What changed in this filing

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Item 1. Financial Statements

2025-11-13 compared with 2025-08-14 · 341 added, 256 removed, 468 unchanged (56% of the section changed)

3 unchanged sentences

(In thousands, except per share data)

June 30, 2025

September 30, 2025

December 31, 2024

2 unchanged sentences

Restricted cash

Accounts receivable, net of allowance of doubtful accounts of $ 19 and $ 41 , respectively

Accounts receivable, net of allowance for credit losses of $ 22 and $ 41 , respectively

Inventories, net of allowance for obsolescence of $ 254 and $ 100 , respectively

Deposit for Irwin acquisition

Prepaid expense and other current assets

11 unchanged sentences

Term loan – current portion

Revolving line of credit

Lease liability – current portion

2 unchanged sentences

Long-term lease liability, net of current portion

Derivative liability

Deferred tax liability

1 unchanged sentence

STOCKHOLDERS’ EQUITY:

Preferred stock, $ 0.01 par value, 10,000 shares authorized, none outstanding as of June 30, 2025 and December 31, 2024

Preferred stock, $ 0.01 par value, 10,000 shares authorized, none outstanding as of September 30, 2025 and December 31, 2024

Common stock, $ 0.01 par value, 120,000 shares authorized;

9,391 and 9,210 issued and outstanding as of June 30, 2025 and December 31, 2024

9,391 and 9,210 issued and outstanding as of September 30, 2025 and December 31, 2024

Additional paid-in capital

Retained earnings

Foreign currency translation adjustment

Accumulated other comprehensive loss

TOTAL STOCKHOLDERS' EQUITY

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(In thousands, except per share data)

Three months ended June 30

Six months ended June 30

Three months ended September 30

Nine months ended September 30

Cost of goods sold

9 unchanged sentences

Interest expense

Foreign exchange (gain) loss

Other expense

Foreign exchange gain

Total other expense

6 unchanged sentences

Foreign currency translation adjustment

Loss on derivatives

Comprehensive income

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(In thousands)

Retained earnings (accumulated

THREE MONTHS ENDED JUNE 30, 2025

APRIL 1, 2025

Exercise of stock options

Accumulated other

comprehensive income (loss)

earnings (accumulated

Derivatives (cash

THREE MONTHS ENDED SEPTEMBER 30, 2025

JUNE 30, 2025

Stock-based compensation

Comprehensive income

JUNE 30, 2025

SIX MONTHS ENDED JUNE 30, 2025

SEPTEMBER 30, 2025

NINE MONTHS ENDED SEPTEMBER 30, 2025

JANUARY 1, 2025

2 unchanged sentences

Comprehensive income

JUNE 30, 2025

THREE MONTHS ENDED JUNE 30, 2024

APRIL 1, 2024

SEPTEMBER 30, 2025

THREE MONTHS ENDED SEPTEMBER 30, 2024

Stock-based compensation

Comprehensive loss

JUNE 30, 2024

SIX MONTHS ENDED JUNE 30, 2024

Comprehensive income

SEPTEMBER 30, 2024

NINE MONTHS ENDED SEPTEMBER 30, 2024

JANUARY 1, 2024

Stock-based compensation

Comprehensive loss

JUNE 30, 2024

Comprehensive income

SEPTEMBER 30, 2024

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

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(In thousands)

Six months ended June 30,

Nine months ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

1 unchanged sentence

Depreciation and amortization

Allowance for doubtful accounts

Allowance for credit losses

Allowance for inventory obsolescence

1 unchanged sentence

Amortization of deferred financing costs

Write-off of deferred financing costs

Amortization of inventory step-up

Changes in operating assets and liabilities:

Accounts receivable - trade

Deferred tax asset

Deferred taxes

Prepaid expense and other current assets

3 unchanged sentences

Lease liability

Accrued expense

Accrued expense and other current liabilities

Product returns

1 unchanged sentence

CASH FLOWS FROM INVESTING ACTIVITIES:

Cash deposit paid for Irwin acquisition

Cash paid for Irwin acquisition

Purchase of property and equipment

1 unchanged sentence

CASH FLOWS FROM FINANCING ACTIVITIES:

Payments on term loans

Proceeds from exercise of stock options

Net cash used in financing activities

Borrowings on term loans

Payoff of 2023 term loans

Payments on term loans

Borrowings on line of credit

Net cash provided by (used in) financing activities

Foreign currency impact on cash

5 unchanged sentences

Cash paid for interest, net of amounts capitalized

Non-cash investing and financing activities

Addition to right-of-use assets from new operating lease liabilities

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

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(In thousands, except per share data)

2 unchanged sentences

(the “ Company ”) is a provider of innovative and proprietary nutritional supplements and wellness products for health-conscious consumers marketed under the following brand names:

(i) NDS Nutrition, PMD Sports, SirenLabs, Core Active, Nutrology, and Metis Nutrition (together, “ NDS Products ”);

(i) NDS Nutrition, PMD Sports, SirenLabs, Core Active, Nutrology, and Metis Nutrition (together, the “ NDS Products ”);

(ii) iSatori, BioGenetic Laboratories, and Energize (together, the " iSatori Products ");

Tobias, All Natural Advice, and Maritime Naturals (together, the “ MRC Products ");

and (iv) MusclePharm.

(iv) MusclePharm;

and (v) Irwin Naturals, Applied Nutrition, and Nature’s Secret (together, the “ Irwin Products ”), each of which was acquired in August 2025.

The Company distributes the NDS Products principally through franchised General Nutrition Centers, Inc.

(“ GNC ”) stores located both domestically and internationally and, with the launch of Metis Nutrition, through corporate GNC stores in the U.S.

The iSatori Products are sold through retail locations, which include specialty and mass, as well as online directly to the end consumer.

(“ GNC ”) stores located both domestically and internationally.

The iSatori Products are sold through retail locations, which include specialty and mass market retailers, as well as online directly to the end consumer.

The Company distributes the MRC Products primarily online through e-commerce platforms, such as Amazon, directly to the end consumer.

MusclePharm’s products are sold to both wholesale customers as well as online through various e-commerce platforms directly to the end consumer.

Irwin Products are sold principally through wholesale channels in mass market and health food store segments.

FitLife Brands is headquartered in Omaha, Nebraska.

1 unchanged sentence

The Company’s common stock, par value $ 0.01 per share (“ Common Stock ”), trades under the symbol “FTLF” on the Nasdaq Capital Market.

Recent Acquisition

On August 8, 2025, the Company acquired substantially all of the assets and assumed certain liabilities of Irwin Naturals and its related affiliates (“ Irwin ”) through an asset purchase transaction under Section 363 of the US Bankruptcy Code.

Total consideration for the acquisition before any post-closing adjustments was approximately $ 42,500 .

Of this amount, $ 29,750 was funded using proceeds from a new term loan provided by First-Citizens Bank & Trust Company (the “ Bank ”), $ 6,000 was funded from a new $ 10,000 revolving line of credit from the Bank, with the remainder funded from the Company’s available cash balances.

The Company is in the process of determining the fair value of the intangible assets of Irwin and the appropriate accounting for this acquisition.

NOTE 2 - BASIS OF PRESENTATION

2 unchanged sentences

In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation are included.

Operating results for the three- and six-month periods ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

Operating results for the three- and nine-month periods ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

Although management of the Company believes the disclosures presented herein are adequate and not misleading, these interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the footnotes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (the “ SEC ”) on March 27, 2025.

18 unchanged sentences

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net sales and expense recognized during the periods presented.

Those estimates and assumptions include estimates for reserves of uncollectible accounts receivable, allowance for inventory obsolescence, product returns, depreciable lives of property and equipment, allocation of purchase price from business combinations, analysis of impairment of goodwill, realization of deferred tax assets, accruals for potential liabilities and assumptions made in valuing stock instruments issued for services.

Those estimates and assumptions include estimates for reserves of uncollectible accounts receivable, allowance for inventory obsolescence, product returns, deals and promotions, depreciable lives of property and equipment, allocation of purchase price from business combinations, analysis of impairment of goodwill, realization of deferred tax assets, accruals for potential liabilities and assumptions made in valuing stock instruments issued for services.

Management evaluates these estimates and assumptions on a regular basis.

14 unchanged sentences

Based on these considerations, the Company is the principal in this arrangement.

Advertising fees paid to Amazon are recorded in advertising and marketing expense in the condensed consolidated statements of income and comprehensive income.

The Company disaggregates revenue into distribution channels, geographical regions and collections of brands (Legacy FitLife and recently acquired brands).

The Company determines that disaggregating revenue into these categories achieves the disclosure objective to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

Online revenue, which consists of revenue generated from sales on the Company’s own websites as well as third-party e-commerce platforms such as Amazon, was approximately 65 % of net revenue for the quarter ended June 30, 2025, compared to 66 % of net revenue during the same period in the prior year.

Wholesale revenue was approximately 35 % of net revenue for the quarter ended June 30, 2025 compared to 34 % during the same period in the prior year.

Online revenue was approximately 66 % of net revenue for the six months ended June 30, 2025 and 2024.

Wholesale revenue was approximately 34 % of net revenue for the six months ended June 30, 2025 and 2024.

Online revenue, which consists of revenue generated from sales on the Company’s own websites as well as third-party e-commerce platforms such as Amazon, was approximately 44 % of net revenue for the quarter ended September 30, 2025, compared to 68 % of net revenue during the same period in the prior year.

Wholesale revenue was approximately 56 % of net revenue for the quarter ended September 30, 2025 compared to 32 % during the same period in the prior year.

Online revenue was approximately 56 % of net revenue for the nine months ended September 30, 2025, compared to 66 % of net revenue for the nine months ended September 30, 2024.

Wholesale revenue was approximately 44 % of net revenue for the nine months ended September 30, 2025 compared to 34 % of net revenue for the nine months ended September 30, 2024.

Sales to customers in the U.S.

were approximately 96 % during the three and six months ended June 30, 2025 and 2024, with the balance of sales for the same respective periods being to customers primarily in Canada.

The Company provides limited financial performance metrics for three collections of brands—Legacy FitLife (consists of nine brands), MRC (consists of three brands) and MusclePharm (one brand).

were approximately 95 % and 96 %, respectively, during the three and nine months ended September 30, 2025 and 2024, with the balance of sales for the same respective periods being to customers primarily in Canada.

The Company provides limited financial performance metrics for three collections of brands—Legacy FitLife (twelve brands), MusclePharm (one brand), and Irwin (three brands).

These collections of brands do not meet the definition of operating segments and are not managed as such.

Three months ended

Six months ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Nine months ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Legacy FitLife

4 unchanged sentences

Historically the Company has not experienced any significant payment delays from customers.

For direct-to-consumer sales, the Company allows for returns within 30 days of purchase.

Our wholesale customers, such as GNC, may return purchased products to the Company under certain circumstances, which include expired or soon-to-be-expired products located in GNC corporate stores or at any of its distribution centers, and products that are subject to a recall or that contain an ingredient or ingredients that are subject to a recall by the U.S.

For direct-to-consumer sales, with the exception of Irwin Products, the Company allows for returns within 30 days of purchase.

Irwin allows for returns within 60 days of purchase for direct-to-consumer sales.

Our wholesale customers may return purchased products to the Company under certain circumstances, which include expired or soon-to-be-expired products located in retail stores or distribution centers, and products that are subject to a recall or that contain an ingredient or ingredients that are subject to a recall by the U.S.

Food and Drug Administration (“ FDA ”).

A right of return does not represent a separate performance obligation, but because customers are allowed to return products, the consideration to which the Company expects to be entitled is variable.

Upon evaluation of returns, the Company determined that product returns are immaterial, and therefore believes it is probable that such returns will not cause a significant reversal of revenue in the future.

Such elements of variable consideration include, but are not limited to, estimated sales allowances, defective products, product returns and sales incentives, such as markdowns and sales promotions.

The Company uses the expected value method to quantify the variable consideration.

We assess our contracts and the reasonableness of our conclusions on a quarterly basis.

Customer and Vendor Concentration

Net sales to GNC during the three-month periods ended June 30, 2025 and 2024 represented 22 % and 23 % of total net revenue, respectively.

Net sales to GNC during the six-month periods ended June 30, 2025 and 2024 represented 19 % and 24 % of total net revenue, respectively.

Gross accounts receivable attributable to GNC represented 28 % and 35 % of the Company’s total accounts receivable balance as of June 30, 2025 and December 31, 2024, respectively.

As of June 30, 2025 and December 31, 2024, there was one vendor who accounted for more than 10 % of the Company's consolidated accounts payable.

During the six months ended June 30, 2025 and 2024, there were two vendors who each accounted for over 10 % of the Company’s inventory-related purchases.

Net sales to GNC during the three-month periods ended September 30, 2025 and 2024 represented 13 % and 23 % of total net revenue, respectively.

Net sales to GNC during the nine-month periods ended September 30, 2025 and 2024 represented 17 % and 24 % of total net revenue, respectively.

Gross accounts receivable attributable to GNC represented 13 % and 28 % of the Company’s total accounts receivable balance as of September 30, 2025 and December 31, 2024, respectively.

As of September 30, 2025 and December 31, 2024, two vendors and one vendor, respectively, accounted for over 10% of the Company’s consolidated accounts payable balances.

During the nine months ended September 30, 2025 and 2024, there were three vendors who each accounted for over 10% of the Company’s inventory-related purchases.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity from the date of purchase of three months or less to be cash equivalents.

The Company has approximately $ 55 in short-term interest-earning accounts pledged as collateral for financing arrangements at June 30, 2025, currently limited to business credit cards.

Approximately $ 52 held in short-term interest-bearing accounts was pledged as collateral for financing arrangements during the first three quarters of 2025.

The collateral requirement was terminated prior to September 30, 2025;

therefore, no cash was restricted as of September 30, 2025.

We lease certain corporate office space and office equipment under lease agreements with monthly payments over a period of 36 to 84 months.

We determine if an arrangement is a lease at inception.

We determine whether an arrangement is a lease at inception.

Leased assets are presented as operating lease right-of-use assets and the related liabilities are presented as lease liabilities in our condensed consolidated balance sheets.

8 unchanged sentences

If the Company’s stock price experiences significant price fluctuations, this will impact the fair value of the reporting unit, which can lead to potential impairment in future periods.

Management determined there were no indicators of impairment at June 30, 2025 or December 31, 2024.

Management determined there were no indicators of impairment at September 30, 2025 or December 31, 2024.

The Company will perform its next impairment analysis in December 2025.

1 unchanged sentence

The Company has certain intangible assets that were recorded at their fair value at the time of acquisition.

The finite-lived intangible assets consist of client relationships, formulations, and website.

The finite-lived intangible assets consist of customer relationships, formulations, and websites.

Intangible assets with finite useful lives are amortized using the straight-line method over their estimated useful life.

2 unchanged sentences

If this qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit is less than it’s carrying value, a quantitative assessment is then performed.

The Company noted no indicators of impairment for intangible assets as of June 30, 2025, and December 31, 2024.

The Company noted no indicators of impairment for intangible assets as of September 30, 2025, and December 31, 2024.

Subject to finalization of a purchase price allocation (see Note 10), intangible asset amortization expense is expected to be approximately $ 900 for each of the next five years (2026 to 2030).

Acquisitions and Business Combinations

14 unchanged sentences

There is potential for volatility of the effective tax rate due to several factors, including changes in the mix of the pre-tax income and the jurisdictions to which it relates.

The effective income tax rate was 26.1 % and 24.3 % for the six months ended June 30, 2025 and 2024, respectively.

The effective income tax rate was 32 % and 25 % for the nine months ended September 30, 2025 and 2024, respectively.

Net Income Per Share

3 unchanged sentences

The dilutive effect of potentially dilutive securities is reflected in diluted net income per share if the exercise prices were lower than the average fair market value of common shares during the reporting period.

For the three and six months ended June 30, 2025 and 2024, there were no antidilutive options.

For the three and nine months ended September 30, 2025 and 2024, there were no antidilutive options.

Basic and diluted weighted-average shares outstanding are as follows:

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

Basic weighted average shares outstanding

13 unchanged sentences

The unobservable inputs are developed based on the best information available in the circumstances and may include the Company’s own data.

The fair value of financial instruments measured on a recurring basis was as follows:

As of September 30, 2025

Derivative liability – Cash flow hedge – variable-to-fixed interest rate swap

Total liabilities at fair value

The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, restricted cash, accounts receivable and accounts payable, approximate their fair values because of the short maturity of these instruments.

The carrying value of our notes payable approximate their fair value based on the market interest rates of these notes.

The carrying value of the Company’s debt approximate their fair value based on the market interest rates of these notes.

The Company’s Chief Executive Officer is the chief operating decision maker (“ CODM ”) and evaluates performance and makes operating decisions about allocating resources based on financial data presented on a consolidated basis.

22 unchanged sentences

The value of any finished goods inventory projected to expire prior to sale is included in the allowance.

The total allowance for expiring, excess and slow-moving inventory items as of June 30, 2025 and December 31, 2024 amounted to $ 78 and $ 100 , respectively.

The Company’s inventories as of June 30, 2025 and December 31, 2024 were as follows:

June 30, 2025

The total allowance for expiring, excess and slow-moving inventory items as of September 30, 2025 and December 31, 2024 amounted to $ 254 and $ 100 , respectively.

The Company’s inventories as of September 30, 2025 and December 31, 2024 were as follows:

September 30, 2025

December 31, 2024

2 unchanged sentences

NOTE 5 - PROPERTY AND EQUIPMENT

The Company had property and equipment as of June 30, 2025 and December 31, 2024 as follows:

June 30, 2025

The Company had property and equipment as of September 30, 2025 and December 31, 2024 as follows:

September 30, 2025

December 31, 2024

Accumulated depreciation

Depreciation expense for the three months ended June 30, 2025 and 2024 was $ 13 and $ 16 , respectively.

Depreciation expense for the six months ended June 30, 2025 and 2024 was $ 23 and $ 42 , respectively.

NOTE 6 – NOTES PAYABLE

Notes payable consisted of the following:

June 30, 2025

Depreciation expense for the three months ended September 30, 2025 and 2024 was $ 23 and $ 15 , respectively.

Depreciation expense for the nine months ended September 30, 2025 and 2024 was $ 46 and $ 57 , respectively.

NOTE 6 – DEBT

The Company’s debt consisted of the following as of September 30, 2025:

September 30, 2025

December 31, 2024

Term loans – 2023 Credit Agreement

Unamortized debt issuance costs

Revolving line of credit

Credit Agreements – First Citizens Bank

On February 23, 2023, the Company entered into an Amended and Restated Credit Agreement (the “ 2023 Credit Agreement ”) with First Citizens Bank (the “ Bank ”), amending and restating that certain Credit Agreement, dated September 24, 2019, between the Company and the Bank.

Pursuant to the 2023 Credit Agreement, the Bank provided the Company with a term loan for the principal amount of $ 12,500 (“ Term Loan A ”), and a revolving line of credit of $ 3,500 (the “ Line of Credit ”, and collectively with the Term Loans, the “ Loan ”).

On February 23, 2023, the Company entered into an Amended and Restated Credit Agreement (the “ 2023 Credit Agreement ”) with First Citizens Bank, amending and restating that certain Credit Agreement, dated September 24, 2019, between the Company and the Bank.

The Company used the proceeds from the Loan to fund the acquisition of MRC and for general working capital purposes.

4 unchanged sentences

First Amendment to Second Amended and Restated Credit Agreement

On December 19, 2024, the Company entered into the First Amendment to the Amended Credit Agreement (the “ Amended Prior Credit Agreement ”) to extend the Line of Credit to April 30, 2026.

Term Loans A and B – Pursuant to the Amended Prior Credit Agreement, the Term Loans accrue interest at a per annum rate equal to the greater of 3.50 % or 2.75 % above the one-month secured overnight financing rate (" SOFR ") published for such day by the Federal Reserve Bank of New York.

The Company shall make quarterly payments of principal plus accrued interest on the Term Loans until the principal balances are fully amortized.

Quarterly principal payments for Term Loan A and Term Loan B are $ 625 and $ 500 , respectively.

The Company may prepay amounts borrowed under the Term Loans, in whole or in part, with accrued interest to the date of such prepayment on the amount prepaid, by written notice to Bank at least one business day prior to the proposed prepayment.

During the first quarter of 2024, the Company made a voluntary prepayment on Term Loan A of $ 2,500 , and as such, Term Loan A will fully amortize in February 2027.

Term Loan B will fully amortize in October 2028.

Line of Credit – Also pursuant to the Amended Prior Credit Agreement, outstanding advances under the Line of Credit (“ Advances ”) will accrue interest at a per annum rate equal to the greater of 3.50 % or 2.75 % above the one-month SOFR, and the Company will pay the interest on the Advances monthly, with all principal and any accrued interest on outstanding Advances being due and payable in full on the Line of Credit maturity date.

The Company may prepay amounts borrowed under the Line of Credit, in whole or in part with accrued interest to the date of such prepayment on the amount prepaid, by written notice to Bank at least one business day prior to the proposed prepayment.

The Amended Prior Credit Agreement contains customary events of default (each an “ Event of Default ”), which upon the occurrence of an Event of Default, among other things, interest will accrue at the Applicable Rate plus 2 % per annum, and the Bank may declare all obligations, with interest thereon, immediately due and payable.

The Amended Prior Credit Agreement further contains customary representations and warranties of the Company;

and customary affirmative and negative covenants, including covenants to maintain a Fixed Charge Coverage Ratio (as defined in the Amended Prior Credit Agreement) of not less than 1.25 to 1.00 as tested quarterly on a trailing twelve-month basis, a Funded Debt to EBITDA Ratio (as defined in the Amended Prior Credit Agreement) of not more than 2.50 to 1.00 as tested quarterly on a trailing twelve-month basis, and to the extent the Term Loans still have a balance as of June 30, 2025 and a Cash Flow Leverage threshold (as defined in the Amended Prior Credit Agreement) of at least 1.15 is not met, the Company will be required to make a prepayment on the Term Loans equal to 50 % of the Excess Cash Flow (as defined in the Amended Prior Credit Agreement).

The Company was in compliance with all covenants as of June 30, 2025 and December 31, 2024.

The borrowings outstanding on the Term Loans were $ 10,875 and $ 13,125 as of June 30, 2025 and December 31, 2024, respectively.

There was no outstanding balance on the Line of Credit as of June 30, 2025 and December 31, 2024.

Subsequent to the end of the quarter, on August 8, 2025, the Company entered into a Loan and Security and Guarantee Agreement (“ Credit Agreement ”) with the bank, as further described in Note 10.

Subsequent Event to the condensed consolidated financial statements.

On December 19, 2024, the Company entered into the First Amendment to the Prior Credit Agreement (the “ Amended Prior Credit Agreement ”) to extend the Line of Credit to April 30, 2026.

Term Loans A and B – Pursuant to the Amended Prior Credit Agreement, the Term Loans accrued interest at a per annum rate equal to the greater of 3.50 % or 2.75 % above the one-month secured overnight financing rate (" SOFR ") published for such day by the Federal Reserve Bank of New York.

The Company was required to make quarterly payments of principal plus accrued interest on the Term Loans until the principal balances were fully amortized.

Quarterly principal payments for Term Loan A and Term Loan B were $ 625 and $ 500 , respectively.

The Company was permitted to prepay amounts borrowed under the Term Loans, in whole or in part, with accrued interest to the date of such prepayment on the amount prepaid, by written notice to Bank at least one business day prior to the proposed prepayment.

Line of Credit – Also pursuant to the Amended Prior Credit Agreement, outstanding advances under the Line of Credit (“ Advances ”) accrued interest at a per annum rate equal to the greater of 3.50 % or 2.75 % above the one-month SOFR, and the Company paid the interest on the Advances monthly, with all principal and any accrued interest on outstanding Advances being due and payable in full on the Line of Credit maturity date.

The Company was permitted to prepay amounts borrowed under the Line of Credit, in whole or in part with accrued interest to the date of such prepayment on the amount prepaid, by written notice to Bank at least one business day prior to the proposed prepayment.

Credit Agreement

On August 8, 2025 (the “ Closing Date ”), the Company entered into a Loan, Security and Guarantee Agreement (the “ Credit Agreement ”) with the Bank.

Pursuant to the Credit Agreement, the Bank provided the Company with a five-year term loan in the amount of $ 40,625 (“ Irwin Term Loan ”) and a three-year revolving line of credit of up to $ 10,000 (the “ Credit Line ”, and collectively with the Irwin Term Loan, the “ Loan ”).

The Company used (i) $ 29,750 from the Irwin Term Loan to complete the purchase of substantially all of the assets of Irwin (see Note 10);

and (ii) $10,875 to pay off, retire and replace the outstanding balance of the Term Loans as of the Closing Date.

Pursuant to the Credit Agreement the Loan accrues interest at a per annum rate equal to 2.5 % to 3.0 %, based on leverage, above SOFR published by the Federal Reserve Bank of New York for the applicable selected interest period of one, three or six months (SOFR plus the aforementioned margin or the “ Applicable Rate ”).

The Company shall make quarterly payments of principal plus accrued interest on the Irwin Term Loan, commencing December 31, 2025.

Principal payment amounts will equal 3.75 % of the then-outstanding principal balance of the Irwin Term Loan for the first eight such payment dates and 5.00 % thereafter, in each case plus accrued interest, with all remaining principal and accrued interest on the Irwin Term Loan being due and payable in full on August 8, 2030.

Outstanding advances under the revolving line of credit will accrue interest at the Applicable Rate, and the Company shall make payments of accrued interest on such advances at the end of each interest period and on the repayment of any advance with all remaining principal and accrued interest on the advances being due and payable in full on August 8, 2028.

The Credit Agreement contains customary affirmative and negative covenants, including, without limitation, financial covenants:

(i) to maintain a Senior Funded Debt to EBITDA Ratio (as defined in the Credit Agreement) of not more than 2.75 to 1.00 as tested quarterly on a trailing twelve-month basis, starting with the fiscal quarter ending December 31, 2025 and ending with the fiscal quarter ended June 30, 2026 and a Senior Funded Debt to EBITDA Ratio (as defined in the Credit Agreement) of not more than 2.50 to 1.00 as tested quarterly on a trailing twelve-month basis, starting with the fiscal quarter ending September 30, 2026;

and (ii) to maintain a Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of at least 1.25 to 1.00 as tested on the last day of each fiscal quarter, commencing with the quarter ending December 31, 2025.

To secure satisfaction of the Obligations, pursuant to the Credit Agreement, (i) NDS Nutrition Products, Inc., iSatori, Inc., MP Acquisition Corp., and IN Acquisition Corp.

(collectively, the “ Subsidiaries ”) guaranteed the satisfaction of the Obligations by the Company in favor of the Bank and (ii) each of the Subsidiaries and the Company granted a security interest in substantially all of their respective assets in favor of the Bank

The borrowings outstanding on term loans were $ 40,625 and $ 13,125 as of September 30, 2025 and December 31, 2024, respectively.

The borrowings outstanding on the line of credit were $ 6,000 and $ 0 as of September 30, 2025 and December 31, 2024, respectively.

NOTE 7 - EQUITY

The Company is authorized to issue 120,000 shares of Common Stock, $ 0.01 par value per share, of which 9,391 and 9,210 shares of Common Stock were issued and outstanding as of June 30, 2025 and December 31, 2024, respectively.

The Company is authorized to issue 120,000 shares of Common Stock, $ 0.01 par value per share, of which 9,391 and 9,210 shares of Common Stock were issued and outstanding as of September 30, 2025 and December 31, 2024, respectively.

On February 7, 2025, the Company effected a 2 -for-1 stock split of its Common Stock and proportionately increased the number of authorized shares of Common Stock to 120,000 .

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Under the extended and amended Share Repurchase Program, the Board authorized management to repurchase up to $ 5,000 of the Company's Common Stock over a period of 24 months, at a purchase price equal to the fair market value of the Company's Common Stock on the date of purchase, with the exact date and amount of such purchases to be determined by management (the “ 2025 Share Repurchase Program ”).

During the six months ended June 30, 2025 and 2024, the Company did not repurchase any Common Stock under its share repurchase programs.

As of June 30, 2025 , the Company may purchase $ 5,000 of Common Stock under the 2025 Share Repurchase Program.

Information regarding options outstanding as of June 30, 2025 is as follows:

average exercise

During the nine months ended September 30, 2025 and 2024, the Company did not repurchase any Common Stock under its share repurchase programs.

As of September 30, 2025 , the Company retained authorization to purchase $ 5,000 of Common Stock under the 2025 Share Repurchase Program.

Information regarding options outstanding as of September 30, 2025 is as follows:

remaining life

Outstanding, December 31, 2024

Outstanding, June 30, 2025

Outstanding, September 30, 2025

Exercise price

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exercise price

The closing stock price for the Company’s stock on June 30, 2025 was $ 13.02 , resulting in an intrinsic value of outstanding options of $ 7,475 .

During the three-month periods ended June 30, 2025 and 2024, the Company recognized stock-based compensation of $ 99 and $ 101 , respectively, related to stock options.

During the six-month periods ended June 30, 2025 and 2024, the Company recognized stock-based compensation of $ 206 and $ 203 , respectively, related to stock options.

As of June 30, 2025 there is $ 234 of unamortized stock-based compensation related to stock options.

The closing stock price for the Company’s Common Stock on September 30, 2025 was $ 19.89 , resulting in an intrinsic value of outstanding options of $ 12,875 .

In September 2025, the Company granted stock options to purchase 8 shares of Common Stock to employees.

The stock options are exercisable at $ 18.73 per share.

The stock options expire in five years and vest (i) one fourth immediately on the date of grant, and (ii) in three equal annual installments thereafter.

The total fair value of these options at grant date was approximately $ 70 , which was determined using a Black-Scholes option pricing model with the following assumptions:

stock price of $ 18.73 per share, expected term of 5 years, volatility of 50 %, dividend rate of 0 %, and risk-free interest rate of 3.24 %.

The risk-free interest rate is based on the U.S.

Treasury yield curve in effect at the time of measurement corresponding with the expected term of the share option award.

The expected term represents the weighted-average period of time that share option awards granted are expected to be outstanding giving consideration to vesting schedules and historical participant exercise behavior.

The expected volatility is based upon historical volatility of the Company’s Common Stock.

The expected dividend yield is based on the fact that the Company has not paid dividends in the past and does not expect to pay dividends in the future.

During the three-month periods ended September 30, 2025 and 2024, the Company recognized stock-based compensation of $ 126 and $ 141 , respectively, related to stock options.

During the nine-month periods ended September 30, 2025 and 2024, the Company recognized stock-based compensation of $ 332 and $ 344 , respectively, related to stock options.

As of September 30, 2025 there is $ 181 of unamortized stock-based compensation related to stock options.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

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The CODM uses net income as the sole measure of segment profit.

Significant segment expenses include cost of goods sold, advertising and marketing, merger and acquisition related and other expense, which are all presented on the condensed consolidated statements of income and comprehensive income.

Significant segment expense categories include cost of goods sold, advertising and marketing, merger and acquisition related and other expense, which are all presented on the condensed consolidated statements of income and comprehensive income.

Employee compensation and benefits is also a significant segment expense.

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The following table presents the significant segment expenses and other segment items regularly reviewed by our CODM:

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

Cost of goods sold

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The following table summarizes sales to customers by geographic regions:

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

United States

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Total revenue

NOTE 10 – SUBSEQUENT EVENTS

Acquisition - Irwin Naturals

On August 8, 2025 (“ the Closing Date ”), the Company acquired substantially all of the assets of Irwin Naturals and its related affiliates (“ Irwin ”) through an asset purchase transaction under Section 363 of the US Bankruptcy Code.

The Company acquired substantially all of the assets and assumed certain liabilities of Irwin.

Total consideration for the acquisition before any post-closing adjustments was approximately $ 42,500 .

Of this amount, $ 29,750 was funded using proceeds from a new term loan provided by the Bank, $ 6,000 was funded from a new $ 10,000 revolving line-of-credit from the Bank, with the remainder funded from the Company’s available cash balances.

NOTE 10 – ACQUISITION OF IRWIN NATURALS

On August 8, 2025 (“ the Closing Date ”), the Company acquired substantially all of the assets and assumed certain liabilities of Irwin through an asset purchase transaction under Section 363 of the US Bankruptcy Code.

Total consideration for the acquisition was approximately $ 42,500 .

Of this amount, $ 29,750 was funded using proceeds from a new term loan provided by the Bank and $ 6,000 was funded from a new $ 10,000 revolving line of credit from the Bank, with the remainder funded from the Company’s available cash balances.

The Company is in the process of determining the fair value of the tangible and intangible assets of Irwin.

The Company is in the process of determining the appropriate accounting for this acquisition.

Loan Security and Guarantee Agreement – First Citizens Bank

On the Closing Date, the Company entered into the Credit Agreement with the Bank.

Pursuant to the Credit Agreement, the Bank provided the Company with a five-year term loan in the amount of $ 40,625 (“ Term Loan ”) and a three-year revolving line of credit of up to $ 10,000 (the “ Credit Line ”, and collectively with the Term Loan, the “ Loan ”).

The Company used $ 29,750 from the Term Loan to complete the purchase of substantially all of the assets of Irwin, and its related affiliates, pursuant to an Asset Purchase and Sale Agreement (“ APA ”), and $ 10,875 to pay off, retire and replace all existing debt of the Company as of the Closing Date.

Pursuant to the Credit Agreement, the Term Loan accrues interest at a per annum rate equal to 2.50 % to 3.00 %, based on leverage, above a forward-looking term rate, based on the secured overnight financing rate published by the Federal Reserve Bank of New York for the applicable selected interest period of one, three or six months (“ Term SOFR Rate ”, the Term SOFR Rate together with the aforementioned margin, the “ Applicable Rate ”), and the Company shall make payments of accrued interest on the Term Loan at the end of each interest period and shall make payments on March 31, June 30, September 30 and December 31, of each calendar year, commencing on December 31, 2025, of principal on the Term Loan in amounts equal to 3.75 % of the then-outstanding principal balance of the Term Loan for the first eight such payment dates and 5.00 % thereafter, in each case plus accrued interest, with all remaining principal and accrued interest on the Term Loan being due and payable in full on August 8, 2030;

and outstanding advances under the Credit Line (“ Advances ”) will accrue interest at the Applicable Rate, and the Company shall make payments of accrued interest on such Advances at the end of each interest period and on the repayment of any Advance with all remaining principal and accrued interest on the Advances being due and payable in full on August 8, 2028.

The Credit Agreement contains customary events of default, which upon the occurrence of an Event of Default, among other things, interest will accrue at the Applicable Rate plus 2 % per annum, and the Bank may declare all Obligations (as defined in the Credit Agreement) immediately due and payable.

The Credit Agreement further contains customary representations and warranties of the Company, customary indemnification provisions whereby the Company will indemnify Bank for certain losses arising out of inaccuracies in, or breaches of, the representations, warranties and covenants of the Company, and certain other matters, and customary affirmative and negative covenants, including covenants to maintain a Senior Funded Debt to EBITDA Ratio (as defined in the Credit Agreement) of not more than 2.75 to 1.00 as tested quarterly on a trailing twelve-month basis, starting with the fiscal quarter ending December 31, 2025 and ending with the fiscal quarter ended June 30, 2026 and a Senior Funded Debt to EBITDA Ratio (as defined in the Credit Agreement) of not more than 2.50 to 1.00 as tested quarterly on a trailing twelve-month basis, starting with the fiscal quarter ending September 30, 2026, and to maintain a Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of at least 1.25 to 1.00 as tested on the last day of each fiscal quarter, commencing with the quarter ending December 31, 2025.

During the three and nine months ended September 30, 2025, the Company incurred $ 820 and $ 1,848 , respectively, of transaction-related costs for the acquisition of Irwin.

The Company accounted for the acquisition as a business combination under Accounting Standards Codification (“ ASC ”) 805, Business Combinations.

At the date of the acquisition and as of this Quarterly Report on Form 10-Q, management has not yet finalized its valuation analysis.

The fair values of the intangible assets acquired, as set forth below, are considered provisional and subject to adjustment as additional information is obtained through the purchase price measurement period (a period of up to one year from the Closing Date).

Any prospective adjustments would change the fair value allocation as of the acquisition date.

The Company is still in the process of reviewing underlying models, assumptions and discount rates used in the valuation of provisional goodwill and intangible assets.

The following table summarizes the fair value of the assets acquired and liabilities assumed on the date of acquisition, and is as follows:

August 8, 2025

Accounts receivable

Prepaid expense and other current assets

Right of use asset

Property and equipment

Intangible assets (provisional)

Goodwill (provisional)

Other non-current assets

Accounts payable and accrued expense

Accrued expense and other current liabilities

Product returns

Lease liabilities

Net assets acquired

The purchase was intended to augment and diversify the Company’s product offerings and lineup.

Key factors that contributed to the recorded intangible assets and goodwill were the opportunity to complement existing operations of the Company and the opportunity to generate future synergies within the nutritional supplement and wellness business.

Pro Forma Condensed Combined Financial Information (Unaudited) (In thousands)

The following presents the Company’s unaudited pro forma financial information for the nine months ended September 30, 2025 and 2024, respectively, giving effect to the acquisition of Irwin as if it had occurred at January 1, 2024.

Included in the pro forma information is:

fair value adjustment to inventory acquired, transaction-related costs related to the acquisition of Irwin moved from the nine months ended September 30, 2025 to the nine months ended September 30, 2024, removal of the interest costs from the Company’s debt prior to the closing of the acquisition, and interest on borrowings made by the Company based on the projected balance of the Irwin Term Loan for the respective periods in this pro forma presentation.

Nine months ended

September 30, 2025

September 30, 2024

Diluted net income per share

The pro forma adjustments do not reflect adjustments for anticipated operating efficiencies that the Company expects to achieve as a result of this acquisition.

The pro forma financial information is for informational purposes only and does not purport to present what the Company’s results would actually have been had the transaction actually occurred on the dates presented or to project the combined company’s results of operations or financial position for any future period.

Irwin revenue and net income from August 8, 2025 through September 30, 2025 were $ 6,821 and $ 504 , respectively.

NOTE 11 – INTEREST RATE SWAP

On September 5, 2025, the Company entered into an interest rate swap agreement to hedge exposure to variability in cash flows associated with its variable-rate term loan.

The swap effectively converts approximately 50 % of the Company’s term loan from variable to fixed.

The agreement had a notional amount of $ 20,000 at inception, amortizes in accordance with the underlying debt, and requires the Company to pay a fixed rate of 3.39 % while receiving a variable rate based on SOFR.

The agreement expires on August 8, 2030.

The Company designated the swap as a cash flow hedge under ASC 815, Derivatives and Hedging .

The effective portion of changes in the fair value of the derivative is recorded in Other Comprehensive Income and reclassified into interest expense as payments occur under the hedged debt.

Any ineffective portion is recognized in current period earnings.

The fair value of the swap was a liability of $ 32 at September 30, 2025, which is presented as a derivative liability on the Company’s Condensed Consolidated Balance Sheet.

For the three and nine months ended September 30 2025, the effective portion of changes in fair value of the interest-rate swap decreased OCI by $ 32 , with no amounts reclassified to earnings.

The swap is measured under fair value guidance using Level 2 inputs.

No hedge ineffectiveness was recognized during the three months ended September 30, 2025.

NOTE 12 – SUBSEQUENT EVENTS

The Company evaluated subsequent events for their potential impact on the condensed consolidated financial statements and disclosures through the date the condensed consolidated financial statements were issued and determined that, no subsequent events occurred that were reasonably expected to impact the condensed consolidated financial statements presented herein.

MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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(the “ Company ”) is a provider of innovative and proprietary nutritional supplements and wellness products for health-conscious consumers marketed under the following brand names:

(i) NDS Nutrition, PMD Sports, SirenLabs, Core Active, Nutrology, and Metis Nutrition (together, “ NDS Products ”);

(i) NDS Nutrition, PMD Sports, SirenLabs, Core Active, Nutrology, and Metis Nutrition (together, the “ NDS Products ”);

(ii) iSatori, BioGenetic Laboratories, and Energize (together, the " iSatori Products ");

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( “ MRC ”) on February 28, 2023 (together, the “ MRC Products ");

and (iv) MusclePharm, which was acquired on October 10, 2023 as a result of the acquisition of substantially all of the assets of MusclePharm Corporation (“ MusclePharm ”).

(iv) MusclePharm, which was acquired on October 10, 2023 as a result of the acquisition of substantially all of the assets of MusclePharm Corporation (“ MusclePharm ”);