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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 September 30, 2004



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 ofincorporation or organization) |  | (I.R.S. EmployerIdentification No.)
|                                                              | 
|200 Welsh Road,                                               |  |                                    
|Horsham, Pennsylvania                                         |  | 19044                              
|(Address of principal executive offices)                      |  | (Zip Code)                         



(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 November 2, 2004:



|                              |  |                  
|----------------------------- |  | -----------------
|Common Stock, $.001 par value |  | 29,778,887 shares



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##### Table of Contents

NutriSystem, Inc.



INDEX TO FORM 10-Q



|                                                                                               |  |     
|---------------------------------------------------------------------------------------------- |  | ----
|                                                                                               |  | Page
|PART I - FINANCIAL INFORMATION                                                                 |  |     
|                                                                                               | 
|Item 1 - Financial Statements (unaudited)                                                      |  |     
|                                                                                               | 
|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 
Unregistered Sales of Equity 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                                                                     |  | 18  
|                                                                                               | 
|Item 6 -
Exhibits                                                                              |  | 18  
|                                                                                               | 
|SIGNATURES                                                                                     |  | 19  



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##### Table of Contents

NUTRISYSTEM, INC. AND SUBSIDIARIES



CONSOLIDATED BALANCE SHEETS



(Unaudited, amounts
in thousands except share data)



|                                                                                                                                                                   |  |                   |         |   |                  |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                                                                                                   |  | September 30,2004 |         |   | December 31,2003 |  
|ASSETS                                                                                                                                                             |  |                   |         |   |                  |   |         |  
|CURRENT ASSETS:                                                                                                                                                    |  |                   |         |   |                  |   |         |  
|Cash and cash equivalents                                                                                                                                          |  | $                 | 7,440   |   |                  | $ | 2,684   |  
|Restricted cash                                                                                                                                                    |  |                   |        |   |                  |   | 250     |  
|Receivables                                                                                                                                                        |  |                   | 835     |   |                  |   | 448     |  
|Inventories                                                                                                                                                        |  |                   | 2,050   |   |                  |   | 4,524   |  
|Deferred tax asset                                                                                                                                                 |  |                   | 1,716   |   |                  |   | 1,716   |  
|Other current assets                                                                                                                                               |  |                   | 421     |   |                  |   | 437     |  
|                                                                                                                                                                   |  |                   |         |   |                  |   |         |  
|Total current assets                                                                                                                                               |  |                   | 12,462  |   |                  |   | 10,059  |  
|                                                                                                                                                                   |  |                  
|FIXED ASSETS, net                                                                                                                                                  |  |                   | 755     |   |                  |   | 753     |  
|DEFERRED TAX ASSET                                                                                                                                                 |  |                   | 1,847   |   |                  |   | 2,753   |  
|OTHER ASSETS                                                                                                                                                       |  |                   | 124     |   |                  |   | 123     |  
|                                                                                                                                                                   |  |                   |         |   |                  |   |         |  
|                                                                                                                                                                   |  | $                 | 15,188  |   |                  | $ | 13,688  |  
|                                                                                                                                                                   |  |                   |         |   |                  |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                               |  |                   |         |   |                  |   |         |  
|CURRENT LIABILITIES:                                                                                                                                               |  |                   |         |   |                  |   |         |  
|Accounts payable                                                                                                                                                   |  | $                 | 2,799   |   |                  | $ | 3,531   |  
|Accrued payroll and related benefits                                                                                                                               |  |                   | 340     |   |                  |   | 189     |  
|Other current liabilities                                                                                                                                          |  |                   | 115     |   |                  |   | 675     |  
|                                                                                                                                                                   |  |                   |         |   |                  |   |         |  
|Total current liabilities                                                                                                                                          |  |                   | 3,254   |   |                  |   | 4,395   |  
|NON-CURRENT LIABILITIES                                                                                                                                            |  |                   |        |   |                  |   | 2       |  
|                                                                                                                                                                   |  |                   |         |   |                  |   |         |  
|Total liabilities                                                                                                                                                  |  |                   | 3,254   |   |                  |   | 4,397   |  
|                                                                                                                                                                   |  |                   |         |   |                  |   |         |  
|COMMITMENTS AND CONTINGENCIES (Note 4)                                                                                                                             |  |                   |         |   |                  |   |         |  
|STOCKHOLDERS EQUITY:                                                                                                                                              |  |                   |         |   |                  |   |         |  
|Preferred stock, $.001 par value (5,000,000 shares authorized, no shares issued and outstanding)                                                                   |  |                   |        |   |                  |   |        |  
|Common stock, $.001 par value (100,000,000 shares authorized; shares issued and outstanding 29,421,887 at September 30, 2004 and
28,511,021 at December 31, 2003) |  |                   | 29      |   |                  |   | 28      |  
|Additional paid-in capital                                                                                                                                         |  |                   | 32,534  |   |                  |   | 31,238  |  
|Warrants                                                                                                                                                           |  |                   |        |   |                  |   | 277     |  
|Accumulated deficit                                                                                                                                                |  |                   | (20,629 | ) |                  |   | (22,252 | )
|                                                                                                                                                                   |  |                   |         |   |                  |   |         |  
|Total stockholders equity                                                                                                                                         |  |                   | 11,934  |   |                  |   | 9,291   |  
|                                                                                                                                                                   |  |                   |         |   |                  |   |         |  
|                                                                                                                                                                   |  | $                 | 15,188  |   |                  | $ | 13,688  |  
|                                                                                                                                                                   |  |                   |         |   |                  |   |         |  



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, in thousands except per share amounts)



|                                     |  |                                |        |      |                               |        |      |  |      |        |  |   |        |  
|------------------------------------ |  | ------------------------------ | ------ | ---- | ----------------------------- | ------ | ---- |  | ---- | ------ |  | - | ------ | -
|                                     |  | Three Months EndedSeptember 30 |        |      | Nine Months EndedSeptember 30 |       
|                                     |  | 2004                           |        | 2003 |                               |        | 2004 |  | 2003 |       
|REVENUES                             |  | $                              | 7,655  |      | $                             | 4,866  |      |  | $    | 30,117 |  | $ | 18,377 |  
|                                     |  |                                |        |      |                               |        |      |  |      |        |  |   |        |  
|COSTS AND EXPENSES:                  |  |                                |        |      |                               |        |      |  |      |        |  |   |        |  
|Cost of revenues                     |  |                                | 4,424  |      |                               | 3,002  |      |  |      | 17,185 |  |   | 11,528 |  
|Marketing                            |  |                                | 1,461  |      |                               | 799    |      |  |      | 5,152  |  |   | 1,949  |  
|General and administrative           |  |                                | 1,515  |      |                               | 1,263  |      |  |      | 4,903  |  |   | 4,041  |  
|New program development              |  |                                |       |      |                               | 124    |      |  |      |       |  |   | 128    |  
|Depreciation and amortization        |  |                                | 66     |      |                               | 47     |      |  |      | 196    |  |   | 177    |  
|                                     |  |                                |        |      |                               |        |      |  |      |        |  |   |        |  
|Total costs and expenses             |  |                                | 7,466  |      |                               | 5,235  |      |  |      | 27,436 |  |   | 17,823 |  
|                                     |  |                                |        |      |                               |        |      |  |      |        |  |   |        |  
|Operating income (loss)              |  |                                | 189    |      |                               | (369   | )    |  |      | 2,681  |  |   | 554    |  
|                                     |  |                                |        |     
|EQUITY IN LOSSES OF AFFILIATE        |  |                                |       |      |                               | (19    | )    |  |      |       |  |   | (110   | )
|INTEREST INCOME                      |  |                                | 12     |      |                               | 12     |      |  |      | 24     |  |   | 42     |  
|                                     |  |                                |        |      |                               |        |      |  |      |        |  |   |        |  
|Income (loss) before income taxes    |  |                                | 201    |      |                               | (376   | )    |  |      | 2,705  |  |   | 486    |  
|                                     |  |                                |        |     
|INCOME TAX PROVISION (BENEFIT)       |  |                                | 80     |      |                               | (151   | )    |  |      | 1,082  |  |   | (2,038 | )
|                                     |  |                                |        |      |                               |        |      |  |      |        |  |   |        |  
|Net income (loss)                    |  | $                              | 121    |      | $                             | (225   | )    |  | $    | 1,623  |  | $ | 2,524  |  
|                                     |  |                                |        |      |                               |        |      |  |      |        |  |   |        |  
|BASIC INCOME (LOSS) PER SHARE        |  | $                              | 0.00   |      | $                             | (0.01  | )    |  | $    | 0.06   |  | $ | 0.10   |  
|                                     |  |                                |        |      |                               |        |      |  |      |        |  |   |        |  
|DILUTED INCOME (LOSS) PER SHARE      |  | $                              | 0.00   |      | $                             | (0.01  | )    |  | $    | 0.05   |  | $ | 0.09   |  
|                                     |  |                                |        |      |                               |        |      |  |      |        |  |   |        |  
|WEIGHTED AVERAGE SHARES OUTSTANDING: |  |                                |        |      |                               |        |      |  |      |        |  |   |        |  
|Basic                                |  |                                | 29,263 |      |                               | 26,051 |      |  |      | 28,995 |  |   | 26,148 |  
|Diluted                              |  |                                | 31,298 |      |                               | 26,051 |      |  |      | 31,777 |  |   | 27,000 |  



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, in thousands)



|                                                                                  |  |                               |       |   |      |   |        |  
|--------------------------------------------------------------------------------- |  | ----------------------------- | ----- | - | ---- | - | ------ | -
|                                                                                  |  | Nine Months EndedSeptember 30 |      
|                                                                                  |  | 2004                          |       |   | 2003 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |  |                               |       |   |      |   |        |  
|Net income                                                                        |  | $                             | 1,623 |   |      | $ | 2,524  |  
|Adjustments to reconcile net income to net cash provided by operating activities- |  |                               |       |   |      |   |        |  
|Equity in losses of affiliate                                                     |  |                               |      |   |      |   | 110    |  
|Depreciation and amortization                                                     |  |                               | 196   |   |      |   | 177    |  
|Deferred tax expense                                                              |  |                               | 906   |   |      |   | (2,040 | )
|Loss on disposal of fixed assets                                                  |  |                               |      |   |      |   | 132    |  
|Stock-based costs                                                                 |  |                               | 259   |   |      |   | 65     |  
|Tax benefit from stock option exercises                                           |  |                               | 176   |   |      |   |       |  
|Changes in operating assets and liabilities-Restricted cash                       |  |                               | 250   |   |      |   | 75     |  
|Receivables                                                                       |  |                               | (387  | ) |      |   | (183   | )
|Inventories                                                                       |  |                               | 2,474 |   |      |   | 1,514  |  
|Other assets                                                                      |  |                               | 15    |   |      |   | 141    |  
|Accounts payable                                                                  |  |                               | (732  | ) |      |   | 307    |  
|Accrued payroll and related benefits                                              |  |                               | 151   |   |      |   | 66     |  
|Deferred revenue                                                                  |  |                               | (13   | ) |      |   | (499   | )
|Other liabilities                                                                 |  |                               | (549  | ) |      |   | (215   | )
|                                                                                  |  |                               |       |   |      |   |        |  
|Net cash provided by operating activities                                         |  |                               | 4,369 |   |      |   | 2,174  |  
|                                                                                  |  |                               |       |   |      |   |        |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                             |  |                               |       |   |      |   |        |  
|Capital additions                                                                 |  |                               | (198  | ) |      |   | (27    | )
|Investment in affiliate                                                           |  |                               |      |   |      |   | (84    | )
|                                                                                  |  |                               |       |   |      |   |        |  
|Net cash used in investing activities                                             |  |                               | (198  | ) |      |   | (111   | )
|                                                                                  |  |                               |       |   |      |   |        |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                             |  |                               |       |   |      |   |        |  
|Issuance of common share                                                          |  |                               |      |   |      |   | 2,200  |  
|Exercise of stock options and warrants                                            |  |                               | 585   |   |      |   |       |  
|Treasury stock purchases, at cost                                                 |  |                               |      |   |      |   | (104   | )
|                                                                                  |  |                               |       |   |      |   |        |  
|Net cash provided by financing activities                                         |  |                               | 585   |   |      |   | 2,096  |  
|                                                                                  |  |                               |       |   |      |   |        |  
|                                                                                  |  |                              
|NET CHANGE IN CASH AND CASH EQUIVALENTS                                           |  |                               | 4,756 |   |      |   | 4,159  |  
|                                                                                  |  |                              
|CASH AND CASH EQUIVALENTS, beginning of period                                    |  |                               | 2,684 |   |      |   | 3,005  |  
|                                                                                  |  |                               |       |   |      |   |        |  
|CASH AND CASH EQUIVALENTS, end of period                                          |  | $                             | 7,440 |   |      | $ | 7,164  |  
|                                                                                  |  |                               |       |   |      |   |        |  



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 and per 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, 16 independent center-based distributors operate without franchise agreements
(Case Distributors) and there are no Company-operated or franchised weight loss 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 through the Internet, telephone, QVC, independent commissioned representatives 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. In September 2003, the Company completed a private placement that raised $2,300 from the sale of 2,300,000 shares of
common stock.



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



The accompanying consolidated financial statements as of September 30, 2004 and for the three and nine months ended September 30, 2004 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 nine months ended September 30, 2004 are not necessarily indicative of the results to be expected for any other interim period or the year ending December 31, 2004.



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Restricted Cash



Restricted cash represented minimum cash deposited in banks required under certain vendor arrangements. The restrictions were eliminated in January 2004.



Inventories



Inventories consist principally of packaged food held in the Companys warehouse, outside fulfillment locations 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.



Investment Carried Under the Equity Method



The Company has
invested $248 for a 25% interest in Imagine Weight Loss Center, LLC (Imagine), formerly known as Turning Point Weight Loss Centers, LLC, a start up company formed to provide diet and fitness programs in center locations. In addition to
the cash investments, the Company has provided indemnifications to certain affiliates of Imagine amounting to $52 and $14 at September 30, 2004 and 2003, respectively. In the nine months ended September 30, 2004, the Company made no further
investments in Imagine. In the nine months ended September 30, 2003, the Company recorded a loss of $110 in the statement of operations under the caption Equity in losses of affiliate, representing the Companys portion of the
losses incurred by Imagine. The Companys share of the losses of Imagine have reduced the carrying value of the investment to zero, and a liability of $52 at September 30, 2004 and December 31, 2003, is included in Other current
liabilities for the remaining outstanding indemnification. As of September 30, 2004, the Company had no commitment to make further investments in Imagine.



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, namely 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 September 30, 2004 and December 31, 2003, 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 Case Distributors. For the nine months ended September 30, 2004, the Company shipped products sold through QVC directly to the end-consumer and recognized revenues when the
Company shipped these products. In 2003, QVC shipped the Companys products and revenues for products distributed by QVC were recognized when QVC shipped the products from their distribution center to the end-consumer. Product inventory held by
QVC was carried in the Companys inventories and payments received from QVC in advance of shipments to the end-consumer were 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 Case Distributors and independent representatives. Revenues from shipping and handling charges
were $321 and $265 for the nine months ended September 30, 2004 and 2003, respectively.



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Marketing Expense



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. Direct-response advertising costs are capitalized if the primary purpose was
to elicit sales to customers who could be shown to have responded specifically to the advertising and results in probable future economic benefits. The capitalized costs are amortized to expense over the period during which the future benefits are
expected to be received. All other advertising costs are charged to expense as incurred. At September 30, 2004 and December 31, 2003, $38 and $90, respectively, of prepaid advertising was included in prepaid expenses. Media expense was $4,186 and
$1,093 during the nine months ended September 30, 2004 and 2003, 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 the 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 the statement of operations 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 consolidated balance sheet and an income tax benefit was recorded in the statement of operations (see Note 5).



Fair Value of Financial Instruments



The carrying values of the Companys financial instruments, including cash, cash equivalents, receivables and accounts payable, approximate the 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 nine months ended September 30, 2004 and 2003, diluted net income per common share reflects the potential dilution from the exercise of outstanding options and
warrants into common stock. For the three and nine months ended September 30, 2004 and 2003, common stock equivalents representing 972,834, 534,501, 1,603,502 and 2,007,183 shares of common stock, respectively, were excluded from weighted average
shares for diluted net income per share purposes since the effect would be anti-dilutive.



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, Accounting for Stock-Based Compensation, 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, Accounting for Stock-Based Compensation  An Amendment to FASB Statement No.
123, the Company has elected to continue to apply the intrinsic-value-based method of accounting 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,



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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:



|                                                                                                                      |  |                                |      |   |                                |   |       |      |  |   |       |   |  |   |       |  
|--------------------------------------------------------------------------------------------------------------------- |  | ------------------------------ | ---- | - | ------------------------------ | - | ----- | ---- |  | - | ----- | - |  | - | ----- | -
|                                                                                                                      |  | Three Months EndedSeptember 30 |      |   | Nine Months Ended September 30 |  
|                                                                                                                      |  | 2004                           |      |   | 2003                           |   |       | 2004 |  |   | 2003  |  
|Net income (loss):                                                                                                    |  |                                |      |   |                                |   |       |      |  |   |       |   |  |   |       |  
|As reported                                                                                                           |  | $                              | 121  |   |                                | $ | (225  | )    |  | $ | 1,623 |   |  | $ | 2,524 |  
|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 |  |                                | (95  | ) |                                |   | (83   | )    |  |   | (307  | ) |  |   | (408  | )
|                                                                                                                      |  |                                |      |   |                                |   |       |      |  |   |       |   |  |   |       |  
|Pro forma                                                                                                             |  | $                              | 26   |   |                                | $ | (308  | )    |  | $ | 1,316 |   |  | $ | 2,116 |  
|                                                                                                                      |  |                                |      |   |                                |   |       |      |  |   |       |   |  |   |       |  
|Basic net income (loss) per share:                                                                                    |  |                                |      |   |                                |   |       |      |  |   |       |   |  |   |       |  
|As reported                                                                                                           |  | $                              | 0.00 |   |                                | $ | (0.01 | )    |  | $ | 0.06  |   |  | $ | 0.10  |  
|                                                                                                                      |  |                                |      |   |                                |   |       |      |  |   |       |   |  |   |       |  
|Pro forma                                                                                                             |  | $                              | 0.00 |   |                                | $ | (0.01 | )    |  | $ | 0.05  |   |  | $ | 0.08  |  
|                                                                                                                      |  |                                |      |   |                                |   |       |      |  |   |       |   |  |   |       |  
|Diluted net income (loss) per share:                                                                                  |  |                                |      |   |                                |   |       |      |  |   |       |   |  |   |       |  
|As reported                                                                                                           |  | $                              | 0.00 |   |                                | $ | (0.01 | )    |  | $ | 0.05  |   |  | $ | 0.09  |  
|                                                                                                                      |  |                                |      |   |                                |   |       |      |  |   |       |   |  |   |       |  
|Pro forma                                                                                                             |  | $                              | 0.00 |   |                                | $ | (0.01 | )    |  | $ | 0.04  |   |  | $ | 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 EndedSeptember 30 |   |  | Nine Months EndedSeptember 30 |  
|                         |  | 2004                           |   |  | 2003                          |   |  | 2004  |   |  | 2003  |  
|Dividend yield           |  | None                           |   |  | None                          |   |  | None  |   |  | None  |  
|Expected volatility      |  | 122.0                          | % |  | 104.4                         | % |  | 126.0 | % |  | 104.4 | %
|Risk-free interest rate  |  | 4.4                            | % |  | 2.3                           | % |  | 4.0   | % |  | 2.3   | %
|Expected life (in years) |  | 5.4                            |   |  | 5.3                           |   |  | 5.4   |   |  | 5.3   |  



The weighted-average fair value of the
options issued in the nine months ended September 30, 2004 and 2003, were $1.45 and $0.47, respectively. The weighted-average fair value of the options issued in the three months ended September 30, 2004 was $1.59. There were no stock options issued
to employees in the three months ended September 30, 2003.



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 to be cash equivalents. Cash equivalents at September 30, 2004 and December 31, 2003 consist of $250 in certificates of deposit and $5,500
and $2,053, respectively in a money market account.



The Company made no
payments for income taxes and minimal interest payments for the nine months ended September 30, 2004 and 2003, respectively.



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Recently Issued Accounting Pronouncements



In December 2003, the FASB issued FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest
Entities, (FIN 46R) which addresses how a business enterprise should evaluate whether it has a controlling financial interest in an entity through means other than voting rights and accordingly should consolidate the entity. FIN
46R replaces FASB Interpretation No. 46, Consolidation of Variable Interest Entities, which was issued January 2003. The Company is required to apply FIN 46R to variable interests in variable interest entities (VIEs) created
after December 31, 2003. For variable interests in VIEs created before January 1, 2004, the Interpretation will be applied beginning on January 1, 2005. For any VIEs that must be consolidated under FIN 46R that were created before January 1, 2004,
the assets, liabilities and noncontrolling interests of the VIE initially would be measured at their carrying amounts with any difference between the net amount added to the balance sheet and any previously recognized interest being recognized as
the cumulative effect of an accounting change. If determining the carrying amounts is not practicable, fair value at the date FIN 46R first applies may be used to measure the assets, liabilities and noncontrolling interest of the VIE. The adoption
of FIN 46R did not have an impact on the Companys consolidated financial statements.



The FASB 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 did not have an impact
on the Companys consolidated financial position or results of operations.



Use of Estimates



The preparation of financial statements in
accordance with United States generally accepted accounting principles 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. CAPITAL STOCK



Common Stock



The Company issued 296,186 shares of common stock in the first nine months of 2004 upon the exercise of common stock options and received proceeds of $199. Also, in the first nine months of 2004, the Company issued
83,500 shares of common stock as compensation to board members, certain consultants and spokespersons per their contract and issued 531,180 shares upon the exercise of common stock warrants and received proceeds of $385. In the first nine months of
2003, the company issued 2,300,000 shares of common stock in a private placement and 55,000 shares upon the exercise of common stock options and received proceeds of $2,300 and $20, respectively. All but $100 of proceeds from the sale of common
stock was received by September 30, 2003 with the $100 being received in October 2003. Stock-based costs for stock options and stock issued to non-employees was $259 and $65 for the nine months ended September 30, 2004 and 2003, respectively.



Treasury stock is accounted for using the cost method. In 2003, the Company
purchased 220,100 shares of common stock for an aggregate cost of $123 (an average price of $0.56 per share). For the nine months ended September 30, 2004, there were no treasury stock transactions. 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 September 30, 2004 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.



4. CONTINGENCIES



In July 2002, six franchise operators filed a suit against the Company
alleging that the Company had violated the terms of its franchise agreements and certain other trade laws. In September 2003, the parties to the dispute reached a settlement under the auspices of the District Court overseeing the action. In December
2003, the settlement was finalized. As a result of the suit, the Company recorded a charge of $302 in 2003 reflecting the incremental costs of the settlement and defense costs, net of insurance proceeds of $75. In the first nine months of 2003, the
Company had $274 of expense related to this suit. Under the terms of the settlement, the plaintiffs have terminated their franchise agreements and now operate as Case Distributors.



5. 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. 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 consolidated balance sheet and an income tax benefit
was recorded. A portion of the deferred tax asset recognized 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 2001 and 2002 is below the annual limitation. At September 30, 2004, the Company had net operating loss carryforwards of approximately $6 million.



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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 29, 2004 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 per share data and new customer data.



Background



NutriSystem, Inc. provides weight loss programs and distributes pre-packaged
foods. The NutriSystem diet program was originally developed by the Companys predecessor businesses that operated through company-owned and franchised weight loss centers. Currently, there are no Company-operated centers and the Company
terminated its last franchise agreements in 2003. There are 16 independent center-based distributors who operate without franchise agreements (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 channel) and through independent commissioned representatives (Field Sales), Case
Distributors and QVC. 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.



Since the NutriSystem businesses began in 1972, the businesses have operated in various organizational and legal structures
and 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 September 2003, the Company completed a private placement that raised $2,300 from the sale of 2,300,000 shares of common stock. The Company issued a total of 115,000, 41,000 and
57,500 shares of common stock valued at an aggregate of $625, $61 and $117 to service providers in 2000, 2003 and the first nine months of 2004, respectively. In 2001, 2002, and 2003, the Company repurchased 2,760,291 shares of common stock for an
aggregate cost of $1,541 (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.



Critical Accounting Policies and Estimates



The Companys consolidated financial statements are
prepared in accordance with United States generally accepted accounting principles. 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.



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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, 2003. 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.



Reserves for Returns. Management reviews the reserves for customer
returns at each reporting period and adjusts them to reflect data available at that time. To estimate a return for reserves, management considers return rates in preceding periods and changes in product offerings or marketing methods that might
impact returns going forward. 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 nine months
ended September 30, 2004 and 2003 were $2,586 and $928, respectively.



Impairment of Fixed Assets. 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. 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 carrying value of net fixed assets, which was $755 at September 30, 2004.



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 $6 million as of September 30, 2004. As a result of a change of control transaction which occurred in December 2002, approximately $2 million 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 that recognition of the benefits related to
deferred tax assets was more likely than not 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. As a result, the
valuation allowance was eliminated, a deferred tax asset was recorded on the consolidated balance sheet and an income tax benefit was recorded in the statement of operations.



Currently, the Company is recording 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. For the nine months ended September 30, 2004, the Company
recorded income tax expense of $1,082, which reflects an estimated annual effective tax rate of 40% in 2004.



Results of Operations



Revenues and expenses consist of the following components:



Revenues. Revenues consist primarily of food sales. 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, including the write-off of obsolete packaging and
product, incoming and outgoing shipping costs, charge card discounts, packing material, compensation related to fulfillment and the costs of outside fulfillment. Cost of products sold includes products provided at no charge as part of
promotions and the non-food materials provided with customer orders. Cost of revenues also includes the fees paid to independent distributors and sales commissions.



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##### Table of Contents

Marketing Expense. 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. Direct-response advertising costs are capitalized if the primary purpose was to elicit sales to customers who could be shown to have responded specifically to the advertising and results in probable future economic benefits. The
capitalized costs are amortized to expense over the period during which the future benefits are expected to be received. All other advertising costs are charged to expense as incurred.



General and Administrative Expenses. General and administrative expenses consist of compensation for administrative,
information technology, counselors 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. The Company is 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 that recognition of the benefits related to deferred tax assets was more likely than
not 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. As a result, the valuation allowance was eliminated, a deferred
tax asset was recorded on the consolidated balance sheet and an income tax benefit was recorded in the statement of operations.



Reclassifications. Beginning with the second quarter of 2004, the Company reclassified compensation related to fulfillment, the costs of outside
fulfillment and commissions paid on Direct sales from general and administrative expenses to cost of revenues. At the same time, the Company reclassified the cost of non-food materials provided with customer purchases from marketing to cost of
revenues. Prior year amounts have been reclassified to conform to the current period presentation.



Overview of the Direct Channel



The Company began selling directly to consumers when it launched its web site on October 15, 1999. In the first nine months of 2004 versus 2003, the
Direct channel represented 79% and 63%, respectively, of the Companys net revenues. 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 new customer is defined as a first time purchaser through the Direct channel. The Company distinguishes between new customers that make an initial
purchase of under $100, referred to as sample new customers, and those that make an initial purchase of $100 or more, referred to as program new customers. While some sample new customers subsequently complete a diet using the NutriSystem plan,
historically the Company generates the bulk of its sales from customers that make an initial purchase of $100 or more. For this reason, the Company monitors sales and marketing spending per program new customer as well as per total customer count.



As discussed above, starting in the second quarter of 2004,
certain costs were reclassified from general and administrative and marketing expenses to cost of revenue. The reclassification reduced reported gross margin and reduced general and administrative and marketing expenses, but did not change operating
income.



In January 2004 the Company merged duplicate customer
profiles that had been created over time. This reduced new customer counts by approximately 10% in 2003 and by a smaller amount in prior years, and it increased the sales per customer, as cumulative customer purchases were also aggregated. Merging
duplicate profiles also raised the amount of sales that were attributed to customers acquired in prior periods. The changes affected customer counts and had no impact on the Companys audited financial statements.



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SELECTED FINANCIAL AND OPERATING STATISTICS FOR DIRECT SALES



(in thousands, except new customer data)



|                                  |  |                                |       |   |                               |   |       |      |  |   |        |   |  |   |        |  
|--------------------------------- |  | ------------------------------ | ----- | - | ----------------------------- | - | ----- | ---- |  | - | ------ | - |  | - | ------ | -
|                                  |  | Three Months EndedSeptember 30 |       |   | Nine Months EndedSeptember 30 |  
|                                  |  | 2004                           |       |   | 2003                          |   |       | 2004 |  |   | 2003   |  
|Revenues                          |  | $                              | 6,307 |   |                               | $ | 3,351 |      |  | $ | 23,760 |   |  | $ | 11,615 |  
|                                  |  |                                |       |  
|Cost of revenues                  |  |                                | 3,322 |   |                               |   | 1,780 |      |  |   | 12,194 |   |  |   | 6,094  |  
|                                  |  |                                |       |   |                               |   |       |      |  |   |        |   |  |   |        |  
|Gross margin                      |  | $                              | 2,985 |   |                               | $ | 1,571 |      |  | $ | 11,566 |   |  | $ | 5,521  |  
|% of revenue                      |  |                                | 47.3  | % |                               |   | 46.9  | %    |  |   | 48.7   | % |  |   | 47.5   | %
|                                  |  |                                |       |  
|Marketing                         |  | $                              | 1,461 |   |                               | $ | 799   |      |  | $ | 5,152  |   |  | $ | 1,949  |  
|% of revenue                      |  |                                | 23.2  | % |                               |   | 23.8  | %    |  |   | 21.7   | % |  |   | 16.8   | %
|                                  |  |                                |       |  
|New customers                     |  |                                |       |   |                               |   |       |      |  |   |        |   |  |   |        |  
|Program                           |  |                                | 8,690 |   |                               |   | 3,566 |      |  |   | 35,422 |   |  |   | 13,343 |  
|Total                             |  |                                | 9,720 |   |                               |   | 5,362 |      |  |   | 38,455 |   |  |   | 17,813 |  
|                                  |  |                                |       |  
|Marketing/new customer            |  |                                |       |   |                               |   |       |      |  |   |        |   |  |   |        |  
|Program                           |  | $                              | 168   |   |                               | $ | 224   |      |  | $ | 145    |   |  | $ | 146    |  
|Total                             |  | $                              | 150   |   |                               | $ | 149   |      |  | $ | 134    |   |  | $ | 109    |  
|                                  |  |                                |       |  
|New customer revenue/new customer |  |                                |       |   |                               |   |       |      |  |   |        |   |  |   |        |  
|Program                           |  | $                              | 332   |   |                               | $ | 318   |      |  | $ | 496    |   |  | $ | 445    |  
|Total                             |  | $                              | 305   |   |                               | $ | 238   |      |  | $ | 465    |   |  | $ | 369    |  



Revenues from Direct
sales increased 88.2% from the third quarter of 2003 to the third quarter of 2004. 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 prior
customers (customers that initially purchased food in a prior period). In the third quarter of 2004 relative to the same quarter of 2003, performance improved in each area: new customers acquired, new customer revenue and prior customer revenue. The
number of new customers acquired increased by 4,358 or 81.3% year over year. The number of program new customers, those who make an initial purchase of $100 or more, increased by 143.7%. The revenues obtained from new customers in the third quarter
was $238 in 2003 and rose to $305 in 2004, an increase of 28.2%. In the third quarter of 2004, a higher proportion of new customers were program new customers, which raised the average sales per new customer. For program new customers alone, the
revenue per customer increased from $318 to $332 or 4.4%. The remaining revenue in the quarter, derived from customers that originally purchased in a prior quarter, rose over 131%, from $1.3 million in 2003 to $3.0 million in 2004, largely because
of the large number of new customers obtained in the first and second quarters of 2004. A number of factors drove the improved revenue performance: excellent consumer response to the new NutriSystem Nourish program, greater advertising spending,
higher product pricing and a higher proportion of new customers selecting the Auto Delivery option. Under the Auto Delivery program, customers receive monthly product shipments automatically until they notify the Company they wish to end shipments.



Gross margin as a percent of Direct revenues increased
in the third quarter from 46.9% in 2003 to 47.3% in 2004, largely due to higher prices charged for the new food program. Marketing costs increased by $662 from 2003 to 2004, primarily due to higher media spending. Marketing cost per new customer
acquired remained virtually the same ($150 in 2004 and $149 in 2003), but the marketing cost per new program customer declined from $224 to $168. In the third quarter of 2004, the Company focused marketing spending on obtaining program new
customers.



Direct results for the first nine months of 2004
also showed an increase in revenue over the same period in



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##### Table of Contents

2003. Revenues from Direct sales increased 104.6% from the first nine months of 2003 to the first nine months of 2004.
The spending on advertising and marketing increased by $3,203 from $1,949 in the first nine months of 2003 to $5,152 in the first nine months of 2004. Marketing per new customer increased from $109 to $134 from the first nine months of 2003 to 2004,
while the spending per program new customer remained approximately the same. In the first nine months of 2004, the Company substantially focused marketing efforts on acquiring program new customers and increased the proportion of marketing spending
dedicated to media. Gross margin as a percentage of Direct revenues increased from 47.5% in the first nine months of 2003 to 48.7% in the first nine months of 2004.



Overview of Television Infomercial Distribution



In the second quarter of 2001, the Company began distribution of its proprietary prepackaged food through QVC, the shopping
television network. In the first nine months of 2004, this channel represented 13.0% of the Companys net revenues as compared to 22.3% of the Companys net revenues in the first nine months of 2003. 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 revenues) 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 $465 and $793 for the three months ended September 30, 2004 and 2003, respectively. QVC sales are largely a function of the number of shows and the sales per minute on each show. For the three months
ended September 30, 2004 versus 2003, the Company aired less shows and sales per minute of air-time decreased. For the nine months ended September 30, 2004 and 2003, net sales through the QVC distribution channel were $3,922 and $4,091,
respectively. During 2004, the Company and QVC have been doing business without a contractual agreement.



Three Months Ended September 30, 2004 Compared to Three Months Ended September 30, 2003



Revenues. Revenues increased from $4,866 for the third quarter ended
September 30, 2003 to $7,655 for the third quarter ended September 30, 2004. The revenue increase of $2,789, or 57.3%, resulted from increased sales to Direct ($2,956), Case Distributors ($102), and the Field Sales channel ($59), which were offset
by a decrease in net sales by QVC ($328). In the third quarter of 2004, Direct sales accounted for 83% of total revenues, while QVC, Field Sales and Case Distributor revenues accounted for 6%, 6% and 5% of total revenues, respectively. In the third
quarter of 2003, these percentages were 69%, 16%, 9% and 6% of total revenues, respectively.



Costs and Expenses. Cost of revenues increased $1,422 from $3,002 to $4,424 for the quarters ended September 30, 2003 and 2004, respectively. Gross margin as a percent of revenues was 38.3% and 42.2% for the
quarters ended September 30, 2003 and 2004, respectively. The increase in margin was primarily attributable to the swing in the mix from QVC, which generates a lower gross margin, to Direct which generates a higher gross margin, and to the higher
price charged for the new NutriSystem Nourish program.Advertising and marketing expenses increased $662 from $799 to $1,461 from the third quarter of 2003 to the third quarter 2004. All advertising spending promoted the Direct sales, and the
increase in advertising is attributable to increased spending for advertising media ($651), particularly television and print advertising. General and administrative expenses ($1,263 and $1,515 in the third quarter of 2003 and 2004, respectively)
increased $252 primarily attributable to higher compensation costs and increased rent due to additional office and warehouse space.



Interest Income. Interest income, net of interest expense, was $12 in the third quarter of 2003 and 2004.



Income taxes. In the third quarter of 2004, the Company recorded $80
of income taxes due to the income for the current reporting period. In the third quarter of 2003, the Company recorded an income tax benefit of $151 due to the loss reported in that period. The effective tax rate in these periods is 40%.



Net Income. In the third quarter of 2004, net income increased by
$346 from a net loss of $225 for the third quarter of 2003 to net income of $121 for the third quarter of 2004. The increase is primarily due to higher gross profit from increased revenues offset by increased advertising media expense and the income
tax provision.



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Nine Months Ended September 30, 2004 Compared to Nine Months Ended September 30, 2003



Revenues. Revenues increased from $18,377 for the nine months
ended September 30, 2003 to $30,117 for the nine months ended September 30, 2004. The revenue increase of $11,740 or 63.9%, resulted from increased sales for Direct ($12,145) and Field Sales ($98) offset by decreased sales to Case Distributors
($335) and QVC ($169).



Costs and Expenses. Cost of
revenues increased from $11,528 to $17,185 for the nine months ended September 30, 2003 and 2004, respectively. Gross margin (revenues less cost of revenues as a percentage of revenues) increased from 37.2% for the nine months ended September 30,
2003 to 42.9% for the nine months ended September 30, 2004 primarily due to a mix shift toward the higher margin Direct channel and to higher pricing for the new NutriSystem Nourish program. Marketing expense increased from $1,949 to $5,152 from the
first nine months of 2003 to the first nine months of 2004. Virtually all advertising in these quarters promoted the Direct program and the increase in spending is primarily related to higher media spending. General and administrative expenses
increased from $4,041 to $4,903 from the first nine months of 2003 to 2004. This increase of $862 is due primarily to higher costs associated with the increase in revenues, especially compensation and to a lesser degree, rent, offset by a charge
recorded upon the closing of the fulfillment center in Reno in 2003. In the nine months ended September 30, 2003, the Company incurred $128 in expenses associated with the development of the new Nourish program. Also in the first nine months of
2003, the Company recorded a loss of $110 under the caption Equity in losses of affiliate, representing the Companys remaining net investment in an affiliate.There was no additional investment made in the first nine months
of 2004.



Interest Income. Interest income (net of
interest expense) decreased $18 from $42 in the first nine months of 2003 to $24 in the first nine months of 2004 primarily due to lower interest rates on invested funds.



Income taxes. In the first nine months of 2004, the Company recorded $1,082 of income tax expense due to taxable
income for the current period. In the first nine months of 2003, the Company recorded a $2,038 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 $2,524 for the nine
months ended September 30, 2003 as compared to net income of $1,623 for the nine months ended September 30, 2004. The decrease of $901 in net income is primarily due to a $2,038 income tax benefit recorded in the nine months ended September 30, 2003
versus $1,082 of income tax expense recorded in 2004 and by higher gross profit in 2004 versus 2003 resulting from increased revenues.



Contractual Obligations and Commercial Commitments



As of September 30, 2004, the Companys principal commitments consisted of obligations under operating leases. 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 nine months ended September 30, 2004, there were no items that
significantly impacted the Companys commitments and contingencies as disclosed in the notes to the consolidated financial statements for the year ended December 31, 2003 as filed in the Companys Form 10-K. In addition, the Company had no
significant off balance sheet arrangements at September 30, 2004.



Liquidity, Capital Resources and Other Financial Data



At September 30, 2004, the Company had net working capital of $9,208. Cash and cash equivalents were $7,440, an increase of $4,756 from the balance at December 31, 2003. The Companys principal source of
liquidity during this period was cash flow from operations. At September 30, 2004, the Company had no bank debt or term or revolving credit facilities to fund operations or investment opportunities.



In the nine months ended September 30, 2004, the Company generated cash flow
of $4,370 from operations, an increase of $2,196 from the $2,174 operating cash flow generated in the first nine months of 2003. Income, adjusted for



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non-cash charges, which provides most of the operating cash flow, was $3,160 and $968 in the first nine months of 2004
and 2003, respectively due to higher operating income in 2004 versus 2003 based on the increases in revenue from the prior year. Net changes in operating assets and liabilities also increased cash flow from operations by $1,209 in the nine months
ended September 30, 2004, with changes in components generally due to the seasonality of the business. This net change in operating assets and liabilities is consistent with the change in the nine month period ended September 30, 2003.



In the nine months ended September 30, 2004, net cash used in investing
activities consisted of $198 in capital expenditures. The capital expenditures related primarily to an office move and information technology costs.



In the nine months ended September 30, 2004, net cash provided by financing activities was $585, representing proceeds from the exercise of common stock
options and warrants. In the nine months ended September 30, 2003, the Company received proceeds of $2,200 from the sale of common stock and used $104 of cash to repurchase common stock.



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 recently, the variable nature of a portion of the Companys expenditures, the cash balance at September 30, 2004 and managements belief that additional equity financing, if required, can be raised, management
believes that the Company has the ability to continue operations through 2005. 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. Currently, there is no credit facility in place to fund working capital or investment needs.



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 2003, the FASB issued FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, (FIN 46R) which addresses how a business enterprise should evaluate whether it has a controlling
financial interest in an entity through means other than voting rights and accordingly should consolidate the entity. FIN 46R replaces FASB Interpretation No. 46, Consolidation of Variable Interest Entities, which was issued January
2003. The Company was to apply FIN 46R to variable interests in variable interest entities (VIEs) created after December 31, 2003. For variable interests in VIEs created before January 1, 2004, the Interpretation will be applied
beginning on January 1, 2005. For any VIEs that must be consolidated under FIN 46R that were created before January 1, 2004, the assets, liabilities and noncontrolling interests of the VIE initially would be measured at their carrying amounts with
any difference between the net amount added to the balance sheet and any previously recognized interest being recognized as the cumulative effect of an accounting change. If determining the carrying amounts is not practicable, fair value at the date
FIN 46R first applies may be used to measure the assets, liabilities and noncontrolling interest of the VIE. The adoption of FIN 46R did not have an impact on the Companys consolidated financial statements.



The FASB 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 did not have an impact on the Companys consolidated financial position or results of operations.



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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 September 30, 2004
and its cash and cash equivalents at that date of $7,440 were 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 Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the design and operation of the Companys disclosure controls and procedures as of September 30, 2004. Based upon this evaluation,
they concluded that, as of the date of the evaluation the Companys disclosure controls and procedures as of September 30, 2004 have been designed and are functioning effectively to provide reasonable assurance that the information required to
be disclosed by the Company in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. Management believes that a control system, no
matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instance of fraud, if any, within a
company have been detected. Since the date of this evaluation, there have been no significant changes in the Companys internal controls or in other factors that could significantly affect those controls.



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PART II  OTHER INFORMATION



Item 1. Legal Proceedings



None



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds



None



Item 3. Defaults Upon Senior Securities



None



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



None



Item 5. Other Information



None



Item 6. 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



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SIGNATURES



Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                  |  |                                                          |  |                 
|----------------- |  | -------------------------------------------------------- |  | ----------------
|NutriSystem, Inc. |  |                                                         
|                  |  |                                                         
|BY:               |  | /S/ MICHAEL J. HAGAN                                     |  | November 2, 2004
|                  |  | Michael J. Hagan                                         |  |                 
|                  |  | Chairman of the Board and Chief Executive Officer        |  |                 
|                  |  |                                                         
|BY:               |  | /S/ JAMES D. BROWN                                       |  | November 2, 2004
|                  |  | James D. Brown                                           |  |                 
|                  |  | Chief Financial Officer and Principal Accounting Officer |  |                 



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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



20