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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 
 Form 10-Q
 (Mark One)
 þ
    
    Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarter ended June 30, 2008
 or
 o
    
    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 001-31404
 Matrixx Initiatives, Inc.
  Delaware
    
    87-0482806(State or other jurisdiction
    
    (I.R.S. Employerof incorporation or organization)
    
    Identification Number)
 8515 E. Anderson Drive
Scottsdale, AZ 85255
 (602) 385-8888
 þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



MATRIXX INITIATIVES, INC.
FORM 10-Q
INDEX
 PagePART I FINANCIAL INFORMATIONItem 1. Condensed Consolidated Balance Sheets as of
June 30, 2008 (Unaudited) and March 31, 2008
    
    
    1Condensed Consolidated Statements of
Operations for the three months ended
June 30, 2008 and 2007 (Unaudited)
    
    
    2Condensed Consolidated Statements of
Cash Flows for the three months ended
June 30, 2008 and 2007 (Unaudited)
    
    
    3Notes to Condensed Consolidated
Financial Statements (Unaudited)
    
    
    4Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations
    
    
    8Item 3. Quantitative and Qualitative Disclosures
About Market Risk
    
    
    17Item 4. Controls and Procedures
    
    
    17PART II OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    17Item 1A. Risk Factors
    
    
    18Item 2. Unregistered Sales of Securities and Use of Proceeds
    
    
    18Item 6. Exhibits
    
    
    18SIGNATURES
    
    
    19EX-31.1EX-31.2EX-32.1EX-32.2




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MATRIXX INITIATIVES, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
  June 30,
    
    March 31,2008
    
    2008ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    24,228,602
    
    
    $
    27,932,672Accounts receivable:Trade, net of allowance for doubtful accounts of $208,877 and $209,377
    
    
    8,149,347
    
    
    
    12,051,847Other receivable
    
    
    
    
    
    
    39,363Insurance receivable
    
    
    75,000
    
    
    
    75,000Inventories
    
    
    12,865,470
    
    
    
    11,530,060Prepaid expenses
    
    
    2,478,523
    
    
    
    1,743,521Interest receivable
    
    
    63,142
    
    
    
    73,904Income tax receivable
    
    
    1,875,229
    
    
    
    Deferred tax asset
    
    
    1,564,421
    
    
    
    1,739,490Total Current Assets
    
    
    51,299,734
    
    
    
    55,185,857Property and Equipment, at cost:Office furniture and computer equipment
    
    
    1,631,866
    
    
    
    1,560,403Machine tooling and manufacturing equipment
    
    
    4,851,916
    
    
    
    5,330,728Laboratory furniture and equipment
    
    
    437,267
    
    
    
    437,267Leasehold improvements
    
    
    544,211
    
    
    
    514,6747,465,260
    
    
    
    7,843,072Less accumulated depreciation
    
    
    (2,466,917
    )
    
    
    (2,753,222
    )Net Property and Equipment
    
    
    4,998,343
    
    
    
    5,089,850Other Assets:Deposits
    
    
    366,513
    
    
    
    379,205Other assets
    
    
    110,034
    
    
    
    110,034Restricted cash
    
    
    
    
    
    
    500,000Debt issuance costs, net of accumulated amortization of $7,198 and $5,398
    
    
    7,197
    
    
    
    8,997Patents, net of accumulated amortization of $618,492 and $582,670
    
    
    1,798,969
    
    
    
    1,834,791Goodwill
    
    
    15,039,836
    
    
    
    15,039,836Total Other Assets
    
    
    17,322,549
    
    
    
    17,872,863Total Assets
    
    $
    73,620,626
    
    
    $
    78,148,570LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable
    
    $
    3,057,590
    
    
    $
    1,307,881Accrued expenses
    
    
    4,028,804
    
    
    
    4,433,841Sales commissions
    
    
    131,644
    
    
    
    533,384Sales returns and allowances
    
    
    1,557,089
    
    
    
    1,271,791Legal liability
    
    
    1,095,000
    
    
    
    1,100,000Accrued taxes
    
    
    
    
    
    
    1,927,025Total Current Liabilities
    
    
    9,870,127
    
    
    
    10,573,922Deferred tax liability
    
    
    1,924,790
    
    
    
    2,022,427Total Liabilities
    
    
    11,794,917
    
    
    
    12,596,349Commitments and ContingenciesStockholders Equity:Preferred stock: $.001 par value, 2,000,000 shares authorized, none issued
    
    
    
    
    
    
    Common stock: $.001 par value, 30,000,000 shares authorized, 9,802,618 and
10,175,412 shares issued
    
    
    9,802
    
    
    
    10,175Additional paid-in capital
    
    
    44,434,486
    
    
    
    50,960,220Retained earnings
    
    
    19,860,517
    
    
    
    22,126,37464,304,805
    
    
    
    73,096,769Less common stock held in treasury, at cost (161,500 and 547,769 shares)
    
    
    (2,479,096
    )
    
    
    (7,544,548
    )Total Stockholders Equity
    
    
    61,825,709
    
    
    
    65,552,221Total Liabilities and Stockholders Equity
    
    $
    73,620,626
    
    
    $
    78,148,570
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MATRIXX INITIATIVES, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 FOR THE THREE MONTHS ENDED JUNE 30, 2008 AND 2007
  2008
    
    2007Net sales
    
    $
    8,508,044
    
    
    $
    8,573,428Cost of sales
    
    
    3,194,283
    
    
    
    2,835,354Gross Profit
    
    
    5,313,761
    
    
    
    5,738,074Selling, general and administrative expenses
    
    
    8,462,126
    
    
    
    6,256,215Research and development
    
    
    610,295
    
    
    
    1,453,053Loss From Operations
    
    
    (3,758,660
    )
    
    
    (1,971,194
    )Interest and other income
    
    
    107,234
    
    
    
    246,575Loss Before Benefit From Income Taxes
    
    
    (3,651,426
    )
    
    
    (1,724,619
    )Benefit from income taxes
    
    
    (1,385,569
    )
    
    
    (662,523
    )Net Loss
    
    $
    (2,265,857
    )
    
    $
    (1,062,096
    )Net Loss Per Share of Common Stock:Basic and Diluted:Weighted Average Number of Common Shares
Outstanding
    
    
    9,366,544
    
    
    
    9,778,192Net Loss Per Share of Common Stock
    
    $
    (0.24
    )
    
    $
    (0.11
    )
  2




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MATRIXX INITIATIVES, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR THE THREE MONTHS ENDED JUNE 30, 2008 AND 2007
  2008
    
    2007Cash Flows From Operating ActivitiesNet loss
    
    $
    (2,265,857
    )
    
    $
    (1,062,096
    )Adjustments to reconcile net loss to net cash
used by operating activities:Depreciation
    
    
    217,295
    
    
    
    307,741Amortization
    
    
    37,622
    
    
    
    39,683Deferred income taxes
    
    
    77,432
    
    
    
    (727,654
    )Common stock issued for compensation
    
    
    796,785
    
    
    
    399,027Changes in assets and liabilities:Accounts receivable
    
    
    3,941,863
    
    
    
    2,094,494Insurance receivable
    
    
    
    
    
    
    2,092,500Interest and other receivables
    
    
    10,762
    
    
    
    (2,478
    )Income taxes
    
    
    (3,802,254
    )
    
    
    (10,000
    )Inventories
    
    
    (1,335,410
    )
    
    
    (2,579,014
    )Prepaid expenses and other
    
    
    (735,002
    )
    
    
    (1,509,173
    )Accounts payable
    
    
    1,749,709
    
    
    
    557,408Accrued expenses
    
    
    (806,777
    )
    
    
    (280,817
    )Legal liability
    
    
    (5,000
    )
    
    
    (14,000
    )Sales returns and allowances
    
    
    285,298
    
    
    
    (870,457
    )Net Cash Used By Operating Activities
    
    
    (1,833,534
    )
    
    
    (1,564,836
    )Cash Flows From Investing ActivitiesCapital expenditures
    
    
    (125,788
    )
    
    
    (62,986
    )Deposits and other
    
    
    12,692
    
    
    
    (51,209
    )Restricted cash
    
    
    500,000
    
    
    
    Net Cash Provided (Used) By Investing Activities
    
    
    386,904
    
    
    
    (114,195
    )Cash Flows From Financing Activities:Issuance of common stock
    
    
    221,656
    
    
    
    258,703Purchase of treasury stock
    
    
    (2,479,096
    )
    
    
    Net Cash Provided (Used) By Financing Activities
    
    
    (2,257,440
    )
    
    
    258,703Net Decrease in Cash and Cash Equivalents
    
    
    (3,704,070
    )
    
    
    (1,420,328
    )Cash and Cash Equivalents at Beginning of Period
    
    
    27,932,672
    
    
    
    16,944,189Cash and Cash Equivalents at End of Period
    
    $
    24,228,602
    
    
    $
    15,523,861Supplemental Disclosure of Cash Flow Information:Cash paid for income taxes
    
    $
    2,268,000
    
    
    $
    Supplemental Disclosure of Noncash Financing Activities:Retirement of treasury stock
    
    $
    7,544,548
    
    
    $
    
  3




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MATRIXX INITIATIVES, INC.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
     Share-Based Payment
   4




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MATRIXX INITIATIVES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  Earnings Per Share,
  Three Months EndedJune 30,2008
    
    
    2007Net loss applicable to common shareholders
    
    $
    (2,265,857
    )
    
    $
    (1,062,096
    )Weighted average common shares outstanding  Basic
    
    
    9,366,544
    
    
    
    9,778,192Dilutive Securities:Options
    
    
    
    
    
    
    Restricted Stock
    
    
    
    
    
    
    Weighted average common shares outstanding  Diluted
    
    
    9,366,544
    
    
    
    9,778,192Net loss per common share:Basic
    
    $
    (0.24
    )
    
    $
    (0.11
    )Diluted
    
    $
    (0.24
    )
    
    $
    (0.11
    )
   June 30,
    
    
    March 31,2008
    
    
    2008Raw materials and packaging
    
    $
    4,067,033
    
    
    $
    3,887,906Finished goods
    
    
    8,798,437
    
    
    
    7,642,154Total
    
    $
    12,865,470
    
    
    $
    11,530,060
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MATRIXX INITIATIVES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  Business Combinations, Accounting for Costs Associated with Exit or Disposal Activities,
 Disclosures about Derivative Instruments and
Hedging Activities  an amendment of FASB Statement No. 133
 The Hierarchy of Generally Accepted Accounting
Principles (SFAS 162). The Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles. The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.
   6




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MATRIXX INITIATIVES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  Litigation
   Product Liability Matters
 General.
   Potential Claimants.
  Companys Position Regarding the Allegations.
 7




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MATRIXX INITIATIVES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 Litigation Reserves
   ®
  8




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
 ®
    3 Months Ended June 30,$000s
    
    2008
    
    % NS
    
    2007
    
    % NSNet Sales
    
    $
    8,508
    
    
    
    100
    %
    
    $
    8,573
    
    
    
    100
    %Marketing
    
    $
    2,922
    
    
    
    34
    %
    
    $
    2,143
    
    
    
    25
    %Sales
    
    $
    650
    
    
    
    8
    %
    
    $
    742
    
    
    
    9
    %General & Administrative
    
    $
    4,147
    
    
    
    48
    %
    
    $
    2,542
    
    
    
    29
    %Product Liability Litigation
    
    $
    743
    
    
    
    9
    %
    
    $
    829
    
    
    
    10
    %Total Selling, General, and
Administrative
    
    $
    8,462
    
    
    
    99
    %
    
    $
    6,256
    
    
    
    73
    %Research & Development
    
    $
    610
    
    
    
    7
    %
    
    $
    1,453
    
    
    
    17
    %
  9




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##### Table of Contents



1)
    
    We compare our year-to-date sales and net income performance against our stated annual
goal for each. For fiscal 2009, our goal is to grow sales 5% to 10% above the $101.0
million recorded for the fiscal year ended March 31, 2008 (resulting in revenue in the
range of $106.0 million  $111.1 million), and to increase net income 20% to 30% above the
$10.4 million realized in fiscal 2008 (resulting in net income in the range of $12.5
million  $13.5 million). As previously reported, we have notified our retail customers
about a voluntary recall of certain products. We do not anticipate the recall will prevent
us from achieving our fiscal 2009 sales and income goals.2)
    
    We monitor our share of the cough and cold market because increased consumer purchases
of our products are an indicator of growth. For the 12 weeks ended June 15, 2008, retail
sales of our products (as measured by three outlet syndicated scanner data, not including
our largest customer, Wal-Mart) increased approximately 21% over the comparable period in
the previous year, while the entire cough and cold category increased approximately 16%
over the same period. On a retail unit sales basis, Zicam products increased 21%, while the
category increased approximately 5%. We anticipate raising the list sales price on several
of our Zicam Cold Remedy and allergy/sinus products during the quarter ending September 30,
2008.3)
    
    We measure our ability to maintain strong gross margins on our products. During the
quarter ended June 30, 2008, we realized an average gross margin of 62%, compared to the
67% average gross margin achieved in the quarter ended June 30, 2007. Gross margins on our
existing products vary between 55% and 80%. Average gross margins, in the quarter ended
June 30, 2008, were negatively impacted by the aforementioned $1.0 million increase to the
returns reserve (in excess of our customary 3.5% of gross sales) to account for expected
returns of products discontinued by retailers.4)
    
    We evaluate our operating performance by reviewing, over time, our ability to decrease
selling, general and administrative (SG&A) expenses as a percentage of net sales. We
evaluate our ability to reduce SG&A expense on an annual basis due to the seasonal
fluctuations in quarterly net sales. For the quarter ended June 30, 2008, our SG&A expenses
(excluding R&D and product liability litigation related charges) were
approximately 91% of the quarters net sales. Generally, SG&A expense for the quarter ended
June 30 are a high percentage of net sales due to the seasonally low level of sales recorded
in the fiscal first quarter.5)
    
    We review the distribution and mix of our products by key national retailers. Our ten
largest retail customers account for a substantial majority of our annual sales, and we
encourage our largest customers to carry a mix
 10




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of our highest-selling products. Retailers
generally reset their cough and cold sections during the third calendar quarter of each
year, at which time they add or discontinue products. We anticipate our retailers replacing
any of our discontinued items with other Zicam products.
 Critical Accounting Policies and Estimates
    Intangible Assets and Goodwill:
 Income Taxes: Accounting for Income Taxes
 Revenue Recognition:
 Customer Sales Returns and Allowances:
 Accounts Receivable and Allowance for Doubtful Accounts:
 11




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Legal Contingencies: Accounting for
Contingencies,
 Results of Operations for the Three Months Ended June 30, 2008 Compared to the Three Months Ended
June 30, 2007
  Three Months Ended June 30,2008
    
    
    
    
    
    
    2007Net sales
    
    $
    8,508,044
    
    
    
    100
    %
    
    $
    8,573,428
    
    
    
    100
    %Cost of sales
    
    
    3,194,283
    
    
    
    38
    
    
    
    2,835,354
    
    
    
    33Gross profit
    
    
    5,313,761
    
    
    
    62
    
    
    
    5,738,074
    
    
    
    67Selling, general and administrative
    
    
    8,462,126
    
    
    
    99
    
    
    
    6,256,215
    
    
    
    73Research & development
    
    
    610,295
    
    
    
    7
    
    
    
    1,453,053
    
    
    
    17Loss from operations
    
    
    (3,758,660
    )
    
    
    (44
    )
    
    
    (1,971,194
    )
    
    
    (23
    )Interest and other income
    
    
    107,234
    
    
    
    1
    
    
    
    246,575
    
    
    
    3Interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Loss before income taxes
    
    
    (3,651,426
    )
    
    
    (43
    )
    
    
    (1,724,619
    )
    
    
    (20
    )Benefit from income taxes
    
    
    (1,385,569
    )
    
    
    (16
    )
    
    
    (662,523
    )
    
    
    (8
    )Net Loss
    
    $
    (2,265,857
    )
    
    
    (27
    )%
    
    $
    (1,062,096
    )
    
    
    (12
    )%
 Net Sales
  Cost of Sales
  Gross Profit
  12




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Selling, General & Administrative (SG&A)
   Research and Development
  Interest & Other Income
  Loss Before Income Taxes
  Benefit
From Income Taxes
  Net Loss
  13




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Off-Balance Sheet Arrangements
  Liquidity and Capital Resources
       14




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Contractual Obligations
  Contractual Cash Obligations(In thousands of dollars)Payments due by Period as of June 30, 2008Less than
    
    
    
    
    
    
    
    
    
    
    AfterTotal
    
    
    1 year
    
    
    1-3 years
    
    
    3-5 years
    
    
    5 yearsLong-Term Debt Obligations
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0Capital Lease Obligations
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Operating Lease Obligations
    
    
    2,542
    
    
    
    519
    
    
    
    1,067
    
    
    
    956
    
    
    
    0Purchase Obligations
    
    
    1,864
    
    
    
    1,864
    
    
    
    0
    
    
    
    0
    
    
    
    0Other Long-Term Liabilities Reflected on the
Companys Balance Sheet under GAAP
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Total
    
    $
    4,406
    
    
    $
    2,383
    
    
    $
    1,067
    
    
    $
    956
    
    
    $
    0
 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
 Forward Looking Statements
  
    
    our belief that the reserve for recall costs will be sufficient;
    
    our expectation of introducing new products during the 2008/2009 cold season;
    
    our expectations regarding returns of discontinued products;
    
    our expectation regarding continued expansion of the Zicam line of products;
    
    our expectation of achieving our fiscal 2009 sales and income goals;
    
    our belief that growth in sales of our products will occur;
    
    our anticipation that we will continue to incur approximately $500,000 to $750,000 in
legal expense each quarter as a result of the Zicam Cold Remedy product liability
litigation in which we are engaged;
    
    our intention to vigorously defend the Zicam Cold Remedy product liability and
securities litigation claims, our expectation that additional product liability lawsuits
may be filed against us, and our belief that any liability resulting from these or other
lawsuits, including any adverse publicity, could materially impact our financial results;
    
    our expectation that the trend of growth in sales in future periods will continue as we
expand consumer awareness and acceptance of our entire Zicam brand of products, increase
distribution, and introduce new products;
    
    our expectations regarding the effect of recently issued accounting standards;
    
    our expectation that our mix of products sold will change due to seasonality and
varying growth rates within the market groups;
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##### Table of Contents




    
    our expectation that retailers will replace discontinued items with new Zicam products
in the upcoming cold season;
    
    our anticipation of sales price increases in fiscal 2009;
    
    our expectations regarding retailer inventory management;
    
    our expectation that sales to retailers will more closely mirror retails sales of our
products to consumers;
    
    our intention to review our product return reserve provision monthly and adjust the
reserve amounts as actual product return experience continues to develop;
    
    our expectation of making income tax payments at our statutory rates in future years;
    
    our expectation that the average unit cost of goods sold and gross margin will continue
to be affected by the relative mix of products sold;
    
    our expectation that we will not receive additional sizeable reimbursements from our
insurance carriers;
    
    our expectation that our net income and operating expenses in future periods will vary
largely in connection with the level of our sales, advertising, research and development,
and legal expenses;
    
    our expectation that research and development spending will be 3% to 4% of annual net
sales in subsequent years;
    
    our expectations regarding derivative instruments;
    
    our expectation that earnings in future periods will be significantly impacted by the
seasonality of our sales, the severity of the cold season, the revenues and expenses
associated with new products, and the timing and amount of advertising, research and
development, and legal expenses;
    
    our expectation that advertising expense will be highest in our third and fourth fiscal
quarters;
    
    our belief that our existing capital resources and our credit line will be sufficient
to fund our operations and capital requirements for the next 12 months;
    
    our expectation of introducing products in the Canadian market through a Canadian
distributor in fiscal 2009;
    
    our expectations regarding our manufacturers ability to timely produce inventory
adequate for sales of products through the 2008/2009 cough and cold season;
    
    our expectation of achieving a higher gross margin in the future;
    
    our expectations regarding the impact and conduct of the recall on demand for Zicam
products and that our manufacturer of the recalled products will be responsible for all
recall-related costs;
    
    our expectations regarding future borrowings; and
    
    our belief that moderate interest rate increases will not have a material adverse
impact on our results of operations or financial position in the foreseeable future.
  16




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Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
 Item 4. Controls and Procedures
  17




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PART II
OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Securities and Use of Proceeds
  Issuer Purchases of Equity Securities
 Total Number ofShares Purchased as
    
    Maximum Number ofTotal Number
    
    
    
    
    
    Part of Publicly
    
    Shares that May Yet beof Shares
    
    Average Price
    
    Announced Plans or
    
    Purchased Under thePeriod
    
    Purchased
    
    Paid per Share
    
    Programs
    
    Plans or Programs4/01/08-4/30/08
    
    
    
    
    
    
    
    
    
    
    534,301
    
    
    
    465,6995/01/08-5/31/08
    
    
    161,500
    
    
    $
    15.33
    
    
    
    695,801
    
    
    
    304,1996/1/08-6/30/08
    
    
    
    
    
    
    
    
    
    
    695,801
    
    
    
    304,199Total
    
    
    161,500
    
    
    $
    15.33
    
    
    
    695,801
    
    
    
    304,199
   18




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##### Table of Contents



Item 6. Exhibits
 Exhibit No.
    
    Title3.01
    
    Articles of Incorporation and Amendments thereto of the registrant (1)3.02
    
    Bylaws of the registrant (2)4.01
    
    Rights Agreement dated as of July 22, 2002 by and between the registrant and
Corporate Stock Transfer, Inc. (3)31.1*
    
    Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2*
    
    Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1*
    
    Certification of CEO pursuant to 18 U.S.C. Section 135032.2*
    
    Certification of CFO pursuant to 18 U.S.C. Section 1350
 
 *
    
    Filed with this Report on Form 10-Q.**
    
    Indicates management compensatory contract, plan or arrangement.(1)
    
    Incorporated by reference to the Registrants Amendment No. 1 to Form 8-A,
filed June 18, 2002, file number 000-27646.(2)
    
    Incorporated by reference to the Registrants Report on Form 8-K, filed July
25, 2006, file number 001-31404.(3)
    
    Incorporated by reference to the Registrants Registration Statement on Form
8-A, filed July 23, 2002, file number 001-31404. 
 SIGNATURES
  Matrixx Initiatives, Inc./s/ Carl J. JohnsonCarl J. JohnsonPresident andChief Executive OfficerAugust 6, 2008/s/ William J. HemeltWilliam J. HemeltExecutive Vice President andChief Financial OfficerAugust 6, 2008
 19