Schiff Nutrition International (WNI) 8-K/A Entry into a Material Definitive Agreement

EXHIBIT 99.2

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

PROFORMA FINANCIAL INFORMATION

On April 1, 2005, we sold certain assets of our Active Nutrition unit relating to our Weider branded business domestically and internationally to Weider Global Nutrition, LLC (“WGN”), a wholly-owned subsidiary of Weider Health and Fitness. The terms of the transaction provide that we will receive approximately $14.0 million in exchange for assets relating to our domestic Weider branded business, including inventory, receivables, and intangible and intellectual property, the capital stock of certain of our international subsidiaries related to the international Weider branded business (including the working capital of those subsidiaries), and the assumption of certain associated liabilities by WGN. The effective date of the sale was March 1, 2005.

The following proforma condensed consolidated balance sheet at February 28, 2005 and proforma condensed consolidated statements of income (loss) for the nine months ended February 28, 2005 and for the years ended May 31, 2004, 2003 and 2002 give effect to the impact of the sale as if it had been consummated at the beginning of each respective period. The following pro forma adjustments have been made to reflect the possible changes in our historical financial position and results of operations resulting from the sale of the Weider branded business.

The proforma adjustment for thecondensed consolidated balancesheet at February 28, 2005 eliminates the net assets of the divested Weider branded business and records the net cash proceeds of $12.0 million (including $0.9 million in transaction related expenses) and a $1.1 million note receivable from WGN. In addition, an after-tax gain on the sale estimated at approximately $2.0 million (net of approximately $1.5 million in income taxes) has been reflected as a proforma adjustment to additional paid in capital.

The proforma adjustment for thecondensed consolidated statement of income (loss) for the nine months ended February 28, 2005 and for the years ended May 31, 2004, 2003 and 2002 eliminates direct net sales and expenses of the divested Weider branded business for each period.

In connection with the transaction, we also entered into separate agreements with WGN whereby we will provide them with certain general and administrative, research and development and logistics services. The terms of the service agreements are for a one year period, with options by either party for one additional year. In addition, we may continue to manufacture certain products for WGN; however, the contractual agreements for services are subject to competitive pricing considerations. The annual service fees and profit margins from the manufacturing services have not been included in the proforma financial statements. Finally, interest income from the use of the proceeds has not been included in the proforma financial statements.

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WEIDER NUTRITION INTERNATIONAL

PROFORMA CONDENSED CONSOLIDATED BALANCE SHEET

AT FEBRUARY 28, 2005

(in thousands)

	As Reported			Proforma Adjustment			Proforma
ASSETS
Current assets:
Cash and cash equivalents	$	24,919		$	11,357		$	36,276
Receivables, net		32,111			(4,228	)		27,883
Inventories		31,760			(4,910	)		26,850
Prepaid expenses and other		5,226			(1,003	)		4,223
Deferred taxes		1,982			(231	)		1,751
Total current assets		95,998			985			96,983
Property and equipment, net		23,717			(807	)		22,910
Other assets:
Goodwill		4,346			--			4,346
Intangible assets, net		4,661			(778	)		3,883
Deposits and other assets		583			476			1,059
Total other assets		9,590			(302	)		9,288
Total assets	$	129,305		$	(124	)	$	129,181
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	18,786		$	(2,401	)	$	16,385
Accrued expenses		13,155			(1,094	)		12,061
Current portion of long-term debt		1,855			--			1,855
Income taxes payable		167			2,782			2,949
Total current liabilities		33,963			(713	)		33,250
Long-term debt		--			--			--
Deferred taxes		10,705			(1,563	)		9,142
Stockholders’ equity:
Preferred stock		--			--			--
Class A common stock		111			--			111
Class B common stock		150			--			150
Additional paid-in capital		83,874			2,025			85,899
Deferred compensation costs		(487	)		--			(487	)
Other accumulated comprehensive loss		(3,727	)		127			(3,600	)
Retained earnings (accumulated deficit)		4,716			--			4,716
Total stockholders’ equity		84,637			2,152			86,789
Total liabilities and stockholders’ equity	$	129,305		$	(124	)	$	129,181

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WEIDER NUTRITION INTERNATIONAL

PROFORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)

FOR THE NINE MONTHS ENDED FEBRUARY 28, 2005

(in thousands, except per share data)

	As Reported			Proforma Adjustment			Proforma
Net sales	$	202,282		$	(19,321	)	$	182,961
Cost of goods sold		126,645			(9,767	)		116,878
Gross profit		75,637			(9,554	)		66,083
Operating expenses:
Selling and marketing		40,161			(5,365	)		34,796
General and administrative		17,407			(1,948	)		15,459
Research and development		3,340			(285	)		3,055
Amortization of intangible assets		805			(136	)		669
Total operating expenses		61,713			(7,734	)		53,979
Income from operations		13,924			(1,820	)		12,104
Other income (expense):
Interest income		240			(28	)		212
Interest expense		(353	)		40			(313	)
Other		(201	)		185			(16	)
Total other income (expense), net		(314	)		197			(117	)
Income (loss) from continuing operations before income taxes		13,610			(1,623	)		11,987
Income tax expense (benefit)		5,239			(624	)		4,615
Net income (loss) from continuing operations	$	8,371		$	(999	)	$	7,372
Net income (loss) from continuing operations per share:
Basic	$	0.33		$	(0.04	)	$	0.29
Diluted		0.32			(0.04	)		0.28

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WEIDER NUTRITION INTERNATIONAL

PROFORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

FOR THE YEAR ENDED MAY 31, 2004

(in thousands, except per share data)

	As Reported			Proforma Adjustment			Proforma
Net sales	$	257,528		$	(22,555	)	$	234,973
Cost of goods sold		159,653			(12,514	)		147,139
Gross profit		97,875			(10,041	)		87,834
Operating expenses:
Selling and marketing		54,115			(10,522	)		43,593
General and administrative		24,964			(1,836	)		23,128
Research and development		4,237			(426	)		3,811
Amortization of intangible assets		878			(202	)		676
Total operating expenses		84,194			(12,986	)		71,208
Income from operations		13,681			2,945			16,626
Other income (expense):
Interest income		876			(31	)		845
Interest expense		(1,408	)		(88	)		(1,496	)
Other		(146	)		256			110
Total other income (expense), net		(678	)		137			(541	)
Income from continuing operations before income taxes		13,003			3,082			16,085
Income tax expense		4,928			1,169			6,097
Net income from continuing operations	$	8,075		$	1,913		$	9,988
Net income from continuing operations per share:
Basic	$	0.31		$	0.08		$	0.39
Diluted		0.30			0.08			0.38

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WEIDER NUTRITION INTERNATIONAL

PROFORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)

FOR THE YEAR ENDED MAY 31, 2003

(in thousands, except per share data)

	As Reported			Proforma Adjustment			Proforma
Net sales	$	240,854		$	(27,236	)	$	213,618
Cost of goods sold		148,243			(15,532	)		132,711
Gross profit		92,611			(11,704	)		80,907
Operating expenses:
Selling and marketing		47,159			(9,027	)		38,132
General and administrative		23,176			(1,686	)		21,490
Research and development		4,165			(426	)		3,739
Amortization of intangible assets		995			(244	)		751
Total operating expenses		75,495			(11,383	)		64,112
Income from operations		17,116			(321	)		16,795
Other income (expense):
Interest income		77			(34	)		43
Interest expense		(3,560	)		106			(3,454	)
Other		360			218			578
Total other income (expense), net		(3,123	)		290			(2,833	)
Income (loss) from continuing operations before income taxes		13,993			(31	)		13,962
Income tax expense (benefit)		5,528			(12	)		5,516
Net income (loss) from continuing operations	$	8,465		$	(19	)	$	8,446
Net income from continuing operations per share:
Basic	$	0.32		$	--		$	0.32
Diluted		0.32			--			0.32

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WEIDER NUTRITION INTERNATIONAL

PROFORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)

FOR THE YEAR ENDED MAY 31, 2002

(in thousands, except per share data)

	As Reported			Proforma Adjustment			Proforma
Net sales	$	280,821		$	(27,233	)	$	253,588
Cost of goods sold		183,833			(16,599	)		167,234
Gross profit		96,988			(10,634	)		86,354
Operating expenses:
Selling and marketing		51,272			(8,558	)		42,714
General and administrative		25,760			(1,728	)		24,032
Research and development		3,719			(582	)		3,137
Amortization of intangible assets		3,351			(243	)		3,108
Litigation settlement		(442	)		--			(442	)
Asset impairment loss		9,027			--			9,027
Severance, recruiting and reorganization costs		1,514			--			1,514
Total operating expenses		94,201			(11,111	)		83,090
Income from operations		2,787			477			3,264
Other income (expense):
Interest income		95			(51	)		44
Interest expense		(6,515	)		800			(5,715	)
Other		(818	)		273			(545	)
Total other income (expense), net		(7,238	)		1,022			(6,216	)
Income (loss) from continuing operations before income taxes		(4,451	)		1,499			(2,952	)
Income tax expense (benefit)		(555	)		634			79
Net income (loss) from continuing operations	$	(3,896	)	$	865		$	(3,031	)
Net income (loss) from continuing operations per share:
Basic	$	(0.15	)	$	0.03		$	(0.12	)
Diluted		(0.15	)		0.03			(0.12	)

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