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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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(Mark One)

|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ---------------------------------------------------------------------------------------



For the Quarterly Period Ended June 30, 2003



OR



| ̈ |  | 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 0-28551



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NutriSystem, Inc.

(Exact name of Registrant as specified in its charter)



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|Delaware                                                       |  | 23-3012204                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|                                         | 
|---------------------------------------- | 
|202 Welsh Road, Horsham, Pennsylvania    | 
|(Address of principal executive offices) | 



(215) 706-5300

(Registrants telephone number, including area code)



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Indicate by
check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.



Yes  x    No ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Exchange Act).



Yes ̈No  x



Indicate the number of shares outstanding of each of the issuers classes of common stock as of August 5, 2003:



|Common Stock, $.001 par value |  | 26,050,504 shares
|----------------------------- |  | -----------------



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##### Table of Contents

NutriSystem, Inc.



INDEX TO FORM 10-Q



|                                                                                              |  | Page
|--------------------------------------------------------------------------------------------- |  | ----
|PART IFINANCIAL INFORMATION                                                                  |  |     
|                                                                                              | 
|Item 1Financial Statements                                                                   |  |     
|                                                                                              | 
|Consolidated Balance Sheets                                                                   |  | 1   
|                                                                                              | 
|Consolidated Statements of Operations                                                         |  | 2   
|                                                                                              | 
|Consolidated Statements of Cash Flows                                                         |  | 3   
|                                                                                              | 
|Notes to Consolidated Financial Statements.                                                   |  | 4   
|                                                                                              | 
|Item 2
Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 10  
|                                                                                              | 
|Item 3
Quantitative and Qualitative Disclosure About Market Risk                             |  | 17  
|                                                                                              | 
|Item 4
Controls and Procedures                                                               |  | 17  
|                                                                                              | 
|PART IIOTHER INFORMATION                                                                     |  |     
|                                                                                              | 
|Item 1
Legal Proceedings                                                                     |  | 18  
|                                                                                              | 
|Item 2
Changes in Securities and Use of Proceeds                                             |  | 18  
|                                                                                              | 
|Item 3
Defaults Upon Senior Securities                                                       |  | 18  
|                                                                                              | 
|Item 4
Submission of Matters to a Vote of Security Holders                                   |  | 18  
|                                                                                              | 
|Item 5
Other Information                                                                     |  | 19  
|                                                                                              | 
|Item 6
Exhibits and Reports on Form 8-K.                                                     |  | 19  
|                                                                                              | 
|SIGNATURES                                                                                    |  | 20  





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NUTRISYSTEM, INC. AND SUBSIDIARIES



CONSOLIDATED BALANCE SHEETS



(Amounts in
thousands, except share data)



|                                                                                                                                                             |  | June 30, 2003 |         |   | December 31, 2002 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------- | ------- | - | ----------------- | -
|                                                                                                                                                             |  | (Unaudited)   |         |   | (Audited)         |  
|ASSETS                                                                                                                                                       |  |               |         |   |                   |  
|                                                                                                                                                             |  |              
|CURRENT ASSETS                                                                                                                                               |  |               |         |   |                   |  
|Cash and cash equivalents                                                                                                                                    |  | $             | 4,796   |   |                   | $
|Restricted cash                                                                                                                                              |  |               | 250     |   |                   |  
|Trade receivables                                                                                                                                            |  |               | 520     |   |                   |  
|Inventories                                                                                                                                                  |  |               | 1,368   |   |                   |  
|Deferred tax asset                                                                                                                                           |  |               | 930     |   |                   |  
|Other current assets                                                                                                                                         |  |               | 275     |   |                   |  
|                                                                                                                                                             |  |               |         |   |                   |  
|Total current assets                                                                                                                                         |  |               | 8,139   |   |                   |  
|                                                                                                                                                             |  |              
|FIXED ASSETS, net                                                                                                                                            |  |               | 355     |   |                   |  
|                                                                                                                                                             |  |              
|GOODWILL                                                                                                                                                     |  |               |        |   |                   |  
|                                                                                                                                                             |  |              
|DEFERRED TAX ASSET                                                                                                                                           |  |               | 2,073   |   |                   |  
|                                                                                                                                                             |  |              
|OTHER ASSETS                                                                                                                                                 |  |               | 123     |   |                   |  
|                                                                                                                                                             |  |               |         |   |                   |  
|                                                                                                                                                             |  | $             | 10,690  |   |                   | $
|                                                                                                                                                             |  |               |         |   |                   |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                         |  |               |         |   |                   |  
|                                                                                                                                                             |  |              
|CURRENT LIABILITIES                                                                                                                                          |  |               |         |   |                   |  
|Accounts payable                                                                                                                                             |  | $             | 1,033   |   |                   | $
|Accrued payroll and related benefits                                                                                                                         |  |               | 111     |   |                   |  
|Deferred revenue                                                                                                                                             |  |               | 223     |   |                   |  
|Other current liabilities                                                                                                                                    |  |               | 418     |   |                   |  
|                                                                                                                                                             |  |               |         |   |                   |  
|Total current liabilities                                                                                                                                    |  |               | 1,785   |   |                   |  
|                                                                                                                                                             |  |              
|NON-CURRENT LIABILITIES                                                                                                                                      |  |               | 179     |   |                   |  
|                                                                                                                                                             |  |               |         |   |                   |  
|Total liabilities                                                                                                                                            |  |               | 1,964   |   |                   |  
|                                                                                                                                                             |  |               |         |   |                   |  
|CONTINGENCIES (Note 5)                                                                                                                                       |  |               |         |   |                   |  
|                                                                                                                                                             |  |              
|STOCKHOLDERS EQUITY                                                                                                                                         |  |               |         |   |                   |  
|Preferred stock, $.001 par value (5,000,000 shares authorized, no shares outstanding)                                                                        |  |               |        |   |                   |  
|Common stock, $.001 par value (100,000,000 shares authorized; shares issued and outstanding26,050,504 at June 30, 2003 and
26,218,937 at December 31, 2002) |  |               | 26      |   |                   |  
|Additional paid-in capital                                                                                                                                   |  |               | 28,691  |   |                   |  
|Warrants                                                                                                                                                     |  |               | 324     |   |                   |  
|Accumulated deficit                                                                                                                                          |  |               | (20,315 | ) |                   |  
|                                                                                                                                                             |  |               |         |   |                   |  
|Total stockholders equity                                                                                                                                   |  |               | 8,726   |   |                   |  
|                                                                                                                                                             |  |               |         |   |                   |  
|                                                                                                                                                             |  | $             | 10,690  |   |                   | $
|                                                                                                                                                             |  |               |         |   |                   |  



The accompanying notes
are an integral part of these consolidated financial statements.



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NUTRISYSTEM, INC. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF OPERATIONS



(Unaudited, amounts in thousands, except per share data)



|                                     |  | Three Months Ended June 30 |        | Six Months Ended June 30
|------------------------------------ |  | -------------------------- | ------ | ------------------------
|                                     |  | 2003                       |        |                         
|REVENUES                             |  | $                          | 6,315  |                         
|                                     |  |                            |        |                         
|COSTS AND EXPENSES:                  |  |                            |        |                         
|Cost of revenues                     |  |                            | 3,557  |                         
|Advertising and marketing            |  |                            | 761    |                         
|General and administrative           |  |                            | 1,748  |                         
|Warehouse closing costs              |  |                            |       |                         
|Depreciation and amortization        |  |                            | 53     |                         
|                                     |  |                            |        |                         
|Total costs and expenses             |  |                            | 6,119  |                         
|                                     |  |                            |        |                         
|Operating income                     |  |                            | 196    |                         
|                                     |  |                            |        |                         
|EQUITY IN LOSSES OF AFFILIATE        |  |                            | (1     | )                       
|                                     |  |                            |        |                         
|INTEREST INCOME, net                 |  |                            | 16     |                         
|                                     |  |                            |        |                         
|Income before income taxes           |  |                            | 211    |                         
|                                     |  |                            |        |                         
|INCOME TAX PROVISION (BENEFIT)       |  |                            | (1,887 | )                       
|                                     |  |                            |        |                         
|Net income                           |  | $                          | 2,098  |                         
|                                     |  |                            |        |                         
|BASIC INCOME PER SHARE               |  | $                          | 0.08   |                         
|                                     |  |                            |        |                         
|DILUTED INCOME PER SHARE             |  | $                          | 0.08   |                         
|                                     |  |                            |        |                         
|WEIGHTED AVERAGE SHARES OUTSTANDING: |  |                            |        |                         
|                                     |  |                            |        |                         
|Basic                                |  |                            | 26,174 |                         
|                                     |  |                            |        |                         
|Diluted                              |  |                            | 26,632 |                         



The accompanying notes
are an integral part of these consolidated financial statements.



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NUTRISYSTEM, INC. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF CASH FLOWS



(Unaudited, amounts in thousands)



|                                                                                  |  | Six Months Ended June 30 |       
|--------------------------------------------------------------------------------- |  | ------------------------ | ------
|                                                                                  |  | 2003                     |       
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |  |                          |       
|Net income                                                                        |  | $                        | 2,749 
|Adjustments to reconcile net income to net cash provided by operating activities- |  |                          |       
|Equity in losses of affiliate                                                     |  |                          | 91    
|Depreciation and amortization                                                     |  |                          | 130   
|Deferred taxes                                                                    |  |                          | (1,909
|Loss on disposals                                                                 |  |                          | 132   
|Other non-cash adjustments                                                        |  |                          | 37    
|Changes in operating assets and liabilities-                                      |  |                          |       
|Restricted cash                                                                   |  |                          | 75    
|Trade receivables                                                                 |  |                          | (119  
|Inventories                                                                       |  |                          | 1,517 
|Other assets                                                                      |  |                          | 361   
|Accounts payable                                                                  |  |                          | (552  
|Accrued payroll and related benefits                                              |  |                          | (31   
|Deferred revenue                                                                  |  |                          | (283  
|Other liabilities                                                                 |  |                          | (236  
|                                                                                  |  |                          |       
|Net cash provided by operating activities                                         |  |                          | 1,962 
|                                                                                  |  |                          |       
|CASH FLOWS FROM INVESTING ACTIVITIES:                                             |  |                          |       
|Capital additions, net of proceeds from dispositions                              |  |                          | (17   
|Investment in affiliate                                                           |  |                          | (50   
|                                                                                  |  |                          |       
|Net cash used for investing activities                                            |  |                          | (67   
|                                                                                  |  |                          |       
|CASH FLOWS FROM FINANCING ACTIVITIES:                                             |  |                          |       
|Issuance of common share, net of costs                                            |  |                          | 19    
|Treasury stock purchases, at cost                                                 |  |                          | (123  
|                                                                                  |  |                          |       
|Net cash used for financing activities                                            |  |                          | (104  
|                                                                                  |  |                          |       
|NET CHANGE IN CASH AND CASH EQUIVALENTS                                           |  |                          | 1,791 
|                                                                                  |  |                         
|CASH AND CASH EQUIVALENTS, beginning of period                                    |  |                          | 3,005 
|                                                                                  |  |                          |       
|CASH AND CASH EQUIVALENTS, end of period                                          |  | $                        | 4,796 
|                                                                                  |  |                          |       



The accompanying notes
are an integral part of these consolidated financial statements.



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NUTRISYSTEM, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(In
thousands, except share amounts)



(Unaudited)



1. BACKGROUND



Nature of the Business



NutriSystem, Inc. (a Delaware corporation) together with its subsidiaries (the Company) provides weight loss programs and distributes pre-packaged foods. In
September 2000, the Company changed its name from nutrisystem.com inc. to Nutri/System, Inc. and in 2003 the Company changed its name to NutriSystem, Inc.



NutriSystem, Inc. and its predecessor businesses, including NutriSystem L.P. and NutriSystem Direct, L.L.C. (collectively, the
Predecessor Businesses), have historically operated through Company-owned and franchised weight loss centers. Currently, the territories of the eight remaining independent franchised weight loss centers encompass less than 1% of the
United States population, approximately 26 independent center-based distributors operate without franchise agreements (case distributors) and there are no Company-operated centers. In 1998, the Company initiated NutriSystem Direct,
L.L.C., a marketing program using independent commissioned representatives. In late 1999, the Company began selling directly to the consumer through the Internet and by telephone. In 2001, the Company began selling foods through QVC, a shopping
television network. The Companys pre-packaged foods are now sold to weight loss program participants directly by Internet and telephone and through QVC, independent commissioned representatives and franchised and case distributor weight loss
centers.



Since the inception of the NutriSystem business in 1972, the Company
and its predecessors have operated in various organizational and legal structures. In early 1993, the business was party to a bankruptcy proceeding. This case was converted to a Chapter 11 proceeding effective June 4, 1993. One of the Companys
predecessors operated as a debtor in possession through December 1993. In 1999, the Company acquired the Predecessor Businesses for cash of $3,400 plus 17,500,000 shares of common stock. In order to fund the Companys purchase of the
Predecessor Businesses and planned investments, the Company completed a private placement in 1999 that raised net proceeds of approximately $7,574. The Company completed another private placement in 2000 that raised net proceeds of $2,462.



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Presentation of Financial Statements



The Companys consolidated financial statements include the accounts of NutriSystem,
Inc. and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.



Interim Financial Statements (Unaudited)



The accompanying consolidated financial statements as of June 30, 2003 and for the three and six months ended June 30, 2002 and 2003 are unaudited and, in the opinion of
management, include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the Companys financial position and results of operations for these interim periods. The results of operations for the
three and six months ended June 30, 2002 and 2003 are not necessarily indicative of the results to be expected for any other interim period or the year ending December 31, 2003.



Restricted Cash



Restricted cash represents minimum cash deposited in banks required under certain vendor arrangements.



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Inventories



Inventories consist principally of packaged food held in the Companys warehouse or in a QVC distribution center (see Revenue Recognition below). Inventories are
valued at the lower of cost or market, with cost determined using the first-in, first-out (FIFO) method.



Fixed Assets



Fixed assets are stated
at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the related assets, which are generally three to seven years. Leasehold improvements and equipment under capital leases are amortized on a
straight-line basis over the lesser of the estimated useful life of the asset or the related lease terms. Expenditures for repairs and maintenance are charged to expense as incurred, while major renewals and improvements are capitalized.



Goodwill



Goodwill represents the excess of the consideration paid over the fair value of net assets acquired, and was generated from the acquisition
of a minority interest in the Company. As of December 31, 2002 goodwill was $527 and accumulated amortization was $237. Consistent with the Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible
Assets (SFAS 142), effective January 1, 2002, the Company no longer amortizes goodwill (see Recently Issued Accounting Pronouncements below). In June 2003, the Company eliminated goodwill in connection with the recognition of
deferred tax assets (see Note 6).



Investment Carried Under the Equity
Method



The Company has invested $206 for a 25% interest in Turning Point
Weight Loss Centers, LLC (Turning Point), a start up company formed to provide diet and fitness programs in center locations. For the six months ended June 30, 2003, the Company recorded a loss of $91 in the statement of operations under
the caption Equity in losses of affiliate, representing the Companys remaining net investment in Turning Point. In the second quarter of 2003, the Company obtained a release from indemnifications previously provided to certain
affiliates of Turning Point. As of June 30, 2003, the Company had no commitment to make any further investments in Turning Point.



Valuation of Long-Lived Assets



In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long Lived Assets (SFAS 144), management continually evaluates
whether events or circumstances have occurred that indicate that the remaining useful lives of the Companys long-lived assets, primarily fixed assets, should be revised or that the remaining balance of such assets may not be recoverable using
objective methodologies. Such methodologies include evaluations based on the undiscounted cash flows generated by the underlying assets or other determinants of fair value. As of June 30, 2003 and December 31, 2002, respectively, management believes
that no reductions to the remaining useful lives or write-downs of long-lived assets are required.



Revenue Recognition



Revenues are
recognized when the related products are shipped to the end-consumer or to franchise or case distributors. Revenues for products distributed through QVC are recognized when QVC ships the products from their distribution center to the end-consumer.
Product inventory held by QVC is carried in the Companys inventories and payments received from QVC in advance of shipments to the end-consumer are recorded as deferred revenue in the consolidated balance sheet.



Revenues are primarily from pre-packaged food sales, which include amounts billed for
shipping and handling, and are presented net of returns and free food products provided to consumers. Revenues also include the sale of print materials to franchisees and independent distributors, as well as franchise royalty fees. Revenues from
shipping and handling charges were $164 and $229 for the six months ended June 30, 2003 and 2002, respectively.



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Advertising Costs



Advertising and marketing expense includes advertising, marketing and promotional expenses and payroll related expenses for personnel engaged in these activities. The
Company follows the American Institute of Certified Public Accountants (AICPA) Statement of Position 93-7, Reporting for Advertising Costs to account for Internet site-linking arrangements. Internet advertising expense is
recognized based on either the rate of delivery of a guaranteed number of impressions over the advertising contract term or on a cost per customer acquired, depending upon the payment terms. All other advertising costs are charged to expense as
incurred. At June 30, 2003 and December 31, 2002, $19 and $283, respectively, of prepaid advertising was included in prepaid expenses. Advertising expense was $1,047 and $845 during the six months ended June 30, 2003 and 2002, respectively.



Income Taxes



Income taxes are accounted for under the asset and liability method. Deferred tax assets and
liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit
carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets
and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.



At December 31, 2002, deferred tax assets were offset by a full valuation allowance. In the second quarter of 2003, management determined based on an analysis of the
cumulative level of pretax profits over the past three years and projected level of profits that recognition of deferred tax assets was more likely than not. As a result, the valuation allowance was eliminated, a deferred tax asset and liability
were recorded on the June 30, 2003 consolidated balance sheet and an income tax benefit was recorded in the statement of operations (see Note 6).



Fair Value of Financial Instruments



The carrying values of the Companys financial instruments, including cash, cash equivalents, trade receivables and accounts payable, approximate their fair values
due to the short-term nature of these instruments.



Net Income Per Common
Share



Basic net income per common share is computed by dividing net
income by the weighted average number of shares of common stock outstanding. For the three and six months ended June 30, 2003 and 2002, diluted net income per common share reflects the potential dilution from the exercise of outstanding options into
common stock. For the six months ended June 30, 2003 and 2002, common stock equivalents representing 2,313,183 and 2,110,183 shares of common stock, respectively, were excluded from weighted average shares for diluted net income per share purposes
since their effect would be anti-dilutive.



Cash Flow Information



For purposes of the consolidated statements of cash flows, the Company
considers all highly liquid investments purchased with original maturities of three months or less as cash equivalents. Cash equivalents at June 30, 2003 and December 31, 2002 consist of $0 and $200 in certificates of deposit, respectively.



The Company made payments for income taxes of $35 and $5 for the six months
ended June 30, 2003 and 2002, respectively. Payments for interest were $1 and $2 for the six months ended June 30, 2003 and 2002, respectively.



Recently Issued Accounting Pronouncements



In December 2002, the Financial Accounting Standards Board (FASB) issued SFAS No. 148, Accounting for Stock-Based Compensationan Amendment to FASB
Statement No. 123, which amends SFAS 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee
compensation. In addition, this statement amends the disclosure requirements of



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SFAS 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. Management has elected to continue to apply the intrinsic-value based method of accounting under Accounting Principals Board (APB) Opinion No. 25, Accounting for Stock Issued to
Employees, and related interpretations. The disclosure requirements of SFAS No. 148 are included in Note 2.



In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51. This Interpretation addresses the consolidation by business enterprises
of variable interest entities as defined in the Interpretation. The Interpretation applies immediately to variable interests in variable interest entities created after January 31, 2003 and to variable interests in variable interest entities
obtained after January 31, 2003. Management does not believe the adoption of this Interpretation will have an impact on the Companys consolidated financial position or results of operations.



The FASB has recently issued SFAS No. 149, Amendment of Statement 133 on Derivative
Instruments and Hedging Activities and SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity. In addition, the Emerging Issues Task Force recently issued EITF Issue 00-21,
Revenue Arrangements with Multiple Deliverables. The adoption of these accounting pronouncements is not expected to have a material impact on the Companys consolidated financial position or results of operations.



Use of Estimates



The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and operating expenses during the reporting period. Actual results could differ
from these estimates.



Certain Reclassifications



Certain prior year amounts have been reclassified to conform to the current year
presentation.



3. STOCK OPTIONS



The Company applies the intrinsic-value-based method of accounting prescribed by Accounting
Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations, to account for its fixed-plan stock options. Under this method, compensation expense is recorded on the date of grant only if the
current market price of the underlying stock exceeded the exercise price. SFAS 123 established accounting and disclosure requirements using a fair-value-based method of accounting for stock-based employee compensation plans. As allowed by SFAS 123,
as amended in SFAS 148, the Company has elected to continue to apply the intrinsic-value-based method of accounting described above and has adopted only the disclosure requirements.



Had compensation cost for the Companys common stock options been determined based upon
the fair value of the options at the date of grant, as prescribed under SFAS 123, as amended by SFAS 148, the Companys net income and net income per share would have been changed to the following pro forma amounts:



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|                                                                                                                      |  | Three Months Ended June 30 |       |   | Six Months Ended June 30 |  
|--------------------------------------------------------------------------------------------------------------------- |  | -------------------------- | ----- | - | ------------------------ | -
|                                                                                                                      |  | 2003                       |       |   | 2002                     |  
|Net income:                                                                                                           |  |                            |       |   |                          |  
|As reported                                                                                                           |  | $                          | 2,098 |   |                          | $
|Add stock-based employee compensation expense included in reported net income, net of tax                             |  |                            |      |   |                          |  
|Impact of total stock-based compensation expense determined under fair-value based method for all rewards, net of
tax |  |                            | (76   | ) |                          |  
|                                                                                                                      |  |                            |       |   |                          |  
|Pro forma                                                                                                             |  | $                          | 2,022 |   |                          | $
|                                                                                                                      |  |                            |       |   |                          |  
|Basic net income per share:                                                                                           |  |                            |       |   |                          |  
|As reported                                                                                                           |  | $                          | 0.08  |   |                          | $
|                                                                                                                      |  |                            |       |   |                          |  
|Pro forma                                                                                                             |  | $                          | 0.08  |   |                          | $
|                                                                                                                      |  |                            |       |   |                          |  
|Diluted net income per share:                                                                                         |  |                            |       |   |                          |  
|As reported                                                                                                           |  | $                          | 0.08  |   |                          | $
|                                                                                                                      |  |                            |       |   |                          |  
|Pro forma                                                                                                             |  | $                          | 0.08  |   |                          | $
|                                                                                                                      |  |                            |       |   |                          |  



In calculating pro forma compensation,
the fair value of each stock option is estimated on the date of grant using the Black-Scholes option pricing model and the following weighted-average assumptions:



|                         |  | Three Months Ended June 30 |   |  | Six Months Ended June 30 |  
|------------------------ |  | -------------------------- | - |  | ------------------------ | -
|                         |  | 2003                       |   |  | 2002                     |  
|Dividend yield           |  | None                       |   |  | None                     |  
|Expected volatility      |  | 104.2                      | % |  | 93.3                     | %
|Risk-free interest rate  |  | 2.2                        | % |  | 4.9                      | %
|Expected life (in years) |  | 5.3                        |   |  | 5.3                      |  



The weighted-average fair value of the
options issued in the three and six months ended June 30, 2003 and 2002, were $0.46, $0.47, $0.61 and $0.33, respectively.



4. CAPITAL STOCK



Common Stock



The Company did not issue
any shares of common stock in the first six months of 2002 and issued 51,667 shares of common stock upon the exercise of common stock options in the first six months of 2003.



Treasury stock is accounted for using the cost method. In 2002 the Company repurchased 869,791 shares of common stock for an aggregate cost
of $695 (an average price of $0.80 per share). For the six months ended June 30, 2003, 220,100 shares were repurchased for an aggregate cost of $124 (an average price of $0.56 per share). To date, all treasury stock has been retired. Management has
been authorized to repurchase up to 5,000,000 shares of common stock, and through June 30, 2003 a total of 2,760,291 shares have been repurchased.



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Preferred Stock



The Company has authorized 5,000,000 shares of preferred stock issuable in series upon resolution of the Board of Directors. Unless otherwise required by law, the Board
of Directors can, without stockholder approval, issue preferred stock in the future with voting and conversion rights that could adversely affect the voting power of the common stock. The issuance of preferred stock may have the effect of delaying,
averting or preventing a change in control of the Company.



5. CONTINGENCIES



In July 2002, six franchise operators filed a suit against the Company
alleging that the Company has violated the terms of its franchise agreements and certain other trade laws. The suit requests an undefined amount of damages. Management plans to vigorously contest this suit. While at this point the loss, if any, can
not be reasonably estimated, management, after consultation with legal counsel, believes that the outcome of such matter will not have a material adverse effect on the Companys consolidated financial position, results of operations or cash
flows in future years.



6. INCOME TAXES



At December 31, 2002, the Company had net operating loss carryforwards of approximately $5
million for federal and state tax purposes. As a result of a change of control transaction which occurred in December 2002, approximately $2 million of the net operating loss carryforwards are subject to usage limitations pursuant to the rules of
Internal Revenue Code section 382. Net operating losses will begin to expire in 2014. The net operating loss carryforwards offset the $862 of income before income taxes for the six months ended June 30, 2003. In addition, deferred income taxes were
recorded for other differences in bases of assets and liabilities for financial reporting and income tax purposes. Through March 2003, a valuation allowance had been maintained for the deferred tax asset based on managements assessment that
the deferred tax asset would not be realized given the historical taxable levels of income (loss), the uncertainty of future operating results, tax planning strategies, and the expiration date of net operating loss carryforwards. In the second
quarter of 2003, management determined based on an analysis of the cumulative level of pretax profits over the past three years, projected levels of profits, schedule of reversal of deferred taxes, and tax strategies that recognition of the benefits
related to deferred tax assets was more likely than not. As a result, the valuation allowance was eliminated, a deferred tax asset was recorded on the June 30, 2003 consolidated balance sheet and an income tax benefit was recorded in the quarter. A
portion of the deferred tax asset recognized in the second quarter of 2003 arose prior to a 1999 merger transaction; in order to reflect the recognition of the deferred tax asset on the previously recorded merger transaction, the Company eliminated
$290 of goodwill and credited equity by $790.



Starting in 2001, the Company
offset taxable income for federal tax purposes with net operating loss carryforwards. For state tax purposes, there is a limitation on the amount of net operating loss carryforwards that can be utilized in a given year to offset state taxable
income. However, the state taxable income in 2003 and 2002 is below the annual limitation.



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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



Except for the historical information contained herein, this Report on Form 10-Q contains certain forward-looking statements that involve substantial
risks and uncertainties. When used in this Report, the words anticipate, believe, estimate, expect and similar expressions, as they relate to NutriSystem, Inc. or its management, are intended to
identify such forward-looking statements. The Companys actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors that could cause or contribute
to such differences include those set forth in BusinessRisk Factors as disclosed in the Companys Form 10K filed March 19, 2003 with the Securities and Exchange Commission. Accordingly, there is no assurance that the results
in the forward-looking statements will be achieved.



The
following discussion should be read in conjunction with the financial information included elsewhere in this Report on Form 10-Q. Dollar amounts are stated in thousands except share data.



Background



NutriSystem, Inc. (a Delaware corporation) together with its subsidiaries (NutriSystem or the Company) provides weight loss
programs and distributes pre-packaged foods. The NutriSystem diet program was originally developed by the Companys predecessor businesses, including Nutri/System L.P. and Nutri/System Direct, L.L.C. (collectively, the Predecessor
Businesses), that operated through company-owned and franchised weight loss centers. Currently, the territories of the eight remaining independent franchised weight loss centers encompass less than 1% of the United States population and there
are no company-owned centers. In addition, there are approximately 26 independent center-based distributors that operate without franchise agreements. These distributors are referred to as case distributors. In 1998, the Company initiated
Nutri/System Direct, L.L.C., a marketing program using independent commissioned representatives. In late 1999, the Company began selling directly to the consumer through the Internet and by telephone. In 2001, the Company began selling foods through
QVC, a television shopping network. The Companys pre-packaged foods are now sold to weight loss program participants directly via the Internet and telephone (the Direct sales channel) and through QVC and independent commissioned
representatives (the Field Sales channel) and franchised and case distributor weight loss centers (the Franchise channel). In September 2000, the Company changed its name from nutrisystem.com inc. to Nutri/System, Inc. and
the Company changed its name to NutriSystem, Inc. in 2003.



Since the NutriSystem businesses began in 1972, they have operated in various organizational and legal structures and they were subject to a bankruptcy proceeding in 1993, which was discharged in 1994. In August 1999, Ansama, a
non-operating public corporation, entered into an Asset Purchase Agreement to acquire the operating assets and certain liabilities of Nutri/System L.P. for $3,000 and a Stock Exchange and Purchase Agreement to acquire the beneficial interests in
NutriSystem Direct, L.L.C. for $400 and 17,500,000 shares of Ansama common stock. Ansama was subsequently merged into the Company and the Company assumed the Asset Purchase Agreement and the Stock Exchange and Purchase Agreement. In order to fund
its cash obligations of $3,400 under the Asset Purchase and Stock Exchange and Purchase Agreements and the planned marketing program and technology investment, the Company completed a private placement of 7,637,400 shares of common stock in October
1999, which, net of related expenses, resulted in proceeds of $7,574. In March 2000, the Company completed a private placement of 500,000 shares of common stock, which resulted in net proceeds of $2,462. In 2000, the Company also issued a total of
115,000 shares of common stock valued at an aggregate of $625 to service providers. In 2001, 2002 and the first six months of 2003, the Company repurchased 2,760,291 shares of common stock for an aggregate cost of $1,542 (an average price of $0.56
per share).



In December 2002, HJM Holdings LLC and NewSpring
Ventures, L.P. collectively acquired 58.4% of the outstanding shares of common stock from existing stockholders effecting a change in control of the Company. The Company was not a party to the transaction.



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Critical Accounting Policies and Estimates



The Companys consolidated financial statements are prepared in
accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Management develops, and changes periodically, these estimates and assumptions
based on historical experience and on various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.



The Companys significant accounting policies are described in Note 2 to
the consolidated financial statements included in Item 8 of its Form 10-K for the year ended December 31, 2002. Management considers the following policies to be the most critical in understanding the more complex judgments that are involved in
preparing the consolidated financial statements and the uncertainties that could impact results of operations, financial position and cash flows. These critical accounting policies and estimates have been discussed with the Companys audit
committee.



Revenue Recognition. The Company recognizes
revenues, net of a reserve for returns, when the related products are shipped to the end-consumer or to franchise or case distributors. Revenues for products distributed through QVC are recognized when QVC ships the products from their distribution
center to the end-consumer. Management reviews the return reserves at each reporting period and adjusts them to reflect data available at that time. To the extent the estimate of returns is inaccurate, management will adjust the reserve, which will
impact the amount of product sales revenue recognized in the period of the adjustment. Returns for the six months ended June 30, 2003 and 2002 were $711 and $1,037, respectively.



Valuation of Fixed Assets and Goodwill. The Company records fixed assets and goodwill at cost. Fixed assets are being
amortized on a straight-line basis over the estimated useful life of those assets. Under the guidance of SFAS 142, goodwill is no longer being amortized. In conjunction with acquisitions of businesses or product rights, management allocates the
purchase price based upon the relative fair values of the assets acquired and liabilities assumed. In June 2003, the Company eliminated goodwill in connection with the recognition of deferred tax assets which originally arose prior to the
acquisition transaction. Management continually assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Judgments regarding the existence of
impairment indicators are based on legal factors, market conditions and operating performance of the Companys fixed assets. Future events could cause management to conclude that impairment indicators exist and the carrying values of fixed
assets may be impaired. Any resulting impairment loss would be limited to the value of net fixed assets, which was $355 at June 30, 2003.



Income Taxes. NutriSystem experienced losses in 1999 and 2000. As a result, the Company has federal and state tax net operating loss (NOL)
carryforwards of approximately $5,000 as of December 31, 2002. As a result of a change of control transaction which occurred in December 2002, approximately $2,000 of the NOLs are subject to usage limitations pursuant to the rules of Internal
Revenue Code section 382. Through March 2003, a valuation allowance had been maintained for the deferred tax asset based on managements assessment that the deferred tax asset would not be realized given the historical taxable levels of income
(loss), the uncertainty of future operating results, tax planning strategies, and the expiration date of net operating loss carryforwards. In the second quarter of 2003, management determined based on an analysis of the cumulative level of pretax
profits over the past three years, projected levels of profits, schedule of reversal of deferred taxes, and tax strategies that recognition of the benefits related to deferred tax assets was more likely than not. As a result, the valuation allowance
was eliminated, a deferred tax asset was recorded on the June 30, 2003 consolidated balance sheet and an income tax benefit was recorded in the statement of operations.



In future periods, the Company will provide for income taxes at a rate equal to the combined federal and state effective
rates. Subsequent revisions to the estimated net realizable value of the deferred tax asset could cause the Companys provision for income taxes to vary significantly from period to period.



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##### Table of Contents

Results of Operations



Revenues and expenses consist of the following components:



Revenues. Revenues consist of food sales and franchise royalty fees. Food sales include sales of food, supplements,
shipping and handling charges billed to customers and sales credits and adjustments, including product returns. No revenue is recorded for food products provided at no charge as part of promotions.



Cost of Revenues. Cost of revenues consists primarily of the cost of
the products sold, incoming and outgoing shipping costs, charge card discounts and packing material. Cost of products sold includes products provided at no charge as part of promotions. Cost of sales includes the fees paid to independent
commissioned representatives.



Advertising and Marketing
Expense. Advertising and marketing expense includes advertising, marketing and promotional expenses and payroll related expenses for personnel engaged in these activities. The Company follows the American Institute of Certified Public
Accountants (AICPA) Statement of Position 93-7, Reporting for Advertising Costs to account for Internet site-linking arrangements. Internet advertising expense is recognized based on either the rate of delivery of a
guaranteed number of impressions over the advertising contract term or on a cost per customer acquired, depending upon the payment terms. All other advertising costs are charged to expense as incurred.



General and Administrative Expenses. General and administrative
expenses consist of payroll and related expenses for administrative, information technology, fulfillment and customer service personnel, facility expenses, web site development costs, professional service fees and other general corporate
expenses.



Interest Income/Expense. Interest
consists of interest income earned on cash balances, net of interest expense.



Income Taxes. Effective with the merger on September 27, 1999 (see Background for discussion), the Company became subject to corporate level income taxes. No income tax benefit on the excess of the tax basis of
assets over the financial reporting carrying amount was recorded from September 1999 to March 2003 in light of the historical taxable levels of income (loss), the uncertainty of future operating results, tax planning strategies, and the expiration
date of net operating loss carryforwards. In the second quarter of 2003, management determined based on an analysis of the cumulative level of pretax profits over the past three years, projected levels of profits, schedule of reversal of deferred
taxes, and tax strategies that recognition of the benefits related to deferred tax assets was more likely than not. As a result, the valuation allowance was eliminated, a deferred tax asset was recorded on the June 30, 2003 consolidated balance
sheet and an income tax benefit was recorded in the statement of operations.



The Direct Channel



The
Company began selling directly to consumers when it launched its web site on October 15, 1999. For the Direct channel of distribution, the Companys primary financial objectives are to generate growth while maintaining profit margins. The
Company measures growth in terms of the number of new customers, revenues per customer and total revenues. A customer is defined as an individual who has purchased food directly from the Company through the web site or by telephone. Someone whose
only purchase is one of the sample packages offered by the Company from time to time is not included in the customer count for these purposes. Profit margins are measured in terms of gross margin (revenues less cost of revenues as a percentage of
revenues) and total advertising and marketing expense as a percentage of revenues. In the following table, cost of revenues for 2002 have been restated to conform to current cost allocation methodologies.



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SELECTED FINANCIAL AND OPERATING STATISTICS FOR DIRECT SALES



(in thousands, except customer data)



|                                        |  | Three Months Ended June 30 |       |   | Six Months Ended June 30 |  
|--------------------------------------- |  | -------------------------- | ----- | - | ------------------------ | -
|                                        |  | 2003                       |       |   | 2002                     |  
|Revenues                                |  | $                          | 4,204 |   |                          | $
|Cost of revenues                        |  |                            | 1,966 |   |                          |  
|                                        |  |                            |       |   |                          |  
|Gross margin                            |  | $                          | 2,238 |   |                          | $
|% of revenue                            |  |                            | 53.2  | % |                          |  
|Advertising and marketing               |  | $                          | 761   |   |                          | $
|% of revenue                            |  |                            | 18.1  | % |                          |  
|New customers                           |  |                            | 5,963 |   |                          |  
|Advertising and marketing/ new customer |  | $                          | 128   |   |                          | $
|New customer revenue/new customer       |  | $                          | 301   |   |                          | $



Direct revenues
decreased 7.2% from the second quarter of 2002 to the second quarter of 2003. Direct revenues are largely a function of the number of new customers acquired, the revenues generated from each new customer and the revenues generated from returning
customers (customers that initially purchased food in a prior period). The decline in Direct revenues in the second quarter of 2003 was primarily attributable to the drop in new customers. From the second quarter of 2002 to the second quarter of
2003, the number of new customers acquired dropped by 851, or 12.5%, while the revenue generated from each new customer increased 8.3% from $278 in 2002 to $301 in 2003. Customers that initially purchased in a prior quarter generated $2.4 million in
revenues in the second quarter of 2003 and $2.6 million in revenues in the second quarter of 2002. A substantial reduction in advertising spending over the course of 2002 and early 2003 contributed to lower new customer counts on a quarterly year
over year basis throughout 2002 and 2003. Advertising spending increased to $761 in the second quarter of 2003 (compared to the $167 spent in the second quarter of 2002); however, over half the spending related to non-media expenses such as market
research that will benefit future periods. Revenues obtained from each new customer was higher in the second quarter of 2003 than 2002 because the proportion of customers purchasing under the autoship program increased; under the autoship program
the customer receives monthly product shipments automatically until they notify the Company they wish to end shipments. Measured on a quarterly basis, new customer revenue per new customer captures only the revenue generated by these customers in
the quarter  management anticipates many of these customers will make additional purchases in future quarters.



Gross margin as a percentage of sales decreased from 57.7% in the second quarter of 2002 to 53.2% in the second quarter of 2003, primarily as a result of
a higher proportion of sales under the autoship program, which is sold at a 10% to 15% discount, and increased shipping costs caused by the shut down of the Reno facility in the first quarter of 2003. As noted above, advertising and marketing
increased in the second quarter of 2003 as compared to the same period in 2002. Advertising and marketing per new customer acquired also increased sharply, going from $25 in the second quarter of 2002 to $128 in the second quarter of 2003. In the
second quarter of 2003, a high proportion of spending related to non-media (e.g. consumer research), which did not generate customers in the current quarter and contributed to the higher advertising cost per new customer. In comparison, the low
advertising and marketing spending in the second quarter of 2002 resulted in a low proportion of customers obtained through advertising and a high proportion of new customers obtained through referral, which reduced the advertising cost per new
customer.



Direct results for the first half of 2003 also
showed a decline in revenue over the same period in 2002. Revenues decreased 16.0% from the first half of 2002 to the first half of 2003. The spending on advertising and marketing



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increased by $352 from $903 in the first half of 2002 to $1,255 in the first half of 2003. Advertising and marketing per new customer (customer acquisition
cost) increased from $49 to $95 from the first half of 2002 to 2003. Gross margin as a percentage of sales decreased from 58.0% in the first half of 2002 to 54.6% in the first half of 2003, primarily as a result of a higher proportion of discounted
autoship sales and higher shipping costs associated with the shutdown of the Reno facility.



Television Infomercial Distribution



In the second quarter of 2001, the Company began distribution of its proprietary prepackaged food through QVC, the shopping television network. On the QVC network, the Company reaches a large, incremental audience in
a 50 minute, infomercial format that enables the Company to convey fully the benefits of the NutriSystem diet foods. Under the terms of the Companys agreement with QVC, QVC viewers purchase NutriSystem products directly from QVC and are not
directed to the NutriSystem web site. Retail prices (including shipping and handling) offered on QVC to consumers are similar to prices offered on the web site. The Company generates a lower gross margin (as a percent of sales) on sales to QVC
relative to direct sales, but QVC sales require no incremental advertising and marketing expense and, management believes, exposure on QVC raises consumer awareness of the NutriSystem brand. Net sales through the television infomercial distribution
channel were $1,175 and $3,298 for the three and six months ended June 30, 2003 versus $1,913 and $5,864 for the three and six months ended June 30, 2002, respectively. Sales declined from 2002 to 2003 because the Company aired fewer shows on QVC
and sales per minute of air-time declined.



Three Months
Ended June 30, 2003 Compared to Three Months Ended June 30, 2002



Revenues. Revenues decreased from $7,562 for the second quarter ended June 30, 2002 to $6,315 for the second quarter ended June 30, 2003. The revenue decrease of $1,247, or 16.5%, resulted from decreased sales to QVC ($738), Direct
($325), and the Franchise and Field Sales channels ($184). In the second quarter of 2003, Direct sales accounted for 67% of total revenues, while QVC, Field sales and franchise revenues accounted for 18%, 8% and 7% of total revenues, respectively.
In 2002, these percents were 60%, 25%, 7% and 8%, respectively.



Costs and Expenses. Cost of revenues decreased $614 from $4,171 to $3,557 for the quarters ended June 30, 2002 and 2003, respectively. Gross margin as a percent of revenues was 44.8% and 43.7% for the quarters ended June 30, 2002 and
2003, respectively. The decline in margin was primarily attributable to the Direct Channel (see discussion above). Advertising and marketing expenses increased $594 from $167 to $761 from the second quarter of 2002 to the second quarter 2003. All
advertising spending promoted the Direct sales, and the increase in advertising is attributable to increased spending for advertising media ($192), market research and consulting ($139), production of television advertising ($131), payroll related
to marketing and advertising ($80) and a write-off of excess promotional material ($52). General and administrative expenses ($1,735 and $1,748 in the second quarter 2002 and 2003, respectively) increased $13 attributable to lower costs associated
with the decline in revenues, especially compensation, reduced costs associated with the closing of the Reno warehouse in the first quarter of 2003 offset by increased professional fees and other expenses associated with new program development.
For the quarter ended June 30, 2003, the Company recorded a loss of $1 under the caption Equity in losses of affiliate, representing the Companys remaining net investment in an affiliate.



Interest Income. Interest income net of interest expense increased $4
from $12 in 2002 to $16 in 2003 primarily due to higher cash balances and lower interest expense.



Income taxes. In the second quarter of 2003, the Company recorded a $1,887 income tax benefit related to the recognition of deferred tax assets
(see Note 6 of the Financial Statements).



Net Income.
From the second quarter 2002 to the second quarter 2003, net income increased by $753 from net income of $1,345 to net income of $2,098. The increase in net income is primarily due to an income tax benefit offset by lower gross profit from reduced
revenues.



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Six Months Ended June 30, 2003 Compared to Six Months Ended June 30, 2002



Revenues. Revenues decreased from $18,001 for the six months ended
June 30, 2002 to $13,511 for the six months ended June 30, 2002. The revenue decrease of $4,490, or 24.9%, resulted from decreased sales to QVC ($2,566), Direct ($1,575) and the Franchise and Field Sales channels ($349).



Costs and Expenses. Cost of revenues decreased from $10,181 to $7,688
for the six months ended June 30, 2002 and 2003, respectively. Gross margin (revenues less cost of revenues as a percentage of revenues) decreased slightly from 43.4% for the six months ended June 30, 2002 to 43.1% for the six months ended June 30,
2003. Advertising and marketing expense increased from $903 to $1,255 from the first six months of 2002 to the first six months of 2003. Virtually all advertising in these quarters promoted the Direct program. General and administrative expenses
decreased from $3,574 to $3,317 from the first half of 2002. This decrease of $257 is due primarily to lower costs associated with the decline in revenues, especially compensation as well as decreased costs attributable to the closing of the Reno
warehouse offset by an increase in costs related to new program development including professional services. In the first quarter ended March 31, 2003, the Company closed the Reno distribution center in order to reduce fulfillment costs. This
resulted in warehouse closing costs of $198 primarily consisting of a loss on disposal of assets ($132), remaining lease payments ($49) and other costs ($17). For the six months ended June 30, 2003, the Company recorded a loss of $91 under the
caption Equity in losses of affiliate, representing the Companys remaining net investment in an affiliate.



Interest Income. Interest income (net of interest expense) increased $14 from $16 in the first half of 2002 to $30 in the first half of 2003
primarily due to higher cash balances and lower interest expense.



Income taxes. In the first half of 2003, the Company recorded a $1,887 income tax benefit related to the recognition of deferred tax assets (see Note 5 of the Financial Statements).



Net Income. The Company generated net income of $3,081 for the six
months ended June 30, 2002 as compared to net income of $2,749 for the six months ended June 30, 2003. The increase in net income is primarily due to an income tax benefit offset by lower gross profit resulting from reduced revenues.



Contractual Obligations and Commercial Commitments



As of June 30, 2003, the Companys principal commitments consisted of
obligations under operating leases and severance payments to a former executive of the Company. Although the Company has no material commitments for capital expenditures, it anticipates continuing requirements for capital expenditures consistent
with anticipated growth in operations, infrastructure and personnel approximately consistent with prior periods.



During the six months ended June 30, 2003, there have been no items that significantly impacted the Companys commitments and contingencies as
disclosed in the notes to the 2002 consolidated financial statements as filed on Form 10-K. In addition, the Company has no significant off balance sheet arrangements.



Liquidity, Capital Resources and Other Financial Data



At June 30, 2003, the Company had net working capital of $6,354. Cash and cash equivalents were $4,796, an increase of
$1,791 from the balance at December 31, 2002. The Companys principal source of liquidity is from cash flow from operations. The Company currently has no bank debt or term or revolving credit facilities to fund operations or investment
opportunities.



In the six months ended June 30, 2003, the
Company generated cash flow of $1,962 from operations, primarily attributable to net income adjusted for non-cash items supplemented by a decrease in working capital, the most significant component being a decrease in inventories of $1,517. This
decrease in inventories is due to the seasonality of the business and the shutdown of the Reno fulfillment facility. Inventories are purchased in the fourth quarter in anticipation of the historically higher sales level in the following first
quarter of the subsequent year.



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In the six months ended June 30, 2003, net cash used in investing activities was $67, which primarily
consisted of a $50 investment in an affiliate and capital expenditures of $30 offset by proceeds from the sale of Reno warehouse assets of $13.



In the six months ended June 30, 2003, net cash used in financing activities was $104, representing the purchase of 220,100 shares of common stock in
privately negotiated transactions offset by the proceeds from the exercise of 50,000 shares of common stock options.



In pursuing its business strategy, it is possible that the Company may require additional cash for operating and investing activities. The Company expects
future cash requirements, if any, to be funded from operating cash flow and financing activities, which may include additional private offerings of equity securities or debt financing. Based on the Companys ability to generate earnings in
2001, 2002 and in the first six months of 2003, the variable nature of a portion of the Companys expenditures, the cash balance at June 30, 2003 and managements belief that additional equity financing, if required, can be raised,
management believes that the Company has the ability to continue operations into 2004. However, there can be no assurance that the Company will be able to sustain profitability or, if necessary, obtain the capital to fund operating and investment
needs in the future. There are currently no credit facilities available to fund working capital or investment needs.



There are no current plans or discussions in process relating to any material acquisition that is probable in the foreseeable future.



Factors Affecting Business and Prospects



The Company expects to experience significant fluctuations in future
quarterly operating results due to a variety of factors, many of which are outside its control.



Inflation



The Companys financial statements are presented on a historical cost basis and do not fully reflect the impact of prior years inflation. While
the U.S. inflation rate has been modest for several years, inflation issues may impact business in the future. The ability to pass on inflation costs is an uncertainty due to general economic conditions and competitive situations.



Recently Issued Accounting Pronouncements



In December 2002, the Financial Accounting Standards Board
(FASB) issued SFAS No. 148, Accounting for Stock-Based Compensationan Amendment to FASB Statement No. 123, which amends SFAS 123, Accounting for Stock-Based Compensation, to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this statement amends the disclosure requirements of SFAS 123 to require prominent disclosures in both annual and
interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. Management has elected to continue to apply the intrinsic-value based method of accounting under
Accounting Principals Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. The disclosure requirements of SFAS No. 123, as amended by SFAS No. 148, are included in Note 2.



In January 2003, the FASB issued Interpretation No. 46, Consolidation
of Variable Interest Entities, an Interpretation of ARB No. 51. This Interpretation addresses the consolidation by business enterprises of variable interest entities as defined in the Interpretation. The Interpretation applies immediately to
variable interests in variable interest entities created after January 31, 2003 and to variable interests in variable interest entities obtained after January 31, 2003. Management does not believe the adoption of this Interpretation will have an
impact on the Companys consolidated financial position or results of operations.



The FASB has recently issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities and SFAS No. 150, Accounting for Certain Financial Instruments with
Characteristics of Both Liabilities and Equity. In addition, the Emerging Issues Task Force recently issued EITF Issue 00-21, Revenue



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Arrangements with Multiple Deliverables. The adoption of these accounting pronouncements is not expected to have a material impact on the
Companys consolidated financial position or results of operations.



Item 3. Quantitative and Qualitative Disclosure About Market Risk



The Company does not hold any investments in market risk sensitive instruments. Accordingly, management believes that it is not subject to any material
risks arising from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices or other market changes that affect market risk instruments. The Company does not have any funded debt outstanding at June 30, 2003 and
its cash and cash equivalents of $4,796 are maintained in bank accounts. As such, a change in interest rates of 1 percentage point would not have a material impact on the Companys operating results and cash flows.



Item 4. Controls and Procedures



The Companys management, with the participation of the Companys Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Companys disclosure controls and procedures as of June 30, 2003.
Based on this evaluation, the Companys Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures are effective for gathering, analyzing and disclosing the information the Company
is required to disclose in the reports it files under the Securities Exchange Act of 1934, within the time periods specified in the SECs rules and forms. Such evaluation did not identify any change in the Companys internal control over
financial reporting that occurred during the quarter ended June 30, 2003 that materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.



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PART IIOTHER INFORMATION



Item 1. Legal Proceedings



On July 3, 2002, certain franchise operators filed a suit against the Company and certain of its affiliates alleging that the Company has violated the terms of its franchise agreements and certain other trade laws. The suit was filed in the
Circuit Court of the First Judicial Circuit, County of Jackson, State of Illinois. It requests an undefined amount of damages. Management has indicated its plans to vigorously contest this suit and believes that the loss, if any, resulting from the
suit will not have a material impact on the Companys consolidated financial position, results of operations or cash flows in future years.



Item 2. Changes in Securities and Use of Proceeds



None



Item 3. Defaults Upon Senior Securities



None



Item 4. Submission of Matters to a Vote of Security Holders



NutriSystem held its Annual Meeting of Stockholders on April 23, 2003.



| | (1) |  | The stockholders elected each of the six nominees to the Board of Directors for a one-year term:
| | --- |  | ------------------------------------------------------------------------------------------------



|DIRECTOR                  |  | FOR        |  | ABSTAIN
|------------------------- |  | ---------- |  | -------
|Michael J. Hagan          |  | 19,709,979 |  | 210    
|Djordje (George) Jankovic |  | 19,709,456 |  | 733    
|Ian J. Berg               |  | 19,709,979 |  | 210    
|Warren V. (Pete) Musser   |  | 19,709,979 |  | 210    
|Brian P. Tierney          |  | 19,709,979 |  | 210    
|Michael A. DiPiano        |  | 19,709,956 |  | 233    



| | (2) |  | The stockholders ratified the appointment of KPMG LLP as independent auditors of the Company:
| | --- |  | ---------------------------------------------------------------------------------------------



|FOR     |  | 19,702,460
|------- |  | ----------
|AGAINST |  | 223       
|ABSTAIN |  | 7,506     
|        |  |           
|TOTAL   |  | 19,710,189



| | (3) |  | The stockholders elected to amend the Companys 2000 Equity Incentive Plan for Directors and Outside Consultants.
| | --- |  | -----------------------------------------------------------------------------------------------------------------



|FOR     |  | 19,604,623
|------- |  | ----------
|AGAINST |  | 98,060    
|ABSTAIN |  | 7,506     
|        |  |           
|TOTAL   |  | 19,710,189



| | (4) |  | The stockholders elected to change the name of the Company to NutriSystem, Inc.
| | --- |  | -------------------------------------------------------------------------------



|FOR     |  | 19,669,960
|------- |  | ----------
|AGAINST |  | 40,223    
|ABSTAIN |  | 6         
|        |  |           
|TOTAL   |  | 19,710,189



18



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##### Table of Contents

Item 5. Other Information



None



Item 6. Exhibits and Reports on Form 8-K



|a. |  | Exhibits:
|-- |  | ---------



31.1 Certifying Statement of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002



31.2 Certifying Statement of the Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002



32.1 Certifying Statement of the Chief Executive Officer pursuant to Section 1350 of Title 18 of the United States Code



32.2 Certifying Statement of the Chief Financial Officer pursuant to Section 1350 of Title 18 of the United States Code



|b. |  | Reports on Form 8-K:
|-- |  | --------------------



Report dated May 5, 2003 on press release setting forth NutriSystems earnings for the first quarter of 2003.



Report dated July 23, 2003 on press release setting forth
NutriSystems earnings for the first six months of 2003.



19



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##### Table of Contents

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.



|NutriSystem, Inc.                                        |  |                      |  | 
|-------------------------------------------------------- |  | -------------------- |  | 
|                                                         |  |                      |  | 
|BY:                                                      |  | /S/ MICHAEL J. HAGAN |  | 
|Michael J. Hagan                                         |  |                      |  | 
|Chairman of the Board and Chief Executive Officer        |  |                      |  | 
|                                                         |  |                      |  | 
|BY:                                                      |  | /S/ JAMES D. BROWN   |  | 
|James D. Brown                                           |  |                      |  | 
|Chief Financial Officer and Principal Accounting Officer |  |                      |  | 



20



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##### Table of Contents

Exhibit Index



|No.  |  | Description                                                                                                       
|---- |  | ------------------------------------------------------------------------------------------------------------------
|     | 
|31.1 |  | Certifying Statement of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002     
|     | 
|31.2 |  | Certifying Statement of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002     
|     | 
|32.1 |  | Certifying Statement of the Chief Executive Officer pursuant to Section 1350 of Title 18 of the United States
Code
|     | 
|32.2 |  | Certifying Statement of the Chief Financial Officer pursuant to Section 1350 of Title 18 of the United States
Code



21