UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2004
|_| 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 0-14983
NUTRITION 21, INC.
------------------
(Exact Name of Registrant as Specified in its Charter)
New York 11-2653613
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4 Manhattanville Road
Purchase, New York 10577-2197
- ---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including Area Code: (914) 701-4500
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock (par value $.005 per share)
----------------------------------------
Title of Class
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 twelve (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 ninety (90) days.
Yes |X| No |_|
The number of shares outstanding of Registrant's Common Stock as of February 10,
2005: 38,052,963.
NUTRITION 21, INC.
INDEX
PART I FINANCIAL INFORMATION PAGE
ITEM 1 Condensed Consolidated Financial Statements (unaudited)
Condensed Consolidated Balance Sheets at December 31, 2004
and June 30, 2004 3
Condensed Consolidated Statements of Operations for the three
months and six months ended December 31, 2004 and 2003 5
Condensed Consolidated Statement of Stockholders' Equity for
the six months ended December 31, 2004 6
Condensed Consolidated Statements of Cash Flows for the six
months ended December 31, 2004 and 2003 7
Notes to Condensed Consolidated Financial Statements 8
ITEM 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations 11
ITEM 3 Quantitative and Qualitative Disclosures
About Market Risk 13
ITEM 4 Controls and Procedures 13
PART II OTHER INFORMATION
ITEM 1 Legal Proceedings 14
ITEM 6 Exhibits 14
2
NUTRITION 21, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
December 31, June 30,
2004 2004
------- -------
(unaudited) (Note 1)
ASSETS
Current assets:
Cash and cash equivalents $ 715 $ 2,164
Short-term investments 2,000 2,000
Restricted cash 1,225 --
Accounts receivable (less allowance for doubtful accounts of $10) 1,247 1,342
Other receivables 128 257
Inventories 849 1,163
Prepaid expenses and other current assets 356 221
------- -------
Total current assets 6,520 7,147
Property and equipment, net 226 314
Patents, trademarks and other intangibles (net of 7,878 8,719
accumulated amortization of $16,439 at
December 31, 2004 and $15,444 at June 30, 2004)
Other assets 187 187
------- -------
TOTAL ASSETS $14,811 $16,367
======= =======
See accompanying notes to condensed consolidated financial statements.
3
NUTRITION 21, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
December 31, June 30,
2004 2004
-------- --------
(unaudited) (Note 1)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 3,577 $ 3,687
Contingent payments payable 45 47
-------- --------
TOTAL LIABILITIES 3,622 3,734
-------- --------
Commitments and contingencies
STOCKHOLDERS' EQUITY:
Preferred stock, $0.01 par value, authorized 5,000,000 shares -- --
Common stock, $0.005 par value, authorized 65,000,000 shares;
37,991,988 shares issued and outstanding at December 31,
2004 and at June 30, 2004 190 190
Additional paid-in capital 67,437 67,367
Accumulated deficit (56,438) (54,924)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 11,189 12,633
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 14,811 $ 16,367
======== ========
See accompanying notes to condensed consolidated financial statements.
4
NUTRITION 21, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
(unaudited)
Three Months Ended Six Months Ended
December 31, December 31,
2004 2003 2004 2003
------------ ------------ ------------ ------------
Net sales $ 2,642 $ 2,345 $ 5,312 $ 4,653
Other revenues 1,011 50 1,082 100
------------ ------------ ------------ ------------
TOTAL REVENUES 3,653 2,395 6,394 4,753
Cost of goods sold 672 582 1,282 1,145
------------ ------------ ------------ ------------
GROSS PROFIT 2,981 1,813 5,112 3,608
Selling, general and administrative expenses 2,228 1,912 4,387 3,753
Research and development expenses 504 613 1,114 1,041
Depreciation and amortization 548 540 1,131 1,079
------------ ------------ ------------ ------------
OPERATING (LOSS) (299) (1,252) (1,520) (2,265)
Interest income 23 11 27 17
Interest expense 6 7 12 13
------------ ------------ ------------ ------------
LOSS BEFORE INCOME TAXES (282) (1,248) (1,505) (2,261)
Income taxes 5 -- 9 --
------------ ------------ ------------ ------------
NET (LOSS) $ (287) $ (1,248) $ (1,514) $ (2,261)
============ ============ ============ ============
Basic and diluted (loss) per share $ (0.01) $ (0.03) $ (0.04) $ (0.06)
============ ============ ============ ============
Weighted average number of common shares
- basic and diluted 37,991,988 37,414,189 37,991,988 35,556,970
============ ============ ============ ============
See accompanying notes to condensed consolidated financial statements.
5
NUTRITION 21, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(in thousands, except share data)
(unaudited)
Additional
Paid-In Accumulated
Common Stock Capital Deficit Total
------------ ------- ------- -----
Shares
------
Balance at June 30, 2004 37,991,988 $ 190 $ 67,367 $ (54,924) $ 12,633
Charge for stock appreciation rights -- -- 63 -- 63
Issuance of warrants to purchase 20,000 shares of -- -- 7 -- 7
common stock for services
Net loss for the period -- -- -- (1,514) (1,514)
---------- ---------- ---------- ---------- ----------
Balance at December 31, 2004 37,991,988 $ 190 $ 67,437 $ (56,438) $ 11,189
========== ========== ========== ========== ==========
See accompanying notes to condensed consolidated financial statements.
6
NUTRITION 21, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Six Months Ended
December 31,
2004 2003
------- -------
Cash flows from operating activities:
Net (loss) $(1,514) $(2,261)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Depreciation and amortization 1,131 1,079
Issuance of warrants for services 7 16
Other non-cash items 63 35
Changes in operating assets and liabilities:
Accounts receivable 95 18
Other receivables 129 161
Inventories 314 (89)
Prepaid expenses and other current assets (135) (118)
Other assets -- 11
Accounts payable and accrued expenses (110) (39)
------- -------
Net cash (used in) operating activities (20) (1,187)
------- -------
Cash flows from investing activities:
Contingent payments for acquisitions (92) (59)
Purchases of property and equipment (3) (8)
Payments for patents and trademarks (109) (136)
Increase in restricted cash (1,225) --
Purchase of investments available for sale -- (2,350)
------- -------
Net cash (used in) investing activities (1,429) (2,553)
------- -------
Cash flows from financing activities:
Preferred stock dividends paid -- (2)
Proceeds from stock option exercises -- 6
Net proceeds from private placement -- 3,004
------- -------
Net cash provided by financing activities -- 3,008
------- -------
Net (decrease) in cash and cash equivalents (1,449) (732)
Cash and cash equivalents at beginning of period 2,164 4,059
------- -------
Cash and cash equivalents at end of period $ 715 $ 3,327
======= =======
See accompanying notes to condensed consolidated financial statements.
7
NUTRITION 21, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
($ in thousands, except share data)
(unaudited)
Note 1 BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with accounting principles generally
accepted in the United States for interim financial information and with
the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes
required by accounting principles generally accepted in the United States
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring adjustments) considered
necessary for a fair presentation have been included. Operating results
for the three and six month periods ended December 31, 2004 are not
necessarily indicative of the results that may be expected for the year
ending June 30, 2005. Beginning in fiscal year 2004, the Company's
reporting segments were combined into one - Nutritional Products.
The condensed consolidated balance sheet at June 30, 2004 has been derived
from the audited consolidated financial statements at that date, but does
not include all of the information and footnotes required by accounting
principles generally accepted in the United States for complete financial
statements.
For further information, refer to the consolidated financial statements
and footnotes thereto included in the Company's Annual Report on Form 10-K
for the year ended June 30, 2004.
Note 2 SHORT-TERM INVESTMENTS
Short-term investments consist of debt securities acquired with maturities
exceeding three months but less than three years. The Company, in
compliance with SFAS No. 115, "Accounting for Certain Investments in Debt
and Equity Securities," has classified all debt securities that have
readily determinable fair values as available-for-sale, as the sale of
such securities may be required prior to maturity. Such securities are
reported at cost, which approximates market. The cost of securities sold
is based on the specific identification method.
Note 3 STOCK-BASED COMPENSATION
The Company continues to account for employee stock-based compensation
using the intrinsic value method prescribed in Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees". Compensation
cost for stock options, if any, is measured as the excess of the quoted
market price of the Company's stock at the date of grant over the amount
an employee must pay to acquire the stock.
Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting
for Stock-Based Compensation," established accounting and disclosure
requirements using a fair-value method of accounting for stock-based
employee compensation plans. The Company has elected to remain on its
current method of accounting as described above, and has adopted the
disclosure requirements of SFAS No. 123 and SFAS No. 148, "Accounting for
Stock-Based Compensation-Transition and Disclosure".
8
NUTRITION 21, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
($ in thousands, except share data)
(unaudited)
Note 3 STOCK-BASED COMPENSATION(cont'd)
The Company applies the intrinsic value method pursuant to APB Opinion No.
25 in accounting for its employee stock option plans and, accordingly, no
compensation cost has been recognized in the condensed consolidated
financial statements for its employee stock options, which have an
exercise price equal to the fair value of the stock on the date of the
grant. Had the Company determined compensation cost based on the fair
value at the grant date for its stock options under SFAS No. 123, and
amortized such costs over the vesting period, the Company's net loss would
have been increased to the pro forma amounts indicated below:
Three months ended Six months ended
December 31, December 31,
2004 2003 2004 2003
------- ------- ------- -------
Net (loss) as reported $ (287) $(1,248) $(1,514) $(2,261)
Deduct: Total stock-based employee
compensation expense determined under fair
value based method for all awards (61) (25) (122) (192)
------- ------- ------- -------
Pro forma net (loss) $ (348) $(1,273) $(1,636) $(2,453)
======= ======= ======= =======
(Loss) per share:
Basic and diluted - as reported $ (0.01) $ (0.03) $ (0.04) $ (0.06)
Basic and diluted - pro forma $ (0.01) $ (0.03) $ (0.04) $ (0.07)
Note 4 INVENTORIES
Inventories at December 31, 2004 and June 30, 2004 consisted of finished
goods.
Note 5 (LOSS) PER SHARE
Diluted (loss) per share for the three and six month periods ended
December 31, 2004 and 2003, does not reflect the incremental shares from
the assumed conversion of stock options and warrants (2,004,628 and
1,547,603, and 1,432,538 and 1,765,306 shares, respectively) as the effect
of such inclusion would be antidilutive.
9
NUTRITION 21, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
($ in thousands, except share data)
(unaudited)
Note 6 SUPPLEMENTAL CASH FLOW INFORMATION
Six months ended
December 31 ,
2004 2003
---- ----
Supplemental disclosure of cash flow information:
Cash paid for interest $ -- $ --
Cash paid for income taxes $ 5 $ --
Supplemental schedule of non-cash financing activities:
Obligation for N21 contingent payments $ 45 $ 36
Issuance of common stock for conversion of Series G preferred $ -- $188
Note 7 LEGAL PROCEEDINGS
On March 19, 2003, Andrew Wertheim (a former Executive Officer) initiated
arbitration with the American Arbitration Association against the Company
in connection with his termination of employment. On July 24, 2004, an
arbitrator awarded Mr. Wertheim damages of (1) $269 for salary and
benefits, (2) $709 related to stock options, and (3) interest of $92. On
November 1, 2004, the United States District Court for the Southern
District of New York denied a motion by the Company to vacate the part of
the award that relates to the stock options, i.e. $709 plus interest. On
December 10, 2004, the Company appealed the decision of the District
Court. On December 13, 2004, the Company deposited $1,225 as security with
the Clerk of the District Court, pending final resolution of the matter.
On March 24, 2004, the Federal Trade Commission ("FTC") sued QVC in the
U.S. District Court for the Eastern District of Pennsylvania for weight
loss advertising claims that were made on QVC for the Company's Lite
Bites(R) products and for claims made on QVC for other products. QVC has
in the same lawsuit filed on April 14, 2004, Third-Party Complaints for
damages against six parties including the Company (Third-Party
Defendants). The FTC and the Third-Party Defendants have filed Motions to
Strike QVC's Third-Party Complaints. On February 9, 2005, the Motions to
Strike were denied. The Company is considering appealing the denial. The
Company discontinued the Lite Bites product line in fiscal year 2003. QVC
has not set forth an amount being sought as damages, nor can the Company
estimate its exposure.
10
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion should be read in conjunction with the condensed
consolidated financial statements and related notes thereto of the Company
included elsewhere herein.
FORWARD-LOOKING STATEMENTS AND RISK FACTORS
This quarterly report and the documents incorporated by reference contain
forward-looking statements which are intended to fall within the "safe
harbor" provisions of the Private Securities Litigation Reform Act of
1995. Words such as "anticipates", "expects", "intends", "plans",
"believes", "seeks", and "estimates" and similar expressions identify
forward-looking statements. Statements that are "forward-looking
statements" are based on current expectations and assumptions that are
subject to risks and uncertainties. Actual performance and results could
differ materially because of factors such as those set forth under "Risk
Factors" in Form S-3/A filed with the Securities and Exchange Commission
on January 27, 2004.
GENERAL
The Company's revenues are primarily derived from the sale of proprietary
ingredients and the grant of patent licenses related to those ingredients
to manufacturers of vitamin and mineral supplements. The fees for the
licenses are bundled on an undifferentiated basis with the price that the
Company charges for its ingredients.
Cost of goods sold includes both direct and indirect manufacturing costs.
Research and development expenses include internal expenditures as well as
expenses associated with third party providers. Selling, general and
administrative expenses include salaries and overhead, third party fees
and expenses, royalty expenses for licenses and trademarks, and costs
associated with the selling of the Company's products. The Company
capitalizes patent costs and intangible assets, and amortizes them over
periods of one to seventeen years.
RESULTS OF OPERATIONS
Revenues
Net sales for the three and six month periods ended December 31, 2004 of
$2.6 million and $5.3 million, respectively, increased $0.3 million and
$0.7 million, respectively, when compared to $2.3 million and $4.6
million, respectively, for the same periods a year ago. The improvement is
due primarily to increased sales of the Company's Chromax(R) chromium
picolinate products.
Other revenues were $1.0 million and $1.1 million, respectively, for the
three and six-month periods ended December 31, 2004, compared to $50
thousand and $100 thousand for the same periods a year ago. During the
quarter ended December 31, 2004, the Company received a non-refundable
$1.0 million payment from ImmuCell Corporation for waiving its right to
receive potential milestone and royalty payments for a majority of the
animal health applications covered by the Company's patented nisin
technology.
Cost of goods sold
Cost of goods sold for the three and six-month periods ended December 31,
2004 was $0.7 million and $1.3 million, respectively. Gross profit on
product sales for the three and six month periods ended December 31, 2004
was 74.6% and 75.9%, respectively, compared to 75.2% and 75.4%,
respectively, for the same periods a year ago. The mix of products sold
was the primary reason for the change.
11
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
Research and development expenses
Research and development expenses were $0.5 million and $1.1 million,
respectively, for the three and six month periods ended December 31, 2004,
compared to $0.6 million and $1.0 million, respectively, for the same
period a year ago. The increase in the six month period ended December 31,
2004, compared to the comparable period a year ago, is due primarily to
continued spending to validate new chromium applications.
Selling, general and administrative expenses (SG&A)
SG&A expenses for the three and six month periods ended December 31, 2004
was $2.2 million and $4.4 million, respectively, compared to $1.9 million
and $3.8 million, respectively, for the same periods a year ago.
Marketingexpenditures, increased legal fees associated with outstanding
lawsuits and personnel related expenditures were the primary reasons for
the increase.
Depreciation and amortization
Depreciation and amortization for the three and six month periods ended
December 31, 2004 and December 31, 2003 was $0.5 million and $1.1 million,
respectively.
Operating Loss
Operating loss for the three and six month periods ended December 31, 2004
was $0.3 million and $1.5 million, respectively, when compared to an
operating loss of $1.3 million and $2.3 million, respectively, for the
same periods a year ago. The $1.0 million the Company received for waiving
its rights to receive potential milestone and royalty payments for a
majority of animal health applications covered by patented nisin
technology, as noted above, was the primary reason for the improvement.
Interest expense and Interest income
Interest income, net of interest expense for the three and six-month
periods ended December 31, 2004 was $17 thousand and $15 thousand,
respectively, compared to $4 thousand for the same periods a year ago.
Levels of cash available for investment in the first three and six months
of fiscal year 2005 were higher than the comparable periods in fiscal year
2004.
Liquidity and Capital Resources
Unrestricted cash, cash equivalents and short-term investments at December
31, 2004 were $2.7 million compared to $4.2 million at June 30, 2004. As
of December 31, 2004, the Company had working capital of $2.9 million
compared to $3.4 million as of June 30, 2004. Lower level of inventory was
the primary reason for the change.
During the six month period ended December 31, 2004, net cash of $20
thousand was used in operating activities compared to net cash used of
$1.2 million for the comparable period a year ago. A reduction in net loss
of $0.7 million and a positive change in inventories of $0.3 million were
the primary reasons for the change.
During the six-month periods ended December 31, 2004 and December 31, 2003
net cash used for investing activities was $1.4 million and $2.6 million,
respectively. While no short-term investments were made in the six month
period ended December 31, 2004, the Company used cash of $1.2 million as
security pending resolution of an appeal.
12
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)
During the six month period ended December 31, 2004, no cash was provided
by financing activities, compared to net cash provided of $3.0 million,
principally from the proceeds from a private placement, in the comparable
period a year ago.
The Company's primary source of financing is cash generated from
operations. The Company believes that cash on hand and cash generated from
operations will provide sufficient liquidity in the short term. Long-term
liquidity is dependent upon achieving future profitability or raising
additional financing.
Future increases in marketing and research and development expenses over
the present levels may require additional funds. The Company intends to
seek any necessary additional funding through arrangements with corporate
collaborators through public or private sales of its securities, including
equity securities, or through bank financing.
Significant Accounting Pronouncements
In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment",
which establishes standards for transactions in which an entity exchanges
its equity instruments for goods or services. This standard focuses
primarily on accounting for transactions in which an entity obtains
employee services in share-based payment transactions including issuances
of stock options to employees. SFAS No. 123(R) will be effective for
interim or annual reporting periods beginning on or after June 15, 2005.
We believe SFAS No. 123(R) may reduce profitability or increase losses in
future periods.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk represents the risk of changes in value of a financial
instrument, derivative or non-derivative, caused by fluctuations in
interest rates, foreign exchange rates and equity prices. The Company has
no financial instruments that give it exposure to foreign exchange rates
or equity prices.
ITEM 4 - CONTROLS AND PROCEDURES
The Company's management, with the participation of the Company's Chief
Executive and Chief Financial Officer, has evaluated the effectiveness of
the Company's disclosure controls and procedures as of December 31, 2004.
Based on this evaluation, the Company's Chief Executive Officer and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures are effective for gathering, analyzing and disclosing the
information the Company is required to disclose in the reports it files
under the Securities Exchange Act of 1934, within the time periods
specified in the SEC's rules and forms.
During the quarter ended December 31, 2004, there have been no significant
changes in our internal controls over financial reporting or in other
factors, which have significantly affected, or are reasonably likely to
significantly affect, our internal controls over financial reporting
subsequent to such evaluation.
13
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
The Company in the ordinary course of its business has brought patent
infringement actions against companies that it believes have sold chromium
picolinate in violation of the Company's patent rights. As of this date,
no action is pending. The Company is evaluating bringing other patent
infringement actions.
On March 19, 2003, Andrew Wertheim (a former Executive Officer) initiated
arbitration with the American Arbitration Association against the Company
in connection with his termination of employment. On July 24, 2004, an
arbitrator awarded Mr. Wertheim damages of (1) $268,477 for salary and
benefits, (2) $708,750 related to stock options, and (3) interest of
$92,151. On November 1, 2004, the United States District Court for the
Southern District of New York denied a motion by the Company to vacate the
part of the award that relates to the stock options, i.e. $708,750 plus
interest. The Company appealed the decision of the District Court. On
December 13, 2004, the Company posted $1.2 million as security with the
Clerk of the District Court, pending final resolution of the matter.
On March 24, 2004, the Federal Trade Commission ("FTC") sued QVC in the
U.S. District Court for the Eastern District of Pennsylvania for weight
loss advertising claims that were made on QVC for the Company's Lite
Bites(R) products and for claims made on QVC for other products. QVC has
in the same lawsuit filed on April 14, 2004, Third-Party Complaints for
damages against six parties including the Company (Third-Party
Defendants). The FTC and the Third-Party Defendants have filed Motions to
Strike QVC's Third-Party Complaints. On February 9, 2005, the Motions to
Strike were denied. The Company is considering appealing the denial. The
Company discontinued the Lite Bites product line in fiscal year 2003. QVC
has not set forth an amount being sought as damages, nor can the Company
estimate its exposure.
ITEM 6 - EXHIBITS
(A) EXHIBITS
31.1 Certifications of President and Chief Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certifications of Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
32.1 Certifications of the President and Chief Executive Officer
and the Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
14
NUTRITION 21, INC.
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.
NUTRITION 21, INC.
------------------
Registrant
Date: February 14, 2005 By: /s/ Gail Montgomery
-------------------
Gail Montgomery
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Paul Intlekofer
-------------------
Paul Intlekofer
Chief Financial Officer and
Senior Vice President, Corporate Development
(Principal Financial Officer)
15