The following discussion and analysis is intended to help you understand our
financial condition and results of operations as of June 30, 2020 and 2019 and
for each of the last two fiscal years then ended. You should read the following
discussion and analysis together with our audited consolidated financial
statements and the notes to the consolidated financial statements included under
Item 8 in this report. Our future financial condition and results of operations
will vary from our historical financial condition and results of operations
described below based on a variety of factors. You should carefully review the
risks described under Item 1A and elsewhere in this report, which identify
certain important factors that could cause our future financial condition and
results of operations to vary.



Executive Overview



The following overview does not address all of the matters covered in the other
sections of this Item 7 or other items in this report or contain all of the
information that may be important to our stockholders or the investing public.
You should read this overview in conjunction with the other sections of this
Item 7, the financial statements and accompanying notes, and this report.



Our primary business activity is providing private-label contract manufacturing
services to companies that market and distribute vitamins, minerals, herbs and
other nutritional supplements, as well as other health care products, to
consumers both within and outside the U.S. Historically, our revenue has been
largely dependent on sales to two or three private-label contract manufacturing
customers and subject to variations in the timing of such customers' orders,
which in turn is impacted by such customers' internal marketing programs, supply
chain management, entry into new markets, new product introductions, the demand
for such customers' products, and general industry and economic conditions. Our
revenue also includes raw material sales, royalty and licensing revenue
generated from our patent estate pursuant to license and supply agreements with
third parties for the distribution and use of the ingredient known as
beta-alanine sold under our CarnoSyn® and SR CarnoSyn® trademarks.



A cornerstone of our business strategy is to achieve long-term growth and
profitability and to diversify our sales base. We have sought and expect to
continue to seek to diversify our sales by developing relationships with
additional, quality-oriented, private-label contract manufacturing customers,
and commercializing our patent estate through sales of beta-alanine under our
CarnoSyn® and SR CarnoSyn® trade names, royalties from license agreements, and
potentially additional contract manufacturing opportunities with licensees.



Impact of COVID-19 on Our Business





On March 11, 2020, the World Health Organization classified the novel
coronavirus, or COVID-19, as a pandemic. The COVID-19 pandemic has resulted, and
is likely to continue to result, in significant economic disruption and has and
will likely affect our business. Significant uncertainty exists concerning the
magnitude of the impact and duration of the COVID-19 pandemic. Our facilities,
located both in the United States and Europe, continue to operate as an
essential and critical manufacturer in accordance with applicable federal,
state, and local regulations, however, there can be no assurance our facilities
will continue to operate without interruption. Factors that derive from COVID-19
and the accompanying response, and that have or may negatively impact sales and
gross margin in the future include, but are not limited to the following:



? Limitations on the ability of our suppliers to manufacture, or procure from

manufacturers, the products we sell, or to meet delivery requirements and

commitments;

? Limitations on the ability of our employees to perform their work due to

illness caused by the pandemic or due to other restrictions on our employees

to keep them safe and the increased cost of measures taken to ensure employee

health and safety;

? Local, state, or federal orders requiring employees to remain at home;

? Limitations on the ability of carriers to deliver our products to customers;

? Limitations on the ability of our customers to conduct their business and

purchase our products and services; and

? Limitations on the ability of our customers to pay us on a timely basis.






As a preventative measure to provide our business with potentially needed
liquidity, and out of an abundance of caution, we withdrew $10 million from our
credit facility with Wells Fargo in the third quarter of fiscal 2020. We will
continue to actively monitor the situation and may take further actions to alter
our business operations as may be required by federal, state or local
authorities or that we determine are in the best interests of our employees,
customers, suppliers and shareholders. While we are unable to determine or
predict the nature, duration, or scope of the overall impact the COVID-19
pandemic will have on our business, results of operations, liquidity or capital
resources, we believe we will be able to remain operational and our working
capital will be sufficient for us to remain operational even as the longer term
consequences of this pandemic become known.



During fiscal 2020, our consolidated net sales were 14% lower than in fiscal
2019. Private-label contract manufacturing sales decreased 13% due primarily to
lower volumes of current products to existing customers located primarily in the
U.S. and European markets partially offset by new product sales to new and
existing customers in the U.S market. During fiscal 2020, sales to our largest
private-label contract manufacturing customer declined 23% primarily as a result
of reduced customer demand. However, a majority of this decline occurred during
the first nine months of fiscal 2020 while the fourth quarter of fiscal 2020
included a year over year increase in sales for this customer, primarily due to
increased consumer demand and shipments of a newly awarded product. Fiscal 2021
sales from our largest private-label contract manufacturing customer are
expected to increase as compared to fiscal 2020. Revenue concentration from our
largest private-label contract manufacturing customer as a percentage of our
total net sales decreased to 44% in fiscal 2020 from 49% in fiscal 2019. We
expect this percentage to increase in fiscal 2021.



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Effective March 31, 2020, we terminated our ongoing relationship with one
private-label contract manufacturing customer, Kaged Muscle. We are working with
this former customer to assist them with completing their obligations to us,
transition to a replacement manufacturer, and the transfer of inventory items we
hold specific to this customer. Due to uncertainty regarding the future
operations of this former customer, we reserved 100% of their outstanding
accounts receivable balance and a majority of the inventory we hold for their
products. As of June 30, 2020, our balance sheet and results of operations for
fiscal 2020 included total reserves (and accompanying expense) of $4.3 million
related to this former customer.



During fiscal 2020, CarnoSyn® beta-alanine revenue decreased 25% to $12.6
million as compared to $16.7 million for fiscal 2019. The decrease in CarnoSyn®
revenue was primarily due to decreased beta-alanine shipments as a result of
changes to consumer market trends and lower average beta-alanine sales prices.
We believe this sales decline was also impacted by certain customers
discontinuing the use of our CarnoSyn® beta-alanine in favor of generic
beta-alanine and lower overall consumer demand for our customers' CarnoSyn®
products, including the negative impact COVID-19 had on the sports nutrition
industry in the latter part of fiscal 2020 due to the shutdown of athletic
activities and gyms across the USA.



We continue to invest in research and development for our SR CarnoSyn® sustained
release delivery system. We believe SR CarnoSyn® may provide a unique
opportunity within the growing Wellness and Healthy Aging markets. We believe
our recent efforts to refine our formulations and product offerings will be
positively received and result in significant opportunity for increased SR
CarnoSyn® sales.



To protect our CarnoSyn® business, we incurred litigation and patent compliance
expenses of approximately $2.0 million during fiscal 2020 and $2.4 million
during fiscal 2019. The decrease in these legal expenses on a year over year
basis was primarily due to the successful resolution of several cases that were
settled and the successful completion of an effort to gain New Dietary
Ingredient status from the FDA on our patented CarnoSyn® beta-alanine. We
currently expect our litigation and patent compliance expenses to decrease
during fiscal 2021 to an annual rate of approximately $1.0 million to $1.5
million. Our ability to maintain or further increase our beta-alanine royalty
and licensing revenue will depend in large part on our ability to develop a
market for our sustained release form of beta-alanine marketed under our SR
CarnoSyn® trademark, maintain our patent rights, the availability and the cost
of the raw material when and in the amounts needed, the ability to expand
distribution of beta-alanine to new and existing customers, and continued
compliance by third parties with our license agreements and our patent,
trademark and other intellectual property rights. During fiscal 2021, we will
continue our sales and marketing activities to consumers, customers, potential
customers, and brand owners on multiple platforms to promote and reinforce the
features and benefits of utilizing CarnoSyn® and SR CarnoSyn® beta-alanine.



Based on our current sales order volumes and forecasts we have received from our
customers, we expect our fiscal 2021 consolidated net sales to increase as
compared to fiscal 2020. We also expect operating income will increase in fiscal
2021 due to increased sales and a non-recurrence of the $4.3 million accounts
receivable and inventory reserve that was recorded in fiscal 2020. There can be
no assurance our customer's sales and marketing activities as well as our own
sales and marketing and litigation efforts will reverse or decelerate potential
future sales declines. We are also closely monitoring the impact of the COVID-19
pandemic but we cannot reasonably estimate the length of time or severity of the
pandemic and cannot currently estimate the impact this pandemic may have on our
consolidated financial results for fiscal 2021 and beyond.



During fiscal 2021, we plan to continue our focus on:

• Leveraging our state-of-the-art, certified facilities to increase the value of

the goods and services we provide to our highly valued private-label contract


    manufacturing customers, and assist us in developing relationships with
    additional quality-oriented customers;



• Expanding the commercialization of our beta-alanine patent estate through raw

material sales, developing a new sales distribution channel under the Wellness

and Healthy Aging category for our sustained release form of beta-alanine

marketed under our SR CarnoSyn® trademark, exploiting new contract

manufacturing opportunities, license and royalty agreements, and protecting


    our proprietary rights; and



• Improving operational efficiencies and managing costs and business risks to


    improve profitability.



Critical Accounting Policies and Estimates





Our consolidated financial statements included under Item 8 in this report have
been prepared in accordance with U.S. generally accepted accounting principles
(GAAP). A description of our significant accounting policies can be found in the
notes to our consolidated financial statements in Item 8 of this report. The
preparation of financial statements in accordance with GAAP requires we make
estimates and assumptions that affect the amounts reported in our financial
statements and their accompanying notes. We have identified certain policies we
believe are important to the portrayal of our financial condition and results of
operations. Implementation of these policies requires the application of
significant judgment by our management. We base our estimates on our historical
experience, industry standards, and various other assumptions that we believe
are reasonable under the circumstances. Actual results could differ from these
estimates. An adverse effect on our financial condition, changes in financial
condition, and results of operations could occur if circumstances change that
alter the various assumptions or conditions used in making such estimates or
assumptions.





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Results of Operations



The following table sets forth selected consolidated operating results for each
of the last two fiscal years, presented as a percentage of net sales (dollars in
thousands).



                                         Fiscal Year Ended
                             June 30, 2020                June 30, 2019              Increase (Decrease)
Private-label
contract
manufacturing           $ 106,291            89 %    $ 121,598            88 %   $    (15,307 )          (13 )%
Patent and trademark
licensing                  12,585            11 %       16,692            12 %         (4,107 )          (25 )%
Total net sales           118,876           100 %      138,290           100 %        (19,414 )          (14 )%
Cost of goods sold        100,005            84 %      114,715            83 %        (14,710 )          (13 )%
Gross profit               18,871            16 %       23,575            17 %         (4,704 )          (20 )%
Selling, general &
administrative
expenses                   20,380            17 %       17,614            13 %          2,766             16 %
(Loss) income from
operations                 (1,509 )          (1 )%       5,961             4 %         (7,470 )         (125 )%
Other (loss) income,
net                          (229 )           - %        1,992             1 %         (2,221 )         (111 )%
(Loss) income before
income taxes               (1,738 )          (2 )%       7,953             6 %         (9,961 )         (122 )%
(Benefit) provision
for income taxes              (93 )           - %        1,412             1 %         (1,505 )         (107 )%
Net (loss) income       $  (1,645 )          (1 )%   $   6,541             5 %   $     (8,186 )         (125 )%




Private-label contract manufacturing net sales decreased 13% due primarily to
lower volumes of current products to existing customers located primarily in the
U.S. and European markets partially offset by new product sales to new and
existing customers in the U.S market. During fiscal 2020, sales to our largest
private-label contract manufacturing customer declined 23% primarily as a result
of reduced customer demand. However, a majority of this decline occurred during
the first nine months of fiscal 2020 while the fourth quarter of fiscal 2020
included a year over year increase in sales for this customer, primarily due to
increased consumer demand and shipments of a newly awarded product.



Net sales from our patent and trademark licensing segment decreased 25% during
fiscal 2020. The decrease in patent and trademark licensing revenue was
primarily due to decreased beta-alanine shipments as a result of changes to
consumer market trends and lower average beta-alanine sales prices. We believe
this sales decline was also impacted by certain customers discontinuing the use
of our CarnoSyn® beta-alanine in favor of generic beta-alanine and lower overall
consumer demand for our customers' CarnoSyn® products, which included the
negative impact COVID-19 had on the sports nutrition industry in the latter part
of fiscal 2020 due to the shutdown of athletic activities and gyms across the
USA.



The change in gross profit margin for the year ended June 30, 2020, was as
follows:



                                      Percentage
                                        Change
Contract manufacturing(1)                    (1.1 )
Patent and trademark licensing(2)               -

Total change in gross profit margin (1.1 )

1 Private-label contract manufacturing gross profit margin contribution

decreased 1.1 percentage points in fiscal 2020 as compared to fiscal 2019. The

decrease in gross profit as a percentage of sales in fiscal 2020 is primarily

due to a $1.0 million inventory reserve recorded related to one of our former

contract manufacturing customers.

2 During fiscal 2020, patent and trademark licensing gross profit margin

contribution remained relatively consistent with prior year.






Selling, general and administrative expenses increased $2.8 million, or 16%,
during fiscal 2020 as compared to fiscal 2019. This increase was primarily due
$3.3 million of bad debt expense recorded related to a receivable from a former
contract manufacturing customer that was partially offset by decreased
litigation and patent compliance expenses associated with our CarnoSyn®
beta-alanine patent estate.



Other income (net) decreased $2.2 million during fiscal 2020 as compared to
fiscal 2019. The decrease for fiscal 2020 was primarily due to the exclusion of
the amortization of forward points from cash flow hedge instruments during the
year ended June 30, 2020 as compared to including $1.6 million in fiscal 2019.
This change in classification of forward points is the result of the adoption of
ASU No. 2017-12 that now requires the amortization of forward points be included
as a component of net revenues while they were previously included as a
component of other income. The remaining portion of the decrease primarily
related to foreign currency exchange losses associated with fluctuations in
various foreign exchange rates used to revalue our balance sheet.



Our income tax expense decreased $1.5 million during fiscal 2020 as compared to
fiscal 2019.  The decrease was primarily due to the decrease in income before
taxes when compared to fiscal 2019.



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Liquidity and Capital Resources





Our primary sources of liquidity and capital resources are cash flows provided
by operating activities and the availability of borrowings under our credit
facilities. Net cash provided by operating activities was $3.7 million in fiscal
2020 compared to net cash provided by operating activities of $6.6 million in
fiscal 2019.



We had a loss of $1.6 million in fiscal 2020 as compared to net income of $6.5
million in fiscal 2019. This decrease in net income was primarily due to lower
consolidated sales and an accounts receivable and inventory reserve recorded in
fiscal 2020 related to one of our former contract manufacturing customers.



At June 30, 2020, changes in accounts receivable, consisting primarily of
amounts due from our private-label contract manufacturing customers and our
patent and trademark raw material sales activities, used $4.3 million in cash
compared to using $1.3 million in fiscal 2019. The increase in cash used by
accounts receivable during fiscal 2020 primarily resulted from timing of sales
and the related collections at the end of fiscal 2020 as compared to fiscal
2019. In addition, provision for uncollectible accounts receivable used $3.3
million in fiscal 2020 as compared to zero for fiscal 2019. The change in
provision for uncollectible accounts receivable was primarily associated with a
reserve recorded associated with a former contract manufacturing customer. Days
sales outstanding (DSO) increased to 51 days during fiscal 2020 compared to 40
days during fiscal 2019, primarily due to customer sales mix and timing of sales
and the related collections.



Inventory used $2.0 million in cash during fiscal 2020 compared to using $2.4
million in fiscal 2019. The change in cash activity from inventory was primarily
related to the timing of sales and anticipated sales at the end of fiscal 2020
as compared to fiscal 2019. Inventory at the end of fiscal 2020 also included a
buildup of inventory associated with anticipated new product launches from
multiple private-label contract manufacturing customers and increased inventory
related to our CarnoSyn® beta-alanine business. Changes in accounts payable and
accrued liabilities provided $2.7 million in cash during fiscal 2020 compared to
using $0.5 million during fiscal 2019. The change in cash flow activity related
to accounts payable and accrued liabilities is primarily due to the timing of
inventory receipts and payments.



Cash used in investing activities in fiscal 2020 was $4.5 million compared to
$3.8 million in fiscal 2019. Capital expenditures were $4.5 million during
fiscal 2020 compared to $5.3 million in fiscal 2018. Capital expenditures during
fiscal 2020 and fiscal 2019 were primarily for manufacturing equipment used in
our Vista, California and Manno, Switzerland facilities. Investing activities in
fiscal 2019 also included the collection of the $1.5 million note receivable.



Cash provided by financing activities in fiscal 2020 was $6.3 million, compared
to using $1.3 million in fiscal 2019. This change is primarily due to $10.0
million in proceeds from our line of credit, withdrawn as a measure to provide
our business with liquidity out of an abundance of caution due to the COVID-19
pandemic, offset by increased repurchases of our stock. At June 30, 2020 we had
$10.0 million due in connection with our loan facility. As of June 30, 2019, we
had no outstanding balances due in connection with our loan facility.



During fiscal 2020 we were in compliance with all of the financial and other
covenants required under our Credit Agreement. Refer to Note F, "Debt," in Item
8 of this report, for terms of such Credit Agreement and additional information.



As of June 30, 2020, we had $30.5 million in cash and cash equivalents. Of these
amounts, $13.8 million of cash and cash equivalents were held by NAIE. Overall,
we believe our available cash, cash equivalents and potential cash flows from
operations will be sufficient to fund our current working capital needs and
capital expenditures through at least the next 12 months.



Off-Balance Sheet Arrangements





As of June 30, 2020, we did not have any significant off-balance sheet debt nor
did we have any transactions, arrangements, obligations (including contingent
obligations) or other relationships with any unconsolidated entities or other
persons, in each case that have or are reasonably likely to have a material
current or future effect on our financial condition, changes in financial
condition, results of operations, liquidity, capital expenditures, capital
resources, or significant components of revenue or expenses material to
investors.



Inflation



During fiscal 2020 and 2019, we did not experience any significant increases in
product raw material or operational costs we attributed to inflationary factors.
We currently believe increasing raw material and product cost pricing pressures
will exist throughout fiscal 2021 as a result of limited supplies of various
ingredients, the effects of higher labor and transportation costs, and the
impact of COVID-19. We do not believe current inflation rates will have a
material impact on our fiscal 2021 operations or profitability.



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Recent Accounting Pronouncements





A discussion of recent accounting pronouncements is included under Note A in the
notes to our consolidated financial statements which are included under Item 8
of this report.

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