294
            
            
            953Depreciation
                and amortization
            
            
            745
            
            
            1,324Foreign
                currency translation
            
            
            (1,613
            )
            
            —Amortization
                of financing fees
            
            
            14
            
            
            99Amortization
                of deferred compensation costs
            
            
            35
            
            
            73Other
            
            
            1
            
            
            4Changes
                in
                operating assets and liabilities:Receivables
            
            
            (5,366
            )
            
            1,691Inventories
            
            
            6,855
            
            
            (3,821
            )Prepaid
                expenses and other
            
            
            1,410
            
            
            2,455Deposits
                and
                other assets
            
            
            139
            
            
            97Accounts
                payable
            
            
            1,535
            
            
            1,781Other
                current
                liabilities
            
            
            (6,979
            )
            
            (731
            )Net
                cash
                provided by operating activities
            
            
            3,005
            
            
            7,632Cash
                flows
                from investing activities:Purchase
                of
                property and equipment
            
            
            (534
            )
            
            (713
            )Purchase
                of
                intangibles
            
            
            —
            
            
            (7
            )Proceeds
                from
                sale of Haleko Unit, net (Note 1)
            
            
            13,683
            
            
            —Purchase
                of
                investment securities
            
            
            (14,082
            )
            
            —Proceeds
                from
                sale of investment securities
            
            
            7,819
            
            
            —Collection
                of
                notes receivable
            
            
            100
            
            
            —Net
                cash
                provided by (used in) investing activities
            
            
            6,986
            
            
            (720
            )Cash
                flows
                from financing activities:Issuance
                of
                common stock from exercise of options
            
            
            181
            
            
            12Acquisition
                and retirement of common stock
            
            
            (129
            )
            
            (108
            )Proceeds
                from
                debt
            
            
            2,519
            
            
            380Payments
                on
                debt
            
            
            (2,768
            )
            
            (162
            )Net
                cash
                provided by (used in) financing activities
            
            
            (197
            )
            
            122Effect
                of
                exchange rate changes on cash
            
            
            53
            
            
            45Increase
                in
                cash and cash equivalents
            
            
            9,847
            
            
            7,079Cash
                and cash
                equivalents, beginning of period
            
            
            11,358
            
            
            7,449Cash
                and cash
                equivalents, end of period
            
            $
            21,205
            
            $
            14,528






See
      notes to
      condensed consolidated financial statements.


-
          4
          -
 QuickLinks


**WEIDER
      NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES**


**NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL
      STATEMENTS**


**(in
      thousands, except share data)**


**(unaudited)**





**1.**  **BASISOF
      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,
      2005 as filed with the Securities and Exchange Commission. The May 31, 2005
      consolidated balance sheet, included herein, 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 material
      adjustments 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. 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.





On
      June 17, 2005, we announced the sale of our Haleko Unit to Atlantic Grupa of
      Zagreb, Croatia and certain of its subsidiaries for approximately $15,089 in
      cash. The transaction included the sale of the capital stock and partnership
      interests of the international subsidiaries that operate the Haleko business.
      In
      connection with the sale, we incurred transaction related costs of approximately
      $687 and relinquished cash of approximately $719. The transaction closed on
      June
      17, 2005, with an effective date of May 1, 2005 (the first day of Haleko's
      fiscal year 2006). The impact of the sale on the fiscal 2006 first quarter
      operating income was not significant.





On
      April 1, 2005, we announced the sale of certain assets of our Active Nutrition
      Unit relating to our Weider branded business domestically and internationally
      to
      Weider Global Nutrition, LLC ("WGN"), a wholly-owned subsidiary of WHF. The
      terms of the transaction provided that we receive approximately $14,000 in
      exchange for assets relating to the domestic Weider branded business, including
      inventory, receivables, and intangible and intellectual property, the capital
      stock of certain of our international subsidiaries related to the international
      Weider branded business (including the working capital of those subsidiaries),
      and the assumption of certain associated liabilities by WGN. The transaction
      closed on April 1, 2005, with an effective date of March 1, 2005.





In
      connection with the transaction, the parties also entered into two separate
      agreements (domestic and European) whereby we provide certain general and
      administrative, research and development, and logistics services to WGN for
      an
      annual fee. The term of the domestic service agreement is for a one year period,
      with an option by either party for one additional year. In connection with
      the
      fiscal 2006 first quarter sale of our Haleko Unit, the European service
      agreement was transferred to the purchaser of the Haleko Unit. We also received
      a license to use the Weider name for corporate purposes for up to twelve months
      prior to transitioning to a new name for our company.





The
      operating
      results for our Haleko Unit and Weider branded business are reflected as
      discontinued operations in our consolidated financial statements, including
      the
      notes thereto. The remaining assets and related operations for the Active
      Nutrition Unit, including our Tiger's Milk® and Fibar® brands, have been
      consolidated into our Schiff® Specialty Unit. We believe our remaining Schiff
      Specialty Unit, which consists of the aggregation of several product-based
      operating segments, represents one reportable segment.





Effective
      August
      16, 2002, we issued 640,000 restricted shares of Class A common stock to certain
      officers and employees. The aggregate value of these restricted shares was
      approximately $1,038, which we are expensing on a straight-line basis over
      the
      accompanying five-year vesting period. During the fiscal 2006 first quarter,
      98,200 restricted shares vested and, as a result of the voluntary termination
      of
      an employee, 12,000 restricted shares were cancelled. During the fiscal 2005
      first quarter, 124,600 restricted shares vested. During the fiscal 2006 and
      2005
      first quarters, concurrent with the annual vesting, we reacquired (and
      ultimately retired) 27,201 and 27,406 shares, respectively, from certain
      employees in connection with the payment of individual income
      taxes.


-
          5
          -
 QuickLinks


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




At
      May 31, 2005 other accumulated comprehensive
      income consisted only of foreign currency translation
      adjustments.





We
      disclose the effect of SFAS No. 123, "Accounting for Stock-Based Compensation",
      on a proforma basis and continue to follow Accounting Principles Board ("APB")
      Opinion No. 25 (as permitted by SFAS No. 123) as it relates to stock based
      compensation.





Proforma
      information regarding net income and net income per share is required by SFAS
      No. 123, as amended by SFAS No. 148, and has been determined as if we had
      accounted for our employee stock options under the fair value method of SFAS
      No.
      123. For the purposes of proforma disclosure, the estimated fair value of the
      stock options is amortized to expense over the options' vesting period. Our
      proforma net income and net income per share are as follows:


Three
                Months
                EndedAugust
                31,2005
            
            2004Net
                income,
                as reported
            
            $
            4,935
            
            $
            3,688Deduct
                stock-based employee compensation expense determined under fair-value
                based method, net of related tax effects
            
            
            (76
            )
            
            (97
            )Net
                income,
                proforma
            
            $
            4,859
            
            $
            3,591Basic
                net
                income per share, as reported
            
            $
            0.19
            
            $
            0.14Diluted
                net
                income per share, as reported
            
            
            0.18
            
            
            0.14Basic
                net
                income per share, proforma
            
            
            0.19
            
            
            0.14Diluted
                net
                income per share, proforma
            
            
            0.18
            
            
            0.14





**2.**  **INVESTMENTSECURITIES**





Investment
      securities at fair value, which approximates unamortized cost, consist of the
      following:


August
                31,
            
            May
                31,2005
            
            2005State
                and municipalities debt securities
            
            $
            20,975
            
            $
            12,112Corporate
                debt securities
            
            
            4,000
            
            
            5,600Corporate
                equity securities
            
            
            5,500
            
            
            6,500$
            30,475
            
            $
            24,212





All
      securities are available for immediate sale. Contractual maturities of debt
      securities are as follows at August
      31, 2005:




Less
                than one year
            
            $
            500One
                to five years
            
            
            300Over
                five years
            
            
            24,175$
            24,975





Proceeds
      from the sale of investment securities, which approximated the unamortized
      cost
      of the securities sold, totaled $7,819 for the fiscal 2006 first
      quarter.





-
          6
          -
 QuickLinks


**WEIDER
      NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES**


**NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -*****(continued)***


**(in
      thousands, except share data)**


**(unaudited)**





**3.**  **RECEIVABLES,
      NET**





Receivables,
                net, consist of the following:August
                31,
            
            May
                31,2005
            
            2005Trade
                accounts
            
            $
            23,309
            
            $
            32,886Income
                taxes
            
            
            464
            
            
            —Income
                tax
                refund due from WHF
            
            
            361
            
            
            361Current
                portion of note receivable due from WGN
            
            
            650
            
            
            600Other
            
            
            255
            
            
            21525,039
            
            
            34,062Less
                allowances for doubtful accounts, sales returns and
                discounts
            
            
            (3,992
            )
            
            (4,762
            )Total
            
            $
            21,047
            
            $
            29,300





**4.**  **INVENTORIES**





Inventories
                consist of the following:August
                31,
            
            May
                31,2005
            
            2005Raw
                materials
            
            $
            8,644
            
            $
            11,419Work
                in
                process
            
            
            728
            
            
            1,887Finished
                goods
            
            
            8,150
            
            
            19,113Total
            
            $
            17,522
            
            $
            32,419





**5.**  **GOODWILLAND
      INTANGIBLE ASSETS, NET**





Goodwill
                and
                intangible assets, net, consist of the following:August
                31,
                2005
            
            May
                31,
                2005Gross
                Carrying Amount
            
            Accumul.
                Amortiz.
            
            Net
Book
                Value
            
            Gross
                Carrying Amount
            
            Accumul.
                Amortiz.
            
            Net
Book
                ValueGoodwill
            
            $
            4,346
            
            $
            —
            
            $
            4,346
            
            $
            4,346
            
            $
            —
            
            $
            4,346Intangible
                assets-patents and trademarks
            
            $
            5,479
            
            $
            (5,462
            )
            $
            17
            
            $
            5,479
            
            $
            (5,456
            )
            $
            23





Estimated
      amortization expense, assuming no changes in our intangible assets, is $23
      for
      fiscal 2006 and zero thereafter.





The
      carrying amount
      of goodwill did not change during the fiscal 2006 first quarter or during fiscal
      2005.





-
          7
          -
 QuickLinks


**WEIDER
      NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES**


**NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -*****(continued)***


**(in
      thousands, except share data)**


**(unaudited)**





**6.**  **ACCRUEDEXPENSES**





Accrued
                expenses consist of the following:August
                31,
            
            May
                31,2005
            
            2005Accrued
                personnel related costs
            
            $
            1,638
            
            $
            4,564Accrued
                promotional costs
            
            
            4,162
            
            
            3,927Other
            
            
            2,547
            
            
            5,086Total
            
            $
            8,347
            
            $
            13,577





**7.**  **CONCENTRATIONRISK**





Net
      sales to our
      two largest customers combined, are significant. As a result of recent
      divestitures (see Note 1), our concentration risk has increased. At August
      31,
      2005, and May 31, 2005, respectively, amounts due from Customer A represented
      approximately 32% and 21% and amounts due from Customer B represented
      approximately 30% and 15% of total trade accounts receivable. For the
      first
      quarter of fiscal 2006 and 2005, respectively, Customer A accounted for
      approximately 33% and 35% and Customer B accounted for approximately 36% and
      37%
      of total net sales. Net sales of our Schiff Move Free®  brand
      accounted for
      approximately 48% and 44%, respectively, of total net sales for the fiscal
      2006
      and 2005 first quarters.





**8.**  **COMMITMENTSAND
      CONTINGENCIES**





We
      are currently named as a defendant in two lawsuits alleging that consumption
      of
      certain of our discontinued products containing ephedra caused or contributed
      to
      injuries and damages. We dispute the allegations, and are pursuing
      indemnification from a third party for one of the matters. As these cases are
      not covered by insurance, a large adverse damage award could have a material
      adverse effect on our results of operations and financial condition. In
      connection with the sale of the American Body Building and Science Foods brands
      in July 2002, we discontinued the sale of products that contain ephedra.
      However, we cannot assure you that we will not be subject to further litigation
      with respect to ephedra products we have already sold.





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 any liability resulting from
      these matters, if any, after taking into consideration our insurance coverage
      will not have a material adverse effect on our results of operations and
      financial condition.





**9.**  **RECENTLYISSUED
      ACCOUNTING STANDARDS**





In
      November 2004, the FASB issued SFAS No. 151, "Inventory Costs", which amends
      the
      guidance in ARB No. 43, Chapter 4, "Inventory Pricing", to clarify that abnormal
      amounts of idle facility expense, freight, handling costs, and wasted material
      (spoilage) should be recognized as a current-period expense. In addition, SFAS
      No. 151 requires that allocation of fixed production overheads to the costs
      of
      conversion be based on the normal capacity of the production facilities. The
      inventory costing provisions of SFAS No. 151 are effective for inventory costs
      incurred during fiscal years beginning after June 15, 2005. We do not believe
      that the adoption of SFAS No. 151 will have a material impact on our results
      of
      operations and financial condition.





In
      December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based
      Payment" ("SFAS No. 123R"), which replaces SFAS No. 123, "Accounting for
      Stock-Based Compensation", and supersedes APB Opinion No. 25, "Accounting for
      stock Issued to Employees". SFAS No. 123R requires that costs resulting from
      all
      share-based payment transactions, transactions in which an entity exchanges
      its
      equity instruments for goods or services, be recognized in the financial
      statements. Costs resulting from all share-based payment transactions will
      be
      determined by applying a fair-value-based measurement method at the date of
      the
      grant, with limited exceptions. Costs will be recognized over the period in
      which the goods or services are received. The recognition and measurement
      provisions of SFAS No. 123R are effective for all share-based payment
      transactions entered into during fiscal years beginning after June 15, 2005.
      We
      have not determined the impact SFAS No. 123R will have on our results of
      operations and financial condition.


-
          8
          -
 QuickLinks





**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 condensed
      consolidated financial statements, including the notes thereto, appearing
      elsewhere in this Quarterly Report on Form 10-Q. 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. (currently doing business as Schiff Nutrition International)
      develops, manufactures, markets, distributes and sells branded and private
      label
      vitamins, nutritional supplements and nutrition bars in the United States and
      throughout the world. We offer a broad range of capsules, tablets and nutrition
      bars. Our portfolio of recognized brands, including Schiff and Tiger's Milk,
      primarily consists of specialty supplements, vitamins, minerals and nutrition
      bars, which are primarily marketed through mass market and health food store
      distribution channels.





During
      fiscal 2005
      and continuing in the fiscal 2006 first quarter, we experienced margin
      volatility due to several factors, including significant raw material pricing
      increases in the joint care category and a continuing strong competitive
      environment. During fiscal 2005 and early fiscal 2006, as a result of the raw
      material pricing volatility and the inability to secure acceptable price
      increases from customers, we discontinued certain private label (contract
      manufacturing) services. For the remainder of fiscal 2006, we believe margin
      volatility may continue.





Also,
      during our
      fiscal 2006 first quarter, we continued to provide selling and marketing support
      intended to both defend our Move Free business against competition, including
      private label, and ultimately to increase our market share in the joint care
      product category. During the fiscal 2005 second quarter, we launched our
      Lubriflex 3 TM
      product and
      supported the introduction with significant selling and marketing support,
      which
      has continued into our fiscal 2006 first quarter. We believe our fiscal 2006
      first quarter and fiscal 2005 Move Free and Lubriflex 3 net sales
      benefited from this support. In support of new joint care initiatives, we expect
      selling and marketing expenses, as a percentage of net sales, to increase in
      the
      second half of fiscal 2006 as compared to the first half of fiscal 2006. Due
      to
      competitive conditions and other factors, we expect branded net sales for fiscal
      2006 to remain relatively constant compared to fiscal 2005.





On
      June 17, 2005, we announced the sale of our Haleko Unit to Atlantic Grupa of
      Zagreb, Croatia and certain of its subsidiaries for approximately $15.1 million
      in cash. The transaction included the sale of the capital stock and partnership
      interests of the international subsidiaries that operate the Haleko business.
      In
      connection with the sale, we incurred transaction related costs of approximately
      $0.7 million and relinquished cash of approximately $0.7 million. The
      transaction closed on June 17, 2005, with an effective date of May 1, 2005
      (the
      first day of Haleko's fiscal year 2006). The impact of the sale on fiscal 2006
      first quarter operating income was not significant.





On
      April 1, 2005, we announced the sale of certain assets of our Active Nutrition
      Unit relating to our Weider branded business domestically and internationally
      to
      WGN, a wholly-owned subsidiary of WHF. The terms of the transaction provided
      that we receive approximately $14.0 million in exchange for assets relating
      to
      the domestic Weider branded business, including inventory, receivables, and
      intangible and intellectual property, the capital stock of certain of our
      international subsidiaries related to our international Weider branded business
      (including the working capital of those subsidiaries), and the assumption of
      certain associated liabilities by WGN. The transaction closed on April 1, 2005,
      with an effective date of March 1, 2005.





In
      connection with the transaction, the parties also entered into two separate
      agreements (domestic and European) whereby we provide certain general and
      administrative, research and development, and logistics services to WGN for
      an
      annual fee. The term of the domestic service agreement is for a one year period,
      with an option by either party for one additional year. In connection with
      the
      fiscal 2006 first quarter sale of our Haleko Unit, the European service
      agreement was transferred to the purchaser of the Haleko Unit. We also received
      a license to use the Weider name for corporate purposes for up to twelve months
      prior to transitioning to a new name for our company.





The
      operating
      results for our Haleko Unit and Weider branded business are reflected as
      discontinued operations in our condensed consolidated financial statements,
      including the notes thereto. The remaining assets and related operations for
      the
      Active Nutrition Unit, including our Tiger's Milk and Fibar brands, have been
      consolidated into our Schiff Specialty Unit. We believe our remaining Schiff
      Specialty Unit, which consists of the aggregation of several product-based
      operating segments, represents one reportable segment.





Factors
      affecting
      our historical results, including the previous implementation of strategic
      initiatives as well as continuing refinement of our growth and business
      strategies, are ongoing considerations and processes. While the focus of these
      considerations is to improve future profitability, no assurance can be given
      that our decisions relating to these initiatives will not adversely impact
      our
      results of operations and financial condition.





-
          9
          -
 QuickLinks




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





**Results
      of
      Operations (unaudited)**


*Three
      Months
      Ended August 31, 2005 Compared to Three Months*


*Ended
      August
      31, 2004*





The
      following
      tables show comparative results for selected items as reported and as a
      percentage of net sales for the fiscal 2006 and 2005 first quarters (dollars
      in
      thousands):


2006
            
            2005Net
                sales
            
            $
            48,017
            
            100.0
            %
            $
            43,695
            
            100.0
            %Cost
                of goods sold
            
            
            35,308
            
            73.5
            
            
            26,892
            
            61.6Gross
                profit
            
            
            12,709
            
            26.5
            
            
            16,803
            
            38.4Operating
                expenses:Selling
                and marketing
            
            
            6,016
            
            12.6
            
            
            7,213
            
            16.5General
                and administrative
            
            
            3,562
            
            7.4
            
            
            3,723
            
            8.5Research
                and development
            
            
            728
            
            1.5
            
            
            903
            
            2.1Amortization
                of intangible assets
            
            
            6
            
            —
            
            
            7
            
            —Reimbursement
                of import costs
            
            
            (1,380
            )
            (2.9
            )
            
            —
            
            —Total
                operating expenses
            
            
            8,932
            
            18.6
            
            
            11,846
            
            27.1Income
                from operations
            
            
            3,777
            
            7.9
            
            
            4,957
            
            11.3Other
                income (expense), net
            
            
            1,949
            
            4.0
            
            
            (170
            )
            (0.4
            )Income
                tax expense
            
            
            (734
            )
            (1.5
            )
            
            (1,844
            )
            (4.2
            )Income
                from continuing operations
            
            $
            4,992
            
            10.4
            %
            $
            2,943
            
            6.7
            %





**Net
      Sales.** Net
      sales increased
      approximately 9.9% to $48.0 million for the fiscal 2006 first quarter, from
      $43.7 million for the fiscal 2005 first quarter. Overall, the increase in net
      sales was primarily attributable to an increase in branded joint care category
      sales, partially offset by an expected decrease in private label
      sales.





Aggregate
      branded
      net sales increased approximately 16.9% to $37.9 million for the fiscal 2006
      first quarter, from $32.4 million for the fiscal 2005 first quarter. Branded
      joint product sales volume, including Lubriflex 3 results, increased
      approximately $7.0 million, or 21.5%, which more than offset a $1.6 million
      increase in branded sales price reductions and a $1.2 million decrease in
      private label sales volume. Move Free net sales were $23.1 million and $19.2
      million, respectively, for the fiscal 2006 and 2005 first quarters. As a result
      of significant volatility in raw material costing and the inability to secure
      an
      acceptable price increase from the customers, we discontinued certain private
      label (contract manufacturing) services during fiscal 2005 and early fiscal
      2006. Net sales for the discontinued private label business amounted to
      approximately $1.7 million and $5.7 million, respectively, for the fiscal 2006
      and 2005 first quarters.





**Gross
      Profit.** Gross
      profit
      decreased approximately 24.4% to $12.7 million for the fiscal 2006 first
      quarter, from $16.8 million for the fiscal 2005 first quarter. Gross profit,
      as
      a percentage of net sales, was 26.5% for the fiscal 2006 first quarter, compared
      to 38.4% for the fiscal 2005 first quarter. The decrease was primarily due
      to a
      $5.5 million increase in raw material costs, primarily associated with our
      joint
      care category business. The decrease was partially offset by an approximate
      $1.5
      million increase due to a change in sales mix. We anticipate that the increased
      joint care raw material costs will continue to impact gross profit for the
      remainder of fiscal 2006.





**Operating
      Expenses.** Operating
      expenses
      decreased approximately 24.6% to $8.9 million for the fiscal 2006 first quarter,
      from $11.8 million for the fiscal 2005 first quarter. Operating expenses, as
      a
      percentage of net sales, were 18.6% and 27.1%, respectively, for the fiscal
      2006
      and 2005 first quarters. The fiscal 2006 first quarter includes approximately
      $1.4 million in reimbursements of previously incurred costs associated with
      imported raw materials.





Selling
      and
      marketing expenses, including sales, marketing, advertising, freight and other
      costs, decreased to approximately $6.0 million for the fiscal 2006 first
      quarter, from $7.2 million for the fiscal 2005 first quarter. The decrease
      was
      primarily due to the $1.6 million increase in price discount-like promotional
      costs reclassified as a reduction of sales. Classification as a sales reduction
      is required when the promotion effectively represents a price reduction. We
      are
      utilizing more price discount-like promotions in order to defend our products
      against the competition, including private label, and to ultimately increase
      our
      market share.





-
          10
          -
 QuickLinks






General
      and
      administrative expenses remained relatively constant at $3.6 million for the
      fiscal 2006 first quarter, compared to $3.7 million for the fiscal 2005 first
      quarter. An increase in personnel related costs of approximately $0.6 million,
      including severance expenses of approximately $0.4 million, was more than offset
      by a reduction in legal related costs.





Research
      and
      development costs decreased to approximately $0.7 million for the fiscal 2006
      first quarter, from $0.9 million for the fiscal 2005 first quarter, primarily
      resulting from a decrease in contracted research relating to new product
      initiatives.





**Other
      Income/Expense.** Other
      income/expense, net, was $1.9 million income for the fiscal 2006 first quarter,
      compared to $0.2 million expense for the fiscal 2005 first quarter. We
      recognized approximately $0.4 million of incremental interest income for the
      fiscal 2006 first quarter resulting from an increase in cash and investment
      securities. Interest expense decreased as a result of a reduction of financing
      fees under the current credit facility. Finally, as a result of the recent
      divestitures of our Haleko and Weider businesses, certain international
      operating entities are substantially liquidated. Accordingly, we recognized
      a
      non-taxable foreign currency translation gain, previously reported as other
      accumulated comprehensive income in stockholders' equity, of approximately
      $1.6
      million during the fiscal 2006 first quarter.





**Provision
      for Income Taxes.** Provision
      for
      income taxes was $0.8 million for the fiscal 2006 first quarter, compared to
      $1.8 million for the fiscal 2005 first quarter. In addition to the non-taxable
      foreign currency translation gain noted in "Other Income/Expense" above, the
      fiscal 2006 first quarter sale of the Haleko Unit resulted in the recognition
      of
      a gain under Internal Revenue Code Section 987 ("Section 987"). We reduced
      our
      estimated deferred tax liability for Section 987 obligations by approximately
      $0.8 million, which is reflected as a decrease in fiscal 2006 first quarter
      income tax expense. As a result of these unusual items, the fiscal 2006 first
      quarter tax rate was 12.8%, as compared to the fiscal 2005 first quarter tax
      rate of 38.5%.





**Liquidityand
      Capital Resources**





Working
      capital
      increased approximately $11.2 million to $77.2 million at August 31, 2005,
      from
      $66.0 million at May 31, 2005, primarily represented by an increase in cash
      and
      investment securities primarily due to the sale of our Haleko Unit and fiscal
      2006 first quarter net earnings.




Effective
        June 30,
        2000, we were party to a senior credit facility (the "Credit Facility") with
        Bankers Trust Company, on behalf of our domestic subsidiaries. The Credit
        Facility, as subsequently amended, was comprised of a $45.0 million revolving
        loan. The Credit Facility, which was being used to fund normal working capital
        and capital expenditure requirements, was terminated on June 30, 2004 in
        favor
        of a new credit facility discussed below.




On
      June 30, 2004, we entered into, through our wholly-owned direct operating
      subsidiary Weider Nutrition Group, Inc. ("WNG"), a new $25.0 million revolving
      credit facility (the "New Credit Facility") with KeyBank National Association,
      as Agent. The New Credit Facility contains customary terms and conditions,
      including, among others, financial covenants and certain restrictions. Our
      obligations under the New Credit Facility are secured by a first priority
      security interest on all of the capital stock of WNG. If our total coverage
      ratio exceeds a certain limit, our obligations will also be secured by a first
      priority security interest in all of our domestic assets. In the event we exceed
      certain other ratio limits, we will be subject to a borrowing base and will
      be
      able to borrow up to the lesser of $25.0 million or the sum of (i) 85% of
      eligible accounts receivable and (ii) 65% of eligible inventory. Borrowings
      under the New Credit Facility bear interest at floating rates based on the
      KeyBank National Association prime rate or the Federal Funds effective rate,
      and
      the New Credit Facility matures on June 30, 2007, with options for one-year
      extensions under certain circumstances. The New Credit Facility can be used
      to
      fund our normal working capital and capital expenditure requirements, with
      availability to fund certain permitted strategic transactions. At August 31,
      2005, there were no amounts outstanding and $25.0 million was available under
      the New Credit Facility.





We
      believe that our cash, cash flows from operations and the financing sources
      discussed above will be sufficient to meet our normal cash operating
      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 may 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.





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 facility
      contains 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.





-
          11
          -
 QuickLinks







A
      summary of our outstanding contractual obligations at August 31, 2005 is as
      follows (in thousands):





**Contractual**
                **Cash
                  Obligations**
              
              **Total
                  Amounts Committed**
              
              **Less
                  than 1 year**
              
              **1-3**
                **Years**
              
              **3-5**
                **Years**
              
              **After**
                **5
                  Years**Operating
                  leases
              
              $
              17,487
              
              $
              2,272
              
              $
              4,581
              
              $
              4,664
              
              $
              5,970Purchase
                  obligations
              
              
              19,254
              
              
              19,254
              
              
              —
              
              
              —
              
              
              —Debt
                obligations, including interest
              
              
              254
              
              
              254
              
              
              —
              
              
              —
              
              
              —Total
                  obligations
              
              $
              36,995
              
              $
              21,780
              
              $
              4,581
              
              $
              4,664
              
              $
              5,970


Purchase
      obligations primarily consist of open purchase orders for goods and services,
      including primarily raw materials, packaging and outsourced contract
      manufacturing commitments.





**Critical
      AccountingPolicies and
      Estimates**





In
      preparing our condensed consolidated financial statements, we make assumptions,
      estimates and judgments that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the dates
      of
      the condensed consolidated financial statements and the reported amounts of
      net
      sales and expenses during the reported periods. We periodically evaluate our
      estimates and judgments related to the valuation of inventories and intangible
      assets, allowances for doubtful accounts, notes receivable, sales returns and
      discounts, 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, 2005, 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
      may differ from our current estimates and those differences may be
      material.





We
      believe the following accounting policies affect some of our more significant
      estimates and judgments used in preparation of our condensed consolidated
      financial statements:





l
            We
                provide
                for inventory valuation adjustments for estimated obsolescence or
                unmarketable inventory equal to the difference between the cost of
                inventory and the estimated market value based upon assumptions about
                future demand and market conditions. Inventory valuation adjustments
                did
                not materially impact our gross profit for the fiscal 2006 and 2005
                first
                quarters. At August 31, 2005 and May 31, 2005, our inventory valuation
                allowance amounted to approximately $0.9 million and $2.2 million,
                respectively. The reduction in inventory valuation allowances resulted
                primarily from the sale of our Haleko business unit. If actual demand
                and/or market conditions are less favorable than those projected
                by
                management, additional inventory write-downs would be
                required.





l
            We
                maintain
                allowances for doubtful accounts, sales returns and discounts for
                estimated losses resulting from known customer exposures, including
                among
                others, product returns, inability to make payments and expected
                utilization of offered discounts. Changes in our allowances for doubtful
                accounts, sales returns and discounts did not materially impact our
                earnings for the fiscal 2006 and 2005 first quarters. At August 31,
                2005
                and May 31, 2005, our allowance for doubtful accounts, sales returns
                and
                discounts amounted to approximately $4.0 million and $4.8 million,
                respectively. The reduction in these allowances resulted primarily
                from
                the sale of our Haleko business unit. Actual results may differ from
                our
                current estimates, resulting in adjustment of the respective
                allowance(s).





l
            We
                currently
                have deferred tax assets resulting from certain loss carry forwards
                and
                other temporary differences between financial and income tax reporting.
                These deferred tax assets are subject to periodic recoverability
                assessments. The realization of these deferred tax assets is primarily
                dependent on future operating results. To the extent that it is more
                likely than not that future operations will not generate sufficient
                profit
                to utilize the loss carry forwards, valuation allowances are established.
                At August 31, 2005 and May 31, 2005, our deferred tax asset valuation
                allowances, primarily relating to foreign net operating loss and
                tax
                credit carry forwards, amounted to approximately $1.0 million and
                $2.8
                million, respectively. The reduction resulted from the sale of our
                Haleko
                business unit.





-
          12
          -
 QuickLinks






l
            We
                have
                certain intangible assets, primarily consisting of goodwill. The
                determination of whether or not goodwill is impaired involves significant
                judgments. Changes in strategy or market conditions could significantly
                impact these judgments and require adjustments to our recorded goodwill
                balance.





**Impactof
      Inflation**





Historically,
      we
      generally have been able to pass inflationary increases for raw materials and
      other costs on to our customers through price increases. While we will continue
      efforts to do so in the future, we cannot assure you that we will be successful.
      Recently, we have been unable to pass on to our customers increased raw material
      costs relating to our joint care products. See further discussion of raw
      material pricing matters in the "General" and "Results of Operations" sections
      above, and under "Forward Looking Statements" below.





**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, competitive
      conditions, raw material pricing pressures and other factors, as discussed
      above, we experience fluctuations in gross profit and operating margins on
      a
      quarter-to-quarter basis.





**ForwardLooking
      Statements**





Investors
      are
      cautioned that, 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 our future performance or cause these forward looking statements
      to be false include, but are not limited to the following.





***Dependence
      on Significant Customers*** **.** Our largest customers are Costco and Wal-Mart. Combined, these two customers
      accounted for approximately 69% and 72%, respectively, of our total net sales
      (after giving effect to the divestitures of our Weider branded business and
      Haleko Unit) for the fiscal 2006 and 2005 first quarters. Due to the
      divestitures of our Weider branded business and Haleko Unit, the concentration
      in these customers for our remaining operations has increased. The loss of
      either Costco or Wal-Mart as a customer, or a significant reduction in purchase
      volume by Costco or Wal-Mart, could have a material adverse effect on our
      results of operations and financial condition. We do not have supply contracts
      with either Costco or Wal-Mart and therefore we cannot assure you that Costco
      and/or Wal-Mart will continue to be significant customers.





***Dependence
      on Individual Products*** **.** Certain products and product lines account for a significant amount of our
      total
      net sales. Domestic net sales for our Schiff Move Free brand were approximately
      48% and 44%, respectively, of our total net sales (after giving effect to the
      divestitures of our Weider branded business and Haleko Unit) for the fiscal
      2006
      and 2005 first quarters. Due to the divestitures of our Weider branded business
      and Haleko Unit, our concentration in this brand and the joint care category
      has
      increased. We cannot assure you that Schiff Move Free or other of our products
      currently experiencing strong popularity and growth will maintain sales levels
      over time. The inability to successfully implement marketing and spending
      programs or strategic initiatives in support of Schiff Move Free and other
      branded products could have a material adverse effect on our results of
      operations and financial condition.





***Availability
      and Cost of Raw Materials.*** We
      obtain all of our raw materials for the manufacture of our products from third
      parties. A significant portion of our raw materials relates to our joint care
      category. We cannot assure you that suppliers will provide the raw materials
      we
      need in the quantities requested, at a price we are willing to pay or that
      meet
      our quality standards and labeling requirements. Any significant delay in or
      disruption of the supply of raw materials could, among other things,
      substantially increase the cost of such materials, require reformulation or
      repackaging of products, require the qualification of new suppliers, or result
      in our inability to meet customer demands for certain products. During
      fiscal 2005
      and continuing in the fiscal 2006 first quarter, we experienced margin
      volatility due to several factors, including significant raw material pricing
      increases in the joint care category and a continuing strong competitive
      environment. During fiscal 2005 and early fiscal 2006, as a result of the raw
      material pricing volatility and the inability to secure acceptable price
      increases from customers, we discontinued certain private label (contract
      manufacturing) services.





-
          13
          -
 QuickLinks






In
      addition, we acquire a significant amount of ingredients for a number of our
      products (particularly joint care products) from suppliers outside of the United
      States, particularly in China. Accordingly, the acquisition of these ingredients
      is subject to the risks generally associated with importing raw materials, including, among other factors, delays
      in shipments, changes in economic and political conditions, quality assurance,
      tariffs, trade disputes and foreign currency fluctuations. The discovery of
      Bovine Spongiform Encephalopathy, commonly referred to as "mad cow disease",
      in
      a country from which we obtain a significant amount of our raw materials
      (particularly related to the joint care category) derived from bovine sources
      could prevent us from purchasing such raw materials in the required quantities,
      at an acceptable price, or at all. The occurrence of any of the foregoing,
      particularly with respect to raw materials needed for our joint care products,
      could have a material adverse effect on our results of operations and financial
      condition.





***Dependence
      on New Products*** **.** We
      believe our ability to grow in existing markets is partially dependent upon
      our
      ability to introduce new and innovative products. Although we seek to introduce
      additional products each year, the success of new products is subject to a
      number of variables, including developing products that will appeal to customers
      and comply with applicable regulations. For example, if we are unable to
      successfully launch and/or gain distribution for our Schiff Move Free product
      enhancements, or Schiff Lubriflex 3 product, our results of operations could suffer. We cannot assure you that
      our
      efforts to develop and introduce new products or existing product innovations
      will be successful, or that customers will accept new products.





***Acquisitions
      and Investments.*** An
      element of our strategy going forward includes expanding our product offerings,
      enhancing business development and gaining access to new skills and other
      resources through strategic acquisitions and investments when attractive
      opportunities arise. There can be no assurance that attractive acquisition
      opportunities will be available to us, that we will be able to obtain financing
      for or otherwise consummate any acquisitions or that any acquisitions which
      are
      consummated will prove to be successful.





***Risks
      of Competition*** **.** The market for the sale of nutritional supplements is highly competitive.
      Certain of our principal competitors have greater financial and other resources
      available to them and possess extensive manufacturing, distribution and
      marketing capabilities. Private label products of our customers, which have
      been
      significantly increasing in certain nutrition categories, also create
      significant competition with our products. Pricing pressure could adversely
      affect our ability to pass on raw material price increases to customers and
      negatively impact our financial performance, as shown by the recent increases
      in
      our joint product raw material costs. Increased competition from competitors,
      including private label, or increased pricing pressure, could have a material
      adverse effect on our results of operations and financial
      condition.





***Effect
      of Unfavorable Publicity*** **.** We
      believe our sales depend on consumer perceptions of the safety, quality and
      efficacy of our products as well as products distributed and sold by other
      companies. Consumer perceptions are influenced by national media attention
      regarding our products and other nutritional supplements. We expect that there
      will be some unfavorable future publicity or scientific research. Future
      unfavorable reports or publicity could have a material adverse effect on our
      results of operations and financial condition.





***Product
      Liability and Availability of Related Insurance*** **.** As
      a manufacturer and distributor of products designed to be ingested, we face
      an
      inherent risk of exposure to product liability claims. Certain damages in
      litigation, such as punitive damages, are generally not covered by insurance.
      In
      the event that we do not have adequate insurance or other indemnification
      coverage, product liability claims could have a material adverse effect on
      our
      results of operations and financial condition.





We
      have been and are currently named as a defendant in product liability lawsuits
      allegedly regarding certain of our former ephedra products. Subsequent to
      September 1, 2003, we have not maintained any insurance coverage regarding
      ephedra products. None of our ongoing lawsuits regarding ephedra products is
      covered by insurance. In connection with the sale of the American Body Building
      and Science Foods brands in July 2002, we discontinued the sale of products
      that
      contain ephedra. However, we cannot assure you that we will not be subject
      to
      further litigation with respect to ephedra products we have already
      sold.





***Impact
      of Government Regulation on Our Operations*** **.** Our operations, properties and products are subject to regulation by various
      foreign, federal, state and local government entities and agencies, particularly
      the Food and Drug Administration ("FDA") and Federal Trade Commission ("FTC").
      Among other matters, government regulation covers statements and claims made
      in
      connection with the packaging, labeling, marketing and advertising of our
      products. Governmental agencies have a variety of processes and remedies
      available to them, including initiating investigations, issuing warning letters
      and cease and desist orders, requiring corrective labeling or advertising,
      requiring consumer redress, seeking injunctive relief or product seizure,
      imposing civil penalties or commencing criminal prosecution. As a result of
      our
      efforts to comply with applicable statutes and regulations, from time to time
      we
      have reformulated, eliminated or relabeled certain of our products and revised
      certain aspects of our sales, marketing and advertising programs.





-
          14
          -
 QuickLinks






The
      FDA has proposed extensive good manufacturing practice regulations for dietary
      supplements. In addition, we may be subject to additional laws or regulations
      administered by federal, state, or foreign regulatory authorities, the repeal
      or
      amendment of laws or regulations which we consider favorable, such as the
      Dietary Supplement Health and Education Act of 1994, as amended, or more
      stringent interpretations of current laws or regulations. We are unable to
      predict the nature of such future laws, regulations, interpretations or
      applications, nor can we predict what effect additional governmental regulations
      or administrative orders, when and if promulgated, would have on our business
      in
      the future. Any or all of these requirements and the related costs to comply
      with such requirements could have a material adverse effect on our results
      of
      operations and financial condition.





***Restrictions
      Imposed by Terms of Our Indebtedness*** **.** Our borrowing arrangements impose certain financial and operating covenants,
      including, among others, requirements that we maintain, under certain
      circumstances, certain financial ratios and satisfy certain financial tests,
      limitations on capital expenditures and limitations on our ability to incur
      debt, pay dividends, or take certain other corporate actions, all of which
      may
      restrict our ability to expand or pursue our business strategies. Changes in
      economic or business conditions, results of operations or other factors could
      cause a violation of one or more covenants in our credit facility.





***Control
      by Principal Stockholder*** **.** WHF owns all of our outstanding shares of Class B common stock, representing
      over 90% of the aggregate voting power of all outstanding shares of our common
      stock. WHF is in a position to exercise control over us and to determine the
      outcome of all matters required to be submitted to stockholders for approval
      (except as otherwise provided by law or by our amended and restated certificate
      of incorporation or amended and restated bylaws) and otherwise to direct and
      control our operations. Accordingly, we cannot engage in any strategic
      transactions without the approval of WHF.





***Third-Party
      Intellectual Property Rights and Proprietary
      Techniques.*** Although the nutritional supplement industry has historically been characterized
      by products with naturally occurring ingredients in pill or tablet form,
      recently it is becoming more common for suppliers and competitors to apply
      for
      patents or develop proprietary technologies and processes. Although we seek
      to
      ensure that we do not infringe the intellectual property rights of others,
      there
      can be no assurance that third parties will not assert intellectual property
      infringement claims against us. To the extent that these developments prevent
      us
      from offering or supplying competitive products or ingredients in the
      marketplace, or result in litigation or threatened litigation against us related
      to alleged or actual infringement of third-party rights, these developments
      could have a material adverse effect on our results of operations and financial
      condition.





**ITEM
          3.****QUANTITATIVE
          AND QUALITATIVE DISCLOSURES ABOUT MARKET
          RISK**





The
      following
      discussion involves forward-looking statements of market risk which assume
      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 are subject to fluctuations resulting from changes in interest
      rates. Previously, our cash flows and net earnings were also subject to
      fluctuations resulting from changes in foreign currency exchange rates. However,
      as a result of the recent divestitures of our Weider branded business and Haleko
      Unit, we no longer have operating subsidiaries whose net sales and expenses
      are
      denominated in foreign currencies. Therefore, changes in foreign currency
      exchange rates are not expected to have a material impact on future cash flows
      and net earnings. Our current policy does not allow speculation in derivative
      instruments for profit or execution of derivative instrument contracts for
      which
      there is 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**





We
      maintain disclosure controls and procedures that are designed to ensure that
      information required to be disclosed in our Exchange Act reports is recorded,
      processed, summarized and reported within the time periods specified in the
      Securities and Exchange Commission's rules and forms and that such information
      is accumulated and communicated to our management, including our Chief Executive
      Officer and Chief Financial Officer, as appropriate, to allow for timely
      decisions regarding required disclosure. In designing and evaluating the
      disclosure controls and procedures, we recognize that any controls and
      procedures, no matter how well designed and operated, can provide only
      reasonable assurance of achieving the desired control objectives, and we are
      required to apply our judgment in evaluating the cost-benefit relationship
      of
      possible controls and procedures.





-
          15
          -
 QuickLinks






As
      required by SEC Rule 13a-15(b), we carried out an evaluation, under the
      supervision and with the participation of management, including our Chief
      Executive Officer and Chief Financial Officer, of the effectiveness of the
      design and operation of our disclosure controls and procedures as of the end
      of
      the quarter covered by this report. Based on the foregoing, the Chief Executive
      Officer and Chief Financial Officer have concluded that our disclosure controls
      and procedures were effective at the reasonable assurance level.





There
      has been no
      change in our internal controls over financial reporting during our most recent
      fiscal quarter that has materially affected, or is reasonably likely to
      materially affect, our internal controls over financial reporting.





-
          16
          -
 QuickLinks






**PART
      II.** **OTHER
      INFORMATION**





**ITEM
          1.****LEGAL
          PROCEEDINGS**





The
      information set
      forth in Note 8 to Condensed Consolidated Financial Statements in Item 1 of
      Part
      I of this Quarterly Report on Form 10-Q is incorporated herein by
      reference.





**ITEM
          2.****UNREGISTERED
          SALES OF EQUITY SECURITIES AND USE OF
          PROCEEDS**





The
      following table
      presents information regarding repurchases of our Class A Common Stock during
      the fiscal 2006 first quarter:




**Period**
            
            **Total
                number**
              **of
                shares purchased**
            
            **Average
                price paid per share**
            
            **Total
                number**
              **of
                shares purchased as part of publicly announced plans or
                programs**
            
            **Maximum
                number of shares that****may**
              **yet
                be purchased under the plans**
              **or
                programs**June
                1 - June
                30
            
            —
            
            —
            
            —
            
            —July
                1 - July
                31
            
            —
            
            —
            
            —
            
            —August
                1 -
                August 31
            
            27,201(1)
            
            $
                4.75
            
            —
            
            —Total
            
            27,201
            
            $
                4.75
            
            —
            
            —





*(1)*
            *Repurchase
                of these shares was to satisfy employee tax withholding obligations
                due
                upon vesting of restricted shares. See Note 1 to the Notes to
                Condensed Consolidated Financial
                Statements.*





**ITEM
          3.****DEFAULTS
          UPON SENIOR SECURITIES**





Not
      applicable





**ITEM
          4.****SUBMISSION
          OF MATTERS TO A VOTE OF SECURITY HOLDERS**





None





**ITEM
          5.****OTHER
          INFORMATION**





Not
      applicable





**ITEM
          6.****EXHIBITS**





3.1.
            Amended
                and Restated Certificate of Incorporation of Weider Nutrition
                International, Inc. (1)3.2.
            Amended
                and Restated Bylaws of Weider Nutrition International, Inc.
                (1)4.1.
            Credit
                Agreement dated as of June 30, 2004 between Weider Nutrition Group,
                Inc.
                and KeyBank National Association. (2)10.1.
            Build-To-Suit
                Lease Agreement, dated March 20, 1996, between SCI Development Services
                Incorporated and Weider Nutrition Group, Inc. (1)10.2.
            Agreement
                by and between Joseph Weider and Weider Health and Fitness.
                (1)10.3.
            1997
                Equity Participation Plan of Weider Nutrition International, Inc.
                (1)10.4.
            Form
                of Tax Sharing Agreement by and among Weider Nutrition International,
                Inc.
                and its subsidiaries and Weider Health and Fitness and its subsidiaries.
                (1)10.5.
            License
                Agreement between Mariz Gestao E Investmentos Limitada and Weider
                Nutrition Group, Limited. (1)10.6.
            Agreement
                between Weider Nutrition Group, Inc. and Bruce J. Wood.
                (3)*10.7.
            Form
                Agreement between Weider Nutrition Group, Inc. and certain of its
                executives. (3)*10.8.
            Amendments
                to 1997 Equity Participation Plan of Weider Nutrition International,
                Inc.
                (4)10.9.
            Employment
                Agreement between Weider Nutrition Group, Inc. and Bruce J. Wood.
                (5)*10.10.
            Consulting
                Agreement between Weider Nutrition Group, Inc. and Gustin Foods,
                LLC dated
                as of February 1, 2004. (6)10.11.
            Weider
                Nutrition International, Inc. 2004 Incentive Award Plan.
                (7)10.12.
            Amendment
                effective as of March 1, 2005 to License Agreement between Mariz
                Gestao E
                Investmentos Limitada and Weider Nutrition Group, Inc.
                (8)





-
          17
          -
 QuickLinks






10.13.
            Stock
                and Asset Purchase Agreement effective as of March 1, 2005 among
                Weider
                Nutrition International, Inc., Weider Nutrition Group, Inc. and Weider
                Global Nutrition, LLC. (8)10.14.
            Promissory
                Note of Weider Global Nutrition, LLC payable to Weider Nutrition
                Group,
                Inc. (8)10.15.
            Guarantee
                by Weider Health and Fitness in favor of Weider Nutrition International,
                Inc. and Weider Nutrition Group, Inc. (8)10.16.
            Share
                Sale and Transfer Agreement dated June 17, 2005 among Weider Nutrition
                GmbH, Haleko Management GmbH, Atlantic Grupa d.o.o., Hopen Investments
                BV
                and Svalbard Investments GmbH. (9)10.17.
            Form
                of Indemnification Agreement between Weider Nutrition Group, Inc.
                and
                certain of its executives and directors. (10)*21.1.
            Subsidiaries
                of Weider Nutrition International, Inc. (11)31.1.
            Certification
                of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act. (12)31.2.
            Certification
                of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act. (12)32.1.
            Certification
                of Chief Executive Officer and Chief Financial Officer pursuant to
                Section
                906 of the Sarbanes-Oxley Act. (12)(1)
            Previously
                filed in the Company's Registration Statement on Form S-1 (File No.
                333-12929) and incorporated herein by reference.(2)
            Previously
                filed in the Company's Current Report on Form 8-K filed on July 8,
                2004
                and incorporated herein by reference.(3)
            Previously
                filed in the Company's Annual Report on Form 10-K filed on August
                28, 2003
                and incorporated herein by reference.(4)
            Previously
                filed in the Company's Quarterly Report on Form 10-Q filed on January
                14,
                2002 and incorporated herein by reference.(5)
            Previously
                filed in the Company's Annual Report on Form 10-K filed on August
                29, 2002
                and incorporated herein by reference.(6)
            Previously
                filed in the Company's Quarterly Report on Form 10-Q filed on April
                14,
                2004 and incorporated herein by reference.(7)
            Previously
                filed in the Company's Definitive Proxy Statement on Form 14A filed
                on
                September 28, 2004 and incorporated herein by
                reference.(8)
            Previously
                filed in the Company's Current Report on Form 8-K filed on April
                4, 2005
                and incorporated herein by reference.(9)
            Previously
                filed in the Company's Current Report on Form 8-K filed on June 23,
                2005
                and incorporated herein by reference.(10)
            Previously
                filed in the Company's Current Report on Form 8-K filed on August
                10, 2005
                and incorporated herein by reference.(11)
            Previously
                filed in the Company's Annual Report on Form 10-K filed on August
                29, 2005
                and incorporated herein by reference.(12)
            Filed
                herewith.*
            Management
                contract.




-
          18
          -
 QuickLinks




**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
                17, 2005
            By:
                /s/Bruce
                J.
                WoodBruce
                J.
                WoodPresident,
                Chief Executive Officer and
                Director








Date:
                October
                17, 2005
            By:
                /s/Joseph
                W.
                BatyJoseph
                W.
                BatyExecutive
                Vice President and Chief Financial
                Officer





-
          19
          -




**WEIDER
        NUTRITION INTERNATIONAL, INC.**
 **INDEX**
 
 **PART
        I.****FINANCIAL
        INFORMATION**
 ITEM
        1.FINANCIAL
        STATEMENTS
 CONDENSED
        CONSOLIDATED BALANCE SHEETS
 CONDENSED
        CONSOLIDATED STATEMENTS OF
        INCOME
 CONDENSED
        CONSOLIDATED STATEMENTS OF CASH
        FLOWS
 NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL
        STATEMENTS
 1.BASIS
        OF
        PRESENTATION AND OTHER MATTERS
 2.INVESTMENT
        SECURITIES
 3.RECEIVABLES,
        NET
 4.INVENTORIES
 5.GOODWILL
        AND
        INTANGIBLE ASSETS, NET
 6.ACCRUED
        EXPENSES
 7.CONCENTRATION
        RISK
 8.COMMITMENTS
        AND
        CONTINGENCIES
 9.RECENTLY
        ISSUED
        ACCOUNTING STANDARDS
 ITEM
        2.MANAGEMENT'S
        DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
        OPERATIONS
 -GENERAL
 -LIQUIDITY
        AND
        CAPITAL RESOURCES
 -CRITICAL
        ACCOUNTING
        POLICIES AND ESTIMATES
 -IMPACT
        OF
        INFLATION
 -SEASONALITY
 -FORWARD
        LOOKING
        STATEMENTS
 ITEM
        3.QUANTITATIVE
        AND
        QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 ITEM
        4.CONTROLS
        AND
        PROCEDURES
 
  **PART
        II.****OTHER
        INFORMATION**
 ITEM
        1.LEGAL
        PROCEEDINGS
 ITEM
        2.UNREGISTERED
        SALES
        OF EQUITY SECURITIES AND USE OF PROCEEDS
 ITEM
        3.DEFAULTS
        UPON
        SENIOR SECURITIES
 ITEM
        4.SUBMISSION
        OF
        MATTERS TO A VOTE OF SECURITY HOLDERS
 ITEM
        5.OTHER
        INFORMATION
 ITEM
        6.EXHIBITS
 
 **SIGNATURES**
 
 **EXHIBIT
        31.1 - CERTIFICATION OF CEO
        PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF
        2002**
 **EXHIBIT
        31.2 - CERTIFICATION OF CFO
        PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF
        2002**
 **EXHIBIT
        32.1 - CEO AND CFO
        CERTIFICATIONS PURSUANT TO SECTION 902 OF THE SARBANES-OXLEY ACT OF
        2002**